UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 11, 2023
YALE TRANSACTION FINDERS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | | 000-52528 | | 76-0736467 |
(State or Other Jurisdiction of Incorporation) | | (Commission File No.) | | (I.R.S. Employer Identification No.) |
c/o Graubard Miller The Chrysler Building 405 Lexington Avenue New York, New York | | 10174 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(212) 818-8800
Registrant’s telephone number, including area code:
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered under Section 12(g) of the Exchange Act:
| Title of each Class | | Ticker Symbol | | Name of each exchange on which registered |
| Common Stock, par value $0.0001 | | YTFD | | Pink Sheets |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 4.01 Changes in Registrant’s Certifying Accountant.
On January 11, 2023, Yale Transaction Finders, Inc. (the “Company”) engaged Victor Mokuolu, CPA PLLC (“Mokuolu”) as its principal accountant to audit the Company’s financial statements. Mokuolu replaced Boyle CPA, LLC (“Boyle”), who was dismissed as the Company’s principal accountant on the same date. The decision to change principal accountants was approved by the Company’s board of directors.
Boyle’s report on the financial statements for each of the past two fiscal years contained an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in the notes to the Company’s consolidated financial statements for each such fiscal year. Boyle’s report for each of the past two financial years did not otherwise contain an adverse opinion or a disclaimer of opinion, and was not otherwise qualified or modified as to uncertainty, audit scope, or accounting principles.
During the Company’s two most recent fiscal years and the subsequent interim period preceding the change in principal accountants, the Company did not have any disagreements with Boyle on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of Boyle, would have caused it to make reference to the subject matter of the disagreement in connection with its report. No “reportable events” (as described in Item 304(a)(1)(v) of Regulation S-K) occurred within the Company’s two most recent fiscal years or during the subsequent interim period preceding the change in principal accountants.
During the Company’s two most recent fiscal years and the subsequent interim period preceding the change in principal accountants, the Company did not consult Mokuolu regarding: either 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 financial statements; or any matter that was either the subject of a disagreement (as described above) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).
The Company provided Boyle with a copy of the disclosures made pursuant to this Item 4.01 prior to the filing of this Current Report, and requested Boyle to furnish a letter addressed to the Commission, stating whether it agrees with such disclosures, and, if not, stating the respects in which it does not agree. The letter furnished by Boyle in response to such request is attached to this Current Report as Exhibit 16.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits:
| Exhibit Number | | Description |
| | | |
| 16 | | Letter from Boyle CPA, LLC |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 11, 2023
| | YALE TRANSACTION FINDERS, INC. |
| | | |
| | By: | /s/ Jonathan J. Ledecky |
| | Name: | Jonathan J. Ledecky |
| | Title: | Chief Executive Officer |
