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 Plutonian
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 December 16, 2022. On December 16, 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 (the “Audit Report”) for the period from January 1, 2022 through
March 31, 2022 and March 11, 2021 (inception) through December 31, 2021 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 fiscal year ended December 31, 2021, and the subsequent interim period through December 16, 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 years. 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 December 22, 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 December
16, 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 fiscal year ended December 31, 2021 and through December 16, 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 consolidated 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.