UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~August~~September 179, 2025

KHEOBA CORP.

(Exact name of Registrant as specified in its charter)

Nevada

333-263020

98-1636812

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

KHEOBA CORP.

2A60 Kaki ~~Los~~Bukit ~~Realejos 38410~~Pl,

~~Tenerife,~~09-12 ~~Spain~~Eunos Techpark

~~0000~~Singapore SG

415,979

(Address of principal executive offices)

+6065 ~~1116761431~~8805 3151

(Registrant's Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 14.01 ~~Entry~~Changes ~~into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement~~Accountant.

~~Agreement~~On ~~and~~September ~~Plan~~5, 2025, the Board of Directors ~~Merger~~of toKHEOBA ~~Change~~CORP. (the “Company”) (i) approved the dismissal of Fruci & Associates II, PLLC (“Fruci”) as the Company’s ~~Domicile~~ independent registered public accounting firm and (ii) appointed Assentsure PAC (“Assenture”) as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2025, including performing reviews of the interim periods beginning with the period ending July 31, 2025.

OnThe ~~August~~audit ~~17,~~reports ~~2025,~~of ~~KHEOBA CORP.,~~Fruci aon ~~Nevada~~the ~~corporation (“KHEOBA Nevada” or “~~Company~~”) entered into a Merger Agreement (the~~’s ~~“Reincorporation~~consolidated ~~Merger~~financial ~~Agreement”)~~statements ~~with~~as ~~KHEOBA~~of ~~Limited,~~and afor ~~British~~the ~~Virgin~~fiscal ~~Islands~~years ~~company~~ended ~~limited~~October ~~by shares (“KHEOBA BVI”)~~31, 2024 and ~~its~~2023 ~~wholly-owned~~did ~~subsidiary,~~not ~~KHOB~~contain ~~Merge~~an ~~Sub~~adverse ~~Limited,~~opinion or a ~~BVI~~disclaimer ~~company~~of ~~(“Merger Sub”)~~opinion, ~~relating~~and ~~to a~~were ~~proposed~~not ~~merger~~qualified ~~transaction~~or ~~for~~modified ~~the~~as ~~sole~~to ~~purpose~~uncertainty, ofaudit ~~changing~~scope ~~the~~or ~~Company’s~~accounting ~~jurisdiction of incorporation from Nevada to British Virgin Islands~~principles.

~~The~~During ~~Reincorporation~~the ~~Merger~~fiscal years ended October ~~Agreement~~31, ~~provides~~2024 ~~that~~and 2023, ~~upon~~and the ~~terms~~subsequent ~~and~~interim ~~subject~~period tothrough ~~the~~September ~~conditions~~9, ~~set~~2025, ~~forth~~there ~~therein~~were no: (i) “disagreements,” ~~KHEOBA~~as ~~Nevada~~that term ~~will~~is bedefined ~~merged~~in Item ~~with~~304(a)(1)(iv) ~~and~~of Regulation ~~into~~S-K under ~~Merger Sub~~the Securities Act of 1933 (“~~Reincorporation Merger~~Regulation S-K”) with Fruci on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Fruci, would have caused Fruci to make reference to the subject matter of such disagreements in connection with ~~Merger~~its ~~Sub~~audit ~~surviving~~reports on the ~~Reincorporation~~Company’s ~~Merger~~consolidated financial statements as aof ~~wholly-owned~~and ~~subsidiary~~for ofthe fiscal ~~KHEOBA~~years ~~BVI~~ended October 31, 2024 and ~~KHEOBA~~2023, ~~Nevada~~or (ii) reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K, other than, as previously disclosed in an amendment to the Company’s ~~corporate~~Quarterly ~~existence~~Report ~~will~~on ~~cease.~~Form At10-Q for the ~~closing~~quarterly ofperiod ~~the~~ended April ~~Reincorporation~~30, ~~Merger~~2025, ~~KHEOBA~~a ~~BVI~~material ~~will~~weakness ~~issue~~in internal control over financial reporting related to its controls over applying technical accounting ~~Class~~guidance Ato ~~ordinary~~nonrecurring ~~shares~~events (and transactions, including the ~~“KHEOBA~~design ~~BVI~~and ~~Class~~maintenance Aof ~~Ordinary~~effective ~~Shares”)~~controls to ~~KHEOBA~~evaluate ~~Nevada~~the appropriate presentation of the amortization of intangible assets related to certain customer contracts within our statements of operations and comprehensive income (loss). To remediate this material weakness, the Company’s ~~shareholders~~management is working with consultants to establish controls and protocols relating to the appropriate recognition and presentation of certain acquired assets and liabilities and related transactions.

AtThe ~~the~~Company ~~effective~~has ~~time~~provided ofFruci ~~the Reincorporation Merger (the “Effective Time”), KHEOBA BVI, together~~ with ~~the Merger Sub as its subsidiary, will own~~ ~~and~~a ~~continue~~copy toof ~~conduct~~ the ~~KHEOBA~~disclosures ~~Nevada’s business~~ in ~~substantially~~this ~~the~~Current ~~same~~Report ~~manner~~on asForm is8-K, ~~currently being conducted by the KHEOBA Nevada~~ and ~~its~~requested ~~subsidiaries.~~that ~~Accordingly,~~Fruci ~~for~~provide ~~holders~~the of Company ~~common~~with ~~stock,~~a ~~much~~letter ~~will~~addressed ~~remain unchanged following~~ to the ~~Reincorporation Merger~~U.S. ~~There~~Securities ~~will~~and beExchange ~~some~~Commission ~~differences~~(the in“SEC”) ~~shareholder~~stating ~~rights,~~whether ~~given~~Fruci ~~the~~agrees ~~differences~~to ~~between~~ the ~~laws~~statements ofmade ~~Nevada~~by ~~and BVI as they relate~~the toCompany ~~companies incorporated in these jurisdictions~~herein. ~~It is anticipated that the KHEOBA BVI Class~~ A ~~Ordinary~~copy ~~Shares~~of ~~will be approved for trading on~~ the ~~OTCQB~~letter ~~tier,~~from ~~and~~Fruci ~~KHEOBA~~addressed ~~BVI will seek~~ to ~~have~~ the ~~KHEOBA~~SEC ~~BVI~~and ~~Class~~dated Aas ~~Ordinary~~of ~~Shares~~September trade under the same ticker symbol under which the KHEOBA Nevada Shares are currently traded (KHOB); however no assurance can be given that such approvals will be granted. Provided the requested approvals are granted9, it2025 is ~~anticipated~~filed ~~that~~as ~~the~~Exhibit ~~KHEOBA~~16.1 ~~BVI~~to ~~Class~~this Current AReport ~~Ordinary Shares will begin trading~~ on ~~the~~Form ~~OTCQB as soon as possible following the Effective Time~~8-K.

~~The~~During ~~Reincorporation~~the ~~Merger Agreement~~fiscal ~~contains~~years ~~customary~~ended ~~closing conditions~~October 31, ~~including~~2024 and 2023, ~~among~~and ~~others~~the subsequent interim period through September 9, ~~approval~~2025, ofneither the ~~Reincorporation~~Company ~~Merger~~nor byanyone on the Company’s ~~stockholders~~behalf ~~and~~consulted ~~receipt~~with ofAssenture ~~required~~with ~~regulatory~~respect ~~approvals.~~to ~~The~~either ~~consent~~(i)(a) of the ~~holders~~application of accounting principles to a ~~majority~~specified oftransaction, ~~the~~either completed ~~outstanding~~or ~~shares~~proposed, or (b) the type of audit opinion that might be rendered on the Company’s consolidated financial statements, ~~common~~and ~~stock~~neither ~~entitled~~a towritten ~~vote~~report isnor ~~required~~oral toadvice ~~approve~~was ~~and~~provided ~~adopt~~by Assenture to the ~~Reincorporation~~Company ~~Merger~~that ~~Agreement.~~Assenture ~~The~~concluded ~~Board~~was ofan ~~Directors~~important offactor that the Company ~~believes~~ consider in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any other matter that was the ~~Reincorporation~~subject ~~Merger~~of isa ~~advisable~~“disagreement” ~~and~~or ina ~~the~~“reportable ~~best~~event” ~~interests~~(as ofthese ~~the~~terms ~~Company~~are defined in Item 304(a)(1) of Regulation S-K and ~~its~~the ~~stockholders~~related instructions).

The Reincorporation Merger Agreement may be terminated by Company if the Company shareholders shall not have approved the Reincorporation Merger by the requisite vote by written consent prior to the Effective Time.

The consolidated assets and liabilities of KHEOBA BVI and KHEOBA Nevada, as its wholly-owned subsidiary, immediately after the Reincorporation Merger, will be identical on a consolidated basis to the assets and liabilities of KHEOBA Nevada immediately prior to the Reincorporation Merger. The officers and directors of KHEOBA Nevada immediately before the Reincorporation Merger becomes effective will also serve as officers and directors of KHEOBA BVI upon Reincorporation Merger. The Reincorporation Merger will not result in any material change to our business and will not have any effect on the relative equity interests of our stockholders. After the Reincorporation Merger, it is also anticipated that at least initially, the officers and directors of Merger Sub, as the wholly-owned subsidiary of KHEOBA BVI, will remain the same as prior to the Reincorporation Merger.

The Reincorporation Merger Agreement has been approved by the Boards of Directors of each of the Company, KHEOBA BVI, and Merger Sub. Subject to the required approval of the Company’s stockholders, requisite regulatory approvals, the effectiveness of the registration statement on Form F-4 to be filed by KHEOBA BVI related to the Reincorporation Merger, and other customary closing conditions, the Reincorporation Merger is expected to be completed during the third or fourth quarter of 2025.

The foregoing summary of the Reincorporation Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Reincorporation Merger Agreement, which is attached hereto as Exhibit 2.1, and is incorporated herein by reference.

Additional information about the Reincorporation Merger and where to find it: in connection with the proposed Reincorporation Merger, KHEOBA BVI intends to file with the United States Securities and Exchange Commission (the “SEC”) a registration statement on Form F-4 to register the Class A ordinary shares of KHEOBA BVI to be issued to the stockholders of the Company. The registration statement will include a prospectus/information statement of the Company which will be sent to the stockholders of the Company in connection with approval of the Reincorporation Merger and related matters by the stockholders of the Company, in addition to other matters. In addition, the Company may file other relevant documents concerning the proposed Reincorporation Merger with the SEC.

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. Stockholders of the Company are urged to read the registration statement on Form F-4 and the prospectus/information statement included within the registration statement, and any other relevant documents to be filed with the SEC in connection with the proposed Reincorporation Merger, because they will contain important information about the Company, KHEOBA BVI, and the proposed transaction.

Caution Concerning Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that describe future outcomes or expectations that are usually identified by words such as “will,” “should,” “could,” “plan,” “intend,” “expect,” “continue,” “forecast,” “believe,” and “anticipate” and include, for example, any statement made regarding the Company’s future plans. Actual results may differ materially as a result of various risks and uncertainties, including circumstances or developments that may make the Company unable to implement or realize the anticipated benefits, or that may increase the costs, of its current business initiatives, and those other risks and uncertainties expressed in the cautionary statements and risk factors in the Company’s annual report on Form 10-K and other filings with the SEC. The Company may not be able to predict and may have little or no control over many factors or events that may influence its future plans, operations, and results and, except as required by law, shall have no obligation to update any forward-looking statements.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
2.1		Agreement and Plan of Merger and Reorganization dated August 17, 2025 by and among KHEOBA BVI, Merger Sub, and the Company
16.1		Letter from Fruci & Associates II, PLLC to the U.S. Securities and Exchange Commission, dated September 9, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	KHEOBA CORP.
Date: August 22, 2025	By:	/s/ Ka Miew Hon
Date: September 9, 2025	By:	/s/ Ka Miew Hon
		Ka Miew Hon, Chief Executive Officer

Filing Compare · KHEOBA CORP.