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 Arisz 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 19, 2022. On October 19, 2022, the Company
dismissed Friedman and engaged Marcum to serve as the independent registered
public accounting firm of the Company for the year ending September 30, 2022,
effective immediately. On October 19, 2022, an engagement letter was executed by
Marcum and the Company, effectively immediately. The services previously
provided by Friedman will now be provided by Marcum. The decision to change
accountants was expressly approved by the Chairman of the Company's Audit
Committee.
Friedman's reports on the Company's financial statements from July 21, 2021
(inception) through September 30, 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 that the audit report on the
financial statements of the Company from July 21, 2021 (inception) through
September 30, 2021 contained an uncertainty about the Company's ability to
continue as a going concern.
During the period from July 21, 2021 (inception) through September 30,2021, and
the subsequent interim period through October 19, 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
periods. 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 24, 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 19, 2022, the Company engaged Marcum as the Company's independent
registered public accounting firm for the fiscal year ending September 30, 2022,
effective immediately. During the three months ended December 31, 2021, the
three/six months ended March 31, 2022, the three/nine months ended June 30, 2022
and the interim period through October 19, 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.
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IMPORTANT NOTICES
Important Notice Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain "forward-looking statements"
within the meaning of the Securities Act of 1933 and the Securities Exchange Act
of 1934, both as amended. Statements that are not historical facts, including
statements about the pending transactions described above, and the parties'
perspectives and expectations, are forward-looking statements. Such statements
include, but are not limited to, statements regarding the proposed transaction,
including the anticipated initial enterprise value and post-closing equity
value, the benefits of the proposed transaction, integration plans, expected
synergies and revenue opportunities, anticipated future financial and operating
performance and results, including estimates for growth, the expected management
and governance of the combined company, and the expected timing of the
transactions. The words "expect," "believe," "estimate," "intend," "plan" and
similar expressions indicate forward-looking statements. These forward-looking
statements are not guarantees of future performance and are subject to various
risks and uncertainties, assumptions (including assumptions about general
economic, market, industry and operational factors), known or unknown, which
could cause the actual results to vary materially from those indicated or
anticipated.
Such risks and uncertainties include, but are not limited to: (i) risks related
to the expected timing and likelihood of completion of the pending transaction,
including the risk that the transaction may not close due to one or more closing
conditions to the transaction not being satisfied or waived, such as regulatory
approvals not being obtained, on a timely basis or otherwise, or that a
governmental entity prohibited, delayed or refused to grant approval for the
consummation of the transaction or required certain conditions, limitations or
restrictions in connection with such approvals; (ii) risks related to the
ability of Arisz and the Company to successfully integrate the businesses; (iii)
the occurrence of any event, change or other circumstances that could give rise
to the termination of the applicable transaction agreements; (iv) the risk that
there may be a material adverse change with respect to the financial position,
performance, operations or prospects of the Company or Arisz; (v) risks related
to disruption of management time from ongoing business operations due to the
proposed transaction; (vi) the risk that any announcements relating to the
proposed transaction could have adverse effects on the market price of Arisz's
securities; (vii) the risk that the proposed transaction and its announcement
could have an adverse effect on the ability of the Company to retain customers
and retain and hire key personnel and maintain relationships with their
suppliers and customers and on their operating results and businesses generally;
(viii) the risk that the combined company may be unable to achieve cost-cutting
synergies or it may take longer than expected to achieve those synergies; and
(ix) risks associated with the financing of the proposed transaction. A further
list and description of risks and uncertainties can be found in the Prospectus
dated November 17, 2021 relating Arisz's initial public offering and in the
Registration Statement and proxy statement that will be filed with the SEC by
Arisz and/or its subsidiary in connection with the proposed transactions, and
other documents that the parties may file or furnish with the SEC, which you are
encouraged to read. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results
may vary materially from those indicated or anticipated by such forward-looking
statements. Accordingly, you are cautioned not to place undue reliance on these
forward-looking statements. Forward-looking statements relate only to the date
they were made, and Arisz, the Company and their subsidiaries undertake no
obligation to update forward-looking statements to reflect events or
circumstances after the date they were made except as required by law or
applicable regulation.
Additional Information and Where to Find It
In connection with the transaction described herein, Arisz and and/or its
subsidiary will file relevant materials with the Securities and Exchange
Commission (the "SEC"), including the Registration Statement on Form S-4 or Form
F-4 and a proxy statement (the "Registration Statement"). The proxy statement
and a proxy card will be mailed to stockholders as of a record date to be
established for voting at the stockholders' meeting of Arisz stockholders
relating to the proposed transactions. Stockholders will also be able to obtain
a copy of the Registration Statement and proxy statement without charge from
Arisz. The Registration Statement and proxy statement, once available, may also
be obtained without charge at the SEC's website at www.sec.gov or by writing to
Arisz at 199 Water Street, 31st Floor, New York, NY 10038. INVESTORS AND
SECURITY HOLDERS OF ARISZ ARE URGED TO READ THESE MATERIALS (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN
CONNECTION WITH THE TRANSACTIONS THAT ARISZ WILL FILE WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ARISZ,
THE COMPANY AND THE TRANSACTIONS.
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Participants in Solicitation
Arisz, the Company and certain shareholders of Arisz, and their respective
directors, executive officers and employees and other persons may be deemed to
be participants in the solicitation of proxies from the holders of Arisz common
stock in respect of the proposed transaction. Information about Arisz's
directors and executive officers and their ownership of Arisz common stock is
set forth in the Prospectus dated November 17, 2021 and filed with the SEC.
Other information regarding the interests of the participants in the proxy
solicitation will be included in the proxy statement pertaining to the proposed
transaction when it becomes available. These documents can be obtained free of
charge from the sources indicated above.
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or in respect of
the transactions described above and shall not constitute an offer to sell or a
solicitation of an offer to buy the securities of Arisz or the Company, nor
shall there be any sale of any such securities in any state or jurisdiction in
which such offer, solicitation, or sale would be unlawful prior to registration
or qualification under the securities laws of such state or jurisdiction. No
offering of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended, or an
exemption therefrom.
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 25, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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