What changed in this filing

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Item 4. Controls and Procedures

2024-08-14 compared with 2024-05-15 · 35 added, 42 removed, 9 unchanged (90% of the section changed)

1 unchanged sentence

of Disclosure Controls and Procedures

Graber, who serves as our Chief Executive Officer and Chairman of the Board, Sebastian Lux, who serves as our President and Chief

Operating Officer and Agustin Cabo, who serves as our Chief Financial Officer and Principal Financial Officer (collectively referred

to herein as “Senior Management”), evaluated the effectiveness of our disclosure controls and procedures as of March 31,

The term “disclosure controls and procedures,” as defined in Rule 13a-15(e) under the Exchange Act, means controls

and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports

that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified

in the SEC’s rules and forms.

Senior Management recognizes that any controls and procedures, no matter how well designed and

operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in

evaluating the cost benefit relationship of possible controls and procedures.

Based on its evaluation, Senior Management concluded

as of March 31, 2024 that our disclosure controls and procedures were not effective due to the following material weaknesses in

our internal control over financial reporting:

do not have controls designed to validate the completeness and accuracy of underlying data

used in the determination of accounting transactions.

Accordingly, we believe we have a material

weakness because there is a reasonable possibility that a material misstatement to the interim

or annual consolidated financial statements would not be prevented or detected on a timely

Graber, who serves as our Chief Executive Officer and Chairman of the Board, Sebastian Lux, who serves as our President and Chief Operating

Officer and Agustin Cabo, who serves as our Chief Financial Officer and Principal Financial Officer (collectively referred to herein

as “Senior Management”), evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2024.

“disclosure controls and procedures,” as defined in Rule 13a-15(e) under the Exchange Act, means controls and other procedures

of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits

under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and

Senior Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable

assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of

possible controls and procedures.

Based on its evaluation, Senior Management concluded as of June 30, 2024 that our disclosure controls

and procedures were not effective due to the following material weaknesses in our internal control over financial reporting:

do not have controls designed to validate the completeness and accuracy of underlying data used in the determination of accounting

transactions.

Accordingly, we believe we have a material weakness because there is a reasonable possibility that a material misstatement

to the interim or annual consolidated financial statements would not be prevented or detected on a timely basis.

do not have written documentation of our internal control policies and procedures.

documentation of key internal controls over financial reporting is a requirement of Section

404 of the Sarbanes-Oxley Act of 2002 which is applicable to us.

Management evaluated the

impact of our failure to have written documentation of our internal controls and procedures

on our assessment of our disclosure controls and procedures and has concluded that the control

deficiency that resulted represents a material weakness.

do not have sufficient segregation of duties within accounting functions, which is a basic

internal control.

Due to our size and nature, segregation of all conflicting duties may not

always be possible and may not be economically feasible.

However, to the extent possible,

the initiation of transactions, the custody of assets and the recording of transactions should

be performed by separate individuals.

Management evaluated the impact of our failure to have

segregation of duties on our assessment of our disclosure controls and procedures and has

concluded that the control deficiency that resulted represents a material weakness.

have an inadequate number of personnel with requisite expertise in the key functional areas

of finance and accounting.

do not have a functioning audit committee, resulting in ineffective oversight in the establishment

and monitoring of required internal controls and procedures.

Notwithstanding the identified material weaknesses, Senior Management believes the

consolidated financial statements included in this Quarterly Report on Form 10-Q fairly represent in all material respects our

financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S.

Written documentation of key internal controls

over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act of 2002 which is applicable to us.

evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our

disclosure controls and procedures and has concluded that the control deficiency that resulted represents a material weakness.

do not have sufficient segregation of duties within accounting functions, which is a basic internal control.

Due to our size and

nature, segregation of all conflicting duties may not always be possible and may not be economically feasible.

However, to the extent

possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate

Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls

and procedures and has concluded that the control deficiency that resulted represents a material weakness.

have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.

do not have a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal

controls and procedures.

Notwithstanding

the identified material weaknesses, Senior Management believes the consolidated financial

statements included in this Quarterly Report on Form 10-Q fairly represent in all material

respects our financial condition, results of operations and cash flows at and for the periods

presented in accordance with U.S.

in Internal Controls Over Financial Reporting

were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2024 that have materially

were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2024 that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 4. Controls and Procedures