Item 4.01 Changes in Registrant's Certifying Accountant.

(a) Dismissal of Independent Registered Public Accounting Firm

The Audit Committee of the Board of Directors (the "Audit Committee") of Dave Inc. (the "Company") recently completed a comprehensive process to determine which audit firm would serve as the Company's independent registered public accounting firm. As a result of this process and following careful deliberation, the Company, with the approval of the Audit Committee, dismissed Moss Adams LLP ("Moss Adams") as the Company's independent registered public accounting firm on June 8, 2022, which was effective as of June 8, 2022. Moss Adams will continue to be engaged by the Company to perform limited review and audit procedures relating to their previously completed audit of the Company's financial statements for the year ended December 31, 2021.

Moss Adams' reports on the Company's consolidated financial statements for the years ended December 31, 2021 and 2020 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the audit of the Company's December 31, 2021 and 2020 financial statements, Moss Adams communicated the following, which noted deficiencies in internal control over financial reporting, which were considered to be material weaknesses:



     •    The Company did not design and maintain certain formal accounting
          policies, procedures, and internal controls to achieve complete, accurate
          and timely financial accounting, reporting and disclosures, including
          internal controls over the period-end financial reporting process
          addressing financial statement and footnote presentation and disclosures,
          account reconciliations, and journal entries. Additionally, the lack of a
          sufficient number of accounting and finance professionals resulted in an
          inability to consistently establish appropriate authorities and
          responsibilities in pursuit of the Company's financial reporting
          objectives, as demonstrated by, amongst other things, insufficient
          segregation of duties within the finance and accounting functions.



     •    The Company did not design and maintain effective controls over
          information technology ("IT") general controls for information systems
          that are relevant to the preparation of its financial statements,
          specifically, with respect to: (i) program change management controls to
          ensure that IT program and data changes affecting financial IT
          applications and underlying accounting records are identified, tested,
          authorized and implemented appropriately; (ii) user access controls to
          ensure appropriate segregation of duties and that adequately restrict
          user and privileged access to financial applications, programs, and data
          to appropriate company personnel: and (iii) computer operations controls
          to ensure that critical batch jobs are monitored and data backups are
          authorized and monitored.

Despite the material weaknesses, which had not been remediated as of December 31, 2021, the Company believes that the consolidated financial statements included in the Amendment No. 1 to Current Report on Form 8-K/A for the year ended December 31, 2021 present, in all material respects, the Company's financial position, results of operations, changes in stockholders' equity, and cash flows for the periods presented in conformity with U.S. generally accepted accounting principles.

During the years ended December 31, 2021 and 2020 and the subsequent interim period preceding Moss Adams' dismissal, there were:



    (i)  no disagreements (within the meaning of Item 304(a)(1)(iv) of Regulation
         S-K) with Moss Adams 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 Moss Adams, would
         have caused it to make reference to the subject matter of the
         disagreements in its reports on the consolidated financial statements of
         the Company; and



    (ii) other than the material weaknesses communicated above, no reportable
         events (as such term is defined in Item 304(a)(1)(v) of Regulation S-K).

The Company previously provided Moss Adams with a copy of this Form 8-K. Attached as Exhibit 16.1 is a copy of a letter from Moss Adams dated June 13, 2022.

(b) Appointment of New Independent Registered Public Accounting Firm

On June 8, 2022, the Company appointed Deloitte & Touche LLP ("Deloitte") as the Company's new independent registered public accounting firm for the year ending December 31, 2022, subject to Deloitte's completion of its client acceptance process. The Audit Committee approved the appointment.

During the years ended December 31, 2021 and December 31, 2020 and the subsequent interim period preceding Deloitte's engagement, neither the Company nor anyone on its behalf consulted Deloitte 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 consolidated financial statements, and no
         written report or oral advice was provided to the Company that Deloitte
         concluded was an important factor considered by the Company in reaching a
         decision as to the accounting, auditing or financial reporting issue; or



    (ii) any matter that was the subject of a disagreement (within the meaning of
         Item 304(a)(1)(iv) of Regulation S-K) or reportable event (within the
         meaning of Item 304(a)(1)(v) of Regulation S-K).

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.

Exhibit
  No.     Description

16.1        Letter from Moss Adams dated June 13, 2022

104       Cover Page Interactive Data File (formatted as inline XBRL)

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