Item 4.01
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Changes in Registrant’s Certifying Accountant.
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On January 4, 2021,
the Audit Committee of the Board approved the engagement of KPMG LLP (“KPMG”) as the Company’s independent
registered public accounting firm to audit the Company’s consolidated financial statements for the year ending December 31,
2020, effective upon execution of an engagement letter with KPMG, which was signed on January 5, 2021. Accordingly, Thomas Howell
Ferguson P.A. (“THF”) the Company’s deemed independent registered public accounting firm prior to the
Business Combination, by virtue of Legacy Danimer being the accounting acquiror in the Business Combination, was informed on January
5, 2021 that it would be replaced by KPMG as the Company’s independent registered public accounting firm.
THF’s report
on Legacy Danimer’s (as the accounting acquiror of the Company) consolidated balance
sheets as of December 31, 2019 and December 31, 2018, the related consolidated statements of operations, stockholders’ equity,
and cash flows for the years then ended and the related notes (collectively, the “Legacy Danimer financial
statements”) did not contain any adverse opinion or disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except as follows:
THF’s report
on the consolidated financial statements of Legacy Danimer as of and for the years ended December 31, 2019 and 2018, contained
a separate paragraph stating that “As discussed in Note 2 to the financial statements, the Company has changed its method
of accounting for revenue and certain costs in 2019 using the full retrospective adoption method due to the adoption of Accounting
Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), as amended.”
During the period
from January 1, 2018 to December 31, 2019 and the subsequent interim periods through
September 30, 2020, there were no: (i) disagreements with THF on any matter of accounting principles or practices, financial statement
disclosures or auditing scope or procedures, which disagreements if not resolved to THF’s satisfaction would have caused
THF to make reference to the subject matter of the disagreement in connection with its report or (ii) reportable events as defined
in Item 304(a)(1)(v) of Regulation S-K.
During the period from
January 1, 2018 to December 31, 2019, and the interim periods through September 30,
2020, the Company did not consult KPMG with respect to 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 no written report or oral advice was provided to the Company by KPMG that KPMG 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 that term is described in Item 304(a)(1)(iv) of Regulation S-K under the Exchange Act
and the related instructions to Item 304 of Regulation S-K under the Exchange Act, or a reportable event, as that term is defined
in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act.
The Company has provided
THF with a copy of the disclosures made by the Company in response to this Item 4.01 and has requested that THF furnish the Company
with a letter addressed to the SEC stating whether it agrees with the statements made by the Company in response to this Item 4.01
and, if not, stating the respects in which it does not agree. A letter from THF is attached hereto as Exhibit 16.2.