UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 4.01 | Changes in Registrant’s Certifying Accountant |
(a) Resignation or Dismissal of Previous Independent Registered Public Accounting Firm
On July 24, 2025, Arvana Inc. (the “Company”) dismissed the firm Michael Gillespie & Associates, PLLC (“MGA”) as the independent registered public accounting firm for the Company. The decision to dismiss MGA was approved by the Board of Directors.
The audit report of MGA on the Company’s financial statements for the year ended December 31, 2024, did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to audit scope or accounting principles. However, the report included an explanatory paragraph describing conditions raising substantial doubt about the Company’s ability to continue as a going concern, which is considered a modification related to uncertainty under Item 304(a)(1)(v) of Regulation S-K.
For the year ended December 31, 2024 and the subsequent interim period through July 24, 2025, there were no disagreements with MGA on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements—if not resolved to MGA’s satisfaction—would have caused it to make reference in connection with its report to the subject matter of the disagreement. Also, during this period there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K, except as described above relating to the going concern explanatory paragraph.
The Company provided MGA with a copy of this Current Report on Form 8-K prior to filing with the Securities and Exchange Commission (the “Commission”), and requested that MGA furnish a letter addressed to the Commission stating whether or not MGA agrees with the above statements. MGA has not furnished the requested letter as of the filing date of this Form 8-K.
(b) Engagement of New Independent Registered Public Accounting Firm
On July 25, 2025, the Company engaged MAC Accounting Group & CPAs, LLP (“MAC”) as the independent registered public accounting firm for the Company, subject to completion of MAC’s acceptance procedures. The decision to engage MAC was approved by the Board of Directors.
During the fiscal year ended December 31, 2024 and the subsequent interim periods through July 24, 2025, the Company’s Chief Financial Officer had limited high-level discussions with MAC in June and July 2025 regarding general accounting concepts. No consultations occurred prior to that time. These discussions did not involve the application of accounting principles to any specific transaction, either completed or proposed, nor did they involve the type of audit opinion that might be rendered on the Company’s financial statements or the effectiveness of internal control over financial reporting.
No written report or oral advice was provided by MAC that was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue. In addition, neither the Company nor anyone acting on its behalf consulted with MAC regarding (i) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K; or (ii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
Exhibit No. Description
16.1 N/A – Letter has not yet been provided by Michael Gillespie & Associates, PLLC
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ARVANA INC.
Date: July 29, 2025
By: /s/Andrew E. Morrison
Andrew E. Morrison
Chief Financial Officer
(Principal Financial and Accounting Officer)