MESA Mesa Air Group Inc

 

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): March 4, 2025

 

 

MESA AIR GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-38626	85-0302351
(State or other jurisdiction of incorporation)		(Commission File Number)	(I.R.S. Employer Identification Number)
	410 North 44th Street, Suite 700
	Phoenix, Arizona 85008
	(Address of principal executive offices, and zip code)
		(602) 685-4000
	(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
Common Stock, no par value	MESA	Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company 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 

 

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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. 

 

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Item 4.01. Changes in Registrant’s Certifying Accountant.

On November 1, 2024, CBIZ CPAs P.C. (“CBIZ”) acquired the attest business of Marcum LLP (“Marcum”), the present independent registered public accounting firm of Mesa Air Group, Inc (the “Company”). As a result of the acquisition of the Marcum attestation business, on March 4, 2025, the Company was notified by Marcum that Marcum will resign as the Company’s independent registered public accounting firm effective immediately upon the filing of the Company’s Form 10-K for the fiscal year ended September 30, 2024. Concurrently with the Marcum notification, on March 4, 2025, the Company, with the approval of the Audit Committee of the Company’s Board of Directors (the “Board”), has engaged CBIZ as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025.

During the period April 12, 2024 through March 4, 2025, the date Marcum informed the Company of their resignation, there were (a) no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Marcum, would have caused Marcum to make reference to such disagreement in its report and (b) no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions).

During the period April 12, 2024 through March 4, 2025, the date Marcum informed the Company of their resignation, neither the Company nor anyone on the Company's behalf consulted with CBIZ regarding (i) the application of accounting principles to a specific completed or contemplated transaction or regarding the type of audit opinions that might be rendered by CBIZ on the Company’s financial statements, and CBIZ did not provide any written or oral advice that was an important factor considered by the Company in reaching a decision as to any such accounting, auditing, or financial reporting issue or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions), as that term is described in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

The Company provided Marcum with a copy of this Current Report on Form 8-K prior to its filing with the U.S. Securities and Exchange Commission (the “SEC”) and requested that Marcum furnish the Company with a letter addressed to the SEC, pursuant to Item 304(a)(3) of Regulation S-K, stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter, dated March 4, 2025, is filed as Exhibit 16.1 (which is incorporated by reference herein) to this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Exhibit Description
16.1	Letter to the Securities and Exchange Commission from Marcum LLP dated as of March 4, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 hereunto duly authorized.

 

	Mesa Air Group, Inc.
Date: March 7, 2025	By: /s/ Brian S. Gillman
	Brian S. Gillman
	Executive Vice President and General Counsel

 

 

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TERMINATION OF CLIENT-AUDITOR RELATIONSHIP

 

March 4, 2025

 

Michael Lotz

Chief Financial Officer

Mesa Air Group, Inc.

410 North 44th Street Suite 700

Phoenix, AZ 85008

Re: Mesa Air Group, Inc.

Dear Michael:

This is to confirm that the client-auditor relationship between Mesa Air Group, Inc. (Commission File Number 0000810332) and Marcum llp will cease upon the Company filing their September 30, 2024 Form 10-K with the Securities and Exchange Commission.

Very truly yours,

 

/s/ Marcum llp

 

Sent Via E-Mail: Michael.Lotz@mesa-air.com

CC: Brian.Gillman@mesa-air.com

 

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v3.25.0.1

Document And Entity Information	Mar. 04, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 04, 2025
Entity Registrant Name	MESA AIR GROUP, INC.
Entity Central Index Key	0000810332
Entity Emerging Growth Company	false
Entity File Number	001-38626
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	85-0302351
Entity Address, Address Line One	410 North 44th Street
Entity Address, Address Line Two	Suite 700
Entity Address, City or Town	Phoenix
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85008
City Area Code	(602)
Local Phone Number	685-4000
Written Communications	false
Soliciting Material	false
Pre commencement Tender Offer	false
Pre commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, no par value
Trading Symbol	MESA
Security Exchange Name	NASDAQ

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