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 Fortune Rise 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 October 7, 2022. On October 7, 2022, the Board of Directors of the Company (the “Board”) and
the Audit Committee of the Board authorized the replacement of Friedman with Marcum to serve as the independent registered public accounting
firm of the Company for the year ending December 31, 2022, pending the execution of a formal engagement letter with Marcum. The services
previously provided by Friedman will now be provided by Marcum once Marcum is engaged. On October 12, 2022, an engagement letter were
executed by Marcum and the Company, effectively immediately.
The
Company was incorporated on February 1, 2021 (the “Inception”). Therefore, since the Inception, the Company has only filed
one annual report on Form 10-K for the fiscal year ended December 31, 2021 on March 28, 2022, for which Freidman conducted the audit on
the Company’s balance sheet as of December 31, 2021 and the related statements of operations, changes in stockholder’s equity
and cash flow for the period from the Inception through December 31, 2021, and the related notes (collectively, the “2021 Financial
Statements”). Friedman’s report on the Company’s 2021 Financial Statements (the “2021 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.
In
addition, Friedman has issued a report (the “IPO Offering Report”) for the audited financial statements for the period from
inception through February 19, 2021 in connection with the initial public offering of the Company (collectively, the “Interim Financial
Statements”), and a report (the “IPO Closing Report”) on the Company’s balance sheet as of November 5, 2021 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 other 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. For the IPO Report, the IPO Closing Report or the
2021 Report, neither contained 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 IPO 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 October 7, 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 periods. 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 14, 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
October 12, 2022, the Company engaged Marcum as the Company’s independent registered public accounting firm for the fiscal year
ending December 31, 2022, effective immediately. During the fiscal years ended December 31, 2021 and through October 12, 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 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.
