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Item 4. Controls and Procedures

2023-05-15 compared with 2022-11-17 · 21 added, 81 removed, 13 unchanged (89% of the section changed)

7 unchanged sentences

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 March 22, 2022, pursuant to Rule 13a-15(b) under the Exchange Act.

upon that evaluation, our Certifying Officers concluded that, our disclosure controls and procedures were not effective.

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.

Our internal control over financial reporting

did not result in the proper classification of our warrants.

Since their issuance on May 16, 2019, our warrants have been accounted for

as derivative liabilities within our consolidated balance sheet.

We evaluated the warrants under Accounting Standards Codification (“ASC”)

Subtopic 815-40, Contracts in Entity’s Own Equity.

ASC Section 815-40-15 addresses equity versus liability treatment and classification

of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only

if, among other things, the warrant is indexed to the issuer’s ordinary shares.

Under ASC Section 815-40-15, a warrant is not indexed

to the issuer’s ordinary shares if the terms of the warrant require an adjustment to the exercise price upon a specified event and

that event is not an input to the fair value of the warrant.

As a result, the Public Warrants shall be classified as equity.

After discussion

and evaluation with our independent auditors, we have concluded that our Public Warrants should be presented as component of equity.

In addition, the Company concluded it should restate

its financial statements to classify all ordinary shares subject to possible redemption in temporary equity.

In accordance with the SEC

and its staff’s guidance on redeemable equity instruments, ASC Topic 480, Distinguishing Liabilities from Equity (ASC 480),

paragraph 10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to

be classified outside of permanent equity.

The Company had previously classified a portion of its ordinary shares in permanent equity.

Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem

its public shares in an amount that would cause its net tangible assets to be less than $5,000,001.

The Company considered that the threshold

would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside equity.

the Company restated its previously filed financial statements to classify all ordinary shares as temporary equity and to recognize accretion

from the initial book value to redemption value at the time of its IPO and in accordance with ASC 480.

The change in the carrying value

of redeemable shares of ordinary shares resulted in charges against additional paid-in capital and accumulated deficit.

As a result, management identified these material

weaknesses in our internal control over financial reporting related to the accounting for warrants and ordinary shares subject to possible

To remediate these material weaknesses, we developed

a remediation plan with assistance from our accounting advisors and have dedicated significant resources and efforts to the remediation

and improvement of our internal control over financial reporting.

While we have processes to identify and appropriately apply applicable

accounting requirements, we plan to enhance our system of evaluating and implementing the complex accounting standards that apply to our

financial statements.

Our plans at this time include providing enhanced access to accounting literature, research materials and documents

and increased communication among 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.

For a discussion of management’s consideration of the material weakness identified related to our accounting

for a significant and unusual transaction related to the warrants we issued in connection with our initial public offering.

Our management, with the participation and supervision

of our Chief Executive Officer and our Chief Financial Officer, have evaluated our disclosure controls and procedures (as defined in

Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of

the period covered by this Quarterly Report on Form 10-Q.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer

have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures

are effective to provide reasonable assurance that information

we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported

within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management,

including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial

2 unchanged sentences

affect, our internal control over financial reporting.

In light of the revision of our financial statements, we plan to enhance our processes

to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting

standards that apply to our financial statements.

Our plans at this time include providing enhanced access to accounting literature, research

materials and documents and increased communication among 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.

The Company performed additional analysis and

procedures with respect to accounts impacted by the material weakness in order to conclude that its unaudited condensed consolidated financial

statements in this Form 10-Q as of and for the fiscal quarter ended September 30, 2022, are fairly presented, in all material respects,

in accordance with GAAP.

Limitations on Effectiveness of Controls and

The effectiveness of any system of internal control

over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing,

operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely.

Accordingly, any system

of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable,

not absolute assurances.

In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls

may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but there can be no

assurance that such improvements will be sufficient to provide us with effective internal control over financial reporting.

PART II - OTHER INFORMATION

LEGAL PROCEEDINGS.

RISK FACTORS.

As smaller reporting company we are not required

to make disclosures under this Item.

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