Item 4.01. Change in Registrant's Certifying Accountant.
(a) Dismissal of Previous Independent Registered Public Accounting Firm
On March 17, 2023, Coliseum Acquisition Corp. (the "Company") terminated its
engagement with Marcum LLP ("Marcum"), the Company's previous independent
registered public accountant, effective as of March 17, 2023. The dismissal of
Marcum was approved by the Company's audit committee (the "Audit Committee") in
accordance with the authority as specified in its charter.
Marcum's reports on the Company's financial statements the period from February
5, 2021 (inception) through December 31, 2021 and in the subsequent interim
periods through the date hereof did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles.
During the period from February 5, 2021 (inception) through December 31, 2021
and in the subsequent interim periods through the date hereof, there were (i) no
"disagreements" (as described in Item 304(a)(1)(iv) of Regulation S-K and the
related instructions) between the Company and Marcum on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which, if not resolved to Marcum's satisfaction, would have caused
Marcum to make reference thereto in their reports on the financial statements
for such period, and (ii) no "reportable events" within the meaning of Item
304(a)(1)(v) of Regulation SK, except that, as previously disclosed in Item 9A
of the Company's Annual Report on Form 10-K for the year ended December 31,
2021, management concluded that a deficiency in internal control over financial
reporting existed relating to the accounting treatment for complex financial
instruments and that the failure to properly account for such instruments
constituted a material weakness such that there was a reasonable possibility
that a material misstatement of the Company's annual or interim financial
statements will not be prevented or detected on a timely basis. This material
weakness resulted in the restatement of the Company's audited financial
statement as of June 25, 2021 and unaudited financial statements as of and for
the period ended June 30, 2021.
The Company provided Marcum with a copy of the disclosures it is making in this
Form 8-K prior to its submission to the Securities and Exchange Commission (the
"Commission") and requested that Marcum furnish the Company with a letter
addressed to the Commission stating whether or not it agrees with the above
statements. A copy of Marcum's letter, dated March 17, 2023, is filed as Exhibit
16.1 to this Form 8-K.
(b) Engagement of New Independent Registered Public Accounting Firm
On March 13, 2023, the Company engaged RBSM LLP ("RBSM") as its new independent
registered public accountant for the fiscal year ending December 31, 2022. The
engagement of RBSM was approved by the Audit Committee in accordance with the
authority as specified in its charter.
During the period from February 5, 2021 (inception) through December 31, 2021
and in the subsequent interim periods through the date hereof, the Company has
not consulted with RBSM regarding either: (i) the application of accounting
principles to any specified transaction, either completed or proposed, or the
type of audit opinion that might be rendered on the Company's financial
statements, and neither a written report nor oral advice was provided to the
Company that RBSM concluded was an important factor considered by the Company 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 (as defined in
Regulation S-K, Item 304(a)(1)(iv) and the related instructions) or a reportable
event (as defined in Regulation S-K, Item 304(a)(1)(v)).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
Exhibit No. Description
16.1 Letter from Marcum LLP to the Securities and Exchange Commission,
dated March 17, 2023.
104 Cover Page Interactive Data File (formatted as inline XBRL).
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