Item 4.01 Changes in Registrant's Certifying Accountant.
(a) Dismissal of independent registered public accounting firm
On February 27, 2023, the board of directors (the "Board") of PhenixFIN
Corporation (the "Company") dismissed Ernst & Young LLP as the Company's
independent registered public accounting firm. The Board's decision to dismiss
Ernst & Young LLP was recommended by the audit committee of the Board.
The audit reports of Ernst & Young LLP on the Company's consolidated financial
statements as of and for the fiscal years ended September 30, 2021 and 2022 did
not contain an adverse opinion or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting principles. During the
fiscal years ended September 30, 2021 and 2022 and the subsequent period
preceding February 27, 2023, there were no disagreements with Ernst & Young LLP
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 Ernst & Young LLP, would have caused it to make reference
to the subject matter of such disagreements in connection with its reports, nor
were there any "reportable events", as such term is described in Item
304(a)(1)(v) of Regulation S-K promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act").
The Company provided Ernst & Young LLP with a copy of this Form 8-K prior to its
filing with the SEC and requested that Ernst & Young LLP provide the Company
with a letter addressed to the SEC stating whether it agrees with the above
statements. A copy of Ernst & Young LLP's letter dated March 3, 2023 is filed as
an exhibit to this Form 8-K.
(b) Appointment of new independent registered public accounting firm
On February 27, 2023, upon the recommendation of the audit committee, the Board
approved the appointment of KPMG LLP to serve as the Company's independent
registered public accounting firm to audit the Company's consolidated financial
statements for the fiscal year ending September 30, 2023.
During the fiscal years ended September 30, 2021 and 2022 and through February
27, 2023, neither the Company nor any person on its behalf has consulted with
KPMG LLP with respect to either (i) the application of accounting principles to
a specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's consolidated financial
statements or (ii) any matter that was either the subject of a "disagreement" or
a "reportable event" as such terms are described in Items 304(a)(1)(iv) or
304(a)(1)(v), respectively, of Regulation S-K promulgated under the Exchange
Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
16.1 Letter of Ernst & Young LLP
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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