Santo Mining Corp. - 8-K/A

ITEM 4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT.

The Registrant hereby rescinds and withdraws all disclosures contained in Item 4.01 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 13, 2026 (the “Prior Form 8-K”). Pending further review by the Board of Directors and management of the Registrant, the Registrant is reevaluating the disclosures, statements, representations, and actions described in Item 4.01 of the Prior Form 8-K. Accordingly, investors and other readers are advised not to rely upon the disclosures previously made under Item 4.01 of the Prior Form 8-K unless and until such disclosures are reaffirmed, amended, superseded, or replaced in a future filing with the Securities and Exchange Commission.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

The Registrant hereby rescinds and withdraws all disclosures contained in Item 5.02 of the Prior Form 8-K, including, without limitation, disclosures relating to the appointment, removal, resignation, termination, authority, or status of any officers or directors of the Registrant described therein. Pending completion of an internal review by the Board of Directors, the Registrant has determined that the disclosures contained in Item 5.02 of the Prior Form 8-K should no longer be relied upon in any respect.

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

The Registrant hereby rescinds and withdraws all disclosures contained in Item 5.03 of the Prior Form 8-K. The Registrant further advises that, as a consequence of the rescission of the Prior Form 8-K and pending further Board review, the Registrant’s principal executive office address reverts to: 12 Daniel Road Fairfield, New Jersey 07004 The Registrant is further reviewing certain corporate governance matters, including prior corporate actions, amendments, filings, authorizations, and related records, and may file additional amendments, corrective disclosures, or subsequent reports with the Securities and Exchange Commission as appropriate.

ITEM 8.01 OTHER EVENTS.

On May 27, 2026, the Board of Directors of the Registrant determined to rescind, withdraw, retract, and nullify in its entirety the Current Report on Form 8-K filed by the Registrant with the Securities and Exchange Commission on May 13, 2026, including all exhibits attached thereto (the “Prior Form 8-K”). The Registrant has determined that additional review and evaluation are necessary with respect to the disclosures, statements, exhibits, actions, representations, corporate actions, governance matters, accounting matters, officer and director actions, and conclusions contained in or referenced by the Prior Form 8-K. Accordingly, the Registrant advises investors, shareholders, market participants, transfer agents, service providers, and all other readers that no reliance should be placed upon any portion of the Prior Form 8-K, including without limitation Items 4.01, 5.02, 5.03, 8.01, and 9.01 thereof, or any exhibits attached thereto, unless and until such information is subsequently reaffirmed, amended, superseded, or restated by the Registrant in a future filing with the Securities and Exchange Commission. The Board of Directors is conducting an ongoing review relating to the matters described in the Prior Form 8-K and anticipates filing one or more subsequent Current Reports on Form 8-K or other reports with the Securities and Exchange Commission, as appropriate, following completion of such review. This Current Report on Form 8-K is being filed solely to provide notice of the rescission and withdrawal of the Prior Form 8-K and should not be construed as affirming or adopting any statement, disclosure, determination, conclusion, exhibit, authorization, or characterization contained in the Prior Form 8-K.

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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

All exhibits attached to or incorporated by reference into the Prior Form 8-K are hereby rescinded, withdrawn, and should no longer be relied upon pending further review by the Registrant.

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