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.
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.
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.