What changed in this filing

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Item 4. Controls and Procedures

2023-11-20 compared with 2023-08-01 · 59 added, 45 removed, 3 unchanged (97% of the section changed)

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.

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.

Evaluation of Disclosure 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

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 and Chief Financial 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 and Chief Financial 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 and Chief Financial 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.

Management’s Controls Over Financial

Our disclosure controls and

procedures are designed to ensure that the information we are required to disclose in reports that we file or submit under the Securities

Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized, and reported within the time periods

specified in Securities and Exchange Commission (“SEC”) rules and forms, and that such information is accumulated and communicated

to our management to allow timely decisions regarding required disclosure.

Our management, with the participation

and supervision of our Chief Executive Officer and our Chief Financial Officer, have evaluated the effectiveness of our disclosure controls

and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of such date, our disclosure

controls and procedures were not, in design and operation, effective as of September 30, 2023 at a reasonable assurance level due to the

material weaknesses and significant deficiency in internal control over financial reporting described below:

Material Weakness

did not have qualified full-time personnel with appropriate levels of accounting knowledge and experience to address complex U.S.

accounting issues and to prepare and review financial statements and related disclosures under U.S.

did not have comprehensive written control policies in place;

we did not have an internal audit function or IT function to ensure the

internal controls are properly designed and implemented.

lacked evidence of certain review and approval procedures performed.

material weakness is a deficiency, or a combination of deficiencies, within the meaning of Public Company Accounting Oversight Board

Auditing Standard AS 2201, in internal control over financial reporting, such that there is a reasonable possibility that a material

misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Following the identification

of the material weaknesses, we plan to take remedial measures including:

● hiring qualified accounting personnel with relevant U.S.

GAAP and SEC reporting experience

and qualifications to strengthen the financial reporting function and to set up a financial

and system control framework;

● implementing

regular and continuous U.S.

GAAP accounting and financial reporting training programs for

our accounting and financial reporting personnel;

● establishing

internal audit function by engaging an external consulting firm to assist us with assessment

of Sarbanes-Oxley Act of 2002 compliance requirements and improvement of overall internal

● strengthening

corporate governance.

We believe, however, that a controls system, no

matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls systems are met, and no evaluation

of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, within a company have been

Changes in Internal Control over Financial

During the quarter ended

September 30, 2023 we completed the Merger and the internal controls of Estrella Biopharma, Inc.

became our internal controls.

PART II - OTHER INFORMATION

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.

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