Item 4.01 Changes in Certifying Accountant of Declarant.
(a) Termination of former independent registered public accounting firm.
At March 18, 2022the audit committee (the “Audit Committee”) of the Board of Directors of Astra Space, Inc. (the “Company”) licensed Grant Thornton LLP
(“Grant Thornton”) as the registered independent public accounting firm of the Company. Grant Thorton has already been engaged to audit the Company’s consolidated financial statements for the year ended December 31, 2021. The dismissal does not affect by Grant Thornton engagement for the year ended December 31, 2021.
As described below, the change of independent registered public accounting firm is not the result of a disagreement with Grant Thorton. Grant Thorton has been the registered independent public accounting firm of the Company since its business combination with Astra Space Operations, Inc. (f/k/a Astra Space, Inc.) (“Legacy Astra”) on June 30, 2021and has served as Legacy Astra’s registered independent accounting firm since the fourth quarter of 2020 and has performed audits of Legacy Astra’s financial statements for the years ended
December 31, 2019 and 2020.
by Grant Thornton audit reports on the financial statements for the financial years ended December 31, 2019 and 2020 has not issued an adverse opinion or disclaimer of opinion on the financial statements of the Company, nor modified its opinion as to uncertainty, the scope of the audit or the accounting principles, except that
by Grant Thornton audit reports for the financial years ended December 31, 2019 and 2020 included a statement of substantial doubt about the Company’s ability to continue as a going concern.
During the fiscal years ended December 31, 2019 and 2020 and until March 18, 2022there have been no “disagreements” within the meaning of Regulation SK 304(a)(1)(iv) and related instructions between the Company and Grant Thorton on any matter relating to accounting principles or practices, financial statement disclosure, or auditing scope or procedures which, if not resolved at
by Grant Thornton satisfaction, would have caused Grant Thorton to refer to it in its reports on the Company’s financial statements for those years.
During the fiscal years ended December 31, 2019 and 2020 and the interim period until March 18, 2022there were no “Reportable Events” (as that term is defined in Rule SK 304(a)(1)(v)), other than material weaknesses identified in our public reporting for closed fiscal years December 31, 2020 and 2019, and for the nine months ended September 30, 2021.
The Company provided Grant Thorton with a copy of the disclosure he makes here in response to Rule SK 304(a) and requested that Grant Thorton provide the Company with a copy of their letter addressed to the
Security and Exchange Commission (the “SEC”) pursuant to Section 304(a)(3) of Regulation SK, indicating whether Grant Thorton agrees with the statements made by the company in this current report on Form 8-K in response to section 304(a) of the regulations SK. A copy of by Grant Thornton letter to SECOND dated March 23, 2022 is attached as Exhibit 16.1 to this current report on Form 8-K.
(b) Commitment of a New Registered Independent Public Accounting Firm.
At March 18, 2022the audit committee approved the commitment of
PricewaterhouseCoopers, LLP (“PwC”) as the Company’s newly registered independent public accounting firm for the Company’s fiscal year ending December 31, 2022subject to PwC’s completion of its client acceptance procedures.
During the fiscal years ended December 31, 2019 and 2020 and until March 18, 2022, neither the Company, nor anyone on its behalf, has consulted PwC regarding either (i) the application of accounting principles to any specific transaction, whether completed or proposed, or the type of audit opinion that might be issued on the Company’s financial statements, and neither a written report nor oral advice has been provided to the Company that PwC has concluded to be a material factor considered by the Company in making a decision regarding an accounting, audit or financial reporting; or (ii) any matter that has been the subject of a “disagreement” (as defined in Rule 304(a)(1)(iv) of Rules SK and related instructions) or an “event at report” (as described in Rule SK 304(a)(1)(v)).
Item 9.01 Financial statements and supporting documents.
Exhibit No. Description
16.1 Letter from Grant Thornton LLP, dated March 23, 2022, to the
Securities and Exchange Commission regarding change in certifying
104 Cover Page Interactive Data File (embedded with the Inline XBRL
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