SEC Form 8-K filed by Alliance Entertainment Holding Corporation
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 4.01 | Changes in Registrant’s Certifying Accountant. |
(a) Dismissal of Independent Registered Public Accounting Firm
On November 18, 2024, the Audit Committee of Alliance Entertainment Holding Corporation (the “Company”) dismissed BDO USA, P.C. (“BDO”) as the Company’s independent registered public accounting firm. The Company’s Audit Committee and Board of Directors participated in and approved the decision to change the Company’s independent registered public accounting firm.
BDO’s reports on the Company’s consolidated financial statements, which were included in the Company’s Annual Reports on Form 10-K for the fiscal years ended June 30, 2024 and June 30, 2023, did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that the report of BDO dated October 18, 2023 contained an explanatory paragraph expressing substantial doubt about the Company’s ability to continue as a going concern.
During the fiscal years ended June 30, 2024 and 2023, and the subsequent interim period through November 18, 2024, there were no disagreements with BDO 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 BDO, would have caused BDO to make reference to the subject matter of the disagreements as defined in Item 304(a)(1)(iv) of Regulation S-K in connection with any reports it would have issued, and there were no “reportable events” as such term is described in Item 304(a)(1)(v) of Regulation S-K, except for the material weaknesses in internal control over financial reporting related to the Company’s entity level controls, information technology general controls, and financial close processes described in Item 9A of our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 and the material weaknesses in internal control over financial reporting related to the Company’s entity level controls, information technology general controls, financial close processes, disclosures and related processes, and the annual impairment analysis described in Item 9A of our Annual Report on Form 10-K for the fiscal year ended June 30, 2023.
The Company has provided BDO with a copy of the foregoing disclosure and requested that BDO furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with such disclosure. A copy of the letter from BDO dated as of November 21, 2024 is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Engagement of New Independent Registered Public Accounting Firm
On November 18, 2024, the Company’s Audit Committee approved, and the Company’s Board of Directors (the “Board”) ratified, the engagement of Grassi & Co., CPAs, P.C. (the “New Auditor”), and appointed the New Auditor as the Company’s independent registered public accounting firm as of November 18, 2024. During the past two fiscal years ended June 30, 2023 and 2024, and the subsequent interim period through November 18, 2024, neither the Company nor anyone on the Company’s behalf consulted with the New Auditor with respect to either (i)(a) the application of accounting principles to a specified transaction, either completed or proposed, or (b) the type of audit opinion that might be rendered on financial statements, and no written report nor oral advice was provided to the Company that the New Auditor concluded was an important factor that the Company consider in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any other matter that was the subject of a “disagreement” or a “reportable event” (as these terms are defined in Item 304(a)(1) of Regulation S-K and the related instructions).
| Item 9.01 | Financial Statements and Other Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Exhibit | |
| 16.1 | Letter from BDO USA, P.C. regarding change in certifying accountant. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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 hereunto duly authorized.
| Dated: November 21, 2024 | ALLIANCE ENTERTAINMENT HOLDING CORPORATION | |
| By: | /s/ Bruce Ogilvie | |
| Name: | Bruce Ogilvie | |
| Title: | Executive Chairman | |