Mercadolibre Inc 8-K/A, filed Feb 25, 2022
Mercadolibre Inc (MELI)
About this 8-K/A
Mercadolibre Inc filed this 8-K/A on February 25, 2022, reporting on events of February 23, 2022.
Items reported
- Item 4.01: Change of auditor
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment
No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 25, 2022 (
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EXPLANATORY NOTE
| Item 4.01. | Changes in Registrant’s Certifying Accountant. |
| 1. | As previously reported in the Initial Form 8-K, on November 2, 2021, the Audit Committee selected EY as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2022 contingent upon the execution of an engagement letter following completion of EY’s client acceptance procedures. On December 20, 2021, the Company and EY executed that engagement letter. |
| 2. | Deloitte continued as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2021. On February 23, 2022, when the Company filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 with the SEC, Deloitte completed its audit of the Company’s consolidated financial statements for such fiscal year, and the Company’s retention of Deloitte as its independent registered public accounting firm with respect to the audit of the Company’s financial statements ended as of that date. |
| 3. | Deloitte’s reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2020 and December 31, 2021, do not contain any adverse opinion or disclaimer of opinion, and they are not qualified or modified as to uncertainty, audit scope, or accounting principles. |
| 4. | During the fiscal years ended December 31, 2020 and December 31, 2021 and the subsequent interim period through February 23, 2022, the effective date of Deloitte’s dismissal, there were (i) no disagreements with Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which, if not resolved to Deloitte’s satisfaction, would have caused it to make reference to the subject matter of any such disagreement in connection with its reports for such years or interim period and (ii) no “reportable events” requiring disclosure pursuant to paragraph (a)(1)(v) of Item 304 of Regulation S-K, except concerning the material weaknesses in the Company’s internal control over financial reporting disclosed in Item 4 of the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2020 and September 30, 2020, and reported in Item 9A of Amendment No. 1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on December 23, 2020. |
| 5. | In accordance with Item 304(a)(3) of Regulation S-K, the Company has provided Deloitte a copy of the disclosures it is making in this Current Report on Form 8-K/A prior to filing with the SEC and requested that Deloitte furnish the Company with a letter addressed to the SEC stating whether or not Deloitte agrees with the above statements. A copy of that letter, dated February 25, 2022, is filed as Exhibit 16.1 to this Current Report on Form 8-K/A. |
| 6. | During the fiscal years ended December 31, 2020, and December 31, 2021, and the subsequent interim period through February 23, 2022, neither the Company nor anyone on its behalf has consulted with EY regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, where either a written report or oral advice was provided to the Company that EY concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions to item 304 of Regulation S-K or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K. |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit Number |
Description | |
| 16.1 | Letter of Deloitte & Co S.A. dated February 25, 2022. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MercadoLibre, Inc. | ||
|
Dated: February 25, 2022 |
By: | /s/ Pedro Arnt |
| Name: | Pedro Arnt | |
| Title: | Chief Financial Officer | |
EXHIBIT INDEX
|
Exhibit Number |
Description | |
| 16.1 | Letter of Deloitte & Co S.A. dated February 25, 2022. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |
EXHIBIT 16.1
February 25, 2022
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Ladies and Gentlemen:
We have read the statements made by MercadoLibre, Inc. (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K, as part of the Form 8-K/A of MercadoLibre, Inc. dated February 25, 2022. We agree with the statements concerning our Firm contained in the second, third, fourth and fifth paragraphs on page 2 therein. We have no basis to agree or disagree with other statements of the registrant contained therein.
Deloitte & Co S.A.