8-K: Houston American Energy Changes Auditors Post-Merger

Houston American Energy Corp. announced the dismissal of Baker Tilly and Marcum LLP and the appointment of CBIZ CPAs P.C. as its new independent registered public accounting firm.

Summary

• The audit committee of Houston American Energy Corp.'s board of directors approved the dismissal of Baker Tilly US, LLP and Marcum LLP as independent registered public accounting firms on October 2, 2025.
• Baker Tilly audited Abundia Global Impact Group, LLC (AGIG) prior to the share exchange, and Marcum LLP audited Houston American Energy Corp. (the Company) through October 2, 2025.
• The Company completed a reverse acquisition (Share Exchange) with AGIG unitholders on July 1, 2025, issuing 31,778,032 shares of Common Stock.
• For accounting purposes, AGIG's historical financial statements, audited by Baker Tilly, became the historical consolidated financial statements of the Company.
• CBIZ CPAs P.C. acquired the attest business of Marcum LLP, effective November 1, 2024.
• The audit committee approved the engagement of CBIZ CPAs P.C. as the Company's new independent registered public accounting firm on October 2, 2025.
• Neither Baker Tilly nor Marcum LLP issued adverse or disclaimed opinions, nor were their reports qualified or modified for the fiscal years ended December 31, 2024 and 2023.
• There were no disagreements with Baker Tilly or Marcum LLP on matters of accounting principles, financial statement disclosure, or auditing scope or procedure.
• Both AGIG and the Company had previously reported material weaknesses in internal control over financial reporting.

Sentiment

Score: 6

Explanation: The filing details a procedural change in auditors without reported disagreements, which is neutral to slightly positive. However, the previously disclosed material weaknesses in internal controls for both entities remain a concern, preventing a higher score.

Positives

• No disagreements were reported with the dismissed independent registered public accounting firms, Baker Tilly US, LLP and Marcum LLP, regarding accounting principles, practices, financial statement disclosure, or auditing scope or procedure.
• The reports of the former auditors for the fiscal years ended December 31, 2024 and 2023 did not contain adverse opinions, disclaimers of opinion, or qualifications/modifications as to uncertainty, audit scope, or accounting principles.

Negatives

• Both Abundia Global Impact Group, LLC (AGIG) and Houston American Energy Corp. had previously reported material weaknesses in internal control over financial reporting.

Risks

• Material weaknesses in internal control over financial reporting for Abundia Global Impact Group, LLC (AGIG) were previously reported in the Company's definitive proxy statement on Schedule 14A filed April 14, 2025.
• Material weaknesses in internal control over financial reporting for Houston American Energy Corp. were previously reported in the Company's annual report on Form 10-K filed February 24, 2025.

Future Outlook

The filing does not provide specific forward-looking statements or guidance beyond the administrative change in the independent registered public accounting firm.

Management Comments

• Edward Gillespie, Chief Executive Officer, signed the report on behalf of Houston American Energy Corp.

Industry Context

Changes in independent registered public accounting firms are common following significant corporate events such as mergers, acquisitions, or reverse acquisitions, as well as when accounting firms themselves undergo acquisitions. This change aligns with industry practice where the accounting acquirer's auditor often becomes the auditor for the combined entity, and also reflects the acquisition of Marcum's attest business by CBIZ CPAs.

Comparison to Industry Standards

• NA

Corporate Governance

Stakeholder Impact

• Shareholders: Will have a new independent auditor, CBIZ CPAs P.C., overseeing the financial statements, which is a standard governance practice following significant corporate transactions. The previously reported material weaknesses in internal controls remain a point of attention for investors.

Next Steps

• CBIZ CPAs P.C. will now serve as the independent registered public accounting firm for Houston American Energy Corp.

Key Dates

Recommendation

The filing details a routine change in the company's independent registered public accounting firm, driven by a recent reverse acquisition and an accounting firm acquisition. There were no reported disagreements with the former auditors, which is a positive. However, the previously disclosed material weaknesses in internal control over financial reporting for both the company and its accounting acquirer remain a concern that investors should monitor. This administrative change itself does not provide new fundamental information to warrant a change in investment thesis, hence a 'hold' recommendation is appropriate.

Keywords

Houston American Energy, HUSA, Abundia Global Impact Group, AGIG, auditor change, accounting firm, reverse acquisition, SEC filing, 8-K, CBIZ CPAs, Baker Tilly, Marcum LLP, internal controls, financial reporting