What changed in this filing

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Item 9A. Controls and Procedures

2024-03-07 compared with 2023-03-09 · 61 added, 43 removed, 115 unchanged (47% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the fiscal year covered by this Annual Report on Form 10-K.

This evaluation is performed to determine whether our disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.

Due to the material weaknesses described below, our chief executive officer and chief financial officer concluded that the Company’s disclosure controls and procedures were not effective at the reasonable assurance level as of December 31, 2022.

Nevertheless, based on the performance of additional procedures by management designed to ensure reliability of financial reporting, the Company’s management has concluded that, notwithstanding the material weaknesses described below, the consolidated financial statements, included in this Form 10-K, fairly present, in all material respects, the Company’s financial position, results of operations and cash flows as of the dates, and for the periods presented, in conformity with U.S.

Our management, with the participation of our Interim Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the fiscal year covered by this Annual Report on Form 10-K.

This evaluation is performed to determine whether our disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including our Interim Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.

Due to the material weaknesses described below, our Interim Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective at the reasonable assurance level as of December 31, 2023.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Our management evaluated the design and operating effectiveness of the Company's internal control over financial reporting based on the criteria established in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

1 unchanged sentence

• pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.

GAAP, and that our receipts and expenditures are being made only in accordance with management and directors of the Company's authorization;

• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with management and directors of the Company's authorization;

• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2022.

Based on this evaluation, our management concluded that we did not maintain effective internal control over financial reporting as of December 31, 2022 given the previously identified material weaknesses have not been remediated as of year end.

Under the supervision and with the participation of our management, including our Interim Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023.

Based on this evaluation, our management concluded that we did not maintain effective internal control over financial reporting as of December 31, 2023 given the previously identified material weaknesses having not been remediated as of year end.

Our independent registered accounting firm will not be required to opine on the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer an “emerging growth company” as defined in the JOBS Act.

2 unchanged sentences

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The Company’s management, including our chief executive officer and chief financial officer, concluded that, as of December 31, 2022:

• We have not sufficiently designed, implemented and documented internal controls at the entity level and across key business and financial processes to allow us to achieve complete, accurate and timely financial reporting.

• We have not designed and implemented controls to maintain appropriate segregation of duties in our manual and information technology-based business processes.

The Company’s management, including our Interim Chief Executive Officer and Chief Financial Officer, concluded that, as of December 31, 2023:

• We had not sufficiently designed, implemented and documented internal controls at the entity level and across key business and financial processes to allow us to achieve complete, accurate and timely financial reporting.

• We had not designed and implemented controls to maintain appropriate segregation of duties in our manual and information technology-based business processes.

Remediation Status of Material Weaknesses

1 unchanged sentence

We have taken numerous steps to address the underlying causes of this material weakness.

We have hired additional experienced financial reporting personnel and put new processes in place to achieve complete, accurate and timely financial reporting.

We have also hired a third-party consulting firm with expertise to help us design, implement and document our internal controls across the organization.

We have continued with controls implementation, enhanced documentation, understanding of certain processes and have given additional training to individuals performing and overseeing these processes and controls.

We have also implemented a monitoring system to provide more timely information on control performance and have increased our oversight capabilities across the company.

We hired additional experienced financial reporting personnel and put new processes in place to achieve complete, accurate and timely financial reporting.

We also hired a third-party consulting firm with expertise to help us design, implement and document our internal controls across the organization.

We have continued with controls implementation, enhanced documentation and understanding of certain processes and provided additional training to individuals performing and overseeing these processes and controls.

We also implemented a monitoring system to provide more timely information on control performance and have increased our oversight capabilities across the company.

Material weakness related to appropriate segregation of duties in our manual and information technology-based business processes.

Last year, we commenced a process to (i) identify key systems and processes that require improved documentation, (ii) implement enhanced standards designed to meet the requirements of the Sarbanes-Oxley Act for segregation of duties, (iii) review the design of applicable internal controls and assess any required amendments and (iv) increase the training of accounting and finance staff in relevant areas.

While progress has been made to remediate both of the material weaknesses above, as of December 31, 2022, we are still in the process of developing and implementing the enhanced processes and procedures and testing the operating effectiveness of these improved controls.

We have provided process and controls training and have incorporated ongoing training and monitoring as part of our overall control environment.

We have implemented and continue to implement control improvements and have focused on the increased operational effectiveness of our controls.

Over the past year, we continued the process to (i) identify key systems and processes that require improved documentation, (ii) implement enhanced standards designed to meet the requirements of the Sarbanes-Oxley Act for segregation of duties, (iii) review the design of applicable internal controls and assess any required amendments, (iv) increase the training of accounting and finance staff in relevant areas and (v) started an Enterprise Resource Planning (“ERP”) system implementation project.

While progress has been made to remediate both of the material weaknesses above, as of December 31, 2023, we were still in the process of developing and implementing the enhanced processes and procedures and testing the operating effectiveness of these improved controls.

We provided process and controls training and have incorporated ongoing training and monitoring as part of our overall control environment.

We implemented and continue to implement control improvements and have focused on the increased operational effectiveness of our controls.

We selected an ERP system, hired an implementation partner and are in the process of implementation which will provide improvements to our IT-dependent and application controls to help prevent and detect errors, enforce segregation of duties and strengthen controls around manual journal entries.

We believe our actions will be effective in remediating the material weaknesses, and we continue to devote significant time and attention to these efforts.

4 unchanged sentences

OTHER INFORMATION

Rule 10b5-1 Trading Plans

During the three months ended December 31, 2023, none of the Company's directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of the Company's securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

23 unchanged sentences

8-K 001-40828 September 27, 2021 3.1

3.2 C ertificate of Amendment to the Amended and Restated Certificate of a.k.a.

Brands Holding Corp., filed with the Delaware Secretary of State on September 25, 2023

8-K 001-40828 September 29, 2023 3.1

3.3 Amended and Restated Bylaws of a.k.a.

7 unchanged sentences

Brands Holding Corp.’s securities

March 9, 2023 4.2

10.1 Stockholders Agreement, dated June 23, 2021, by and among a.k.a.

15 unchanged sentences

S-8 333-259753 September 24, 2021 10.1

A mendment No.

1 to the a.k.a.

Brands Holding Corp Omnibus Incentive Plan

8-K 001-40828 May 30, 2023 10.1

Form of Incentive Stock Option Agreement

8 unchanged sentences

Employment Agreement, dated April 8, 2021, by and between Excelerate US, Inc.

and Jill Ramsey

S-1 333-259028 August 24, 2021 10.10

Employment Agreement, dated April 8 , 2021, by and between Excelerate US, Inc.

and Ciaran Long

March 9, 2023 10.11

Employment Agreement, dated October 15, 2020, by and between Excelerate US, Inc.

1 unchanged sentence

S-1 333-259028 August 24, 2021 10.12

O ffer Letter, dated November 7, 2023, by and between Excelerate US, Inc.

and Jill Ramsey

001-40828 November 9, 2023 10.1

21.1* Subsidiaries of a.k.a.

1 unchanged sentence

23.1* Consent of Independent Registered Public Accounting Firm

31.1* Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2* Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1** Certification of Principal Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2** Certification of Principal Financial Officer pursuant to 18 U.S.C.

31.1* Certification of Interim Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer) pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1** Certification of Interim Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer) pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Brands Holding Corp.

Executive Incentive Compensation Recoupment Policy

101.INS* Inline XBRL Instance Document

11 unchanged sentences

Not Applicable.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Brands Holding Corp.

March 7, 2024

/s/ Jill Ramsey

Chief Executive Officer

/s/ Ciaran Long

Interim Chief Executive Officer and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ Jill Ramsey Chief Executive Officer and Director March 9, 2023

Jill Ramsey (Principal Executive Officer)

/s/ Ciaran Long Chief Financial Officer March 9, 2023

Ciaran Long (Principal Financial Officer and

/s/ Ciaran Long

Interim Chief Executive Officer and Chief Financial Officer

March 7, 2024

Ciaran Long (Principal Executive Officer, Principal Financial Officer and

Principal Accounting Officer)

/s/ Simon Beard Director March 9, 2023

/s/ Wesley Bryett Director March 9, 2023

/s/ Wesley Bryett

Director March 7, 2024

Wesley Bryett

/s/ Christopher Dean Chairman of the Board of Directors March 9, 2023

/s/ Christopher Dean

Chairman of the Board of Directors March 7, 2024

Christopher Dean

/s/ Ilene Eskenazi Director March 9, 2023

/s/ Ilene Eskenazi

Director March 7, 2024

Ilene Eskenazi

/s/ Sourav Ghosh Director March 9, 2023

/s/ Matthew Hamilton Director March 9, 2023

/s/ Sourav Ghosh

Director March 7, 2024

/s/ Matthew Hamilton

Director March 7, 2024

Matthew Hamilton

/s/ Myles McCormick Director March 9, 2023

/s/ Myles McCormick

Director March 7, 2024

Myles McCormick

/s/ Kelly Thompson Director March 9, 2023

/s/ Jill Ramsey

Director March 7, 2024

/s/ Kelly Thompson

Director March 7, 2024

Kelly Thompson

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures