Item 4.01 Changes in Registrant's Certifying Accountant
Dismissal of Registrant's Certifying Account
On October 1, 2021 (the "Dismissal Date"), the audit committee of the board of
directors (the "Audit Committee") of Mercury Ecommerce Acquisition Corp. (the
"Company") dismissed Marcum LLP ("Marcum") as the Company's independent
registered public accounting firm, effective as of such date, and informed
Marcum of such decision on the same date.
The report of Marcum on the Company's audited balance sheet as of July 30,
2021 and the financial statements as of March 4, 2021 and the period from March
1, 2021 (inception) through March 4, 2021 did not contain an adverse opinion or
disclaimer of opinion, and was not qualified or modified as to uncertainty,
audit scope, or accounting principles, other than an explanatory paragraph
relating to the Company's ability to continue as a going concern on its March 4,
2021 financial statements.
Since March 1, 2021, the Company's inception, and through the Dismissal Date,
there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K
and the related instructions to Item 304 of Regulation S-K) with Marcum on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedures, which disagreements, if not resolved to the
satisfaction of Marcum, would have caused Marcum to make reference to the matter
in its report on the consolidated financial statements for such year.
The Company provided Marcum with a copy of the disclosure it is making herein in
response to Item 304(a) of Regulation S-K, and requested Marcum furnish the
Company with a copy of its letter addressed to the Securities and Exchange
Commission, pursuant to Item 304(a)(3) of Regulation S-K, stating whether or not
Marcum agrees with the statements related to them made by the Company in this
report. A copy of Marcum's letter dated October 4, 2021 is attached as Exhibit
16.1 to this report.
Appointment of New Certifying Account
On October 1, 2021, the Audit Committee approved the selection and appointment
of BDO USA, LLP ("BDO") as the Company's new independent registered public
accounting firm, effective immediately. Prior to engaging BDO, neither the
Company, nor anyone on its behalf, consulted BDO regarding 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 with
respect to the financial statements of the Company, and no written report or
oral advice was provided to the Company by BDO that was an important factor
considered by the Company in reaching a decision as to any accounting, auditing
or financial reporting issue; or (ii) any matter that was the subject of a
"disagreement" (as defined in Item 304(a)(1)(iv) of Regulation S-K and the
related instructions) or a "reportable event" (as that term is defined in Item
304(a)(1)(v) of Regulation S-K).
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description of Exhibits
16.1 Letter from Marcum LLP to the Securities and Exchange Commission,
dated October 4, 2021
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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