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): ~~October~~February 724, ~~2024~~2025

DRIVEITAWAY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-52883		20-4456503
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

3401 Market Street, Suite 200/201, Philadelphia, PA		19104
(Address of principal executive offices)		(Zip Code)

(856) 577-2763

(Registrant’s telephone number, including area code)

(Former name 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))

~~ITEM~~Item 4.0102. ~~CHANGES~~Non-Reliance INon ~~REGISTRANT’S~~Previously ~~CERTIFYING~~Issued ~~ACCOUNTANT~~Financial Statements or a Related Audit Report or Completed Interim Review.

(On or about February 24, 2025, the management of DriveItAway Holdings, Inc., a Delaware corporation (the “Company”), ~~Dismissal~~identified ofmaterial ~~Mac~~errors in ~~Accounting~~the ~~Group~~previously &released ~~CPAs~~financial statements for the three and nine months ended June 30, ~~LLP~~2024 (the “~~MAC~~Non-Reliance Period”) and concluded that such financial statements should no longer be relied upon.

OnThe ~~September~~errors ~~30,~~discovered ~~2024,~~for the ~~Board~~Non-Reliance ofPeriod ~~Directors~~relate ofto ~~DriveItAway Holdings, Inc. (~~the ~~“Registrant”~~Non-Reliance orPeriod’s ~~the~~convertible ~~‘Company”)~~notes ~~dismissed~~payable ~~Mac~~and ~~Accounting~~related ~~Group &~~derivative ~~CPAs,~~liabilities. ~~LLP~~The ~~(MAC)~~Company’s asmanagement is ~~its~~currently ~~independent~~endeavoring ~~registered~~to ~~public~~make ~~accounting~~the ~~firm~~necessary corrections.

~~During~~The Company’s management has concluded that it is appropriate to correct the ~~period~~errors ofin ~~MAC’s engagement~~accounting asin the Company’s ~~independent~~financial ~~registered~~statements ~~public~~for the ~~accounting~~Non-Reliance ~~firm~~Period ~~through~~included ~~September~~in ~~30,~~the ~~2024~~ applicable Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (the “~~Engagement Period~~SEC”), ~~there~~by ~~were~~restating nosuch ~~disagreements~~financial information as ~~defined~~the inimpact ~~Item 304~~ of ~~Regulation~~the ~~S-K~~errors ~~with~~in ~~MAC~~the onfinancial statements ~~any~~is ~~matter~~expected ofto ~~accounting~~be ~~principles~~material ~~or practices,~~to the financial ~~statement~~statements ~~disclosure,~~for orthe ~~auditing~~Non-Reliance ~~scope~~Period or(the ~~procedure,~~“Restatement”). The ~~which~~Company ~~disagreements,~~will ifdisclose ~~not~~in ~~resolved~~the to-be-filed Amended Quarterly Reports on Form 10-Q for the ~~satisfaction~~three ofand nine months ended June 30, ~~MAC~~2024, ~~would~~the ~~have~~financial ~~caused~~statements itwith corrections to ~~make~~the ~~reference~~errors in ~~connection~~accounting ~~with~~for ~~any~~the ~~opinion~~Non-Reliance toPeriod. ~~the~~As ~~subject~~a ~~matter~~result, ofthe financial statements for the ~~disagreement~~Non-Reliance Period should no longer be relied on. ~~Further~~Similarly, ~~during~~any previously issued or filed reports, press ~~the~~releases, ~~Engagement~~earnings ~~Period~~releases, ~~there~~and ~~were~~investor nopresentations ~~reportable~~or ~~events~~other ~~(as~~communications ~~defined~~describing inthe ~~Item~~Company’s ~~304(a)(1)(v)~~financial ofstatements and ~~Regulation~~other Srelated financial information covering the Non-K)Reliance Periods should no longer be relied upon.

~~The~~Management ~~Registrant~~ has ~~provided~~assessed ~~MAC~~the effect ~~with~~of athe ~~copy~~Restatement ofon ~~this~~the ~~Report~~Company’s ~~prior~~internal tocontrol over financial reporting and its ~~filing~~disclosure ~~with~~controls and procedures. As a result of the ~~SEC~~analysis ~~and~~of ~~requested~~the ~~MAC~~cause toof ~~furnish~~the Restatement, the ~~Registrant~~Company ~~with~~will continue to report a ~~letter~~material ~~addressed~~weakness. toA ~~the~~material weakness is a deficiency, ~~SEC~~or a combination of deficiencies, ~~stating~~in ~~whether~~internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not itbe ~~agrees~~prevented ~~with~~or ~~the~~detected ~~statements~~on ~~made~~a ~~above~~timely basis. AThe ~~copy~~ existence of ~~MAC~~one or more material weaknesses precludes a conclusion by management that the Company’s ~~letter~~disclosure ~~dated~~controls ~~November~~and ~~14,~~procedures ~~2024~~and internal control over financial reporting are effective. As a result of the material weaknesses, ~~confirming~~the Company continues to believe that its ~~agreement~~internal ~~with~~control ~~the~~over ~~disclosures~~financial inreporting ~~this~~was ~~Item~~not ~~4.01 is~~effective, ~~attached~~and asits ~~Exhibit~~disclosure ~~16.1~~controls toand ~~this~~procedures ~~Form~~were 8not effective for the Non-KReliance Periods.

~~(b)~~The ~~Engagement~~Company’s ofmanagement has discussed the matters disclosed in this Item 4.02 with Victor ~~Mokoulu~~Mokuolu, CPA, PLLC, ~~(“Mokoulu”)~~the Company’s independent registered public accounting firm since September 2024.

On October 7, 2024, the Board of Directors appointed Victor Mokoulu, CPA PLLC (“Mokoulu”), an independent registered public accounting firm which is registered with, and governed by the rules of, the Public Company Accounting Oversight Board, as our independent registered public accounting firm. During our two most recent fiscal years through September 30, 2024, neither us nor anyone on our behalf consulted Mokoulu regarding either (1) the application of accounting principles to a specified transaction regarding us, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements; or (2) any matter regarding us that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01 Financial Statements and Exhibits

(a) Financial statements of businesses acquired.

Not applicable

(b) Pro forma financial information.

Not applicable

(c) Shell company transactions.

Not applicable

(d) Exhibits

Exhibit No.		Description of Exhibit
16.1		Letter from Mac Accounting Group & CPAs, LLP

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DRIVEITAWAY HOLDINGS, INC.
Dated: November 14, 2024	By:	/s/ John Possumato
Dated: February 24, 2025	By:	/s/ John Possumato
		Name: John Possumato
		Title: Chief Executive Officer

Filing Compare · Driveitaway Holdings, Inc.