Item 4.01 Changes in Registrant's Certifying Accountant.
(a) Dismissal of independent registered public accounting firm
On November 10, 2022, the Audit Committee of the Board of Directors (the "Audit
Committee") of Hycroft Mining Holding Corporation (the "Company"), approved the
dismissal of Plante & Moran, PLLC ("Plante Moran") as the Company's independent
registered public accounting firm.
The audit reports of Plante Moran on the Company's financial statements for the
fiscal years ended December 31, 2020 and 2021, did not contain an adverse
opinion or a disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope, or accounting principles, except for Plante Moran's
report on the financial statements for the year ended December 31, 2020, which
contained an explanatory paragraph expressing substantial doubt about the
Company's ability to continue as a going concern. There was no such modification
for the year ended December 31, 2021, as the Company completed financing
transactions during March of 2022.
During the two most recent fiscal years ended December 31, 2020 and 2021, and
through the subsequent interim period preceding Plante Moran's dismissal, there
were no disagreements between the Company and Plante Moran on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedures, which disagreements, if not resolved to the satisfaction of
Plante Moran, would have caused it to make reference thereto in its reports on
the Company's financial statements for such fiscal years.
During the two most recent fiscal years ended December 31, 2020 and 2021, and
through the subsequent interim period preceding Plante Moran's dismissal, there
were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K,
except with respect to the material weakness in internal controls over financial
reporting (related to certain SPAC warrants issued in connection with the
Company's 2018 initial going public transaction) during the years ended December
31, 2020 and 2021. After considering the guidance in the April 12, 2021,
Securities and Exchange Commission's "Staff Statement on Accounting and
Reporting Considerations for Warrants Issued by Special Purpose Acquisition
Companies", the material weakness was discussed with the Audit Committee,
remediated, and is no longer continuing. The Company has authorized Plante Moran
to respond fully to inquiries of the successor independent registered public
accounting firm concerning the previously disclosed material weakness.
The Company provided Plante Moran with a copy of these disclosures as set forth
under this Item 4.01 and Item 304(a) of Regulation S-K and requested Plante
Moran furnish the Company with a letter addressed to the Securities and Exchange
Commission stating whether Plante Moran agrees with the above statements and, if
not, stating the respects in which it does not agree. A copy of Plante Moran's
letter, dated November 16, 2022, is filed as as Exhibit 16.1 to this Form 8-K.
(b) Engagement of new independent registered public accounting firm
On November 10, 2022, the Audit Committee approved the engagement of Moss Adams,
LLP, as the Company's independent registered public accounting firm for the
fiscal year ending December 31, 2022. During the two most recent fiscal years
ended December 31, 2020 and 2021, and through November 10, 2022, neither the
Company nor anyone on the Company's behalf consulted with Moss Adams regarding
any of the matters referred to in Item 304(a)(2)(i) or (ii) of Regulation S-K.
The appointment of Moss Adams as the Company's independent registered public
accounting firm was the result of a request for proposal process.
--------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The list of exhibits is set forth on the Exhibit Index of this Current Report on
Form 8-K and is incorporated herein by reference.
© Edgar Online, source Glimpses