Item 4. Controls and Procedures
ITEM
4. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our
reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in
the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated
to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Evaluation
of Disclosure Controls and Procedures
As
required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation
of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2023. Based upon their evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15
(e) and 15d-15 (e) under the Exchange Act) were not effective due solely to the material weakness in our internal control over financial
reporting related to the accretion adjustment. As a result, we performed additional analysis as deemed necessary to ensure that our financial
statements were prepared in accordance with US GAAP. Accordingly, management believes that the financial statements included in this
Form 10-Q present fairly, in all material respects, our financial position, result of operations and cash flows for the periods presented.
Management’s
Report on Internal Controls Over Financial Reporting
This
Quarterly Report on Form 10-Q does not include a report of management’s assessment regarding internal control over financial reporting
or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the
SEC for newly public companies.
Changes
in Internal Control over Financial Reporting
There
were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange
Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting, other than as described herein. Management has identified a material weakness in internal controls
related to the accretion adjustment as described above. While we have processes to identify and appropriately apply applicable accounting
requirements, we plan to enhance our system of evaluating and implementing the accounting standards that apply to our financial statements,
including through enhanced analyses by our personnel and third-party professionals with whom we consult regarding complex accounting
applications.
18
PART
II - OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
None.
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