Form 8-K - Current report
August 08 2024 - 4:05PM
Edgar (US Regulatory)
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): August 2, 2024
Gulf
Coast Ultra Deep Royalty Trust
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-36386 |
|
46-6448579 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
The
Bank of New York Mellon Trust Company, N.A., as trustee
601
Travis Street, 16th Floor
Houston,
Texas |
|
77002 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (512) 236-6555
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 (see General Instruction A.2. below):
| ☐ |
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-(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: None
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 ☐
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. ☐
Item
4.01. Changes in Registrant’s Certifying Accountant.
| (a) | Dismissal
of Previous Independent Registered Public Accounting Firm |
On
August 2, 2024, The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) of Gulf Coast Ultra Deep Royalty
Trust (the “Trust”), dismissed Ernst & Young LLP (“E&Y”) as the independent registered public accounting
firm of the Trust. The Trustee has authorized E&Y to respond fully to the inquiries of the successor auditors.
The
reports of E&Y on the Trust’s financial statements (which were prepared in conformity with the modified cash basis of accounting)
for the fiscal years ended December 31, 2023 and December 31, 2022 contained no adverse opinions or disclaimers of opinions and were
not qualified or modified as to uncertainty, audit scope, or accounting principles.
During
the fiscal years ended December 31, 2023 and December 31, 2022, and the subsequent interim period through August 2, 2024, there were
(i) no disagreements between the Trust and E&Y 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 E&Y, would have caused E&Y to make
reference to the subject matter of the disagreement in E&Y’s reports on the Trust’s financial statements for such years,
and (ii) no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The
Trust provided E&Y with a copy of the disclosures it is making in this Current Report on Form 8-K (the “Report”) prior
to the time the Report was filed with the Securities and Exchange Commission (the “SEC”). The Trust requested that E&Y
furnish a letter addressed to the SEC stating whether or not it agrees with the statements made herein. A copy of E&Y’s letter,
dated August 8, 2024, is attached hereto as Exhibit 16.1.
| (b) | Engagement
of New Independent Registered Public Accounting Firm |
On
August 2, 2024, the Trustee engaged Weaver and Tidwell, L.L.P. (“Weaver”) as the Trust’s independent registered public
accounting firm for the year ending December 31, 2024 effective immediately. During the fiscal years ended December 31, 2023 and 2022,
respectively, and the subsequent interim period through August 2, 2024, neither the Trust nor anyone acting on its behalf has consulted
with Weaver on any of the matters or events set forth in Item 304(a)(2)(i) or 304(a)(2)(ii) of Regulation S-K.
Item
9.01 Financial Statements and 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.
| |
Gulf
Coast Ultra Deep Royalty Trust |
| |
|
|
| |
By: |
The
Bank of New York Mellon Trust Company, N.A., as Trustee |
| |
|
|
| |
By: |
/s/
Sarah Newell |
| |
|
Sarah
Newell |
| |
|
Vice
President |
| |
|
|
| Date:
August 8, 2024 |
|
|
Exhibit
16.1
August
8, 2024
Securities
and Exchange Commission
100
F Street, N.E.
Washington,
DC 20549
Commissioners:
We
have read Item 4.01 of Form 8-K dated August 8, 2024, of Gulf Coast Ultra Deep Royalty Trust and are in agreement with the statements
contained in the first four paragraphs on page two therein. We have no basis to agree or disagree with other statements of the registrant
contained therein.
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