Item 4. Controls and Procedures
Item 4. 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, 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 carried out an evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures as of September 30, 2023. Based upon their evaluation, our Chief Executive
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
Company’s accounting for complex financial instruments and review procedures around key reconciliations including accruals and payables. As a result, we performed additional analysis as deemed necessary to
ensure that our financial statements were prepared in accordance with GAAP. Accordingly, management believes that the financial
statements included in this Quarterly Report present fairly in all material respects our financial position, results of operations
and cash flows for the period presented.
Management has identified a material
weakness in internal controls related to the accounting for complex financial instruments and review procedures around key reconciliations including accruals and payables. While we have processes to identify and
appropriately apply applicable accounting requirements, we plan to continue 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. The elements of our remediation plan can only be
accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.
Changes in Internal Control over
Financial Reporting
There was no change in our internal
control over financial reporting that occurred during the three and nine months ended September 30, 2023, covered by this Quarterly
Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
28
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may be subject
to legal proceedings and claims that arise in the search for a potential target business. We are not currently aware of any such proceedings
or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition
or results of operations.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.