Current Report Filing (8-k)
27 September 2022 - 7:02AM
Edgar (US Regulatory)
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): September 23, 2022 |
FS
Energy and Power Fund
(Exact
name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation) |
814-00841
(Commission
File Number) |
27-6822130
(I.R.S. Employer
Identification No.) |
201 Rouse Boulevard
Philadelphia, Pennsylvania
(Address of principal executive offices) |
|
19112
(Zip Code) |
Registrant’s telephone number, including area code: (215) 495-1150
None
(Former name or former address, if changed since last
report)
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:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
Trading
Symbol(s) |
Name
of Each Exchange on Which Registered |
N/A |
N/A |
N/A |
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. ☐
Item 4.01. |
Changes in Registrant’s Certifying Accountant. |
Previous independent registered public accounting
firm
On September 23, 2022, FS Energy and Power Fund (the
“Company”) notified RSM US LLP (“RSM”) that RSM had been dismissed as the Company’s independent registered
public accounting firm. The Audit Committee of the Board of Trustees (the “Audit Committee”) of the Company approved the dismissal
of RSM.
The reports of RSM on the audited consolidated financial
statements of the Company for the 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 the years ended December 31, 2021 and 2020,
and the subsequent interim period through September 23, 2022, there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv)
of Regulation S-K and the related instructions between the Company and RSM on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which, if not resolved to RSM’s satisfaction, would have caused RSM to make
reference thereto in their reports; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation
S-K.
The Company has requested that RSM furnish a letter
addressed to the U.S. Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of RSM’s
letter, dated September 26, 2022, is filed as Exhibit 16.1 to this Form 8-K.
New independent registered public accounting
firm
On September 23, 2022, the Company appointed Ernst
& Young LLP (“EY”) as its independent registered public accounting firm for the Company’s fiscal year ending December
31, 2022. The decision to appoint EY as the Company’s independent registered public accounting firm was approved by the Audit Committee.
During the years ended December 31, 2021 and
2020, and the subsequent interim period through September 23, 2022, neither the Company nor anyone on its behalf has consulted with
EY regarding: (i) the application of accounting principles to a specific 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 nor oral advice was
provided to the Company by EY; (ii) any matter that was the subject of a disagreement within the meaning
of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any reportable event within the meaning of Item
304(a)(1)(v) of Regulation S-K. |
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
EXHIBIT NUMBER |
DESCRIPTION |
|
|
16.1 |
Letter from RSM US LLP. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
FS Energy and Power Fund |
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Date: |
September
26, 2022 |
|
By: |
/s/ Stephen S. Sypherd |
|
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|
|
Stephen S. Sypherd |
|
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|
General Counsel |
|
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