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): ~~June~~July 2630, 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 41.01. ~~Changes~~Entry ininto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement.

On July 30, 2025, Trans American Aquaculture, Inc., a Colorado corporation (the “Company”), ~~has~~entered ~~dismissed~~into ~~Burton,~~an ~~McCumber~~Equity &Financing ~~Longoria,~~Agreement ~~LLP~~(“the EFA”) and Registration Rights Agreement (the “~~Former~~Registration ~~Accounting~~Rights ~~Firm~~Agreement”) with GHS Investments, LLC (“GHS”), aspursuant ~~its~~to ~~independent~~which ~~registered~~GHS ~~public~~agreed ~~accounting~~to ~~firm~~purchase up to $10,000,000 ~~effective~~in asshares of ~~June~~the ~~26,~~Company ~~2025.~~common Asstock, ~~described~~from intime ~~Item~~to ~~4.01(a)~~time ~~below,~~over the ~~change~~course inof ~~independent~~36 ~~registered~~months ~~public~~after ~~accounting~~effectiveness ~~firm~~of isa ~~not~~registration ~~the~~statement ~~result~~on Form S-1 of ~~any~~the ~~disagreement~~underlying ~~with~~shares of the ~~Former~~Company’s ~~Accounting~~common ~~Firm~~stock.

~~Item 4.01~~The EFA grants the Company the right, to direct GHS to purchase shares of the Company’s common stock on any business day (a “Put”), ~~Previous~~provided ~~Independent~~that ~~Accountants~~at least ten Trading Days (as defined in the EFA) have passed since the closing of the most recent Put. The purchase price of the shares of common stock contained in a Put shall be 80% of the lowest traded price of the Company common stock during the ten consecutive Trading Days preceding the date of the Put notice (the “Pricing Period”). In the event The Company up lists to Nasdaq or an equivalent national exchange, the purchase price will be 90% of the lowest volume-weighted average price over the Pricing Period subject to a floor of $0.0001. No Put will be made in an amount less than $5,000 or greater than $500,000 and any single drawdown may not exceed 200% of the average daily trading dollar volume of the Company’s common stock during the ten trading days preceding the Put. In no event is the Company entitled to make a Put or is GHS entitled to purchase and own cumulative shares greater than 4.99% of the Company’s shares of common stock outstanding on such date.

~~(i)~~The OnEFA ~~June~~will ~~26,~~terminate ~~2025,~~upon any of the ~~Company~~following events: ~~dismissed~~when GHS has purchased an aggregate of $10,000,000 in the ~~Former~~ ~~Accounting~~common ~~Firm~~stock asof ~~its~~the ~~independent~~Company ~~registered~~pursuant ~~public~~to ~~accounting~~the ~~firm~~EFA; ~~effective~~or on the date that is 36 months from date of the EFA.

~~(ii)~~Actual ~~The~~sales ~~report~~of shares of ~~the~~common ~~Former~~stock ~~Accounting~~to ~~Firm~~GHS onunder the ~~Company’s~~EFA ~~financial~~will ~~statements~~depend ason a variety of ~~and~~factors, including, the number of public shares the Company has available for trading on the open ~~year~~market ~~ended~~(excluding ~~December~~closely 31held and restricted stock), ~~2023~~market conditions, ~~contained~~the notrading ~~adverse~~price ~~opinion~~of orthe ~~disclaimer~~common stock, the number of shares outstanding, and the Company’s determinations as to the appropriate sources of ~~opinion~~funding for the Company and ~~was~~its ~~not~~operations. ~~qualified~~The ornet proceeds ~~modified~~under asthe EFA to ~~uncertainty,~~the ~~audit~~Company ~~scope,~~will ordepend ~~accounting~~on ~~principles~~the ~~except~~frequency asand ~~set~~prices ~~forth~~at inwhich ~~subparagraph (iii)~~the ~~below~~Company sells shares of stock to GHS.

The Registration Rights Agreement provides that the Company shall (~~iii~~i) ~~The~~use ~~report~~its ofbest ~~the~~efforts ~~Former~~to ~~Accounting~~file ~~Firm on~~with the ~~Company’s~~SEC ~~financial~~the ~~statements~~Registration asStatement within 30 calendar days of the date of the Registration Rights Agreement; and ~~for~~(ii) have the ~~year~~Registration ~~ended~~Statement ~~December~~declared ~~31,~~effective ~~2023,~~by ~~contained~~the anSEC ~~explanatory~~within ~~paragraph~~30 ~~which~~calendar ~~noted~~days after the ~~that~~date ~~there~~the ~~was~~Registration ~~substantial~~Statement ~~doubt~~is asfiled towith the ~~Company’s~~SEC, ~~ability~~but toin ~~continue~~no asevent amore ~~going~~than ~~concern~~calendar as90 ~~the~~days ~~Company~~after ~~has~~the ~~suffered~~Registration ~~recurring losses~~Statement ~~from operations~~is filed.

~~(iv)~~The ~~During~~Company ~~the~~will ~~fiscal~~use ~~year ended December 31, 2023, and during~~ the ~~interim~~proceeds ~~period~~from ~~through June 26, 2025, there (i) have been no disagreements with~~ the ~~Former~~Puts for ~~Accounting~~general ~~Firm~~corporate onand ~~any matter~~working ofcapital ~~accounting~~purposes ~~principles~~and acquisitions or ~~practices~~assets, ~~financial statement disclosure~~businesses, or ~~auditing~~operations ~~scope~~ or ~~procedure,~~for ~~which~~purposes ~~disagreements, if not resolved to~~ the ~~satisfaction~~Board of Directors ~~the~~deems ~~Former Accounting Firm, would have caused the Former Accounting Firm~~ to ~~make~~be ~~reference to the subject matter of such disagreements~~ in ~~its reports on~~ the ~~financial~~best ~~statements~~interests ~~for such years, and (ii) were no reportable events~~ of the ~~kind referenced in Item 304(a)(1)(v) of Regulation S-K~~Company.

(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, 2025.2

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.SIGNATURES

~~Item 4.01(b)~~Pursuant ~~New~~to ~~Independent~~the ~~Accountants~~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.

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.

	Trans American Aquaculture, Inc.

Date: August 5, 2025	By:	/s/ Adam Thomas
		Adam Thomas, Chief Executive Officer

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).3

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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