Item 4.01 Changes in Registrant's Certifying Accountant.
a) Dismissal of Independent Registered Public Accounting Firm.
Based on information provided by Friedman LLP ("Friedman"), the independent
registered public accounting firm of Acri Capital Acquisition Corporation (the
"Company"), effective September 1, 2022, Friedman combined with Marcum LLP
("Marcum") and continued to operate as an independent registered public
accounting firm. Friedman continued to serve as the Company's independent
registered public accounting firm through September 30, 2022. On October 3,
2022, the Audit Committee of the Board of Directors of the Company approved the
dismissal with Friedman and engagement of Marcum to serve as the independent
registered public accounting firm of the Company for the year ending December
31, 2022. The services previously provided by Friedman will now be provided by
Marcum.
The Company was incorporated on January 7, 2022 (the "inception"). Therefore,
since its inception, the Company has not filed any annual reports on Form 10-K
and Friedman has not conducted any audit on the Company's consolidated financial
statements for any fiscal year, except that: (i) it has issued a report (the
"IPO Offering Report") for the audited financial statements for the period from
inception through February 15, 2022 in connection with the initial public
offering of the Company (collectively, the "Interim Financial Statements"); (ii)
it has issued a report (the "IPO Closing Report") on the Company's balance sheet
as of June 14, 2022 and the related notes (collectively, the "IPO Closing
Financial Statements") in connection with the closing of the initial public
offering of the Company. Other than the foregoing, Friedman has not issued any
audit report since incorporation, nor has it provided any adverse opinion,
disclaimer of opinion, or report qualified or modified with uncertainty, audit
scope or accounting principle, except that it has expressed uncertainty about
the Company's ability to continue as a going concern in its IPO Report.
Additionally, Friedman's IPO Offering Report and IPO Closing Report 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, except that
the audit report on the Interim Financial Statements of the Company contained an
uncertainty about the Company's ability to continue as a going concern.
Since the Company's inception and during such interim period through September
30, 2022, there were no disagreements with Friedman on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of Friedman,
would have caused Friedman to make reference to the subject matter of the
disagreements in connection with its reports on the Company's consolidated
financial statements for such years. Also, during this time, there were no
"reportable events," as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Friedman with a copy of the above disclosures and requested
that Friedman furnish the Company with a letter addressed to the Securities and
Exchange Commission stating whether or not it agrees with the statements made
above. A copy of Friedman's letter dated October 4, 2022 is attached as Exhibit
16.1 to this Current Report on Form 8-K.
(b) Appointment of New Independent Registered Public Accounting Firm.
On September 30, 2022, the Company engaged Marcum as the Company's independent
registered public accounting firm for the fiscal year ending December 31, 2022,
effective immediately. Since inception on January 7, 2022 through September 30,
2022, neither the Company nor anyone on its behalf consulted with Marcum
regarding (i) the application of accounting principles to any specified
transaction, either completed or proposed or the type of audit opinion that
might be rendered on the Company's consolidated financial statements, and
neither a written report nor oral advice was provided to the Company that Marcum
concluded was an important factor considered by the Company in reaching a
decision as to any accounting, auditing, or financial reporting issue, or (ii)
any matter that was either the subject of a "disagreement," as defined in Item
304(a)(1)(iv) of Regulation S-K, or a "reportable event," as defined in Item
304(a)(1)(v) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
99.1 Letter from Friedman LLP regarding the change in the Registrant's
certifying accountant, dated October 4, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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