Item 4.01. Changes in Registrant’s
Certifying Accountant.
(a) On
April 7, 2017, General Steel Holdings, Inc. (the “Company”) engaged Simon & Edward, LLP (“S&E”)
as its principal accountant and dismissed Friedman LLP (“Friedman”) from that role. The change in accountants was approved
by the Company’s Audit Committee.
The
audit report of
Friedman on the Company’s financial
statements for the fiscal years ended December 31, 2015 and 2014 contained no adverse opinion or disclaimer of opinion, but
the report
raised substantial doubt about the Company’s ability to
continue
as a going concern
.
During
the Company’s two most recent fiscal years ended December 31, 2015 and 2014, which were audited by Friedman, and
for the year ended December 31, 2016 and the subsequent interim period through
April 7, 2017, the Company had no
“disagreements” (as described in Item 304(a)(1)(iv) of Regulation S-K) with Friedman 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 Friedman, would have caused it to make reference in connection with its opinion to the subject matter
of the disagreements.
During the Company’s two most
recent fiscal years ended December 31, 2015 and 2014, which were audited by Friedman, and for the year ended December 31,
2016 and the subsequent interim period through April 7, 2017, there was no “reportable event” within the meaning
of Item 304(a)(1)(v) of Regulation S-K.
In accordance
with Item 304(a)(3) of Regulation S-K, we furnished
Friedman with a copy of this Form 8-K on August 8, 2017, providing Friedman
with the opportunity to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it
agrees with the statements made by the Company herein in response to Item 304(a) of Regulation S-K as the same pertains to Friedman
and, if not, stating the respect in which it does not agree. A copy of Friedman’s response is filed as Exhibit 16.1 to this
Report.
(b)
On
April 7, 2017, the Company engaged S&E as the Company’s new independent registered public accounting firm
effective immediately. The retention of S&E was approved by the Audit Committee. During the Company’s two most
recent fiscal years ended December 31, 2015 and 2014 and for the year ended December 31, 2016 and the subsequent interim
period through April 7, 2017, neither the Company, nor anyone on behalf of the Company consulted with S&E regarding
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 financial statements, or (ii) any matter that was either the
subject of a disagreement as described in Item 304(a)(1)(iv) of Regulation S-K or a reportable event within the meaning of
Item 304(a)(1)(v) of Regulation S-K.