8-K: Karman Holdings Inc. Announces Smooth Transition of Auditor to Baker Tilly Following Moss Adams Merger

Karman Holdings Inc. has appointed Baker Tilly US, LLP as its new independent registered public accounting firm, succeeding Moss Adams LLP, due to a merger between Moss Adams and Baker Tilly.

Summary

• Karman Holdings Inc. (the "Company") was notified on June 4, 2025, that its independent registered public accounting firm, Moss Adams LLP, merged with Baker Tilly US, LLP, effective June 3, 2025.
• As a result of the merger, Moss Adams LLP resigned as the Company's auditor.
• The Audit Committee of the Company's Board of Directors approved the appointment of Baker Tilly US, LLP as the successor independent registered public accounting firm.
• Moss Adams' audit reports for the years ended December 31, 2024, and 2023, did not contain any adverse opinions, disclaimers, qualifications, or modifications regarding uncertainty, audit scope, or accounting principles.
• There were no disagreements between the Company and Moss Adams on any accounting principles, financial statement disclosure, or auditing scope/procedure during the years ended December 31, 2024, and 2023, and the subsequent interim period through the resignation date.
• No reportable events requiring disclosure under Item 304(a)(1)(v) of Regulation S-K occurred during the specified periods.
• The Company did not consult with Baker Tilly regarding accounting principles or audit opinions prior to their appointment, nor were there any disagreements or reportable events with Baker Tilly during the specified period.

Sentiment

Score: 7

Explanation: The sentiment is positive as the change in auditor was due to a merger, not performance issues or disagreements, and the transition appears to be smooth with no adverse findings or reportable events from the previous auditor.

Positives

• The transition of the independent registered public accounting firm was a result of a merger between audit firms, indicating a non-contentious change.
• Moss Adams LLP's audit reports for the years ended December 31, 2024, and 2023, did not contain any adverse opinions, disclaimers, or qualifications, indicating clean audits.
• There were no disagreements between Karman Holdings Inc. and Moss Adams LLP on any accounting principles, financial statement disclosure, or auditing scope/procedure, ensuring a smooth and compliant transition.
• No reportable events were identified during the period leading up to the auditor change, reinforcing the Company's strong financial reporting practices.

Risks

• While the change was due to a merger and appears smooth, any change in a certifying accountant inherently carries a minor risk of disruption to ongoing audit processes or institutional knowledge transfer, though the document indicates this was managed effectively.

Future Outlook

The document does not provide any forward-looking statements or guidance regarding the company's financial performance or strategic direction, focusing solely on the change in its certifying accountant.

Management Comments

• "We have read the statements made by Karman Holdings, Inc. included under Item 4.01 of its Current Report on Form 8-K dated June 4, 2025 to be filed with the Securities and Exchange Commission. We agree with the statements concerning our Firm contained therein." Moss Adams LLP (from Exhibit 16.1)
• The report was signed by Mike Willis, Chief Financial Officer of Karman Holdings, Inc.

Industry Context

The merger of accounting firms is a common occurrence in the professional services industry, driven by consolidation trends, expansion of service offerings, and pursuit of economies of scale. This specific change reflects a routine consequence of such industry-wide consolidation rather than an issue specific to Karman Holdings Inc.

Corporate Governance

Stakeholder Impact

• Shareholders: The change ensures continued independent oversight of financial statements, maintaining confidence in financial reporting integrity.
• Management: The transition requires coordination with the new auditing firm to ensure a seamless audit process.
• Regulatory Authorities: The filing demonstrates compliance with SEC disclosure requirements regarding auditor changes.

Next Steps

• Baker Tilly US, LLP will serve as Karman Holdings Inc.'s independent registered public accounting firm for future audits.

Key Dates

Keywords

Auditor Change, SEC Filing, Form 8-K, Moss Adams LLP, Baker Tilly US LLP, Independent Registered Public Accounting Firm, Corporate Governance, Financial Reporting, Audit Committee, Public Company