Current Report Filing (8-k)
May 03 2023 - 2:25PM
Edgar (US Regulatory)
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2023-04-28
2023-04-28
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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): April 28,
2023
ARVANA
INC.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or other jurisdiction of incorporation) |
000-30695
(Commission
File
Number) |
87-0618509
(IRS
Employer Identification No.) |
299
Main Street, 13th
Floor, Salt
Lake City, Utah
84111
(Address
of principal executive offices) (Zip code)
Registrant’s
telephone number, including area code: (801)
232-7395
N/A
(Former
name or former address, if changed since last report.)
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 (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 |
n/a |
n/a |
n/a |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.45
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check number 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
4.01 Changes in Registrant’s Certifying Accountant.
(a)
On April 28, 2023, Davidson & Company LLP (“Davidson”) was dismissed as the independent registered public accounting
firm for Arvana Inc. (“Arvana”). The decision to dismiss Davidson was approved by Arvana’s board of
directors.
During
the years ended December 31, 2022, and December 31, 2021, and the subsequent interim periods through April 28, 2023, there were no (1)
disagreements with Davidson on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or
procedures, which disagreements, if not resolved to its satisfaction, would have caused Davidson to make reference in connection with
its opinion to the subject matter of the disagreement, or (2) reportable events under Item 304(a)(1)(v) of Regulation S-K.
The
audit reports of Davidson on Arvana’s financial statements as of and for the years ended December 31, 2022, and 2021, did not contain
an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.
Arvana
provided Davidson with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (“Commission”)
and requested that Davidson furnish it with a letter addressed to the Commission stating whether or not it agrees with the above statements.
A copy of Davidson’s letter, dated May 2, 2023, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b)
On April 28, 2023, Arvana’s board of directors approved the engagement of Assurance Dimensions as Arvana’s independent
registered public accounting firm for its fiscal year ended December 31, 2023.
During
the fiscal years ended December 31, 2022, and 2021, and the subsequent interim periods through April 28, 2023, neither Arvana nor anyone
acting on its behalf consulted with Assurance Dimensions regarding (i) the application of accounting principles to a specific transaction,
either completed or proposed, or the type of audit opinion that might be rendered on Arvana’s financial statements or the effectiveness
of internal control over financial reporting, and neither a written report or oral advice was provided to Arvana that Assurance Dimensions
concluded was an important factor considered by Arvana in reaching a decision as to any accounting, auditing, or financial reporting
issue, (ii) any matter that was the subject of disagreement within the meaning of Item 304(a)(1)(iv) or Regulation S-K, or (iii) 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
SIGNATURE
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 hereunto duly authorized.
Arvana
Inc. |
Date |
|
|
By:
/s/ Ruairidh Campbell |
May 3,
2023 |
Name:
Ruairidh Campbell |
|
Title:
Chief Executive Officer and a Director |
|
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