Business Context and Reporting Period
This Form 8-K is a current report filed by RumbleOn, Inc. (not Ridenow Group, Inc.) on November 19, 2019. The registrant is an emerging growth company incorporated in Nevada with its principal executive offices in Coppell, Texas. Its Class B Common Stock trades on The Nasdaq Stock Market LLC under the symbol RMBL.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance regarding the independent registered public accounting firm.
Material Changes
The primary material change reported is the change in the registrant's certifying accountant:
- Engagement: The Audit Committee engaged Grant Thornton LLP as the independent registered public accounting firm, effective November 19, 2019.
- Dismissal: The Audit Committee dismissed Scharf Pera & Co., PLLC as the independent registered public accounting firm, effective November 19, 2019.
- Historical Audit: Scharf Pera audited the financial statements for the years ended December 31, 2017, and December 31, 2018. Their reports contained no adverse opinions, disclaimers, or qualifications regarding uncertainty, audit scope, or accounting principles.
Management Commentary, Risks, and Contingencies
Management provided the following disclosures regarding the transition:
- No Disagreements: There were no "disagreements" between the Company and Scharf Pera on accounting principles, practices, financial statement disclosure, or auditing scope/procedure during the audit periods or the interim period through November 19, 2019.
- No Reportable Events: There were no "reportable events" as defined by Regulation S-K during the relevant periods.
- Consultation with New Auditor: Neither the Company nor any party on its behalf consulted with Grant Thornton regarding the application of accounting principles to specific transactions or the type of audit opinion prior to the engagement. No written reports or oral advice were provided by Grant Thornton that were important factors in reaching decisions on accounting or auditing issues.
- Exhibit: A letter from Scharf Pera & Co., PLLC addressed to the SEC regarding the disclosures is attached as Exhibit 16.1.
Important Facts for Investor Verification
- Verify the reason for the auditor change, as the filing states no disagreements or reportable events occurred.
- Confirm the effective date of the new auditor (Grant Thornton LLP) is November 19, 2019.
- Review the attached letter from the former auditor (Scharf Pera & Co., PLLC) to ensure they concur with the Company's disclosures.
- Note that this filing contains no financial performance data; investors should refer to the most recent 10-K or 10-Q for financial metrics.