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): August 14, 2023
DAKOTA GOLD CORP.
(Exact name of registrant as specified in its charter)
| Nevada | 001-41349 | 85-3475290 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
106 Glendale Drive, Suite A,
Lead, South Dakota, United States 57754
(Address of principal executive offices) (ZIP Code)
Registrant’s telephone number, including area code: (605) 906-8363
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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered | ||
| Common Stock, par value $0.001 per share | DC | NYSE American LLC | ||
| Warrants, each warrant exercisable for one share of the Registrant's common stock at an exercise price of $2.08 | DC.WS | NYSE American LLC |
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.
(a) Dismissal of Ham, Langston & Brezina, L.L.P.
On August 14, 2023, the Audit Committee (the "Audit Committee") of the Board of Directors of Dakota Gold Corp. (the "Company") dismissed Ham, Langston & Brezina, L.L.P. ("Former Auditor") as the Company's independent registered public accounting firm effective August 14, 2023.
The Former Auditor's reports on the Company's financial statements as of and for the nine-month transition period ended December 31, 2022 and the fiscal year ended March 31, 2022, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
During the Company's nine-month transition period ended December 31, 2022 and the fiscal year ended March 31, 2022, and through August 14, 2023, there were no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and the Former Auditor on any matters of accounting principles or practices, financial statement disclosure, or auditing scope and procedures, which, if not resolved to the satisfaction of the Former Auditor would have caused the Former Auditor to make reference to the matter in their report.
The Company has requested that the Former Auditor furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of that letter, dated August 16, 2023, is attached as Exhibit 16.1 to this Form 8-K.
(b) Appointment of Ernst & Young LLP
On August 14, 2023, the Audit Committee of the Board of Directors of the Company engaged Ernst & Young LLP ("EY") as the Company's independent registered public accounting firm for the fiscal year ended December 31, 2023.
During the Company's nine-month transition period ended December 31, 2022 and the fiscal year ended March 31, 2022 and through August 14, 2023, the Company did not consult with EY on any matter that (i) involved 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, in each case where either written or oral advice was provided that EY concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) was either the subject of a disagreement (as defined in paragraph 304(a)(1)(iv) and the related instructions to Item 304 of Regulation S-K) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).
| Item 9.01 | Financial Statements and Exhibits. |
| (d) Exhibits |
| Exhibit No. | Description | |
| 16.1 | Letter from Ham, Langston & Brezina, L.L.P. to the Securities and Exchange Commission dated August 16, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DAKOTA GOLD CORP. | |
| /s/ Shawn Campbell | |
| Name: Shawn Campbell Title: Chief Financial Officer |
Date: August 16, 2023