DIGITAL MEDIA SOLUTIONS, INC. : Changes to Chartered Accountant, Financial Statements and Supporting Documents (Form 8-K)

Item 4.01 Change of Certifying Accountant of Registrant

The Audit Committee (the “Audit Committee”) of the Board of Directors of Digital Media Solutions, Inc. (the “Company”) conducted a comprehensive and competitive process to determine the Company’s registered independent public accounting firm for the Company’s 2022 fiscal year. The Audit Committee has invited several national accounting firms to participate in this process, including Ernst & Young LLP
(“EY”), the then-independent registered public accounting firm of the Company. As a result of this process, effective August 16, 2022the audit committee approved the commitment of Grant Thornton LLP (“GT”) as the Company’s registered independent public accounting firm for the Company’s 2022 fiscal year and removed EY from that role.

(a) Termination of former independent registered public accounting firm

EY’s reports on the Company’s consolidated financial statements for the years ended December 31, 2021 and December 31, 2020did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, scope of the audit or accounting principles.

During the fiscal years ended December 31, 2021 and December 31, 2020and subsequent interim periods ended March 31, 2022 and June 30, 2022 and up to the date of filing of this Form 8-K, there has been (i) no “disagreement” as that term is defined in Rule 304(a)(1)(iv) SK, between the Company and EY on any matter relating to accounting principles or practices, financial statement disclosure, or the scope or procedure of an audit, any of which, if not resolved at EY’s satisfaction, would have caused EY to refer to the subject matter of such disagreement in connection with its reports for such years and the intervening period and (ii) except for the matters referenced below, no ” Reportable Event” within the meaning of Rule SK 304(a)(1)(v):

• As set forth in our Annual Report on Form 10-K (and our Annual Report on Form 10-K/A) for the year ended December 31, 2020our management has concluded that our internal control over financial reporting is not effective as of
December 31, 2020due to material weaknesses relating to our failure to maintain an effective control environment resulting from a financial statement close process that was not sufficient to support our financial reporting requirements under WE GAAP was followed and did not maintain sufficient accounting policies and proper contemporaneous documentation of our accounting analyzes and conclusions on certain routine and non-routine transactions (including the proper recognition and classification of our key financial instruments and agreements in light of restatement discussed in Form 10-K/A relating to our private placement notes).

• As disclosed in our Annual Report on Form 10-K for the year ended
December 31, 2021our management has concluded that our internal control over financial reporting is not effective as of December 31, 2021, due to material weaknesses in our controls over revenue and accounts receivable policies and procedures. The Audit Committee has discussed these material weaknesses with EY and company management. The Company has authorized EY to fully respond to GT’s claims regarding these material deficiencies.

The Company has provided EY with a copy of the information provided in this current report on Form 8-K (the “Report”). The Company has asked EY to provide a letter addressed to the Security and Exchange Commission indicating whether or not he agrees with the statements made above. A copy of the letter from EY dated August 19, 2022is attached as Exhibit 16.1 hereto.

(b) Commitment of a New Registered Independent Public Accounting Firm

During the fiscal years ended December 31, 2021and December 31, 2020and subsequent interim periods up to the date of filing of this Form 8-K, neither the Company nor anyone on its behalf has consulted with GT regarding (i) the application of accounting principles to any specific transaction, completed or proposed , or the type of audit opinion that could be given on the Company’s financial statements and neither a written report nor oral advice was provided to the Company that GT concluded was a material factor considered by the Company in making a decision about any accounting, auditing, or financial reporting issue, (ii) any matter that has been the subject of disagreement within the meaning of Section 304 ( a)(1)(iv) of Regulation SK, or (iii) any Reportable Event within the meaning of Rule 304(a)(1)(v) of Regulation SK.


Item 9.01. Financial Statements and Exhibits.
(d)Exhibits


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Exhibit
Number                 Description

  16.1                 Letter of Ernst & Young LLP dated August 19, 2022 to the SEC regarding
                       statements included in this Form 8­K.




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