Item
4.01 Changes in Registrant’s Certifying Accountant.
| (a) | Dismissal of Independent Registered Public Accounting Firm |
On June 12, 2023, the Audit
Committee (the “Audit Committee”) of the Board of Directors of FOXO Technologies Inc. (the “Company”) approved
the dismissal of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm. KPMG had served as
the Company’s independent registered public accounting firm since September 20, 2022 through the period ended June 12, 2023, and
as the independent registered public accounting firm of our predecessor, FOXO Technologies Operating Company, since November 8, 2021.
KPMG’s audit reports
on the Company’s consolidated financial statements as of and for the years ended December 31, 2022 and 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 principles,
except as follows: KPMG’s report on the Company’s consolidated financial statements as of and for the years ended December
31, 2022 and 2021, contained a separate paragraph stating that “The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company
has suffered continued negative cash flows and losses from operations that raise substantial doubt about its ability to continue as a
going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements
do not include any adjustments that might result from the outcome of this uncertainty.”
During the two fiscal years
ended December 31, 2022 and 2021 and the subsequent interim period through June 12, 2023: (i) there were no “disagreements”
(as defined in Item 304(a)(1)(iv) of Regulation S-K) with KPMG 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 KPMG, would have caused KPMG to
make reference to the subject matter of such disagreements in connection with its reports on the consolidated financial statements for
such periods and (ii) there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K). KPMG has been
authorized by the Company to respond fully to the inquiries of EisnerAmper LLP, the successor accountant.
The Company provided KPMG
with a copy of this report prior to its filing with the Securities and Exchange Commission (the “SEC”) and requested that
KPMG furnish the Company with a letter addressed to the SEC stating whether KPMG agrees with the statements made by the Company in this
report and, if not, stating the respects, if any, in which KPMG does not agree with such statements. A copy of the letter from KPMG is
filed with this Current Report on Form 8-K as Exhibit 16.1.
| (b) | Engagement of New Independent Registered Public Accounting
Firm |
Effective June 12, 2023, the
Audit Committee approved the appointment of EisnerAmper LLP (“EisnerAmper”) as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2023.
During the Company’s
fiscal years ended December 31, 2022 and 2021, and through June 12, 2023, neither the Company nor anyone acting on its behalf consulted
with EisnerAmper regarding: (i) the application of accounting principles to a 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 EisnerAmper concluded was an important factor considered by the Company in reaching a decision as to
the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement”
within the meaning of Item 304(a)(1)(iv) of Regulation S-K or a “reportable event” within the meaning of Item 304(a)(1)(v)
of Regulation S-K.
