| Item 4.01. |
Changes in Registrant’s Certifying Accountant.
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(a) Dismissal of Independent Registered Public Accounting Firm
The Audit Committee (the “Audit Committee”) of the Board of
Directors (the “Board”) of 5E Advanced Materials, Inc. (the
“Company”), with the assistance of the Company’s management,
conducted an auditor review, and a selection process, in order to
select the firm to serve as the Company’s independent registered
public accounting firm for the fiscal year ending June 30,
2023. As a result, the Audit Committee recommended to the Board the
dismissal of BDO USA, LLP (“BDO”) as the Company’s
independent registered public accounting firm, which decision was
approved by the Board on September 27, 2022, and communicated
to BDO on September 28, 2022.
BDO’s audit report on the Company’s consolidated financial
statements for the fiscal years ended June 30, 2022 and
June 30, 2021 did not contain any adverse opinions or
disclaimers of opinion, and was not qualified or modified as to
uncertainty, audit scope or accounting principles.
During the fiscal years ended June 30, 2021, June 30,
2022 and the subsequent interim period through September 28,
2022, there were no (i) “disagreements,” with BDO, as such
term is described in
Item 304(a)(1)(iv) of Regulation S-K promulgated under
the Securities Exchange Act of 1934, as amended, and the
related instructions thereto (“Regulation S-K”), on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement(s) or reportable
event(s), if not resolved to the satisfaction of BDO, would
have caused BDO to make reference to the subject matter
of the disagreement(s) or reportable event(s) in connection with
its report on the Company’s consolidated financial statements for
the fiscal year ended June 30, 2022 and 2021, or (ii)
“reportable events,” as such term is described in
Item 304(a)(1)(v) of Regulation S-K, except for the material weakness
disclosed in the Company’s Form 10-K for the fiscal year ended
June 30, 2022, relating to the Company’s internal control over
financial reporting.
In accordance with Item 304(a)(3) of Regulation
S-K, the Company
provided BDO with a copy of the disclosures it is making
in this Current Report on Form 8-K (this “Current Report”) prior to
the time this Current Report was filed with the Securities and
Exchange Commission (the “SEC”). The Company requested
that BDO furnish a letter addressed to the SEC stating
whether or not it agrees with the statements made in this Current
Report. A copy of BDO’s letter addressed to the SEC, dated October
3, 2022, is filed as Exhibit 16.1 to this Amendment.
(b) Engagement of New Independent Registered Public Accounting
Firm
On September 27, 2022, following the auditor review and selection
process described above, the Board, upon the recommendation of the
Audit Committee, approved the appointment of PricewaterhouseCoopers
LLP (“PwC”) as the Company’s independent registered public
accounting firm for the fiscal year ending June 30, 2023.
During the fiscal years ended June 30, 2022 and 2021, and the
subsequent interim period through September 28, 2022, neither
the Company nor any person on its behalf consulted with PwC 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, and neither a written report was
provided to the Company nor oral advice was provided that PwC
concluded was an important factor in reaching a decision as to any
accounting, auditing or financial reporting issue; 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) and 304(a)(1)(v) of Regulation
S-K, respectively.
| Item 9.01. |
Financial Statements and Exhibits.
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(d) Exhibits