Item 8. Financial Statements and Supplementary Data
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our financial statements and the notes thereto
begin on page F-1 of this Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
Effective on 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 September
30, 2022. On September 30 , 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 were provided by Marcum.
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Friedman’s reports
on the Company’s consolidated financial statements for the fiscal years ended December 31, 2021 and 2020 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 for the fiscal years ended December 31, 2021 and 2020 contained an uncertainty
about the Company’s ability to continue as a going concern.
During the two most recent
fiscal years ended December 31, 2021 and 2020, and the subsequent interim period through September 30, 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 years. Also, during
this time, there were no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K.
On November 24, 2022, the Board dismissed Friedman
as the independent registered public accounting firm of OnePlatform Holdings Limited and TAG Asia Capital Holdings Limited, effective
as of such date. The audited combined financial statements of OnePlatform Holdings Limited and TAG Asia Capital Holdings Limited as of
December 31, 2021 and 2020 and for each of the two-year period ended December 31, 2021 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 for an explanatory paragraph
in such reports regarding substantial doubt about the Company’s ability to continue as a going concern. During the two fiscal years
ended December 31, 2021 and 2020 and during the subsequent interim period from January 1, 2022 through November 24, 2022, (i) there were
no disagreements with Friedman on any matter of accounting principles or practices, financial statement disclosure or auditing scope or
procedures that, if not resolved to Friedman’s satisfaction, would have caused Friedman to make reference to the subject matter
of the disagreement in connection with its reports and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v)
of Regulation S-K.
On December 6, 2022, upon the recommendation of
the Audit Committee, the Board ratified the dismissal of Marcum as the Company’s independent registered public accounting firm,
effective November 30, 2022. The reports of Friedman, as predecessor to Marcum (prior to their combination), on the Company’s financial
statements for the fiscal years ended December 31, 2021 and 2020, do not contain an adverse opinion or a disclaimer of opinion and are
not qualified or modified as to uncertainty, audit scope, or accounting principles, except for an explanatory paragraph in such reports
regarding substantial doubt about the Company’s ability to continue as a going concern. From October 20, 2020 through September
29, 2022, the period during which Friedman was engaged as the Company’s independent registered public accounting firm and from September
30, 2022 through November 30, 2022, the period during which Marcum, as successor to Friedman (following the combination of Friedman and
Marcum, effective September 1, 2022), was engaged as the Company’s independent registered public accounting firm, there were (i)
no “disagreements,” as such term is defined in Item 304(a)(1) (iv) of Regulation S-K, with Marcum or Friedman in any matter
of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved
to the satisfaction of Marcum or Friedman, would have caused it to make reference to the subject matter of the disagreement(s) in connection
with its reports, and (ii) no reportable events, as such term is defined in Item 304(a)(1)(v) of Regulation S-K.
On December 6, 2022, after the recommendation
of the Audit Committee of the Board, the Board approved the engagement of WWC, P.C., (“WWC”) as the Company’s independent
registered public accounting firm to audit the Company’s consolidated financial statements for the fiscal year ending December 31,
2022 and review the unaudited condensed consolidated financial statements of AAL and unaudited condensed combined financial statements
of TAG International Limited and TAG Asia Capital Holdings Limited for the nine months ended September 30, 2022.
During the two fiscal years ended December 31,
2021 and 2020 and during the subsequent interim period from January 1, 2021 through November 30, 2022, neither the Company nor anyone
on the Company’s behalf consulted WWC 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 our financial statements, and neither a written report
nor oral advice was provided to us that WWC concluded was an important factor considered by us 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” or a “reportable
event”, each as defined in Regulation S-K Item 304(a)(1)(v) and 304(a)(1)(v), respectively.
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