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): ~~May~~July 530, 2025

DIAMONDHEAD CASINO CORPORATION

DELAWARE

COMMISSION FILE NUMBER: 0-17529

IRS EMPLOYER IDENTIFICATION NO. 59-2935476

1013 Princess Street

Alexandria, Virginia 22314

(703) 683-6800

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:

☐	Written communications pursuant to Rule 425 under the Securities Act.

☐	Soliciting material pursuant to Rule 14a- 12 under the Securities Act.

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

☐	Pre-commencement communications pursuant to Rule 14e-4(c) under the Exchange Act.

Securities registered pursuant to Section 12(b) of the Act: None.

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. ☐

Item 41.0103 ~~Changes in Registrant’s Certifying Accountant~~Bankruptcy

OnEdson ~~November 1~~Arneault, ~~2024,~~John ~~CBIZ~~Hawley ~~CPA’s~~as ~~P.C.~~Servicing ~~acquired~~Agent ~~the~~for ~~attest~~Argonaut ~~business~~2000 ofPartners, ~~Marcum LLP (“Marcum”)~~L.P., OnKathleen ~~May~~and 5,James ~~2025~~Devlin, ~~Marcum~~J. ~~informed Diamondhead~~Steven ~~Casino~~Emerson, ~~Corporation~~Emerson ~~(the~~Partners, J. ~~“Company”)~~Steven ~~that~~Emerson, ~~Marcum resigned~~ as ~~the~~Successor ~~Company’s~~to ~~independent~~Steven ~~registered~~Emerson ~~public accounting~~Roth ~~firm.~~IRA, OnSteven ~~May 5~~Rothstein, ~~2025,~~and ~~the~~Barry ~~Company,~~and ~~with~~Irene ~~the~~Stark ~~approval~~v. ofDiamondhead ~~the~~Casino ~~Board~~Corporation (In ofthe ~~Directors,~~United ~~engaged~~States ~~CBIZ~~Bankruptcy ~~CPAs~~Court ~~P.C.~~for as the ~~Company’s independent~~District ~~registered~~of ~~public~~Delaware)(C.A. ~~accounting firm~~No. 24-11354-JKS)

~~Neither~~On ofJune ~~Marcum’s~~12, ~~reports~~2024, onthe parties in the ~~financial~~above-referenced ~~statements~~case offiled ~~the~~a ~~Registrant~~Chapter ~~for~~7 ~~either~~Involuntary ofPetition ~~the~~against ~~past~~a ~~two~~Non-Individual ~~fiscal~~(Diamondhead Casino ~~years~~Corporation). ~~ended~~The ~~December~~foregoing 31parties sought a total of $2,422,500. ~~2024 and~~The ~~December~~Petition 31was served on June 13, ~~2023~~2024. ~~contained~~On anJuly ~~adverse~~18, ~~opinion~~2024, the orCompany filed a ~~disclaimer~~Motion of ~~opinion~~the Alleged Debtor, orDiamondhead ~~was~~Casino ~~qualified~~Corporation, to Dismiss the Involuntary Bankruptcy Petition or, in ~~modified~~the asAlternative, to ~~audit~~Convert ~~scope,~~the orCase ~~accounting principles~~to Chapter 11 (hereinafter “Diamondhead’s Motion to Dismiss”).

~~During~~On September 3, 2024, the ~~Registrant~~Petitioners’s ~~two~~filed ~~most~~an ~~recent~~Answering ~~fiscal~~Brief ~~years~~in ~~ended~~Opposition ~~December~~to ~~31,~~Diamondhead’s ~~2024~~Motion ~~and~~to ~~December~~Dismiss. 31On September 25, ~~2023~~2024, ~~and~~the Court held a status hearing in the ~~subsequent~~matter. ~~interim~~On ~~period through~~December ~~May~~4, 52024 and January 16, 2025, ~~there~~the ~~were~~Court noheld ~~disagreements~~an ~~with~~evidentiary ~~Marcum~~ hearing on ~~any~~Diamondhead’s ~~matter~~Motion ofto ~~accounting~~Dismiss. ~~principles~~On orFebruary ~~practices~~11, ~~financial statement disclosure~~2025, orthe ~~auditing~~Company ~~scope~~filed ora ~~procedure,~~post-hearing ~~which~~brief ~~disagreement(s),~~in ifsupport ~~not~~of ~~resolved~~its Motion to ~~the~~Dismiss. On ~~satisfaction~~March of4, ~~Marcum~~2025, ~~would~~the ~~have~~Petitioners ~~caused~~filed ~~it to~~their ~~make~~Answering ~~reference~~Brief in opposition to the ~~subject~~Motion ~~matter~~to ofDismiss. ~~the~~On ~~disagreement(s)~~March in14, ~~connection~~2025, ~~with~~the Company filed its ~~report~~Reply Brief.

~~During~~On ~~the~~July ~~Registrant’s two most recent fiscal years ended December 31~~30, ~~2024 and December 31, 2023, and the subsequent interim period through May 5,~~ 2025, the ~~Company~~Court ~~had~~issued ~~the~~its ~~following~~Opinion ~~“reportable events” (as such term is defined~~ in ~~Item~~the ~~304~~case ofand ~~Regulation S-K):~~an AsOrder ~~disclosed~~denying ~~in Part II, Item 9A of~~ the Company’s ~~Form~~Motion ~~10-K’s~~to ~~for~~Dismiss the ~~fiscal years ended December 31, 2024 and December~~Involuntary ~~31,~~Bankruptcy ~~2023~~Petition, ~~there~~or ~~were material weaknesses identified~~ in ~~internal control related to~~ the segregation of duties within accounting functions inasmuch as the Company had only one employee and the Company had not been timely in its financial reporting functions inasmuch as it had not developed and effectively communicated its accounting policies and proceduresAlternative, ~~resulting in inconsistent practices with respect~~ to ~~complex~~Convert ~~accounting~~the ~~transactions.~~Case ~~The Company has designed and instituted policies and procedures~~ to ~~eliminate~~Chapter ~~and/or mitigate the foregoing~~11.

~~The~~On ~~Registrant~~July ~~has provided Marcum with a copy of the above disclosures prior to this filing with the Securities and Exchange Commission (the “Commission”). A letter to the Commission~~31, ~~dated May 8,~~ 2025, ~~from~~the ~~Marcum,~~Court ~~regarding~~entered ~~its~~an ~~concurrence~~Order ~~with~~for ~~the~~Relief ~~statements made by the Registrant~~ in ~~this~~an ~~current~~Involuntary ~~report~~Case ~~concerning~~under ~~the~~Chapter ~~dismissal~~7 of ~~Marcum as~~ the ~~Registrant’s~~Bankruptcy ~~independent~~Code ~~registered~~granting ~~public~~the ~~accounting~~Chapter ~~firm,~~7 isInvoluntary ~~attached as Exhibit 16 hereto~~Petition.

~~During~~On ~~the~~August ~~Registrant’s two most recent fiscal years ended December 31~~1, ~~2024 and December 31, 2023 and the subsequent interim period through May 5,~~ 2025, ~~neither~~a ~~the~~Notice ~~Registrant nor anyone on its behalf has consulted with CBIZ CPAs P.C. with respect~~ to ~~either~~Interim ~~(i)~~Trustee/Trustee ~~the application~~ of ~~accounting~~Selection ~~principles~~in toan aAsset ~~specified~~Case ~~transaction,~~was ~~either completed or proposed~~filed, ornotifying the ~~type~~Interim ofTrustee/Trustee ~~audit opinion that might be rendered~~of onhis ~~the~~appointment ~~Registrant’s~~in ~~consolidated~~an ~~financial~~asset ~~statements,~~case ~~and~~of ~~neither a written report nor oral advice was provided to~~ the ~~Registrant that~~estate ~~CBIZ~~of ~~CPAs P.C. concluded was an important factor considered by~~ the ~~Registrant~~Debtor in(Diamondhead ~~reaching~~Casino ~~a decision as to any accounting, auditing or financial reporting issue; or (ii~~Corporation). ~~any~~The ~~matter~~appointee ~~that~~has ~~was~~five ~~either~~days ~~the~~after ~~subject~~ receipt of ~~a disagreement (as defined in Item 304 of Regulation S-K and~~ the ~~related~~notice ~~instructions~~ to ~~Item~~notify ~~304~~the ofAssistant ~~Regulation~~United ~~S-K)~~States orTrustee, ~~a reportable event (as defined~~ in ~~Item~~writing, ~~304~~if ofhe ~~Regulation~~rejects ~~S-K)~~this case.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

16	Letter from Marcum LLP dated May 8, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirement 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.

DIAMONDHEAD CASINO CORPORATION By: /s/ Deborah A. Vitale ~~Name:~~ Deborah A. Vitale ~~Title:~~ President

Dated: ~~May~~August 84, 2025

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