GRPS 8-K
Trans American Aquaculture, Inc (GRPS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported):
Commission File Number
(Exact name of small business issuer as specified in its charter)
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(Issuer’s telephone number)
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 Instructions 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Not applicable. |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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.
Item 4.01. Changes in Registrant’s Certifying Accountant.
Trans American Aquaculture, Inc., a Colorado corporation (the “Company”), has dismissed Burton, McCumber & Longoria, LLP (the “Former Accounting Firm”) as its independent registered public accounting firm, effective as of June 26, 2025. As described in Item 4.01(a) below, the change in independent registered public accounting firm is not the result of any disagreement with the Former Accounting Firm.
Item 4.01(a) Previous Independent Accountants
(i) On June 26, 2025, the Company dismissed the Former Accounting Firm as its independent registered public accounting firm effective on that date.
(ii) The report of the Former Accounting Firm on the Company’s financial statements as of and for the year ended December 31, 2023, contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles except as set forth in subparagraph (iii) below.
(iii) The report of the Former Accounting Firm on the Company’s financial statements as of and for the year ended December 31, 2023, contained an explanatory paragraph which noted that there was substantial doubt as to the Company’s ability to continue as a going concern as the Company has suffered recurring losses from operations.
(iv) During the fiscal year ended December 31, 2023, and during the interim period through June 26, 2025, there (i) have been no disagreements with the Former Accounting Firm 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 the Former Accounting Firm, would have caused the Former Accounting Firm to make reference to the subject matter of such disagreements in its reports on the financial statements for such years, and (ii) were no reportable events of the kind referenced in Item 304(a)(1)(v) of Regulation S-K.
(v) The Company’s Board of Directors (the “Board”) made the decision to change independent accountants and approved the change of the independent accountants through unanimous written consent on June 26, 2025.
In accordance with Item 304(a)(3) of Regulation S-K under the Securities Exchange Act of 1934, as amended, the Company provided the Former Accounting Firm with a copy of the statements set forth in this Item 4.01 prior to the filing of this Current Report on Form 8-K (the “Form 8-K”) and requested that the Former Accounting Firm furnish a letter addressed to the SEC stating whether or not it agrees with the statements made herein and, if not, stating the respects in which it does not agree. The Former Accounting Firm has not provided its letter as of the time of the filing of the Form 8-K. Accordingly, the Company has requested that the Former Accounting Firm provide its letter as promptly as possible so that the Company can file the letter with the SEC within ten business days after the date of filing of this Form 8-K. The Company will file such letter by an amendment of this Form 8-K within two business days of receipt.
Item 4.01(b) New Independent Accountants
On June 26, 2025, through unanimous written consent, the Board approved the engagement of Boladale Lawal & Co. (the “New Accounting Firm”) as the Company’s independent registered public accounting firm for the year ended December 31, 2024.
The Company has not consulted with the New Accounting Firm during its two most recent fiscal years or during any subsequent interim period prior to June 26, 2025 (the date of the New Accounting Firm’s appointment), regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on our financial statements, and neither a written report was provided to the Company nor oral advice was provided that the New Accounting Firm concluded was an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue; or (iii) any matter that was either the subject of disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (within the meaning of Item 304(a)(1)(v) of Regulation S-K).
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
Trans American Aquaculture, Inc.
| ||
| Date: July 2, 2025 | By: | /s/ Adam Thomas |
| Adam Thomas, Chief Executive Officer | ||
| 3 |