Business Context and Reporting Period
This Form 8-K was filed by fuboTV Inc. on May 20, 2025. The report addresses a change in the company's independent registered public accounting firm. This action is a preemptive measure taken in anticipation of the consummation of a Business Combination Agreement (BCA) dated January 6, 2025, between fuboTV Inc., The Walt Disney Company, and Hulu, LLC.
Key Financial Metrics
The filing does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and auditor changes.
Material Changes
- Dismissal of Auditor: KPMG LLP was dismissed as the independent registered public accounting firm effective May 20, 2025.
- Appointment of New Auditor: PricewaterhouseCoopers LLP (PwC) was appointed as the independent registered public accounting firm for the fiscal year ending December 31, 2025, effective May 20, 2025.
- Reason for Change: The change was made to address specific auditor independence implications under SEC rules that would arise upon the completion of the pending Business Combination with Disney and Hulu.
Outlook, Risks, and Management Commentary
Business Combination Status: The completion of the Business Combination remains subject to closing conditions, including shareholder approvals, the expiration of waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and necessary governmental consents. Management notes that the transaction may not be completed on the currently contemplated terms or timeline, or at all.
Auditor Relations: The company confirmed there were no disagreements or reportable events with KPMG regarding accounting principles, practices, or audit scope for the fiscal years ended December 31, 2024 and 2023, or the interim period through May 20, 2025. Additionally, no consultations regarding accounting principles or reportable events were made with PwC prior to their appointment.
Investor Verification Checklist
- Verify the status of the Business Combination Agreement with The Walt Disney Company and Hulu, LLC, specifically regarding regulatory approvals and shareholder votes.
- Confirm the effective date of the transition from KPMG to PwC (May 20, 2025) and review the accompanying letter from KPMG (Exhibit 16.1) for any additional disclosures.
- Monitor future filings for updates on whether the Business Combination is completed, delayed, or terminated.