Item 4.01 Changes in Registrant's Certifying Accountant.
a) Dismissal of Independent Registered Public Accounting Firm.
Based on information provided by Friedman LLP ("Friedman"), the independent
registered public accounting firm of HHG Capital Corporation (the "Company"),
effective September 1, 2022, Friedman combined with Marcum LLP ("Marcum") and
continued to operate as an independent registered public accounting firm as a
wholly-owned subsidiary of Marcum. Friedman continued to serve as the Company's
independent registered public accounting firm through September 16, 2022. On
September 16, 2022, the Audit Committee of the Board of Directors of the Company
dismissed Friedman and engaged Marcum to serve as the independent registered
public accounting firm of the Company for the year ending December 31, 2022,
effective immediately. The services previously provided by Friedman will now be
provided by Marcum.
Friedman's reports on the Company's consolidated financial statements for the
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, except that the audit report on the
financial statements of the Company for the year ended December 31, 2020
contained an uncertainty about the Company's ability to continue as a going
concern.
During the two most recent fiscal years ended December 31, 2021 and 2020, and
the subsequent interim period through September 16, 2022, there were no
disagreements with Friedman 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 Friedman, would have
caused Friedman to make reference to the subject matter of the disagreements in
connection with its reports on the Company's consolidated financial statements
for such years. Also during this time, there were no "reportable events," as
defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Friedman with a copy of the above disclosures and requested
that Friedman furnish the Company with a letter addressed to the Securities and
Exchange Commission stating whether or not it agrees with the statements made
above. A copy of Friedman's letter dated September 21, 2022 is attached as
Exhibit 16.1 to this Current Report on Form 8-K.
(b) Appointment of New Independent Registered Public Accounting Firm.
On September 16, 2022, the Company engaged Marcum as the Company's independent
registered public accounting firm for the fiscal year ending December 31, 2022,
effective immediately. During the fiscal years ended December 31, 2021 and 2020
and through September 16, 2022, neither the Company nor anyone on its behalf
consulted with Marcum regarding (i) the application of accounting principles to
any specified transaction, either completed or proposed or the type of audit
opinion that might be rendered on the Company's consolidated financial
statements, and neither a written report nor oral advice was provided to the
Company that Marcum 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 either the subject of a "disagreement," as
defined in Item 304(a)(1)(iv) of Regulation S-K, or a "reportable event," as
defined in Item 304(a)(1)(v) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
16.1 Letter from Friedman LLP regarding the change in the Registrant's
certifying accountant, dated September 21, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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