MG, I have never seen a S1 done for a merger without having audits done. I misspoke when I stated that QASP would need to be audited, I had it stuck in my head that this was still a merger.
But for the exchange, I think Centa needs to have audits, but not sure whether the newco shell is a 1933 or 1934 Act company. If 1934, then definitely. BTW, the auditor for a public reporting company must be PCAOB registered. Another degree of certification for the accounting firm.
One point of interest, is in fact Newco acquires via exchange more than 50% of QASP, Newco will have to consolidate QASP balance sheet and income statement into Newco financial reporting. Then QASP would need to be audited.
But newco might be able to use Qasp's net operating loss carry forward as well.