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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): October 2, 2025
HOUSTON
AMERICAN ENERGY CORP.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
1-32955 |
|
76-0675953 |
(State
or other jurisdiction of
incorporation or organization) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification No.) |
801
Travis Street, Suite 1425
Houston,
Texas 77002
(Address
of principal executive offices, including zip code)
713-222-6966
(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 obligations 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 (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Securities
registered pursuant to Section 12(b) of the Act
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.001 per share |
|
HUSA |
|
NYSE
American |
Item 4.01 Change in Registrant’s Certifying Accountant.
As
previously reported, on July 1, 2025, Houston American Energy Corp. (the “Company”) completed a share exchange transaction
(the “Share Exchange”) with unitholders of Abundia Global Impact Group, LLC, a Delaware limited liability Company (“AGIG”)
in which the Company issued an aggregate of 31,778,032 shares of Common Stock to the AGIG unitholders in exchange for all of the outstanding
units of AGIG from the AGIG unitholders. Prior to the Share Exchange, the Company’s consolidated financial statements were audited
by Marcum LLP (“Marcum”). For accounting purposes, the Share Exchange is treated as a reverse acquisition. As such, the historical
financial statements of the accounting acquirer, AGIG, which have been audited by Baker Tilly US, LLP (“Baker Tilly”), became
the historical consolidated financial statements of the Company.
Additionally,
based on information provided by Marcum, CBIZ CPAs P.C. (“CBIZ CPAs”) acquired the attest business of Marcum, effective November
1, 2024.
(a)
Dismissal of Independent Registered Public Accounting Firms
Baker
Tilly served as the independent public accounting firm of AGIG prior to the completion of the Share Exchange. Marcum continued to serve
as the Company’s independent registered public accounting firm through October 2, 2025. On October 2, 2025, the audit committee
of the Company’s board of directors (the “Committee”) approved the dismissal of Baker Tilly and Marcum LLP as AGIG’s
and the Company’s independent registered public accounting firms. Baker Tilly and Marcum LLP audited AGIG’s and the Company’s
financial statements for the fiscal years ended December 31, 2024 and 2023.
The
reports of Baker Tilly on AGIG’s financial statements and the reports of Marcum on the Company’s financial statements for
the fiscal years ended December 31, 2024 and 2023 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.
During
AGIG’s two most recent fiscal years and through the date of dismissal, (a) AGIG had no disagreements with Baker Tilly on any matter
of accounting principles or practices, financial statement disclosure, or auditing scope of procedure which disagreement if not resolved
to the satisfaction of Baker Tilly would have caused it to make reference to the subject matter of the disagreement in connection with
its reports on the financial statements and (b) there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation
S-K), except for material weaknesses in AGIG’s internal control over financial reporting as previously reported on the Company’s
definitive proxy statement on Schedule 14A, filed with the SEC on April 14, 2025. During the Company’s two most recent fiscal years
and through the date of dismissal, (a) the Company had no disagreements with Marcum on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope of procedure which disagreement if not resolved to the satisfaction of Marcum would
have caused it to make reference to the subject matter of the disagreement in connection with its reports on the financial statements
and (b) there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K), except for material weaknesses
in the Company’s internal control over financial reporting as previously reported on the Company’s annual report on Form
10-K, filed with the SEC on February 24, 2025.
The
Company provided Baker Tilly and Marcum with copies of the above disclosures prior to its filing and requested Baker Tilly and Marcum
to furnish letters addressed to the Securities and Exchange Commission stating whether they agree with the statements made in this Item
4.01, and if not, stating the aspects with which they do not agree. The copies of Baker Tilly’s and Marcum’s letters are
filed as Exhibit 16.1 and Exhibit 16.2 to this Current Report on Form 8-K.
(b)
Appointment of New Independent Registered Public Accounting Firm
On
October 2, 2025, the Committee approved the engagement of CBIZ CPAs as the Company’s independent registered public accounting firm.
The services provided by Marcum and Baker Tilly will now be provided by CBIZ CPAs. During the Company’s two most recent fiscal
years, the Company has not consulted with CBIZ CPAs 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 on the Company’s consolidated financial statements,
and no written report or oral advice was provided to the Company that CBIZ CPAs concluded was an important factor considered by the Company
in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement
or reportable event as defined in Regulation S-K, Item 304(a)(1)(iv) and Item 304(a)(1)(v).
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 16.1 |
|
Letter from Baker Tilly US, LLC. |
| 16.2 |
|
Letter from Marcum LLP. |
| 104 |
|
Cover
Page Interactive File (the cover page tags are 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.
| |
HOUSTON
AMERICAN ENERGY CORP. |
| |
|
|
| Dated:
October 3, 2025 |
|
|
| |
By: |
/s/
Edward Gillespie |
| |
Name: |
Edward
Gillespie |
| |
Title: |
Chief
Executive Officer |
