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 Independent Registered Public Accounting Firm
On January 4, 2024, upon the completion of a comprehensive selection process, American Battery Technology Company (the “Company”), at the direction of the Board of Directors of the Company (the “Board”), and upon the recommendation of the Audit Committee of the Board, dismissed its current independent registered public accounting firm, Marcum LLP (“Marcum”). Marcum’s reports on the Company’s consolidated financial statements for the fiscal years ended June 30, 2023 and June 30, 2022, do not contain any adverse opinion or disclaimer of opinion, and they are not qualified or modified as to uncertainty, audit scope, or accounting principles.
During the two most recent fiscal years ended June 30, 2023 and June 30, 2022, and the subsequent interim period through January 4, 2024, there were (i) no disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which, if not resolved to Marcum’s satisfaction, would have caused it to make reference to the subject matter of any such disagreement in connection with its reports for such years and (ii) no “reportable events” requiring disclosure pursuant to paragraph (a)(1)(v) of Item 304 of Regulation S-K and the related instructions to Item 304 of Regulation S-K, except concerning the material weaknesses in the Company’s internal control over financial reporting disclosed in Item 4 of the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2022, December 31, 2022, March 31, 2023, and September 30, 2023, and reported in Item 9A of the Company’s Annual Report on Form 10-K for the fiscal years ended June 30, 2023 and June 30, 2022.
In accordance with Item 304(a)(3) of Regulation S-K, the Company has provided Marcum a copy of the disclosures it is making in this Current Report on Form 8-K prior to filing with the Securities and Exchange Commission (the “SEC”) and requested that Marcum furnish the Company with a letter addressed to the SEC stating whether or not Marcum agrees with the above statements. A copy of Marcum’s letter, dated January 8, 2024, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Appointment of New Independent Registered Public Accounting Firm
On January 4, 2024, at the direction of the Board, and upon the recommendation of the Audit Committee, the Company appointed KPMG LLP (“KPMG”) as the Company’s new independent registered public accounting firm. KPMG’s appointment is for the Company’s fiscal year ending June 30, 2024, and related interim periods. During the fiscal years ended June 30, 2022, and June 30, 2023, and the subsequent interim period through January 4, 2024, neither the Company nor anyone on its behalf has consulted with KPMG regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, where either a written report or oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions to item 304 of Regulation S-K or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 16.1 | Letter from Marcum LLP to the Securities and Exchange Commission dated January 8, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements 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 hereunto duly authorized.
| AMERICAN BATTERY TECHNOLOGY COMPANY | ||
| Date: January 8, 2024 | By: | /s/ Ryan Melsert |
| Ryan Melsert | ||
| Chief Executive Officer | ||