Item 4.01. Change in Registrant's Certifying Accountant.
Dismissal of Independent Registered Public Accounting Firm
On January 19, 2022, Mana Capital Acquisition Corp. (the "Company") notified
Marcum Bernstein Pinchuk, LLP (the "Former Auditor") of its dismissal, effective
as of the same day, as the Company's independent registered public accounting
firm. The Former Auditor served as the auditors of the Company's financial
statements for the period from May 19, 2021 (inception) through November 26,
2021.
The reports of the Former Auditor on the Company's financial statements for the
period from May 19, 2021 (inception) to June 30, 2021 and the Company's balance
sheet as of November 26, 2021, did not contain any adverse opinion or a
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principle, except that there was an explanatory
paragraph describing conditions that raised substantial doubt about the
Company's ability to continue as a going concern in their audit opinion dated
November 10, 2021. The substantial doubt about the Company's ability to
continue as a going concern was resolved by the audited November 26, 2021
balance sheet. The decision to change the independent public accounting firm was
approved by the audit committee of the Company's board of directors (the "Audit
Committee").
During the period from May 19, 2021 (inception), through January 19, 2022, the
period during which the Former Auditor was engaged as the Company's independent
registered public accounting firm, there were no disagreements 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 to the subject matter of the disagreements as defined in Item
304(a)(1)(iv) of Regulation S-K in connection with any reports it would have
issued, and there were no "reportable events" as such term is described in Item
304(a)(1)(v) of Regulation S-K.
The Company has provided the Former Auditor with a copy of the foregoing
disclosure and requested that the Former Auditor furnish the Company with a
letter addressed to the Securities and Exchange Commission (the "SEC") stating
whether or not it agrees with such disclosure. A copy of the letter from the
Former Auditor addressed to the SEC, dated as of January 25, 2022 is filed as
Exhibit 16.1 to this current report on Form 8-K.
New Independent Registered Public Accounting Firm
On January 19, 2022, the Company engaged MaloneBailey, LLP ("MaloneBailey") as
the Company's independent public accounting firm, effective January 19, 2022 in
order to audit, and express an opinion of the consolidated financial statements
of the Company for the year ending December 31, 2021. The engagement of
MaloneBailey was authorized by the Audit Committee.
From May 19, 2021, through January 19, 2022, the period during which the Former
Auditor was engaged as the Company's independent registered public accounting
firm, the Company did not consult with MaloneBailey regarding (1) the
application of accounting principles to a specified transaction, (2) the type of
audit opinion that might be rendered on the Company's financial statements, (3)
written or oral advice provided that would be an important factor considered by
the Company in reaching a decision as to an accounting, auditing or financial
reporting issue, or (4) any matter that was the subject of a disagreement
between the Company and its predecessor auditor as described in Item
304(a)(1)(iv) or a reportable event as described in Item 304(a)(1)(v) of
Regulation S-K.
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