Orbital Energy Group Inc. filed SEC Form 8-K: Changes in Registrant’s Certifying Accountant, Financial Statements and Exhibits

false 0001108967 0001108967 2022-08-22 2022-08-22

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):

 

Commission File Number: 0-29923

 

(Exact Name of registrant as specified in Its Charter)

 

 

 

(832) 467-1420

 

(Registrant’s telephone number)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

 

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

Item 4.01 Changes in Registrant’s Certifying Accountant.

 

 

Grant Thornton LLP’s reports on the Company’s consolidated financial statements as of and for the years ended December 31, 2021 and 2020 did not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or audit principles.

 

In connection with the audit of Orbital Infrastructure Group, Inc., during the two fiscal years ended December 31, 2021 and 2020 and the subsequent period through August 22, 2022, there were no (1) disagreements between the Company and Grant Thornton LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with their opinion to the subject matter of the disagreement, or (2) reportable events as set forth in Item 304(a)(1)(iv) of Regulation S-K. The Company has provided Grant Thornton LLP with a copy of this Form 8-K and requested that Grant Thornton LLP provide the Company with a letter addressed to the Securities and Exchange Commission stating whether Grant Thornton LLP agrees with the statements related to them made by the Company in this report. A letter from Grant Thornton LLP is attached as Exhibit 16.1 of this Form 8-K.

 

 

During the two most recent fiscal years and any subsequent interim period prior to the August 22, 2022 engagement of PwC as our independent registered public accounting firm, neither the Company, nor anyone on its behalf, consulted PwC regarding 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 neither a written report was provided to the Company nor oral advice was provided that PwC concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue or any matter that was either the subject of a disagreement or a reportable event as defined in Regulation S-K, Item 304(a)(1)(iv) and Item 304(a)(1)(v), respectively.

 

 

 

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Signed and submitted this 24^th day of August 2022.

 

 

Orbital Infrastructure Group, Inc.