8-K: Roth CH Acquisition Co. Announces Change in Independent Registered Public Accounting Firm

Roth CH Acquisition Co. reports the resignation of Marcum LLP as their independent auditor due to its acquisition by CBIZ CPAs P.C., and the subsequent engagement of CBIZ CPAs as the new auditor.

Summary

• Roth CH Acquisition Co. announced that Marcum LLP resigned as their independent registered public accounting firm on March 28, 2025, due to its acquisition by CBIZ CPAs P.C. on November 1, 2024.
• The audit report from Marcum for the fiscal years ended December 31, 2024 and 2023, did not contain any adverse opinions or disclaimers, except for an explanatory paragraph regarding the company's ability to continue as a going concern.
• There were no disagreements between the Company and Marcum on accounting principles, financial statement disclosure, or auditing scope, except for material weaknesses in internal control over financial reporting related to complex financial instruments and shareholder redemption approval procedures.
• On March 28, 2025, the Audit Committee engaged CBIZ CPAs as the new independent registered public accounting firm.
• The Company did not consult with CBIZ CPAs regarding accounting principles or audit opinions during the fiscal years ended December 31, 2024 and 2023, and the subsequent period through March 28, 2025.

Sentiment

Score: 6

Explanation: The sentiment is neutral. While there are no disagreements reported, the presence of a going concern note and material weaknesses temper any positive outlook.

Positives

• The transition to a new auditor appears orderly, with no reported disagreements on critical accounting matters.
• Marcum's letter confirms agreement with the company's statements regarding their resignation.

Negatives

• Marcum's audit report included an explanatory paragraph regarding the company's ability to continue as a going concern.
• Material weaknesses were identified in internal control over financial reporting related to complex financial instruments and shareholder redemption approval procedures.

Risks

• The material weaknesses in internal control over financial reporting could indicate potential risks in financial reporting accuracy.
• The going concern note in Marcum's audit report suggests potential financial instability.

Industry Context

Changes in auditors are relatively common, especially following mergers or acquisitions of accounting firms. Companies are expected to maintain sound internal controls and transparent financial reporting, so addressing the identified weaknesses will be important.

Comparison to Industry Standards

• Auditor changes are not uncommon, particularly after mergers or acquisitions within the accounting industry, similar to the acquisition of Marcum LLP's attest business by CBIZ CPAs P.C.
• Companies like Roth CH Acquisition Co. are expected to maintain robust internal controls and transparent financial reporting, aligning with standards set by the SEC and PCAOB.
• The presence of a 'going concern' paragraph in the audit report is a notable item, which is also seen in other companies facing financial uncertainties, requiring them to demonstrate their ability to continue operations.

Stakeholder Impact

• Shareholders should be aware of the change in auditors and the identified material weaknesses in internal control.
• The change in auditors should not directly impact employees, customers, suppliers, or creditors, but the underlying financial health of the company could have an indirect impact.

Key Dates

Keywords

auditor, CBIZ CPAs, Marcum LLP, accounting firm, resignation, engagement, financial reporting, internal control, Roth CH Acquisition Co.