Item 4.01. Changes in Registrant’s Certifying Accountant.
Change in Auditor Following Business Combination
On October 19, 2021, the Company’s Board approved the engagement of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ended December 31, 2021. Deloitte served as the independent registered public accounting firm of Legacy Navitas prior to the Business Combination. Accordingly, WithumSmith+Brown, PC (“Withum”), the independent registered public accounting firm of LOKB was informed on October 22, 2021 that it would be replaced by Deloitte as the Company’s independent registered public accounting firm following its completion of its review of the Company’s financial statements for the third quarter of 2021, which consist only of the accounts of the pre-Business Combination special purpose acquisition company, LOKB. The Company filed its quarterly report on Form 10-Q/A for the quarter ended September 30, 2021, filed with the SEC on November 24, 2021, upon completion of Withum’s review of those financial statements.
In addition, the Company filed its amended annual report on Form 10-K/A for the year ended December 31, 2020, filed with the SEC on November 24, 2021, which included Withum’s audit report on LOKB’s restated financial statements as of and for the year ended December 31, 2020 (the “Withum Report”). The Withum Report did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope, or accounting principle. Withum did not audit the Company’s consolidated financial statements for any period subsequent to December 31, 2020.
During the fiscal year ended December 31, 2020 and the subsequent interim period through October 22, 2021, there were (i) no ‘‘disagreements’’, as such term is 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 them to make reference to the subject matter of the disagreements in the Withum Report, and (ii) no ‘‘reportable events’’, as such term is defined in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided Withum with a copy of these disclosures and requested that Withum furnish the Company with a letter addressed to the SEC stating whether Withum agrees with the statements made herein. A copy of the letter, dated February 1, 2022, furnished by Withum in response to that request, is filed as Exhibit 16.2 to this Report and incorporated herein by reference.
During the period from August 12, 2020 (inception) through December 31, 2020, and the subsequent interim period through the date of Deloitte’s appointment, the Company did not consult with Deloitte 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 financial statements of LOKB or the Company, and no written report or oral advice was provided that Deloitte concluded was an important factor considered by the Company in reaching a decision as to the 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 under the Exchange Act) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act).
Change in Auditor of Legacy Navitas
Reference is made to the disclosure in the Final Proxy Statement/Prospectus in the section titled “Change in Accountants,” which is incorporated herein by reference.