American Resources (AREC) appoints GreenGrowth CPAs as new auditor

Rhea-AI Filing Summary

American Resources Corporation reported a change in its independent auditor. On November 21, 2025, the Audit Committee dismissed GBQ Partners LLC as the company’s independent registered public accounting firm and, on the same date, approved the appointment of GreenGrowth CPAs as the new independent public accounting firm.

GBQ’s audit reports for the fiscal years ended December 31, 2023 and December 31, 2024 contained no adverse opinions or disclaimers, and were not qualified or modified for uncertainty, scope, or principles, other than an explanatory paragraph about the company’s ability to continue as a going concern. The company states there were no “disagreements” with GBQ and no “reportable events” during those periods, other than previously disclosed material weaknesses in internal control over financial reporting.

The company indicates it did not consult GreenGrowth on accounting or auditing matters before the engagement. GBQ has provided a letter to the SEC, dated November 21, 2025, confirming its position regarding the company’s disclosures.

Insights

Audit & corporate governance analyst

AREC is changing auditors with no reported disputes, but ongoing going concern and control weaknesses remain noted.

The company’s Audit Committee dismissed GBQ Partners LLC and appointed GreenGrowth CPAs as the new independent public accounting firm effective November 21, 2025. Auditor changes can affect how financial reporting is executed, but here the company states GBQ’s prior opinions for 2023 and 2024 were clean aside from a going concern explanatory paragraph.

The disclosure emphasizes there were no “disagreements” with GBQ on accounting principles, disclosure, or audit scope, and no “reportable events” beyond already disclosed material weaknesses in internal control over financial reporting. That framing suggests the change is a governance decision rather than a reaction to a single disclosed dispute.

The company also notes it did not consult GreenGrowth on specific accounting treatments or expected audit opinions before engagement. Future periodic reports for periods ending after December 31, 2024 will show how the new auditor assesses the going concern issue and internal control weaknesses relative to GBQ’s prior reporting.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): November 21, 2025

AMERICAN RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

Florida		000-55456		46-3914127
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

12115 Visionary Way, Suite 174, Fishers Indiana, 46038

(Address of principal executive offices)

(317) 855-9926

(Registrant’s telephone number, including area code)

______________________________________________

(Former name or former address, if changed since last report)

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 (17CFR240.14a-12)

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common		AREC		NASDAQ Capital Market
Warrant		ARECW		NASDAQ Capital Market

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 4.01  Changes in Registrant’s Certifying Accountant

(a) Dismissal of Independent Registered Public Accounting Firm

On November 21, 2025, the Audit Committee (the “Audit Committee”) of the Board of Directors of American Resources Corporation (or the “Company”) approved the dismissal of GBQ Partners LLC (“GBQ”) as the Company’s independent registered public accounting firm.

The reports of GBQ on the Company’s consolidated financial statements for the fiscal years ended December 31, 2023 and December 31, 2024 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles other than an explanatory paragraph relating to the Company’s ability to continue as a going concern.

During the fiscal years ended December 31, 2023 and December 31, 2024, and through the date of termination, November 21, 2025, there were no “disagreements” with GBQ 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 GBQ would have caused GBQ to make reference thereto in its reports on the consolidated financial statement for such years.  During the fiscal years ended December 31, 2023 and December 31, 2024 and through November 21, 2025, there have been no “reportable events” (as defined in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Registration S-K), except for the identified material weaknesses in its internal control over financial reporting as disclosed in the Company’s Annual Report.

The Company provided GBQ with a copy of the disclosure it is making herein in response to Item 304(a) of Regulation S-K, and requested GBQ furnish the Company with a copy of its letter addressed to the Securities and Exchange Commission (the “SEC”), pursuant to Item 304(a)(3) of Regulation S-K, stating whether or not GBQ agrees with the statements related to them made by the Company in this report.  A copy of GBQ’s letter dated November 21, 2025 is attached as Exhibit 16.1 to this report.

(b) Newly Engaged Independent Registered Public Accounting Firm

On November 21, 2025, the Audit Committee approved the appointment of GreenGrowth CPAs (“GreenGrowth”) as the Company’s new independent public accounting firm, effective immediately.  During the Company’s two most recent fiscal years, and any subsequent interim period prior to engaging GreenGrowth, neither the Company, nor anyone on its behalf, consulted GreenGrowth regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by GreenGrowth that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01.1.  Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are attached hereto and filed herewith.

Exhibit No.		Description
16.1		Letter Dated November 21,  2025 from GBQ Partners LLC

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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.

	American Resources Corporation
Date: November 21, 2025	By:	/s/ Mark C. Jensen
		Mark C. Jensen Chief Executive Officer

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FAQ

What did American Resources Corporation (AREC) announce in this 8-K filing?

American Resources Corporation announced that its Audit Committee dismissed GBQ Partners LLC as its independent registered public accounting firm on November 21, 2025, and on the same date approved the appointment of GreenGrowth CPAs as the new independent public accounting firm.

Why were GBQ Partners LLCs prior audit opinions on AREC noteworthy?

GBQs reports on ARECs consolidated financial statements for the years ended December 31, 2023 and December 31, 2024 contained no adverse opinions or disclaimers and were not qualified or modified as to uncertainty, scope, or accounting principles, other than an explanatory paragraph about the companys ability to continue as a going concern.

Did American Resources Corporation report any disagreements with GBQ Partners LLC?

The company states that during the fiscal years ended December 31, 2023 and December 31, 2024, and through November 21, 2025, there were no “disagreements” with GBQ on accounting principles, financial statement disclosure, or audit scope or procedures that would have required mention in GBQs reports.

What reportable events or control issues did AREC reference in this filing?

American Resources Corporation states there were no “reportable events” during the relevant periods, as defined in Regulation S-K, except for material weaknesses in internal control over financial reporting that had already been disclosed in the companys Annual Report.

Did American Resources Corporation consult GreenGrowth CPAs before engaging them?

The company indicates that during its two most recent fiscal years and any subsequent interim period prior to engaging GreenGrowth CPAs, neither AREC nor anyone on its behalf consulted GreenGrowth on the application of accounting principles, potential audit opinions, or any matter involving a “disagreement” or “reportable event.”

What exhibit is attached to this AREC 8-K related to the auditor change?

The filing attaches Exhibit 16.1, which is a letter dated November 21, 2025 from GBQ Partners LLC to the SEC, addressing whether GBQ agrees with the companys statements about the auditor change.