Item 4.01. Changes in Registrant's Certifying Accountant
Marcum LLP ("Marcum") was previously the independent registered public
accounting firm for Archimedes Tech SPAC Partners Co. (the "Company"). On August
4, 2021, Marcum was dismissed as the Company's independent registered public
accounting firm. The decision to dismiss Marcum was approved by the Audit
Committee of the Company.
During the period from September 15, 2020 (inception) through December 31, 2020,
and the subsequent interim period through March 31, 2021, there were no: (1)
disagreements with Marcum on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreements, if not resolved to their satisfaction, would have caused them to
make reference in connection with their opinion to the subject matter of the
disagreement, or (2) reportable events under Item 304(a)(1)(v) of Regulation
S-K.
The reports of Marcum on the financial statements of the Company during the
period from September 15, 2020 (inception) through December 31, 2020, and the
subsequent interim period through March 31, 2021, did not contain an adverse
opinion or a disclaimer of opinion, and was not qualified or modified as to
uncertainties, audit scope or accounting principles, except for an explanatory
paragraph in such report regarding substantial doubt about the Company's ability
to continue as a going concern and the material weakness identified by the
Company in its Quarterly Report on Form 10-Q for the quarter ended March 31,
2021 as described below.
In Item 4 of the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2021, management disclosed the existence of a material weakness in
internal controls over financial reporting related to the Company's proper
accounting classification of the private warrants issued in March 2021 which,
due to its impact on the Company's financial statements, the management
determined to be a material weakness. Management concluded that as of March 31,
2021, internal control over financial reporting was not effective. Management
has implemented remedial measures to address the material weakness, which
involve enhancing the Company's system of evaluating and implementing the
accounting standards that apply to its financial statements, including through
enhanced analyses by the Company's personnel and third-party professionals with
whom it consults regarding complex accounting applications. The elements of the
Company's remediation plan can only be accomplished over time, and the
management can offer no assurance that these initiatives will ultimately have
the intended effects.
During the period from September 15, 2020 (inception) through December 31, 2020,
and the subsequent interim period through March 31, 2021, there were no
reportable events (as that term is described in Item 304(a)(1)(v) of Regulation
S-K), except as discussed above.
A letter from Marcum is attached as an exhibit to this Report on Form 8-K.
On August 10, 2021, the Company engaged UHY LLP ("UHY") as its new independent
registered public accounting firm for the year ending December 31, 2021. The
decision to engage UHY was approved by the Audit Committee of the Company.
During the period from September 15, 2020 (inception) through December 31, 2020,
and the subsequent interim period prior to the engagement of UHY, the Company
did not consult with UHY regarding any of the matters or events set forth in
Item 304(a)(2)(i) and (ii) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
16 Marcum LLP's letter regarding change in independent registered public
accounting firm
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