Change in Certifying Accountants Form 8 K

After conducting a competitive process, on August 21, 2024, the Audit Committee of the Board of Directors (the "Audit Committee") of Charlotte's Web Holdings, Inc. (the "Company") approved the appointment of PKF O'Connor Davies LLP ("PKF") as the new independent registered public accounting firm for the Company, subject to PKF's completion of its customary client acceptance procedures.

During the fiscal year ended December 31, 2023 ("fiscal 2023"), and for the subsequent interim period through August 21, 2024, none of the Company, or anyone on their behalf consulted PKF regarding any of the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K ("Regulation S-K") of the U.S. Securities and Exchange Commission (the "SEC") through that date.

On August 21, 2024, the Audit Committee also dismissed Ernst & Young LLP ("EY") as the Company's independent registered public accounting firm, effective as of that date.

EY's report on the Company's consolidated financial statements for the period ended December 31, 2023, did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended December 31, 2023 and in the subsequent interim period through August 21, 2024, there were no "disagreements" (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of EY, would have caused EY to make reference to the subject matter of the disagreement in connection with EY's report. During the fiscal year ended December 31, 2023 and in the subsequent interim period through August 21, 2024, there were no "reportable events" (as defined under Item 304(a)(1)(v) of Regulation S-K).

The Company has provided EY with a copy of this report and requested that EY provide a letter addressed to the U.S. Securities and Exchange Commission indicating whether or not it agrees with the disclosures contained herein and, if not, the respects in which it does not agree. A copy of EY's letter, dated August 21, 2024, is filed as Exhibit 16.1 to this report.