Form 8-K - Current report

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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: [phone]

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. ☐

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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).

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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)

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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

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August 16, 2023

Securities and Exchange Commission

Washington, D.C. 20549

Commissioners:

We have read Dakota Gold Corp.'s statements included under Item 4.01(a) of its Form 8-K filed on August 16, 2023 and we agree with such statements concerning our firm.

Very truly yours,

/s/ Ham, Langston & Brezina, L.L.P.

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Document and Entity Information Document	Aug. 14, 2023
Document Information [Line Items]
Document Type	8-K
Document Creation Date	Aug. 14, 2023
Document Period End Date	Aug. 14, 2023
Amendment Flag	false
Entity Registrant Name	Dakota Gold Corp.
Entity Address, Address Line One	106 Glendale Drive, Suite A,
Entity Address, City or Town	Lead
Entity Address, State or Province	SD
Entity Address, Country	US
Entity Address, Postal Zip Code	57754
Entity Incorporation, State Country Name	NV
City Area Code	605
Local Phone Number	906-8363
Entity File Number	001-41349
Entity Central Index Key	0001852353
Entity Emerging Growth Company	true
Entity Tax Identification Number	85-3475290
Entity Ex Transition Period	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
NYSE MKT LLC [Member] | Common Stock, par value $0.001 per share [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	DC
Security Exchange Name	NYSEAMER
NYSE MKT LLC [Member] | Warrants, each warrant exercisable for one share of the Registrant's common stock at an exercise price of $2.08 [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each warrant exercisable for one share of the Registrant's common stock at an exercise price of $2.08
Trading Symbol	DC.WS
Security Exchange Name	NYSEAMER

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