UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

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): ~~March~~June 2826, 2025

Commission File Number 000-56640

TRANS AMERICAN AQUACULTURE, INC.

(Exact name of small business issuer as specified in its charter)

Colorado

02-0685828

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

1022 Shadyside Lane

Dallas, TX 75223

(Address of principal executive offices)

(972) 358-6037

(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 14.01. ~~Entry~~Changes ~~into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement~~Accountant.

~~On March 28, 2025,~~ Trans American Aquaculture, Inc., a Colorado corporation (the “Company”), ~~entered~~has ~~into~~dismissed aBurton, ~~Securities~~McCumber ~~Purchase~~& ~~Agreement~~Longoria, LLP (the “~~SPA”) with~~Former ~~GHS~~Accounting ~~Investments LLC (“GHS~~Firm”) ~~pursuant to which the Company may sell to GHS up to an aggregate of 104 shares of~~ ~~Series~~as Dits ~~Preferred~~independent ~~Stock~~registered ~~for~~public anaccounting ~~aggregate of up to $104~~firm,~~000~~ ~~($1,000~~effective ~~for~~as ~~each share~~ of ~~Series~~June ~~D Preferred Stock). At the initial closing on March 28~~26, 2025,. ~~GHS~~As ~~purchased~~described 36in ~~shares~~Item ~~of Series D Preferred Stock and was issued an additional 10 shares of Series D Preferred Stock as commitment shares~~4.01(a) ~~Subject to the terms of the SPA~~below, the ~~Company~~change ~~may~~in independent ~~sell~~registered ~~and~~public ~~GHS~~accounting ~~may~~firm ~~purchase~~is upnot tothe anresult ~~additional 68 shares~~ of ~~Series D~~any ~~Preferred~~disagreement ~~Stock~~with inthe ~~additional~~Former ~~closings~~Accounting Firm.

In addition, pursuant to the SPA and at each closing, the Company agreed to issue to GHS warrants to purchase shares of the Company’s Common Stock equal to 50% of the number of Conversion Shares issuable upon conversion of the shares of Series D Preferred Stock purchased by GHS with an exercise price of 115% of the closing bid price the trading day prior to each issuanceItem 4.01(a) AtPrevious ~~the~~Independent ~~initial closing on March 28, 2025, the Company issued to GHS warrants to purchase up to 306,666,667 shares of Common Stock exercisable at $000115 per share and terminating on March 28, 2030.~~Accountants

~~Item~~(i) ~~3.02~~On ~~Unregistered~~June ~~Sales~~26, of2025, ~~Equity~~the ~~Securities~~Company dismissed the Former Accounting Firm as its independent registered public accounting firm effective on that date.

(ii) The ~~disclosure~~report inof ~~Item~~the Former Accounting Firm ~~1.01~~on isthe ~~incorporated~~Company’s byfinancial ~~reference~~statements ~~into~~as ~~this~~of ~~Item~~and ~~3.02~~for ~~herein~~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 ~~sales~~report of ~~Series~~the DFormer ~~Preferred~~Accounting ~~Stock and warrants~~Firm ~~were~~on ~~made~~the inCompany’s ~~reliance~~financial onstatements ~~Rule~~as ~~506(b)~~ of ~~Regulation~~and Dfor ~~promulgated under~~ the ~~Securities~~year ~~Act~~ended ofDecember ~~1933~~31, ~~as amended (the “Securities Act”)~~2023, ~~and~~contained ~~were~~an ~~made~~explanatory ~~without~~paragraph ~~general~~which ~~solicitation or advertising. The purchaser represented~~ noted that itthere was ansubstantial ~~“accredited investor”~~doubt ~~with~~as ~~access~~ to ~~information about~~ the Company’s ~~sufficient~~ability to ~~evaluate~~continue ~~the~~as ~~investment and that the securities were being acquired without~~ a ~~view~~going toconcern ~~distribution~~as ~~or resale in violation of~~ the ~~Securities~~Company ~~Act.~~has ~~The~~suffered ~~securities offered have not been registered~~recurring ~~under~~losses ~~the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption~~ from ~~the registration requirements of the Securities Act~~operations. ~~No sales commissions were paid in connection with the sales of these securities.~~

2(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.

~~SIGNATURES~~(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.

~~Pursuant~~In toaccordance ~~the~~with ~~requirements~~Item 304(a)(3) of Regulation S-K under the Securities Exchange Act of 1934, as amended, the ~~registrant~~Company ~~has~~provided ~~duly~~the ~~caused~~Former Accounting Firm with a copy of the statements set forth in this ~~report~~Item 4.01 prior to bethe ~~signed~~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 ~~behalf~~letter byas of the ~~undersigned~~time of the filing of the Form 8-K. Accordingly, ~~thereunto~~the ~~duly~~Company ~~authorized~~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.

	Trans American Aquaculture, Inc.
Date: April 3, 2025	By:	/s/ Adam Thomas
		Adam Thomas, Chief Executive Officer

Item 4.01(b) New Independent Accountants

3On 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).

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

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