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. |
On April 8, 2024, the Audit Committee of the Board of Directors of AEye, Inc. (the “Company”) approved the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 and related interim periods. Concurrently, Deloitte & Touche LLP (“Deloitte”), was dismissed as the Company’s independent registered public accounting firm, effective immediately, on April 8, 2024.
The audit report of Deloitte on the Company’s financial statements as of December 31, 2023 and December 31, 2022, did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope, or accounting principles. Furthermore, during the two most recent fiscal years ended December 31, 2023 and December 31, 2022, and the subsequent interim period through April 8, 2024, there were no disagreements with Deloitte 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 Deloitte, would have caused it to make a reference in connection with their opinion to the subject matter of the disagreement or reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
During the two most recent fiscal years, ended December 31, 2023 and December 31, 2022, and the subsequent interim period through April 8, 2024, KPMG has not been engaged as either the principal accountant to audit the Company’s financial statements, nor as an independent accountant to audit a significant subsidiary of the Company. During the two most recent fiscal years, ended December 31, 2023 and December 31, 2022, and the subsequent interim period through April 8, 2024, neither the Company nor anyone on the Company’s behalf consulted KPMG regarding (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 KPMG that KPMG 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 within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or a reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.
The Company provided Deloitte with a copy of the foregoing disclosures prior to the filing of this Current Report on Form 8-K and requested that Deloitte furnish a letter addressed to the Commission, a copy of which is attached hereto as Exhibit 16.1, stating whether it agrees with such disclosures, and, if not, stating the respects in which it does not agree.
| Item 9.01. | Financial Statement and Exhibits. |
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(d) Exhibits.
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Exhibit Number
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Description
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| 16.1 | Letter to the Securities and Exchange Commission from Deloitte & Touche LLP, dated April 12, 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, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AEye, Inc. | |||
| Dated: April 12, 2024 | |||
| By: | /s/ Andrew S. Hughes | ||
| Andrew S. Hughes | |||
| Senior Vice President, General Counsel & Corporate Secretary | |||
April 12, 2024
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7561
Dear Sirs/Madams:
We have read Item 4.01 of AEye Inc.'s Form 8-K dated April 12, 2024, and have the following comments:
| 1. | We agree with the statements made in the second sentence of the first paragraph, the second paragraph, and the fourth paragraph. |
| 2. | We have no basis on which to agree or disagree with the statements made in the first sentence of the first paragraph or the third paragraph. |
Yours truly,
/s/ DELOITTE & TOUCHE LLP