SEC Filing Summary: Houston American Energy Corp. (HUSA)
Business Context and Reporting Period
This Form 8-K, dated October 2, 2025, reports a change in the registrant's certifying accountant. The filing concerns Houston American Energy Corp. (HUSA), which completed a share exchange transaction with Abundia Global Impact Group, LLC (AGIG) on July 1, 2025. The transaction was treated as a reverse acquisition, making AGIG the accounting acquirer. The filing addresses the dismissal of prior auditors and the appointment of a new firm effective October 2, 2025.
Key Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and accounting firm transitions.
Material Changes
- Accountant Dismissal: The Audit Committee dismissed Baker Tilly US, LLP (AGIG's prior auditor) and Marcum LLP (HUSA's prior auditor) on October 2, 2025.
- Accountant Appointment: CBIZ CPAs P.C. was appointed as the new independent registered public accounting firm on October 2, 2025.
- Background Context: CBIZ CPAs acquired the attest business of Marcum LLP effective November 1, 2024. The new firm will assume services previously provided by both dismissed firms.
Guidance, Risks, and Contingencies
Internal Control Weaknesses: The filing notes that the reports for fiscal years ended December 31, 2024, and 2023 did not contain adverse opinions. However, it discloses previously reported material weaknesses in internal control over financial reporting for both AGIG (reported in Schedule 14A filed April 14, 2025) and the Company (reported in Form 10-K filed February 24, 2025).
Disagreements: There were no disagreements with the dismissed firms regarding accounting principles, practices, or audit scope, other than the noted material weaknesses.
Consultations: The Company did not consult with the new firm, CBIZ CPAs, regarding accounting principles or audit opinions during the two most recent fiscal years.
Investor Verification Checklist
- Verify the status of the material weaknesses in internal controls over financial reporting previously disclosed in the April 2025 Schedule 14A and February 2025 Form 10-K.
- Confirm the transition timeline for CBIZ CPAs to assume full audit responsibilities following the October 2, 2025 appointment.
- Review the letters from Baker Tilly (Exhibit 16.1) and Marcum LLP (Exhibit 16.2) to ensure no undisclosed disagreements exist.
- Monitor future filings for the first audited financial statements prepared under the new accounting firm following the reverse acquisition.