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 Inception Growth Acquisition Limited (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 13, 2022. On October 13, 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 report on the Company's financial statements for the period from
March 4, 2021 (date of inception) through 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.
During the period from March 4, 2021 (date of inception) through December 31,
2021, and the subsequent interim period through October 13, 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
period. 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 17, 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 13, 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 period from March 4, 2021 (date of inception)
through December 31, 2021 and through October 13, 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.
Exhibit
No. Description
16.1 Letter from Friedman LLP regarding the change in the Registrant's
certifying accountant, dated October 17, 2022 (incorporated by reference
to Exhibit 16.1 to the Company's 8-K filed with the SEC on October 17,
2022)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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