Item 4.01 Changes in Registrant's Certifying Accountant.
Dismissal of Independent Registered Public Accounting Firm
On November 16, 2021, the board of directors (the "Board") of 374Water Inc. (the
"Company") informed D. Brooks and Associates CPAs, P.A. ("Brooks") that it would
be dismissed as the Company's independent registered public accounting firm,
effective immediately.
The report of Brooks on the Company's financial statements as of and for the
year ended December 31, 2020, did not contain an adverse opinion or disclaimer
of opinion, and was not qualified or modified as to uncertainty, audit scope or
accounting principles, except that such report contained an explanatory
paragraph in respect to uncertainty as to the Company's ability to continue as a
going concern.
During the year ended December 31, 2020 (the only year Brooks served as the
Company's independent registered public accounting firm), and the subsequent
interim period through November 16, 2021, there were no disagreements between
the Company and Brooks 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 Brooks, would have caused
Brooks to make reference to the subject matter of the disagreements in
connection with its report. There have been no reportable events as provided in
Item 304(a)(1)(v) of Regulation S-K up to and including the dismissal of Brooks,
except that such report contained an explanatory paragraph in respect to
uncertainty as to the Company's ability to continue as a going concern.
In accordance with Item 304(a)(3) of Regulation S-K, on November 19, 2021, the
Company provided Brooks with a copy of this Current Report on Form 8-K prior to
filing this report with the Securities and Exchange Commission (the "SEC"). The
Company requested that Brooks furnish a letter addressed to the SEC stating
whether it agrees with the statements made herein, and if not, stating the
respects in which it does not agree. A copy of the letter from Brooks, dated
November 19, 2021, is filed as Exhibit 16.1 to this Current Report.
Appointment of New Independent Registered Public Accounting Firm
On November 18, 2021, the Board approved the engagement of Cherry Bekaert LLP
("Cherry Bekaert") as the Company's new independent registered public accounting
firm, effective as of such date.
Cherry Bekaert previously served as the Company's independent registered public
accounting firm. It resigned June 26, 2020 effective upon completion of its
review of the Company's unaudited financial statements for the quarter ended
June 30, 2020. Cherry Bekaert's report for the year ended December 31, 2019 did
not contain an adverse opinion or a disclaimer of opinion, nor was such report
qualified or modified, except that the report included an Emphasis of Matter
regarding the Company's ability to continue as a going concern. In addition,
during the year ended December 31, 2019 and through June 26, 2020 (the date of
resignation), there were (i) no disagreements between the Company and Cherry
Bekaert on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure which, if not resolved to Cherry
Bekaert's satisfaction, would have caused Cherry Bekaert to make reference to
the subject matter of the disagreement in connection with its report for such
years, and (ii) no "reportable events" as defined in Item 304(a)(1)(v) of
Regulation S-K for such years and subsequent interim periods through June 26,
2020.
Other than the foregoing, during the years ended December 31, 2020 and 2019, and
the subsequent interim period through November 16, 2021, neither the Company nor
anyone on its behalf consulted with Cherry Bekaert regarding (1) 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 nor oral advice was provided
to the Company that Cherry Bekaert concluded was an important factor considered
by the Company in reaching a decision as to the accounting, auditing or
financial reporting issue; or (2) any matter that was either the subject of a
"disagreement" or a "reportable event" as such terms are defined in Items
304(a)(1)(iv) and 304(a)(1)(v), respectively, of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
16.1 Letter from D. Brooks and Associates CPAs, P.A., dated November
19, 2021.
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