Item 4. Controls and Procedures
ITEM 4. CONTROLS AND PROCEDURES.
(a) Evaluation of Disclosure Controls and Procedures
Disclosure controls are procedures that are designed
with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report,
is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls
are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the
chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management
evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”),
the effectiveness of our disclosure controls and procedures as of June 30, 2023, pursuant to Rule 13a 15(b) under the Exchange Act. Based
upon that evaluation, our Co-Chief Executive Officers and Chief Financial Officer concluded that, as of June 30, 2023, our disclosure
controls and procedures were not effective due to the restatement related to the classification of redeemable common stock as of July
19, 2021 and management has identified a material weakness in internal controls related to the accounting for complex equity instruments
in connection with our initial public offering. In light of this material weakness, we performed additional analyses as deemed necessary
to ensure that our financial statements were prepared in accordance with the US GAAP. Accordingly, management believes that the financial
statements included in this Amendment present fairly in all material respects our financial position, results of operations and cash flows
for the period presented.
We do not expect that our disclosure controls
and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.
Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits
must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation
of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances
of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
(b) 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) under the Exchange Act) during the fiscal
quarter covered by this report that has materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting. In light of the correction of the material weakness as discussed above, we are enhancing our processes to appropriately
apply applicable accounting requirements to our financial statements. Our plans include providing training to our accounting personnel
and increased communication among our accounting personnel and third-party professionals with whom it consults regarding complex accounting
applications. We believe our efforts will enhance our controls relating to complex and technical accounting matters, but we can offer
no assurance that our controls will not require additional review and modification in the future as industry accounting practices based
on the SEC Statement may evolve over time.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not a party to any material legal proceedings
and no material legal proceedings have been threatened by us or, to the best of our knowledge, against us.
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.