Item 4.01 Changes in Registrant's Certifying Accountant.
On August 6, 2021, the audit committee of the board of directors (the "Audit
Committee") of Reservoir Media, Inc. (formerly known as Roth CH Acquisition II
Co.), a Delaware corporation (the "Company"), approved the appointment of
Deloitte & Touche LLP ("Deloitte") as the Company's independent registered
public accounting firm to audit the Company's consolidated financial statements
for the year ending March 31, 2022. Deloitte served as the independent auditor
of Reservoir Holdings, Inc. prior to the consummation of the business
combination with the Company. Accordingly, on August 6, 2021, the Audit
Committee dismissed Marcum LLP ("Marcum"), the Company's independent registered
public accounting firm.
Marcum's report on the Company's balance sheets as of December 31, 2020 and 2019
and the related statements of operations, statements of changes in stockholders'
equity and cash flows for each of the year ended December 31, 2020 and for the
period from February 13, 2019 (inception) through December 31, 2019 did not
contain an adverse opinion or a disclaimer of opinion and were not qualified or
modified as to uncertainties, audit scope or accounting principles.
During the period from February 13, 2019 (inception) through December 31, 2019,
the year ended December 31, 2020 and the subsequent interim period through
August 6, 2021, there were no (i) disagreements with Marcum on any matter of
accounting principles or practices, financial statement disclosures or audit
scope or procedures, which disagreements, if not resolved to Marcum's
satisfaction, would have caused Marcum to make reference to the subject matter
of the disagreement in connection with its report or (ii) "reportable events,"
as such term is defined in Item 304(a)(1)(v) of Regulation S-K under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
The Company has provided Marcum with a copy of the disclosures made by the
Company in response to this Item 4.01 and has requested that Marcum furnish the
Company with a letter addressed to the Securities and Exchange Commission
stating whether it agrees with the statements made by the Company in response to
Item 304(a) of Regulation S-K under the Exchange Act and, if not, stating the
respects in which it does not agree. A copy of the letter from Marcum is
attached as Exhibit 16.1 to this Current Report on Form 8-K.
During the period from February 13, 2019 (inception) through December 31, 2019,
the year ended December 31, 2020 and the subsequent interim period through
August 6, 2021, neither the Company nor anyone on the Company's behalf consulted
Deloitte 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 financial statements, and
neither a written report nor oral advice was provided to the Company by Deloitte
that Deloitte 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" or a
"reportable event," as such terms are defined in Item 304(a)(1)(iv) and Item
304(a)(1)(v), respectively, of Regulation S-K under the Exchange Act.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
Exhibit
No. Description
16.1 Letter from Marcum LLP to the Securities and Exchange Commission,
dated August 9, 2021.
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL.
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