| Item 4.01 | Change in Registrant’s Certifying Accountant. |
(a) Dismissal of Independent Registered Public Accountant
As of April 24, 2024 (the “Dismissal Date”), the Audit Committee (the “Committee”) of the Board of Directors of Four Leaf Acquisition Corporation (the “Company”) approved the dismissal of Marcum LLP (“Marcum”) as the Company’s independent registered public accounting firm, effective immediately.
Marcum’s reports on the Company’s financial statements as of December 31, 2023 and 2022, and for the fiscal year ended December 31, 2023 and for the period from March 3, 2022 (inception) through December 31, 2022, did not contain any adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except that each of Marcum’s reports on the Company’s financial statements as of December 31, 2023 and 2022, and for the fiscal year ended December 31, 2023 and for the period from March 3, 2022 (inception) through December 31, 2022, contained an explanatory paragraph indicating that there was substantial doubt about the Company’s ability to continue as a going concern. In addition, during the fiscal year ended December 31, 2023 and for the period from March 3, 2022 (inception) through December 31, 2022, as well as during the subsequent interim period preceding the Dismissal Date, there were no “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) between the Company and Marcum with respect to any matter relating to accounting principles or practices, financial statement disclosure or auditing scope or procedures which, if not resolved to the satisfaction of Marcum, would have caused Marcum to make reference to the subject matter of the disagreement in its reports on the Company’s financial statements with respect to such periods.
During the fiscal year ended December 31, 2023 and for the period from March 3, 2022 (inception) through December 31, 2022, as well as during the subsequent interim period preceding the Dismissal Date, there were no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions), except for material weaknesses as disclosed under (i) “Item 9A. Controls and Procedures” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023; and (ii) “Item 4. Controls and Procedures” of each of the Company’s: (A) Quarterly Report on Form 10-Q for the period ended March 31, 2023; (B) Quarterly Report on Form 10-Q for the period ended June 30, 2023; and (C) Quarterly Report on Form 10-Q for the period ended September 30, 2023, each of which the Committee was advised of by Marcum.
The Company has provided Marcum with a copy of the foregoing disclosure and requested that Marcum furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of the letter from Marcum is attached as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Newly Appointed Independent Registered Public Accountant
On April 24, 2024, the Committee approved the appointment of Adeptus Partners, LLC (“Adeptus”) as the Company’s independent registered public accounting firm to perform independent audit services, including the audit of the Company’s financial statements for the fiscal year ending December 31, 2024.
During the Company’s the fiscal year ended December 31, 2023 and for the period from March 3, 2022 (inception) through December 31, 2022 and in the subsequent interim period through April 24, 2024, neither the Company nor anyone on its behalf consulted with Adeptus regarding either: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion
