| Item 4.01 | Changes in Registrant’s Certifying Accountant. |
(a) On March 25, 2022, the Audit Committee of the Board of Directors (the
“Board”) of Tattooed Chef, Inc. (the “Company”) approved the engagement of Deloitte & Touche LLP (“Deloitte”)
as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, effective immediately.
On March 21, 2022, BDO USA, LLP (“BDO”), the Company’s independent registered public accounting firm, notified the
Company that it has declined to stand for re-election in 2022. In connection with the audits of the Company’s consolidated financial
statements for the fiscal years ended December 31, 2021 and 2020, and in the subsequent interim period through March 21, 2022, there were
no disagreements with BDO on any matters of accounting principles or practices, financial statement disclosure or auditing scope and procedures
which, if not resolved to the satisfaction of BDO, would have caused BDO to make reference to the subject matter of the disagreements
in connection with its reports.
The reports of BDO on the Company’s consolidated financial statements
for the fiscal years ended December 31, 2021 and 2020 did not contain an adverse opinion or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting principles. However, BDO’s audit report on the Company’s internal
control over financial reporting as of December 31, 2021 contained an adverse opinion due to the material weaknesses noted below. BDO
was not required to report on the Company’s internal control over financial reporting as of December 31, 2020.
As previously reported, on March 7, 2022, the Board, based on consultation
with Company management and upon the recommendation of the Audit Committee, concluded that the Company’s unaudited interim consolidated
financial statements for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021, each as previously filed with the SEC,
should no longer be relied upon due to material errors in those financial statements. The effects of these errors on the Company’s
unaudited interim consolidated financial statements for such periods were reported within the Company’s annual report on Form 10-K
for the year ended December 31, 2021. The Company will file amended quarterly reports on Form 10-Q with the SEC for the quarterly periods
ended March 31, 2021, June 30, 2021 and September 30, 2021 to include the restated unaudited interim consolidated financial statements
as soon as practicable (the “Restatement”).
There were no reportable events (as that term is described in Item 304(a)(1)(v)
of Regulation S-K) during the two fiscal years ended December 31, 2021 and 2020, or in the subsequent period through March 21, 2022, except
for the Restatement and the material weaknesses in the Company’s internal control over financial reporting disclosed in the Company’s
annual reports on Form 10-K for the years ended December 31, 2021 and 2020, related to not maintaining appropriately designed entity-level
controls impacting the control environment, risk assessment procedures, effective monitoring controls and control activities to prevent
or detect material misstatements to the consolidated financial statements.
The Company has provided a copy of the foregoing disclosures to BDO and
requested that BDO furnish it with a letter addressed to the SEC stating whether BDO agrees with the above statements. A copy of BDO’s
letter, dated March 25, 2022, is filed as Exhibit 16.1 to this Form 8-K.
During the two fiscal years ended December 31, 2021 and 2020, and in the
subsequent period through March 25, 2022, neither the Company nor anyone on its behalf has consulted with Deloitte with respect to (i)
the application of accounting principles to a specified transaction, either completed or proposed, the type of audit opinion that might
be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that
Deloitte 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 other matter that was the subject of a disagreement or a reportable event (each as described above).