Item 4.01 Changes in Registrant's Certifying Accountant.
(a) Dismissal of Independent Registered Public Accountant
On April 3, 2023, based on the approval of the Audit & Risk Management Committee
(the "Audit Committee") of the board of directors of Life360, Inc. (the
"Company"), the Company dismissed BDO USA, LLP ("BDO") as the Company's
independent registered public accounting firm. As described below, the decision
to dismiss BDO as the independent registered public accounting firm of the
Company is not the result of any disagreement with BDO.
BDO's audit reports on the Company's financial statements as of and for the
years ended December 31, 2022 and 2021 did not contain an adverse opinion or a
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
During the fiscal years ended December 31, 2022 and 2021, and in the subsequent
interim period through the date of this Current Report on Form 8-K (this
"Report"), there were (i) no "disagreements" as that term is defined in Item
304(a)(1)(iv) of Regulation S-K between the Company and BDO 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
BDO, would have caused BDO to make reference to the subject matter of the
disagreement in their reports on the financial statements for such years, and
(ii) no "reportable events" as that term is defined in Item 304(a)(1)(v) of
Regulation S-K, except for the material weaknesses in the Company's internal
controls over financial reporting as disclosed in Part II, Item 9A of the
Company's Form 10-K as of December 31, 2022, related to management's risk
assessment process over information technology general controls, the design and
implementation of information technology general controls, including certain
controls over logical access, segregation of duties and change management, and
certain process level controls including information used in the execution of
those controls that impacted our financial reporting processes.
This material weakness has not been remediated as of the date of this Report.
The Company has provided BDO with a copy of the disclosures it is making herein
prior to filing this Report with the Securities and Exchange Commission (the
"SEC") and requested that BDO furnish the Company with a copy of their letter
addressed to the SEC stating whether or not it agrees with the statements made
herein and, if it does not agree, the respects in which it does not agree, in
accordance with Item 304(a)(3) of Regulation S-K. A copy of BDO's letter dated
April 7, 2023, is attached as Exhibit 16.1 hereto.
(b) Newly Appointed Independent Registered Public Accountant
On April 7, 2023, following approval of the Audit Committee, the Company engaged
Deloitte & Touche LLP ("Deloitte") as the Company's independent registered
public accounting firm for the year ending December 31, 2023, effective
immediately.
During the Company's two most recent fiscal years and the subsequent interim
period preceding the engagement of Deloitte, neither the Company nor anyone on
its behalf consulted with Deloitte with respect to: (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
consolidated financial statements, and no written or oral advice of Deloitte was
provided to the Company that 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
defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions
related thereto), or any "reportable event" (as defined in Item 304(a)(1)(v) of
Regulation S-K).
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
16.1 Letter from BDO USA, LLP, dated April 7, 2023
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within
the Inline XBRL document
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