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 Denali Capital Acquisition Corp. (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 14, 2022. On October 14, 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 financial statements from January 5, 2022
(inception) through February 7, 2022 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 from January 5, 2022 (inception) through
February 7, 2022 contained an uncertainty about the Company's ability to
continue as a going concern.
During the period from January 5, 2022 (inception) through February 7, 2022 and
the subsequent interim period through October 14, 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 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 1
9
, 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 14, 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 three months ended March 31, 2022, the three
months ended June 30, 2022, and the interim period through October 14, 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibits
16.1 Letter from Friedman LLP regarding the change in the Registrant's
certifying accountant, dated October 19, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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