What changed in this filing

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Item 4. Controls and Procedures

2022-11-14 compared with 2022-05-16 · 32 added, 34 removed, 34 unchanged (66% of the section changed)

CONTROLS AND PROCEDURES

of Disclosure Controls and Procedures

management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure

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

Report on Form 10-Q, and have concluded that, based on such evaluation, our disclosure controls and procedures were not effective due

to the material weakness in our internal control over financial reporting as of March 31, 2022 as described below.

of Disclosure and Control Procedures

management, with the participation of our Principal Executive Officer and Principal Financial and Accounting Officer, evaluated the effectiveness

of the design and operations 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 Report on Form 10-Q, and have concluded that, based on such evaluation, our

disclosure controls and procedures were not effective due to the material weaknesses in our internal control over financial reporting as

of September 30, 2022 as described below.

material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is

a reasonable possibility that a material misstatement of a company’s annual or interim consolidated financial statements will not

be prevented or detected on a timely basis.

Notwithstanding

the conclusion that our disclosure controls and procedures were not effective as of the end of the period covered by this report, we

believe that our unaudited condensed consolidated financial statements and other information contained in this Quarterly Report on Form

10-Q present fairly, in all material respects, our business, financial condition and results of operations for the interim periods presented.

Company completed the IPO in December 2020.

Prior to the IPO, the Company was a private corporation with limited accounting personnel

and other supervisory resources necessary to adequately execute its accounting processes and address its internal controls over financial

reporting requirements.

As a result, previously existing internal controls are no longer sufficient, and the Company is in the process

of updating these controls.

The design and implementation of internal control over financial reporting for the Company’s post-IPO

has required and will continue to require significant time and resources from management and other personnel.

part of this updating process, our management identified a material weakness in its internal control over financial reporting.

weakness is a deficiency, or combination of deficiencies, 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

The material weakness identified relates to the fact that the Company has not yet designed and maintained an effective control

environment commensurate with its financial reporting requirements, including a) has not yet completed the formally documented policies

and procedures with respect to the review, supervision and monitoring of the Company’s accounting and reporting functions, b) lack

of evidence to support the performance of controls and the adequacy of review procedures, including the completeness and accuracy of

information used in the performance of controls and c) we currently have limited accounting personnel and other supervisory resources

necessary to adequately execute the Company’s accounting processes and address its internal controls over financial reporting requirements.

is committed to continuing with the steps necessary to remediate the control deficiencies that constituted the above material weakness.

believe that our unaudited condensed financial statements and other information contained in this Quarterly Report on Form 10-Q present

fairly, in all material respects, our business, financial condition and results of operations for the interim periods presented.

a result of the assessment, management concluded that the Company’s internal control over financial reporting was ineffective as

of the evaluation date due to the following material weaknesses in control environment, risk assessment, control activities, information

and communication and monitoring.

The material weaknesses identified relate to the

fact that the Company has not yet designed and maintained an effective control environment commensurate with its financial reporting

requirements, including a) has not yet completed the formally documented policies and procedures with respect to the review, supervision

and monitoring of the Company’s accounting and reporting functions, b) lack of evidence to support the performance of controls

and the adequacy of review procedures, including the completeness and accuracy of information used in the performance of controls and

c) as an emerging growth company we currently have limited accounting personnel and other supervisory resources necessary to adequately

execute the Company’s accounting processes and address its internal controls over financial reporting.

is committed to continuing with the steps necessary to remediate the control deficiencies that constituted the above material weaknesses.

Since the IPO, we made the following enhancements to our control environment:

4 unchanged sentences

significant accounts and transactions, and our financial statement disclosures;

plan to engage independent experts when complex transactions are entered;

plan to recruit additional financial reporting and accounting personnel with adequate knowledge of US GAAP and SEC rules;

are in the process of engaging outside consultants to assist us in our evaluation of the design, implementation, and documentation

1 unchanged sentence

(including completeness and accuracy procedures).

the direction of the audit committee of the board of directors, management will continue to take measures to further remediate the material

As such, we will continue to enhance corporate oversight over process-level controls and structures to ensure that there is

appropriate assignment of authority, responsibility, and accountability to enable remediation of our material weakness.

We believe that

our remediation plan will be sufficient to remediate the identified material weakness and strengthen our internal control over financial

the direction of the audit committee of our board of directors, management will continue to take measures to remediate the material weakness

in the fiscal year 2023.

As such, we will continue to enhance corporate oversight over process-level controls and structures to ensure

that there is appropriate assignment of authority, responsibility, and accountability to enable remediation of our material weakness.

we continue to evaluate, and work to improve, our internal control over financial reporting, management may determine that additional

measures to address control deficiencies or modifications to the remediation plan are necessary.

in Internal Control Over Financial Reporting

than the ongoing remediation effort, described above, there have been no changes to the Company’s internal controls over financial

reporting (as defined in Rules 13a-15(f) and 15d 15(f) under the Exchange Act) during the most recent fiscal quarter that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitation on the Effectiveness of Internal Controls

13 unchanged sentences

for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial

in Internal Controls over Financial Reporting

than in connection with the remediation plan described above, there have been no changes to the Company’s internal controls over

financial reporting (as defined in Rules 13a-15(f) and 15d 15(f) under the Exchange Act) during the most recent fiscal quarter that have

materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

4 unchanged sentences

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