Item 4.01 Changes in Registrant's Certifying Accountant.
Based on information provided by Friedman LLP ("Friedman"), the independent
registered public accounting firm of AGBA Acquisition Limited (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 September 30, 2022, the Audit
Committee of the Board of Directors of the Company dismissed Friedman and
engaged Marcum to serve as the independent registered public accounting firm of
the Company for the year ending December 31, 2022, effective immediately. The
services previously provided by Friedman will now be provided by Marcum.
Friedman's reports on the Company's consolidated financial statements for the
fiscal years ended December 31, 2021 and 2020 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
financial statements of the Company for the fiscal years ended December 31, 2021
and 2020 contained an uncertainty about the Company's ability to continue as a
going concern.
During the two most recent fiscal years ended December 31, 2021 and 2020, and
the subsequent 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 6, 2022 is attached as Exhibit
16.1 to this Current Report on Form 8-K.
Marcum previously served as the independent registered public accounting firm
for the Company from February 2019 to October 2020. Except for when it was
previously engaged as the Company's independent registered accounting firm,
during the fiscal years ended December 31, 2021 and 2020 and 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
16.1 Letter from Friedman LLP regarding the change in the Registrant's
certifying accountant, dated October 6, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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