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 and six months ended June 30, 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.
37
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.