Change in Certifying Accountants Form 8 K

Item 4.01 Changes in Registrant's Certifying Accountant.

On July 11, 2024, the NKGen Biotech, Inc., a Delaware corporation ("NKGen" or the "Company") engaged WithumSmith+Brown, PC ("Withum") as the Company's independent registered public accounting firm to audit the Company's consolidated financial statements for the year ending December 31, 2024. The Audit Committee of the Company approved the engagement of Withum. Accordingly, Ernst & Young LLP ("EY"), the Company's previous independent registered public accounting firm, was informed on July 12, 2024, that the Company had signed the engagement with Withum and that EY would be dismissed as the Company's independent registered public accounting firm.

EY's report on the Company's balance sheets as of December 31, 2023 and 2022, the related statements of operations, changes in stockholders' deficit and cash flows for the years ended December 31, 2023 and 2022 and the related notes to the financial statements did not contain any adverse opinion or 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.

During the period from EY's engagement through December 31, 2023 and the subsequent interim period through July 11, 2024, there were no: (i) disagreements with EY on any matter of accounting principles or practices, financial statement disclosures or audited scope or procedures, which disagreements if not resolved to EY's satisfaction would have caused EY to make reference to the subject matter of the disagreement in connection with its report or (ii) reportable events as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act.

During the Company's two most recently completed fiscal years ended December 31, 2023 and 2022 and the subsequent interim period through the date of appointment of Withum, neither the Company or anyone acting on its behalf consulted Withum with respect to either (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 no written report or oral advice was provided to the Company by Withum that Withum 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, as that term is described in Item 304(a)(1)(iv) of Regulation S-K under the Exchange Act and the related instructions to Item 304 of Regulation S-K under the Exchange Act, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act.

The Company has provided EY with a copy of the disclosures made by the Company in response to this Item 4.01 and has requested that EY furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company in response to this Item 4.01 and, if not, stating the respects in which it does not agree. A letter from EY is attached to this Current Report on Form 8-K as Exhibit 16.1.