Item 4. Controls and Procedures
Item 4. Controls and Procedures
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 March 31, 2024. 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.
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.
Changes in Internal Control over Financial
Reporting
There was no change in our internal control over
financial reporting that occurred during the three months ended March 31, 2024, 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.
46
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.