Mediaco Holding Inc. filed SEC Form 8-K: Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Changes in Registrant’s Certifying Accountant.

On May 7, 2025, MediaCo Holding, Inc. (the “Company”) dismissed Ernst & Young LLP (“Ernst & Young”) as the Company’s independent registered public accounting firm.

The reports of Ernst & Young on the consolidated balance sheets of MediaCo Holding Inc. and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, changes in equity and noncontrolling interests, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

On May 5, 2025, the Audit Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) approved the decision to change independent registered public accounting firms.

In connection with the audits of the Company’s financial statements for each of the two most recently completed fiscal years and through May 7, 2025, there have been no disagreements as defined in Item 304(a)(1)(iv) of Regulation S-K between the Company and Ernst & Young on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Ernst & Young, would have caused Ernst & Young to make reference to the subject matter of such disagreement(s) in connection with its reports.  During the same period, there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K, except for the communication by Ernst & Young of a material weakness over the accounting for the Company’s business combination with Estrella Broadcasting, Inc., which included lack of appropriate oversight of third-party valuation specialists and insufficient design and implementation of controls over the completeness and accuracy of data and certain assumptions used in the valuation of intangible assets, as well as insufficient competent resources with an appropriate level of accounting knowledge and experience commensurate with the accounting for business combinations.

On May 7, 2025, the Committee approved the appointment of Deloitte & Touche LLP (“Deloitte”) as its independent registered public accounting firm to audit the Company’s financial statements as of and for the fiscal year ending December 31, 2025 and to review the Company’s financial statements for the fiscal quarters within the fiscal year ending December 31, 2025. The engagement of Deloitte is subject to the completion of Deloitte’s standard client acceptance and independence procedures and execution of an engagement letter.

During the two most recent fiscal years and through May 7, 2025, neither the Company nor anyone on its behalf consulted with Deloitte regarding either 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 financial statements of the Company, or regarding any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).

Financial Statements and Exhibits.