Great Micro – oh no!

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Meanwhile at Super Micro Computer, Inc:

On October 24, 2024, Ernst & Young LLP (“EY”) sent the Audit Committee members a letter of resignation as the Company’s registered public accounting firm (the “Resignation Letter”).

The Chairman of the Audit Committee discussed with EY the reasons for EY's resignation. The company has begun searching for an independent, registered accounting firm to replace it. The Company will authorize EY to fully respond to the independent registered public accounting firm's inquiries following its selection. The Company does not currently anticipate that the resolution of any of the matters raised by EY or considered by the Special Committee, as set forth below, will result in a restatement of its quarterly reports for fiscal year 2024 ending June 30, 2024, for prior fiscal years.

Ahha.

EY was engaged on March 15, 2023 to perform an audit for the Company's fiscal year ended June 30, 2024 and has not issued a report on the Company's financial statements or the Company's internal control over financial reporting. EY resigned while conducting the audit for the company's fiscal year ended June 30, 2024, EY's first audit on behalf of the company.

In late July 2024, EY communicated to the Audit Committee concerns regarding several matters related to the governance, transparency and completeness of communications to EY, as well as other matters related to the Company's internal control over financial reporting and the timely filing of the Company's annual report, which was at significant risk exposed. In response, the Board appointed an independent special committee of the Board (the “Special Committee”) to review the Company's affairs and certain internal controls and certain governance procedures (the “Review”). The Special Committee retained Cooley LLP and forensic accounting firm Secretariat Advisors, LLC to conduct an investigation on behalf of and at the direction of the Special Committee. EY and the Board received updates with preliminary information related to the review. As of the date of this Current Report on Form 8-K, the review is ongoing and final findings and recommendations have not been communicated to EY or the Board.

Ohho.

After obtaining additional information through the review process, EY advised the Special Committee that the additional information received by EY raised questions including, among other things, whether the company had a commitment to integrity and ethical values ​​consistent with Principle 1 of the COSO -Framework, as well as the ability and willingness of the Audit Committee and the full Board to demonstrate and act as an oversight body that is independent of the CEO and other members of management in accordance with Principle 2 of the COSO Framework, and whether EY relies on the representations of certain Members of the management can leave the audit committee. In the letter of resignation, EY stated, among other things: “We are resigning due to information that has recently become known to us which has resulted in us no longer being able to rely on the assurances of management and the audit committee and our unwillingness to deal with them “Companies are required to be in touch with the financial statements prepared by management and, once completed, we will no longer be able to provide the audit services in accordance with applicable law or professional responsibilities.”

Although the Company acknowledges that EY's decision is final, it does not agree with EY's decision to resign as the Company's independent registered public accounting firm – the Special Committee has not yet received all information relevant to the review and the review has not yet concluded completed. However, the Company has taken seriously the concerns raised by EY and will carefully review the Special Committee's findings and any remedial or other measures recommended by the Special Committee following the completion of the review.

Mmmmmmm.

Oh my God.

Further reading:
— Welcome to the Super Micro Galaxy
– Hindenburg meets Super Micro