Change in Certifying Accountants (Form 8-K)

Item 4.01 Changes in Registrant's Certifying Accountant

(a) Dismissal of Independent Registered Public Accounting Firm

On November 3, 2025, Kioni Holdings Limited (the "Company") notified Olayinka Oyebola & Co. ("OOC") of its dismissal, effective November 3, 2025 , as the Company's independent registered public accounting firm.

The reports of Olayinka on the financial statements of the Company for the fiscal years ended December 31, 2024 and 2023 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle, other than an explanatory paragraph relating to the Company's ability to continue as a going concern. The decision to change the independent registered public accounting firm was approved by the Board of Directors of the Company (the "Board").

During the Company's two most recent fiscal years ended December 31, 2024 and 2023, and through November 6, 2025, there were no disagreements between the Company and Olayinka 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 Olayinka, would have caused Olayinka to make reference to the subject matter of the disagreements in connection with its audit reports on the Company's financial statements.

The Company provided Olayinka with a copy of this current report on Form 8-K in accordance with Item 304(a) of Regulation S-K prior to its filing with the Securities and Exchange Commission, however, as Olayinka is not currently permitted to appear or practice before the Commission (Securities Exchange Act of 1934 Release No. 103689 / August 12, 2025 ) the Company is not required to provide a letter from Olayainka stating whether it agrees with the Item 304 disclosures.

(b) New Independent Registered Public Accounting Firm

On November 3, 2025, effectively, the Company appointed LAO Professionals ("LAO") as the Company's independent registered public accounting firm

During the Company's two most recent fiscal years ended December 31, 2024 and 2023, and through November 6, 2025, neither the Company nor anyone on behalf of the Company consulted with LAO regarding (a) 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 as to which the Company received a written report or oral advice that was an important factor in reaching a decision on any accounting, auditing or financial reporting issue; or (b) any matter that was the subject of a disagreement or a reportable event as defined in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K.

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