UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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Item 4.01 Changes in Registrant’s Certifying Accountant
(a) Disengagement from Previous Independent Registered Public Accounting Firm
On January 12, 2026, the Company’s relationship with Spicer Jeffries LLP (“Spicer Jeffries”), our independent accountant, ceased due to Cherry Bekaert LLP’s acquisition of Spicer Jeffries.
In connection with the audit of our financial statements as of and for the fiscal year ended December 31, 2024 and 2023, there were no disagreements with Spicer Jeffries on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedures, which disagreements, if not resolved to the satisfaction of Spicer Jeffries, would have caused them to make reference in connection with its reports to the subject matter of the disagreements. No “disagreement” and no “reportable event” leading to a difference of opinion as defined in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Regulation S-K of the SEC’s rules and regulations have occurred during the fiscal years ended December 31, 2024 and 2023, as of January 12, 2026, or preceding the change of our relationship with of Spicer Jeffries.
The audit report of Spicer Jeffries on our financial statements as of and for the year ended December 31, 2024, and 2023 did not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles.
We have requested that Spicer Jeffries furnish us with a letter addressed to the Commission stating whether it agrees with the above statements. A copy of this letter is included herewith as Exhibit 16.1.
(b) Engagement of New Independent Registered Public Accounting Firm
Effective January 13, 2026, the Company’s audit committee and board of directors approved the engagement of Cherry Bekaert LLP (“Cherry Bekaert”) as the Company’s independent registered public accountant, effective immediately. During the two most recent fiscal years and the subsequent interim period prior to their engagement, there were no consultations between us and Cherry Bekaert prior to their appointment concerning (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Cherry Bekaert concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; (ii) any matter that was the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K); or (iii) any reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 16.1 | Letter from Spicer Jeffries LLP dated January 15, 2026 to the Securities and Exchange Commission regarding statements included in this Form 8-K | |
| 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.
| Mentor Capital, Inc. | |||
| Date: | January 16, 2026 | By: | /s/ Chet Billingsley |
| Chet Billingsley, Chairman and CEO | |||