Shoals Technologies Group Inc. filed SEC Form 8-K: Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits
$SHLS
Semiconductors
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 11, 2025
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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).
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Item 4.01. Changes in Registrant's Certifying Accountant.
(a) Previous independent registered public accounting firm
On March 11, 2025, BDO USA, P.C. (“BDO”) was notified on behalf of the Audit Committee of the Board of Directors (the “Audit Committee”) of Shoals Technologies Group, Inc. (the “Company”) that it was dismissed as the Company’s independent registered public accounting firm effective immediately.
The audit reports of BDO on the Company’s consolidated financial statements as of and for the years ended December 31, 2024 and 2023, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
During the Company’s two fiscal years ended December 31, 2024 and 2023, and in the subsequent interim period through March 11, 2025, there were no “disagreements” (as that term is described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and BDO on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which, if not resolved to the satisfaction of BDO, would have caused BDO to make reference to the subject matter of such disagreement in connection with its reports on the Company's consolidated financial statements for such years. In addition, during the Company’s two fiscal years ended December 31, 2024 and 2023, and in the subsequent interim period through March 11, 2025, there were no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions).
In accordance with Item 304(a)(3) of Regulation S-K, the Company has provided BDO with a copy of this Current Report on Form 8-K prior to the time this report was filed with the Securities and Exchange Commission (the “SEC”) and requested that BDO furnish the Company with a letter addressed to the SEC stating whether or not it agrees with the above disclosure. A copy of BDO’s letter, dated March 11, 2025, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) New independent registered public accounting firm
On March 11, 2025, the Audit Committee appointed and engaged Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for its year ending December 31, 2025.
During the Company’s two most recent fiscal years ended December 31, 2024 and December 31, 2023, and in the subsequent interim period through March 11, 2025, neither the Company nor anyone on its behalf consulted EY regarding 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 was provided to the Company or oral advice was provided that EY concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” or “reportable event” (as these terms are defined or described in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Regulation S-K, respectively).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 16.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
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.
| Shoals Technologies Group, Inc. | |||||||||||
| By: | /s/ Dominic Bardos | ||||||||||
| Name: | Dominic Bardos | ||||||||||
| Title: | Chief Financial Officer | ||||||||||
Date: March 12, 2025