{"url_path":"/sec/groo/8-k/2026-05-13/item-4-01","section_key":"item-4-01","section_title":"Item 4.01 ****CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1499275/0001499275-26-000007-index.html","accession_number":"0001499275-26-000007","cik":"0001499275","ticker":"GROO","issuer_name":"GROOVY COMPANY, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1499275/0001499275-26-000007-index.html","primary_entity_key":"0001499275","primary_entity_name":"GROOVY COMPANY, INC."},"word_count":462,"has_tables":true,"body_markdown":"**ITEM 4.01****CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT.** \n \n**(a)****Dismissal of Previous Independent Registered Public Accounting Firm.** \n \nOn August 13, 2025, the Board of Directors of Groovy Company, Inc. (the “Company” or the “Registrant”), acting in its capacity as the body charged with the audit oversight function in the absence of a separately designated audit committee, dismissed Olayinka Oyebola & Co. (Chartered Accountants), Public Company Accounting Oversight Board (“PCAOB”) Firm ID No. 5968 (the “Former Accountant”), as the Company’s independent registered public accounting firm, effective immediately. The Former Accountant served as the Company’s independent registered public accounting firm with respect to the audits of the Company’s consolidated financial statements for the fiscal years ended December 31, 2023 and December 31, 2024.\n \nThe Company is filing this Current Report on Form 8-K to disclose the dismissal of the Former Accountant described above and the subsequent engagement of a successor independent registered public accounting firm described in Item 4.01(b) below. The Company acknowledges that the disclosure required by Item 4.01(a) of Form 8-K with respect to the dismissal of the Former Accountant should have been made within four business days of August 13, 2025 in accordance with General Instruction B.1 of Form 8-K, and the filing of this disclosure is delinquent in that respect.\n \n**Background - Suspension of Former Accountant by the Commission.**\n \nOn August 12, 2025, the Securities and Exchange Commission (the “Commission”) issued an order pursuant to Rule 102(e) of the Commission’s Rules of Practice (17 C.F.R. § 201.102(e)) suspending the Former Accountant and its managing partner, Olayinka Temitope Oyebola, from appearing and practicing before the Commission as accountants, with a right to apply for reinstatement after six years. The Commission’s order followed the entry, on August 11, 2025, of final consent judgments by the United States District Court for the Southern District of New York in Securities and Exchange Commission v. Olayinka Temitope Oyebola and Olayinka Oyebola & Co. (Chartered Accountants), No. 24-cv-7376 (S.D.N.Y.), in which Mr. Oyebola and the Former Accountant, without admitting or denying the allegations in the Commission’s complaint, consented to (i) permanent injunctions against future violations of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Exchange Act of 1934 and Rule 10b-5 thereunder, and (ii) civil monetary penalties of $100,000 each. The Commission publicly announced these matters on August 13, 2025 through Securities and Exchange Commission Litigation Release No. 26373 / Accounting and Auditing Enforcement Release No. 4574.\n \nAs a result of the order issued under Rule 102(e), the Former Accountant became precluded from appearing or practicing before the Commission as an accountant effective August 12, 2025. Upon learning of the Commission’s actions through the August 13, 2025 public release, the Board of Directors of the Company dismissed the Former Accountant on the same date."}