Change in Certifying Accountants - Form 8-K

Item 4.01 Change in Registrant's Certifying Accountant.

On April 29, 2024, the Audit Committee of the Board of Directors of the Company approved, on behalf of the Company, the engagement of Frazier & Deeter, LLC ("Frazier & Deeter") as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. Frazier & Deeter served as the auditor of Serina prior to the Merger.

Accordingly, WithumSmith+Brown, PC ("Withum"), the Company's independent registered public accounting firm prior to the Merger, was informed that it would be dismissed and replaced by Frazier & Deeter.

The reports of Withum on the Company's financial statements for each of the two fiscal years ended December 31, 2023 and 2022 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except for the substantial doubt about the Company's ability to continue as a going concern.

In connection with the audits of the Company's financial statements for each of the two fiscal years ended December 31, 2023 and 2022 and the subsequent interim period ended March 31, 2024, there were no "disagreements" (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) between the Company and Withum on any matters of accounting principles or practices, financial statement disclosure or auditing scope and procedures which, if not resolved to the satisfaction of Withum, would have caused Withum to make reference to the subject matter of the disagreement in their reports.

During the years ended December 31, 2023 and 2022 and the subsequent interim period ended March 31, 2024, neither the Company nor anyone on its behalf consulted with Frazier & Deeter regarding either (i) the application of accounting principles to a specific transaction, 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 Frazier & Deeter 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 described in Item 304(a)(1)(v) of Regulation S-K).

The Company provided Withum with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that Withum furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements contained herein and, if not, stating the respects in which it does not agree. A copy of Withum's letter, dated May 3, 2024, is filed as Exhibit 16.1 to this Current Report on Form 8-K.