Southland Holdings, Inc 8-K, filed Mar 22, 2023
Southland Holdings, Inc. (SLND)
About this 8-K
Southland Holdings, Inc filed this 8-K on March 22, 2023, reporting on events of March 21, 2023.
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
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 4.01 Changes in Registrant’s Certifying Accountant.
(a) Dismissal of Previous Independent Registered Public Accounting Firm.
On March 21, 2023, Southland Holdings, Inc., a Delaware corporation (the “Company”), at the direction of the Audit Committee (the “Audit Committee”) of the Board of Directors of the Company, chose not to renew the engagement of WithumSmith+Brown, PC (“Withum”), which was then serving as the Company’s independent registered public accounting firm. The Company notified Withum on March 21, 2023 that it would be dismissed as the Company’s independent registered public accounting firm, effective immediately. The decision to change independent registered public accounting firms was approved by the Audit Committee.
Withum’s reports on the Company’s financial statements for the fiscal year ended December 31, 2022 and the period from July 14, 2021 (inception) through December 31, 2021 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the period from July 14, 2021 (inception) through December 31, 2022 and the subsequent interim period through March 21, 2023, there were no disagreements, within the meaning of Item 304(a)(1)(iv) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (“Regulation S-K”), and the related instructions thereto, with Withum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Withum, would have caused it to make reference to the subject matter of the disagreements in connection with its reports. Also during this same period, there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto.
The Company provided Withum with the disclosures under this Item 4.01(a) and requested Withum to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company in this Item 4.01(a) and, if not, stating the respects in which it does not agree. Withum’s letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Appointment of New Independent Registered Public Accounting Firm.
On March 21, 2023, the Audit Committee approved the appointment of Grant Thornton LLP (“GT”) as the Company’s new independent registered public accounting firm. During the period from July 14, 2021 (inception) through December 31, 2022 and the subsequent interim period through March 21, 2023, neither the Company nor anyone acting on its behalf consulted with GT regarding any of the matters described in Items 304(a)(2)(i) and (ii) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 16.1 | Letter from WithumSmith+Brown, PC to the Securities and Exchange Commission dated March 21, 2023. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101). |
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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.
| Dated: March 22, 2023 | SOUTHLAND HOLDINGS, INC. | ||
| By: | /s/ Frank S. Renda | ||
| Name: | Frank S. Renda | ||
| Title: | President and Chief Executive Officer | ||
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Exhibit 16.1
March 21, 2023
Office of the Chief Accountant
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
United States of America
Commissioners:
We have read Southland Holdings, Inc. (formerly known as Legato Merger Corp. II) statements included under Item 4.01 of its Form 8-K dated March 22, 2023. We agree with the statements concerning our Firm under Item 4.01, in which we were informed of our dismissal on March 21, 2023. We are not in a position to agree or disagree with other statements contained therein.
Very truly yours,
WithumSmith+Brown, PC
