Item 4.01 Changes in Registrant's Certifying Accountant.
Dismissal of Independent Registered Public Accounting Firm
On August 6, 2021, TCV Acquisition Corp. (the "Company") notified Marcum LLP
(the "Former Auditor") of its dismissal, effective as of the same day, as the
Company's independent registered public accounting firm. The Former Auditor
served as the auditors of the Company's financial statements for the period from
January 27, 2021 (inception) through April 16, 2021.
The reports of the Former Auditor on the Company's financial statements for the
period from January 27, 2021 (inception) to January 29, 2021 and the Company's
balance sheet as of April 16, 2021, did not contain any adverse opinion or a
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principle, except that there was an explanatory
paragraph describing conditions that raised substantial doubt about the
Company's ability to continue as a going concern in their audit opinion dated
February 17, 2021. The substantial doubt about the Company's ability to
continue as a going concern was resolved by the audited April 16, 2021 balance
sheet. The decision to change the independent public accounting firm was
approved by the audit committee of the Company's board of directors (the "Audit
Committee").
From January 27, 2021, through August 6, 2021, the period during which the
Former Auditor was engaged as the Company's independent registered public
accounting firm, there were no disagreements with the Former Auditor 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 the Former Auditor, would have caused the Former Auditor to make
reference to the subject matter of the disagreements as defined in Item
304(a)(1)(iv) of Regulation S-K in connection with any reports it would have
issued, and there were no "reportable events" as such term is described in Item
304(a)(1)(v) of Regulation S-K.
The Company has provided the Former Auditor with a copy of the foregoing
disclosure and requested that the Former Auditor furnish the Company with a
letter addressed to the Securities and Exchange Commission (the "SEC") stating
whether or not it agrees with such disclosure. A copy of the letter from the
Former Auditor addressed to the SEC, dated as of August 9, 2021 is filed as
Exhibit 16.1 to this current report on Form 8-K.
New Independent Registered Public Accounting Firm
On August 6, 2021, the Company engaged BDO USA LLP ("BDO") as the Company's
independent public accounting firm, effective August 6, 2021 in order to audit,
and express an opinion of the consolidated financial statements of the Company
for the year ending December 31, 2021. The Audit Committee approved the
engagement with BDO on August 6, 2021.
From January 27, 2021, through August 6, 2021, the period during which the
Former Auditor was engaged as the Company's independent registered public
accounting firm, the Company did not consult with BDO regarding (1) the
application of accounting principles to a specified transaction, (2) the type of
audit opinion that might be rendered on the Company's financial statements, (3)
written or oral advice provided that would be an important factor considered by
the Company in reaching a decision as to an accounting, auditing or financial
reporting issue, or (4) any matter that was the subject of a disagreement
between the Company and its predecessor auditor as described in Item
304(a)(1)(iv) or a reportable event as described in Item 304(a)(1)(v) of
Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
Exhibits
16.1 Marcum LLP consent letter dated August 9, 2021
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