Item 4.01. Changes in Registrant's Certifying Accountant.
On May 26, 2022, the Audit Committee of the Board of Directors of RumbleOn, Inc.
(the "Company") re-engaged Grant Thornton LLP ("Grant Thornton") as the
Company's independent registered public accounting firm ("Independent
Accountant"), effective May 26, 2022.
Grant Thornton previously served as the Company's Independent Accountant from
November 19, 2019 to June 29, 2021 (the "Prior Engagement Period"). During the
Prior Engagement Period, Grant Thornton audited the Company's financial
statements as of and for the years ended December 31, 2020 and December 31,
2019. Grant Thornton's report on the Company's financial statements as of and
for the year ended December 31, 2020 did not contain any adverse opinion or
disclaimer of opinion, nor was the report qualified or modified as to
uncertainty, audit scope, or accounting principles. Grant Thornton's report on
the Company's financial statements as of and for the year ended December 31,
2019 included an explanatory paragraph regarding the Company's ability to
continue as a going concern, but otherwise did not contain any adverse opinion
or disclaimer of opinion, nor was the report qualified or modified as to
uncertainty, audit scope, or accounting principles.
Also, in connection with Grant Thornton's audit of the Company's financial
statements as of and for the years ended December 31, 2020 and December 31, 2019
and the subsequent interim period through June 29, 2021, there were (i) no
"disagreements" (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K
and the related instructions) between the Company and Grant Thornton 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 Grant Thornton, would have caused Grant Thornton to make a
reference to the subject matter thereof in connection with its reports on the
Company's financial statements for such years and (ii) no "reportable events"
(as that term is defined in Item 304(a)(1)(v) of Regulation S-K and the related
instructions).
Except as described in the two immediately preceding paragraphs soley in
connection with Grant Thornton's serving as the Company's Independent Accountant
during the Prior Engagement Period, during the years ended December 31, 2021 and
December 31, 2020, and through the subsequent interim period as of May 25, 2022,
neither the Company, nor any party on its behalf, consulted with Grant Thornton
regarding either (i) the application of accounting principles to a specific
transaction, either completed or proposed, or the type of audit opinion that
might be rendered with respect to the Company's financial statements, and no
written reports or oral advice were provided to the Company by Grant Thornton
that 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 that term is defined in Item
304(a)(1)(iv) of Regulation S-K and related instructions) or a reportable event
(as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
Also, on May 24, 2022, following discussions with the Audit Committee of the
Company's Board of Directors, the Company and Dixon Hughes Goodman LLP ("Dixon
Hughes") agreed that Dixon Hughes would not stand for reappointment as the
Company's Independent Accountant. Dixon Hughes was engaged as the Company's
Independent Accountant from June 29, 2021 to May 24, 2022 and audited the
Company's financial statements as of and for the year ended December 31, 2021.
Dixon Hughes' report on the Company's financial statements as of and for the
year ended December 31, 2021 did not contain any adverse opinion or disclaimer
of opinion, nor was the report qualified or modified as to uncertainty, audit
scope, or accounting principles.
During the years ended December 31, 2021 and 2020 and the subsequent interim
period through May 24, 2022, there were (i) no "disagreements" (as that term is
defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions)
between the Company and Dixon Hughes 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 Dixon Hughes, would have
caused Dixon Hughes to make a reference to the subject matter thereof in
connection with its report on the Company's financial statements for the year
ended December 31, 2021 and (ii) no "reportable events" (as that term is defined
in Item 304(a)(1)(v) of Regulation S-K and the related instructions), except
that Dixon Hughes issued an adverse opinion on the effectiveness of the
Company's internal control over financial reporting as of December 31, 2021 and
the Company disclosed material weaknesses in its internal control over financial
reporting in its Annual Report on Form 10-K for the year ended December 31,
2021.
The Company provided Dixon Hughes a copy of this Form 8-K and requested that
Dixon Hughes provide the Company a letter addressed to the Securities and
Exchange Commission stating whether or not it agrees with the above disclosures.
A copy of such letter is attached as Exhibit 16.1 to this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
16.1 Letter from Dixon Hughes Goodman LLP
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