8-K: AmBase Corporation Announces Change in Independent Registered Public Accounting Firm

AmBase Corporation reports the resignation of Marcum LLP as its independent registered public accounting firm and the engagement of CBIZ CPAs as its new auditor, effective April 22, 2025.

Summary

• AmBase Corporation announced that Marcum LLP resigned as their independent registered public accounting firm on April 22, 2025.
• This resignation occurred because CBIZ CPAs acquired Marcum's attest business on November 1, 2024.
• AmBase Corporation's Accounting and Audit Committee approved the engagement of CBIZ CPAs as the new independent registered public accounting firm for the fiscal year ending December 31, 2025.
• Marcum's reports on AmBase's financial statements for the fiscal years ended December 31, 2024 and 2023 did not contain an adverse opinion or disclaimer of opinion, but included an explanatory paragraph regarding the company's ability to continue as a going concern.
• There were no disagreements or reportable events between AmBase and Marcum during the fiscal years ended December 31, 2024 and 2023 and the subsequent interim period through April 22, 2025.
• AmBase did not consult with CBIZ CPAs on accounting principles or audit opinions during the fiscal years ended December 31, 2024 and 2023 and the subsequent interim period through April 22, 2025.

Sentiment

Score: 6

Explanation: The announcement is neutral, detailing a change in auditors due to an acquisition. The inclusion of a going concern note in previous audits tempers any positive sentiment.

Positives

• Marcum LLP agreed with the statements made by AmBase Corporation regarding their resignation.

Risks

• Marcum's audit reports for 2024 and 2023 included an explanatory paragraph about AmBase's ability to continue as a going concern.

Future Outlook

The company will be audited by CBIZ CPAs for the fiscal year ending December 31, 2025.

Management Comments

• John Ferrara, Vice President and Chief Financial Officer and Controller of AmBase Corporation, signed the report on behalf of the company.

Industry Context

Changes in auditing firms are relatively common, often driven by mergers and acquisitions within the accounting industry. Companies are required to disclose such changes to maintain transparency with investors.

Comparison to Industry Standards

• The process of changing auditors and disclosing the reasons for the change is standard practice and aligns with SEC regulations.
• Companies like General Electric, Siemens, and other large corporations also routinely change auditors, often after a long tenure with one firm, to ensure fresh perspectives and compliance with evolving standards.

Stakeholder Impact

• Shareholders are informed of the change in the company's independent auditor.
• The change in auditors is not expected to have a significant impact on the company's operations or financial reporting.

Key Dates

Keywords

independent registered public accounting firm, CBIZ CPAs, Marcum LLP, auditor, accounting, audit, AmBase Corporation