Item
4.01 Changes in Registrant’s Certifying Accountant.
On
August 8, 2022, the Company engaged Grassi & Co., CPAs, P.C. (“Grassi”) as its principal accountants for the fiscal
year ending December 31, 2022. On August 9, 2022, the Company notified KPMG LLP (“KPMG”) that it will be dismissed as the Company’s principal accountants, effective upon the completion of KPMG’s audit of the
Company’s consolidated financial statements as of and for the year ended December 31, 2021, and the issuance of its report
thereon. The decision to change accountants was approved by the Company’s Board of Directors and the Audit Committee thereof.
From January 1, 2020 to December 31, 2020, Grassi served as the principal accountants and provided audit services for the
Company.
During
the fiscal year ended December 31, 2021 and the subsequent interim period through August 9, 2022, there were no disagreements within
the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Company and KPMG on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of KPMG, would have caused KPMG to make reference to the subject matter of the disagreement in its report on the Company’s
consolidated financial statements.
During
the Company’s two fiscal years ended December 31, 2021 and the subsequent interim period through August 9, 2022, there were no
“reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K, other than as noted below.
On
May 16, 2022, management of the Company and the Audit Committee concluded that the Company’s previously issued condensed consolidated
financial statements as of and for the quarterly and year to date periods ended March 31, 2021, June 30, 2021, and September 30, 2021
(collectively, the “Relevant Periods”) are required to be restated and should no longer be relied upon primarily due to the
following errors: (i) the improper identification and elimination of intercompany transactions, (ii) incorrect estimates of chargeback
reserves for finance and insurance products, and (iii) certain financial statement misclassifications impacting various balance sheet
and income statement financial statement captions in the Relevant Periods. As such, the Company will restate its financial statements
for the Relevant Periods in its Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 10-K”). The Company’s
management has concluded that, in light of the misstatements described above, material weaknesses exist in the Company’s internal
control over financial reporting and that the Company’s disclosure controls and procedures were not effective. The Company’s
planned remediation with respect to such material weaknesses will be described in more detail in the 2021 10-K.
During
the fiscal year ended December 31, 2021 and the subsequent interim period through August 9, 2022, neither the Company nor anyone on its
behalf has consulted with Grassi regarding (i) the application of accounting principles to a specific transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a
written report nor oral advice was provided to the Company that Grassi concluded was an important factor considered by the Company in
reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matters that were the subject of a disagreement
within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any reportable event within the meaning
of Item 304(a)(1)(v) of Regulation S-K.
The
Company has provided KPMG with a copy of the foregoing disclosures prior to the date of the filing of this report and has requested KPMG
to furnish the Company with a letter addressed to the Securities and Exchange Commission (the “Commission”) stating whether
it agrees with the above statements. A copy of KPMG’s letter to the Commission, dated August 12, 2022, is filed as Exhibit 16 hereto.