Business Context and Reporting Period
This Form 8-K Current Report was filed by Marqeta, Inc. on March 7, 2024, covering events occurring on March 1, 2024. The filing addresses a change in the Company's independent registered public accounting firm.
Financial Metrics
This filing does not contain revenue, profit, cash flow, margin, debt, or liquidity metrics. It is a disclosure regarding corporate governance and audit oversight rather than a financial performance report.
Material Changes
- Dismissal of Auditor: The Audit Committee dismissed Ernst & Young LLP (EY) as the independent registered public accounting firm, effective March 1, 2024.
- Reason for Dismissal: The dismissal was not related to any disagreements on accounting principles, financial statement disclosure, or auditing scope/procedures.
- Appointment of Successor: KPMG LLP was appointed as the new independent registered public accounting firm for the fiscal year ending December 31, 2024, effective immediately.
Outlook, Risks, and Contingencies
The filing discloses two "reportable events" previously identified during the tenure of EY, which were discussed between the Audit Committee and EY:
- Business Combination Accounting: A material weakness in internal control over financial reporting related to business combination accounting, initially reported in the Q1 2023 Form 10-Q.
- IT General Controls: A material weakness related to IT general controls in user access over systems supporting revenue and financial reporting, initially reported in the 2023 Form 10-K. This rendered related manual, change management, and automated application controls ineffective for the period ended December 31, 2023.
EY has been authorized to respond fully to inquiries from KPMG regarding these events. EY provided a letter to the SEC agreeing with the statements made in this report.
Key Facts for Investor Verification
- Verify the specific remediation plans for the material weaknesses in business combination accounting and IT general controls.
- Confirm the timeline for KPMG's initial audit procedures and any potential impact on future filing deadlines.
- Review the letter from EY (Exhibit 16.1) to ensure no undisclosed disagreements exist regarding the reportable events.
- Monitor subsequent filings for any restatements of prior financial periods related to the identified control weaknesses.