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.