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
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EXPLANATORY NOTE
This Current Report on Form 8-K/A supplements the Current Report on Form 8-K filed by Capstone Green Energy Holdings, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on February 7, 2025 (the “Original Form 8-K”).
Item 4.01Changes in Registrant’s Certifying Accountant
As previously announced in the Original Form 8-K, on November 1, 2024, CBIZ CPAs P.C. (“CBIZ”), previously known as Mayer Hoffman McCann P.C., purchased the attest business assets of the Company’s independent registered public accounting firm, Marcum LLP (“Marcum”). The Company expected that, subsequent to the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2024, and subject to the approval of the Audit Committee of the Company’s Board of Directors and the completion of CBIZ’s customary client acceptance procedures, CBIZ would be engaged as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2025. On March 14, 2025, the Audit Committee of the Board of Directors approved the engagement of CBIZ as the Company’s independent registered public accounting firm. As a result, the dismissal of Marcum and the engagement of CBIZ have each become effective on March 14, 2025, and the services previously provided by Marcum to the Company will now be provided by CBIZ. The Company anticipates that the CBIZ audit team that will service the Company will initially be substantially the same as the audit team from Marcum that previously serviced the Company.
Marcum’s report on the Company’s consolidated balance sheets as of March 31, 2024 and 2023 and the related consolidated statements of operations, temporary equity and stockholders’ deficiency and cash flows for each of the fiscal years then ended, and the related notes to such consolidated financial statements, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except to indicate that there was substantial doubt about the Company’s ability to continue as a going concern.
During the fiscal years ended March 31, 2024 and March 31, 2023, and the subsequent interim period through March 14, 2025, there were no: (i) disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosures or audit scope or procedures, which disagreements if not resolved to Marcum’s satisfaction would have caused Marcum to make reference to the subject matter of the disagreement in connection with its report or (ii) reportable events as defined in Item 304(a)(1)(v) of Regulation S-K, other than as described in the Original Form 8-K.
The Company has provided Marcum with a copy of the disclosures made by the Company in response to this Item 4.01 and has requested that Marcum furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company in response to this Item 4.01 and, if not, stating the respects in which it does not agree. A letter from Marcum is attached hereto as Exhibit 16.1.
During the fiscal years ended March 31, 2024 and March 31, 2023, and the subsequent interim period through March 14, 2025, the Company did not consult CBIZ with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by CBIZ that CBIZ concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
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.
CAPSTONE GREEN ENERGY HOLDINGS, INC. | ||
Date: March 14, 2025 | By: | /s/ John J. Juric |
Name: John J. Juric | ||
Title: Chief Financial Officer | ||