Item 4.01. Changes in Registrant's Certifying Accountant.
(a) Dismissal of Previous Independent Registered Public Accounting Firm.
On November 20, 2020, the Audit Committee of the Board of Directors (the "Audit
Committee") of Cerevel Therapeutics Holdings, Inc. (formerly known as ARYA
Sciences Acquisition Corp II) (the "Company") approved the dismissal of
WithumSmith+Brown, PC ("Withum") as the Company's independent registered public
accounting firm, effective immediately.
The report of Withum on the financial statements of ARYA Sciences Acquisition
Corp II (the Company's legal predecessor) as of June 9, 2020 and for the period
from February 20, 2020 (inception) through June 9, 2020 did not contain an
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope, or accounting principles. During the period from
February 20, 2020 (inception) through June 9, 2020 and the subsequent interim
period, there were no (i) disagreements (as defined in Item 304(a)(1)(iv) of
Regulation S-K) with Withum on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedures, which
disagreements, if not resolved to the satisfaction of Withum, would have caused
Withum to make reference to the subject matter of the disagreements in its
reports on the financial statements of the Company, or (ii) "reportable events"
(as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company has provided Withum with a copy of the disclosures it is making in
this Item 4.01(a) of this Current Report on Form 8-K and requested that Withum
furnish a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the statements above, and, if not, stating the respects
in which it does not agree. A copy of Withum's letter dated November 20, 2020 is
filed as Exhibit 16.1 hereto.
(b) Engagement of New Independent Registered Public Accounting Firm.
On November 20, 2020, the Audit Committee approved the engagement of Ernst &
Young LLP ("E&Y") as the Company's independent registered public accounting firm
for the fiscal year ending December 31, 2020. That engagement is effective
immediately.
During the period from February 20, 2020 (inception) through June 9, 2020 and
the subsequent interim period, neither the Company nor anyone on its behalf
consulted with E&Y 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 a
written report or oral advice was provided to the Company that E&Y concluded was
an important factor considered by the Company in reaching a decision as to any
accounting, auditing or financial reporting issue, or (ii) any matter that was
the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of
Regulation S-K or 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 No. Description
16.1 Letter dated November 20, 2020 from Withum to the Securities
and Exchange Commission.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
CEREVEL THERAPEUTICS HOLDINGS, INC. 
