Item 4.01 | Changes in Registrant’s Certifying Accountant. |
(a) Dismissal of Independent Registered Public Accounting Firm
On April 15, 2022, the Audit Committee (the “Audit Committee”) of the Board of Directors of Charge Enterprises, Inc. (sometimes referred to herein as “we,” “us,” “our” or similar terms) approved the dismissal of Seligson & Giannattasio, LLP (“S&G”) as our independent registered public accounting firm effective upon the filing of our Quarterly Report on Form 10-Q for the quarter ending March 31, 2022.
The audit reports of S&G on our consolidated financial statements for each of the two most recent fiscal years ended December 31, 2021 and 2020 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During our two most recent fiscal years ended December 31, 2021 and December 31, 2020 and in the subsequent interim period through April 15, 2022, (i) there were no “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with S&G on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of S&G, would have caused S&G to make reference to the subject matter of such disagreement in connection with its reports on the financial statements for such periods, and (ii) there were no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions).
We provided S&G with a copy of the disclosure contained in this section 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 S&G furnish us with a letter addressed to the SEC stating whether it agrees with the above statements and, if not, stating the respects to which it does not agree. A copy of S&G’s letter, dated April 19, 2022, is filed as Exhibit 16 to this Current Report on Form 8-K.
(b) Engagement of Independent Registered Public Accounting Firm
On April 15, 2022, following the completion of a competitive process with several independent registered public accounting firms, the Audit Committee appointed Ernst & Young LLP (“E&Y”) as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2022.
During our two most recent fiscal years ended December 31, 2021 and 2020 and in the subsequent interim period through April 15, 2022, neither we nor anyone on our behalf consulted E&Y regarding (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 our consolidated financial statements, in connection with which either a written report or oral advice was provided to us that E&Y concluded was an important factor considered by us 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,” as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.