MX 8-K/A
MAGNACHIP SEMICONDUCTOR Corp (MX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Explanatory Note
This Current Report on Form 8-K/A (this “Form 8-K/A”) amends the Current Report on Form 8-K, dated March 11, 2025, that was filed with the Securities and Exchange Commission (the “SEC”) on March 14, 2025 (the “Initial Form 8-K”) by Magnachip Semiconductor Corporation (the “Company”) concerning the decision of the Audit Committee of the Board of Directors (the “Audit Committee”) of the Company to engage Ernst & Young Han Young (“E&Y”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 following the completion of the audit of the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2024 by Samil PricewaterhouseCoopers (“Samil PWC”) and the issuance of Samil PWC’s reports thereon.
| Item 4.01. | Change in Registrant’s Certifying Accountant. |
As previously reported in the Initial Form 8-K, on March 11, 2025, the Audit Committee of the Company approved the dismissal of Samil PWC as the Company’s independent registered public accounting firm, effective upon the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and the engagement of E&Y to serve as the Company’s independent registered public accounting firm, for the fiscal year ending December 31, 2025, to be effective following the completion of Samil PWC’s engagement, and contingent upon the execution of a satisfactory engagement letter with the Company.
The reports of Samil PWC on the Company’s consolidated financial statements as of December 31, 2024 and December 31, 2023 and for each of the two years in the period ended December 31, 2024, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended December 31, 2024 and December 31, 2023 and the subsequent period through March 14, 2025, the effective date of Samil PWC’s dismissal, (i) there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K) with Samil PWC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which, if not resolved to the satisfaction of Samil PWC, would have caused Samil PWC to make reference thereto in its reports on the consolidated financial statements for such fiscal years; and (ii) there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company provided Samil PWC with a copy of this Form 8-K/A and requested that Samil PWC furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether Samil PWC agrees with the disclosures contained herein or, if not, stating the respects in which it does not agree. The Company has received the requested letter from Samil PWC, and a copy of the letter, dated March 14, 2025, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
During the fiscal years ended December 31, 2024 and December 31, 2023 and through the March 14, 2025, neither the Company nor anyone on its behalf consulted with E&Y regarding any of the matters set forth in Item 304(a)(2)(i) or (ii) of Regulations S-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 16.1 | Letter from Samil PricewaterhouseCoopers dated as of March 14, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
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.
| MAGNACHIP SEMICONDUCTOR CORPORATION | ||||||
| Dated: March 14, 2025 | By: | /s/ Theodore Kim | ||||
| Theodore Kim | ||||||
| Chief Compliance Officer, General Counsel and Secretary | ||||||
Exhibit 16.1
March 14, 2025
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners :
We have read the statements made by Magnachip Semiconductor Corporation (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K/A, as part of the Form 8-K/A of Magnachip Semiconductor Corporation dated March 11, 2025. We agree with the statements concerning our Firm contained therein.
Very truly yours,
/s/ Samil PricewaterhouseCoopers
Seoul, Republic of Korea