| Item 4.01. |
Change in the Registrant’s Certifying Accountant. |
Dismissal of Independent Registered Accounting Firm
On April 21, 2023, the Audit Committee of AERWINS Technologies Inc. (the “Company”) approved the dismissal of Marcum LLP (“Marcum”) as the Company’s independent registered public accounting firm. On April 25, 2023 the Company’s board of directors approved the dismissal of Marcum as the Company’s independent registered public accounting firm.
The audit report of Marcum on the financial statements as of December 31, 2022, and for the period ended December 31, 2022 and the period from February 12, 2021 (date of inception) to December 31, 2021, did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainties, audit scope, or accounting principles. During the period from February 12, 2021 (date of inception) through December 31, 2022, and the subsequent interim periods through April 25, 2023, there were no disagreements between Marcum and the Company 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 Marcum, would have caused Marcum to make a reference in connection with their opinion to the subject matter of the disagreement or reportable events as defined in Item 304(a)(1)(v) of Regulation S-K (“Regulation S-K”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The Company has provided Marcum with a copy of the foregoing disclosures in this Item 4.01 in response to Item 304(a) of Regulation S-K under the Exchange Act, and has requested that Marcum furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company in this Item 4.01 in response to Item 304(a) of Regulation S-K under the Exchange Act and, if not, stating the respects in which it does not agree. A letter from Marcum is attached hereto as Exhibit 16.1.
Engagement of New Independent Registered Accounting Firm
On April 21, 2023, the Company’s Audit Committee instructed the Company to expedite the appointment of TAAD LLP (“TAAD”) as the Company’s independent registered public accounting firm. On April 25, 2023, the Company’s board of directors approved the appointment and engagement of TAAD as the Company’s independent registered public accounting firm. The Company has not yet entered into an engagement letter with TAAD, but plans to do so as soon as possible. During the Company’s two most recent fiscal years, and the subsequent interim period through April 25, 2023, neither the Company nor anyone acting on its behalf consulted with TAAD regarding either: (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 financial statements, in connection with which either a written report or oral advice was provided to the Company that TAAD concluded was an important factor considered by the Company in reaching a decision as to the 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 and the related instructions) or reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).