Item 8. Financial Statements and Supplementary Data
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA
This information appears following Item 15 of
this Annual Report and is included herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Dismissal of Independent Registered Public
Accounting Firm
On May 24, 2023, our Board of Directors ratified
the dismissal of Marcum LLP (the “Former Auditor”) as the Company’s independent registered public accounting firm,
effective as of May 17, 2023. The dismissal was not due to any disagreements with the Former Auditor on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure.
The reports of the Former Auditor on the Company’s
financial statements for the period from November 23, 2021 (inception) through December 31, 2021 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 the report
contained an explanatory paragraph stating that there was substantial doubt about the Company’s ability to continue as a going
concern. For the period from November 23, 2021 (inception) through the date of the Former Auditor’s termination on May 17, 2023,
there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and related
instructions) with the Former Auditor 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 the Former Auditor would have caused the Former Auditor
to make reference thereto in its reports on the financial statements for such period. During the period November 23, 2021 (inception)
through the date of the Former Auditor’s termination on May 17, 2023, there were no “reportable events” (as
defined in Item 304(a)(1)(v) of Regulation S-K).
The Company provided the Former Auditor with
a copy of the disclosure it is making herein in connection with its filing of the Prospectus (in which a substantially identical disclosure
appears), and requested that the Former Auditor furnish the Company with a copy of its letter addressed to the SEC, stating whether or
not the Former Auditor agrees with the statements related to them made by the Company. A copy of the Former Auditor’s letter to
the SEC, dated October 18, 2023, was filed with Amendment No. 2 to the Company’s Registration Statement on Form S-1 (No. 333-275076),
which Amendment No. 2 was filed with the SEC on December 22, 2023, and such copy of the Former Auditor’s letter is filed as Exhibit
16 to this Annual Report and incorporated herein by reference.
20
On May 24, 2023, the Board of Directors of our
company ratified the appointment of MaloneBailey, LLP, as the Company’s new independent registered public accounting firm, effective
as of the signing of MaloneBailey, LLP’s engagement letter on May 23, 2023, to perform independent audit services on the balance
sheets of our company, as of December 31, 2022, and December 31, 2021, and the related statements of operations, changes in stockholder’s
equity, and cash flows for the year ended December 31, 2022, and for the period from November 23, 2021 (inception) through December 31,
2021.
During the period from November 23, 2021 (inception)
to the date of MaloneBailey, LLP’s engagement, May 23, 2023, we, or anyone on our behalf, did not consult with MaloneBailey, LLP
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 with respect to the financial statements of the Company, and no written report or oral advice was
provided to the Company by MaloneBailey, LLP that 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 the subject of a “disagreement” (as defined in Item 304(a)(1)(iv)
of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation
S-K).
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