Item 4.01 Changes in Registrant's Certifying Accountant.
Dismissal of Independent Registered Public Accounting Firm
Based on information provided by Friedman LLP ("Friedman"), the independent
registered public accounting firm of Hainan Manaslu 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 5, 2022. On October 5, 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
September 10, 2021 (inception) to December 31, 2021 (the "Audit Report") 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 Audit Report contained an uncertainty about the Company's ability to
continue as a going concern.
During the period from September 10, 2021 (inception) to December 31, 2021, and
the subsequent interim period through October 5, 2022, there were no
disagreements with Friedman on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, from the time of
Friedman's engagement up to the date of termination 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. 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 provides 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 7, 2022 is furnished as Exhibit
16.1 to this Current Report on Form 8-K.
Appointment of Independent Registered Public Accounting Firm
On October 5, 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 September 10, 2021 (inception)
through the subsequent interim period on or prior to the appointment of Marcum,
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 and the
related instructions, 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.
16.1 Letter from Friedman LLP regarding the change in the Registrant's
certifying accountant, dated October 7, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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