Outdoor Holding Co

PKF of Texas, PC ("PKF") served as the Company’s independent registered public accounting firm from April 8, 2021 to July 2, 2025. On July 2, 2025, the Audit Committee of the Board of Directors of Outdoor Holding Company approved the replacement of PKF as the Company’s independent registered public accounting firm, due to the acquisition of certain assets of PKF by WithumSmith+Brown, PC (“Withum”) effective July 2, 2025. Withum has served as the Company's independent registered public accounting firm from July 2, 2025 to present.

The following table presents the fees billed by Withum (which includes fees from PKF prior to its acquisition by Withum) for its services during the Company’s last two fiscal years.

(1)

Amounts include invoices received late for services provided in fiscal year 2025, but paid in 2026.

It is our policy to engage the principal accounting firm to conduct the audit of the Company’s financial statements and to confirm, prior to such engagement, that such principal accounting firm is independent of the Company to the extent required by SEC rules and regulations. All services of the principal accounting firm reflected above were approved by the Board.

“Audit Fees” consist of fees incurred for professional services for the audit of our financial statements and restated financial statements and review of our interim consolidated financial statements included in quarterly reports and other services normally provided in connection with statutory and regulatory filings.

“Audit-Related Fees”consist of fees incurred for other attestation engagements and consultations regarding financial accounting and reporting matters.

“All Other Fees” consist of legal fees incurred by PKF in connection with the investigation conducted pursuant to Section 10A of the Exchange Act and the SEC Investigation, which fees were reimbursed by the Company pursuant to indemnification provisions in the engagement agreement with PKF.

Audit Committee Pre-Approval Policies

The charter of our Audit Committee provides that the duties and responsibilities of our Audit Committee include the pre-approval of all audit, audit-related, tax, and other services permitted by law or applicable SEC regulations (including fee and cost ranges) to be performed by our independent registered public accountant. Any pre-approved services that will involve fees or costs exceeding pre-approved levels will also require specific pre-approval by the Audit Committee. Unless otherwise specified by the Audit Committee in pre-approving a service, the pre-approval will be effective for the 12-month period following pre-approval. The Audit Committee will not approve any non-audit services prohibited by applicable SEC regulations or any services in connection with a transaction initially recommended by the independent registered public accountant, the purpose of which may be tax avoidance and the tax treatment of which may not be supported by the Code and related regulations.

To the extent deemed appropriate, the Audit Committee may delegate pre-approval authority to the Chairman of the Audit Committee or any one or more other members of the Audit Committee provided that any member of the Audit Committee who has exercised any such delegation must report any such pre-approval decision to the Audit Committee at its next scheduled meeting. The Audit Committee will not delegate the pre-approval of services to be performed by the independent registered public accountant to management.

Our Audit Committee requires that our independent registered public accounting firm, in conjunction with our Chief Financial Officer, be responsible for seeking pre-approval for providing services to us and that any request for pre-approval must inform the Audit Committee about each service to be provided and must provide detail as to the particular service to be provided.

All of the services provided above under the caption “All Other Fees” were approved by the Board or by our Audit Committee pursuant to our Audit Committee’s pre-approval policies.