Exhibit 16.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
Of the Securities Exchange Act of 1934
Date of report (date of earliest event reported)
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| Commission
File No. |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of Principal Executive Offices) |
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| (Registrant’s Telephone Number) |
| (Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | None | None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 4.01. | Change in Registrant’s Certifying Accountant |
In May 2023 Nordicus Partners Corporation (the “Company”), at the recommendation of the Company’s Board of Directors, terminated BF Borgers CPA PC (“BFB”) as the independent registered public accounting firm for the Company and its subsidiary Nordicus Partners A/S (the “Subsidiary”). On May 19, 2023, the Company, based on the decision of its board of directors, approved the engagement of Fruci & Associates II, PLLC (“Fruci & Associates “) to serve as the Company’s independent registered public accounting firm.
In connection with the Company’s acquisition of the Subsidiary, BFB provided an audit report on the Subsidiary’s financial statements for the periods ended June 30, 2022 and December 31, 2021. The audit report did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to audit scope or accounting principles but did contain a paragraph referring to the uncertainty with respect to the Company’s ability to continue as a going concern.
During the periods ended June 30, 2022 and December 31, 2021, and in the subsequent period through May 23, 2023, there were no disagreements with BFB on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to the satisfaction of BFB, would have caused BFB to make reference to the matter in its reports on the Company’s or Subsidiary’s financial statements for such periods. During the periods ended June 30, 2022 and December 31, 2021, and in the subsequent period through May 23, 2023, there were no reportable events of the types described in Item 304(a)(1)(v) of Regulation S-K.
The Company and the Subsidiary provided BFB with a copy of the disclosures in the preceding three paragraphs and requested in writing that BFB furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. BFB provided a letter, dated May 22, 2023, stating its agreement with such statements, which is included as exhibit 16.1 to this Form 8-K.
During the fiscal year ended March 31, 2022 and through the date of the board of directors’ decision, the Company did not consult Fruci & Associates with respect to 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 consolidated financial statements, or any other matter or reportable events listed in Items 304(a)(2)(i) and (ii) of Regulation S-K.
| Item 9.01. | Financial Statements and Exhibits |
The following are filed as part of this Form 8-K:
| (d) | Exhibits |
| Exhibit | Filed or Furnished | |||||||||
| Number | Exhibit Description | Form | Exhibit | Filing Date | Herewith | |||||
| 16.1 | Letter from BF Borgers CPA PC to the Securities and Exchange Commission dated May 22, 2023 with respect to the disclosure in this Form 8-K. | X | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||||
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: May 23, 2023 | NORDICUS PARTNERS CORPORATION | |
| By: | /s/ Henrik Rouf | |
| Henrik Rouf | ||
| Chief Executive Officer | ||
Exhibit 16.1