Item 4.01 Changes in Registrant's Certifying Accountant.
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(a) | Dismissal of independent registered public accounting firm |
On November 10, 2022, the Audit Committee of the Board of Directors (the “Audit Committee”) of Hycroft Mining Holding Corporation (the “Company”), approved the dismissal of Plante & Moran, PLLC (“Plante Moran”) as the Company’s independent registered public accounting firm.
The audit reports of Plante Moran on the Company’s financial statements for the fiscal years ended December 31, 2020 and 2021, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except for Plante Moran’s report on the financial statements for the year ended December 31, 2020, which contained an explanatory paragraph expressing substantial doubt about the Company’s ability to continue as a going concern. There was no such modification for the year ended December 31, 2021, as the Company completed financing transactions during March of 2022.
During the two most recent fiscal years ended December 31, 2020 and 2021, and through the subsequent interim period preceding Plante Moran’s dismissal, there were no disagreements between the Company and Plante Moran on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Plante Moran, would have caused it to make reference thereto in its reports on the Company’s financial statements for such fiscal years.
During the two most recent fiscal years ended December 31, 2020 and 2021, and through the subsequent interim period preceding Plante Moran’s dismissal, there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K, except with respect to the material weakness in internal controls over financial reporting (related to certain SPAC warrants issued in connection with the Company’s 2018 initial going public transaction) during the years ended December 31, 2020 and 2021. After considering the guidance in the April 12, 2021, Securities and Exchange Commission’s “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies”, the material weakness was discussed with the Audit Committee, remediated, and is no longer continuing. The Company has authorized Plante Moran to respond fully to inquiries of the successor independent registered public accounting firm concerning the previously disclosed material weakness.
The Company provided Plante Moran with a copy of these disclosures as set forth under this Item 4.01 and Item 304(a) of Regulation S-K and requested Plante Moran furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether Plante Moran agrees with the above statements and, if not, stating the respects in which it does not agree. A copy of Plante Moran’s letter, dated November 16, 2022, is filed as as Exhibit 16.1 to this Form 8-K.
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| (b) | Engagement of new independent registered public accounting firm |
On November 10, 2022, the Audit Committee approved the engagement of Moss Adams, LLP, as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. During the two most recent fiscal years ended December 31, 2020 and 2021, and through November 10, 2022, neither the Company nor anyone on the Company’s behalf consulted with Moss Adams regarding any of the matters referred to in Item 304(a)(2)(i) or (ii) of Regulation S-K. The appointment of Moss Adams as the Company's independent registered public accounting firm was the result of a request for proposal process.