ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.



Based on information provided by Friedman LLP, the independent registered public
accounting firm of RCI Hospitality Holdings, Inc. (the "Company"), effective
September 1, 2022, Friedman LLP ("Friedman") combined with Marcum LLP ("Marcum")
and continued to operate as an independent registered public accounting firm. On
January 12, 2023, the Audit Committee of the Company's Board of Directors
approved the dismissal of Friedman and the engagement of Marcum to serve as the
Company's independent registered public accounting firm. The services previously
provided by Friedman will now be provided by Marcum.

The reports of Friedman on the Company's consolidated financial statements for
the fiscal years ended September 30, 2022 and 2021 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 September 30, 2022 and 2021 and the interim period through January 12,
2023, the Company:

(i) had no disagreements with Friedman on any matter of accounting principles or
practices, financial statement disclosures or audit scope or procedure, which
disagreements, if not resolved to the satisfaction of Friedman, would have
caused them to make reference thereto in their report on the consolidated
financial statements for such years; and

(ii) had the following "reportable events" (as such term is defined in Item 304
of Regulation S-K): As disclosed in Part II, Item 9A of the Company's Form 10-Ks
for the fiscal years ended September 30, 2022 and 2021, Friedman audited the
Company's internal control over financial reporting as of the fiscal year end
for both those periods and identified certain material weaknesses, which
material weaknesses were also identified in management's assessment. The
identification of the material weaknesses resulted in Friedman expressing an
adverse opinion stating that we did not maintain, in all material respects,
effective internal control over financial reporting as of September 30, 2022 and
as of September 30, 2021.

The Company provided to Friedman a copy of the statements made in this Item 4.01. Attached as Exhibit 16.1 to this Form 8-K is Friedman's letter to the Securities and Exchange Commission, dated January 13, 2023, stating that they agree with these statements.



During the Company's two most recent fiscal years ended September 30, 2022 and
2021 and the interim period through January 12, 2023, neither the Company nor
anyone on its behalf consulted with Marcum regarding (i) the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company's
consolidated financial statements, or (ii) any matter that was either the
subject of a disagreement (as described in Item 304(a)(1)(iv) of Regulation S-K
and the related instructions) or a reportable event (as described in Item
304(a)(1)(v) of Regulation S-K).

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.



(d) Exhibits

Exhibit Number               Description

16.1                           Letter from Friedman LLP     to the

Securities and Exchange Commission


                                 regarding the     Company    '    s

change in certifying accountant


                             dated Janua    ry     13    , 2023
104                          Cover Page Interactive Data File (embedded

within the Inline XBRL document)


                                       2

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