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Item 4.01
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Changes in Registrant’s Certifying Accountant.
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Friedman LLP
On October 29, 2021, Alfi,
Inc. (the “Company”) was notified by email by Friedman LLP (“Friedman”) that the firm resigned as the Company’s
independent registered public accounting firm. As discussed below, the Company engaged Friedman on October 18, 2021 and, accordingly,
Friedman has not issued any report on the Company’s financial statements.
During the two most recent
fiscal years ended December 31, 2020 and 2019 and the subsequent interim period from January 1, 2021 through October 29, 2021: (i) there
were no “disagreements” (as such term is defined in Item 304(a)(1)(iv) of Regulation S-K) with Friedman on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedure; and (ii) there have been no “reportable
events” (as such term is defined in Item 304(a)(1)(v) of Regulation S-K).
On October 18, 2021, the Company
engaged Friedman to serve as its independent registered public accounting firm to audit the consolidated balance sheet of the Company
as of December 31, 2021, and the related consolidated statements of operations, comprehensive income, stockholders’ equity, cash
flows and related notes for the year then ended. The decision to engage Friedman as the Company’s independent registered public
accounting firm was approved by the Audit Committee (the “Audit Committee”) of the Company’s Board of Directors (the
“Board”). During the two most recent fiscal years ended December 31, 2020 and 2019, and during the subsequent interim period
from January 1, 2021 through the date of Friedman’s engagement, to the knowledge of the Company’s current management and the
current members of the Audit Committee, neither the Company nor anyone on its behalf consulted Friedman 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, and neither a written report nor oral advice was provided to the Company that Friedman 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 such term is defined in Item 304(a)(1)(iv) of Regulation
S-K) or a “reportable event” (as such term is defined in Item 304 (a)(1)(v) of Regulation S-K).
The Company provided Friedman
with a copy of the disclosure the Company is making herein in response to Item 304(a) of Regulation S-K prior to the filing thereof with
the Securities and Exchange Commission (“SEC”). A copy of Friedman’s letter to the SEC stating whether it agrees with
the statements made in this Current Report is filed hereto as Exhibit 16.1.
Slack & Company CPAs, LLC
Prior to Friedman, Slack &
Company CPAs, LLC (“Slack”) served as the Company’s independent registered public accounting firm and audited the Company’s
consolidated balance sheets as of December 31, 2020 and 2019, and the related consolidated statements of operations, changes in stockholders’
equity and cash flows for the two years then ended, and the related notes. In August 2021, Slack notified the Company that it was resigning
as the Company’s independent registered public accounting firm after Slack completed the work necessary for the Company to file
its Quarterly Report on Form 10-Q for quarter ended June 30, 2021, due to the Slack firm closing its business.
Slack’s report on the
Company’s consolidated financial statements as of December 31, 2020 and 2019, did not contain an adverse opinion or a disclaimer
of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles, except that such report contained
an explanatory paragraph that stated that the Company had a loss from operations and an accumulated deficit and intends to fund operations
through future financing, of which no assurance can be given that the Company will be successful in raising such capital, and which factors
raised substantial doubt about the Company’s ability to continue as a going concern.
During the two most recent
fiscal years ended December 31, 2020 and 2019 and the subsequent interim period from January 1, 2021 through the date of Slack’s
resignation: (i) there were no “disagreements” (as such term is defined in Item 304(a)(1)(iv) of Regulation S-K) with Slack
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 Slack, would have caused Slack to make reference to the subject matter of the disagreements in
connection with its report on the consolidated financial statements for such years; and (ii) there have been no “reportable events”
(as such term is defined in Item 304(a)(1)(v) of Regulation S-K).
The Company provided Slack
with a copy of the disclosure it is making herein in response to Item 304(a) of Regulation S-K and requested that Slack furnish the Company
with a copy of its letter addressed to the SEC, pursuant to Item 304(a)(3) of Regulation S-K, stating whether Slack agrees with the statements
made by the Company in response to Item 304(a) of Regulation S-K and, if not, stating the respects in which it does not agree. As the
Slack firm has closed, the Company does not expect to receive such letter from Slack.