1 unchanged sentence
of Disclosure Controls and Procedures
−Removed: of March 31, 2023, the Company’s chief executive officer and chief financial officer, conducted an evaluation (the “Evaluation”)
+Added: of June 30, 2023, the Company’s chief executive officer and chief financial officer, conducted an evaluation (the “Evaluation”)
regarding the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under
2 unchanged sentences
chief financial officer concluded that, and pursuant to the Committee of Sponsoring Organizations of the Treadway Commission in Internal
−Removed: Control-Integrated Framework (2013), the Company’s disclosure controls and procedures were not effective as of the end of March
−Removed: Company’s disclosure controls and procedures were determined to be not effective as of the end of March 31, 2023, as the assets
+Added: Control-Integrated Framework (2013), the Company’s disclosure controls and procedures were not effective as of the end of June
+Added: Company’s disclosure controls and procedures were determined to be not effective as of the end of June 30, 2023, as the assets
of the acquired businesses, Gix Media and Cortex, which were excluded from management’s assessment of internal control over financial
−Removed: reporting, constitute substantially all the Company’s assets as of March 31, 2023.
+Added: reporting, constitute substantially all the Company’s assets as of June 30, 2023.
guidance from the SEC staff provides that if a registrant consummates a material purchase business combination during its fiscal year
3 unchanged sentences
previously described in our financial statements for the fiscal year ended December 31, 2022, as the Reorganization Transaction was consummated
−Removed: on September 19, 2022, Gix Media, and its subsidiary Cortex, are determined each to be an acquired business for financial reporting purposes.
−Removed: In accordance with the SEC staff guidance, our management excluded Gix Media and Cortex, which represents the acquired business, from
−Removed: management’s report on internal control over financial reporting as of March 31, 2023.
+Added: on September 19, 2022, Gix Media, and its subsidiary Cortex, are each determined to be an acquired business for financial reporting purposes.
+Added: In accordance with the SEC staff guidance, our management excluded Gix Media and Cortex, which each represent an acquired business, from
+Added: management’s report on internal control over financial reporting as of June 30, 2023.
financial statements of each of Gix Media and Cortex reflect total assets constituting approximately 99% of the assets of the Company
−Removed: according to the related consolidated financial statements of the Company as of March 31, 2023.
+Added: according to the related consolidated financial statements of the Company as of June 30, 2023.
Because the assets of Gix Media and Cortex
have been excluded from management’s assessment of internal control over financial reporting, and such assets constitute substantially
−Removed: all of the Company’s assets as of March 31, 2023, the Company’s management concluded that, pursuant to the Committee of Sponsoring
+Added: all of the Company’s assets as of June 30, 2023, the Company’s management concluded that, pursuant to the Committee of Sponsoring
Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013), the disclosure controls and procedures were
−Removed: not effective as of the end of March 31, 2023.
+Added: not effective as of the end of June 30, 2023.
in Internal Control Over Financial Reporting
were no changes in our internal control over financial reporting or in other factors identified in connection with the evaluation required
−Removed: by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the quarter ended March 31, 2023, that have materially affected,
+Added: by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the quarter ended June 30, 2023, that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.
Remediation Plan
−Removed: During the quarter ended March 31, 2023, our management began implementing
−Removed: a compliance project designed to assist the Company with effectively complying with the rules contemplated under the Sarbanes-Oxley Act
−Removed: While we believe these measures will strengthen our internal control over financial reporting, we are required to implement and
−Removed: enhance controls underlying the financial information of Gix Media and Cortex as well as have these controls operate and perform for a
−Removed: sufficient period to demonstrate that the Company’s disclosure controls and procedures are effective.
−Removed: We are committed to continuing
−Removed: to improve our internal control processes and will continue to diligently review our financial reporting controls and procedures.
+Added: the quarter ended June 30, 2023, our management continued to implement a compliance project designed to assist the Company with effectively
+Added: complying with the rules contemplated under the Sarbanes-Oxley Act of 2002.
+Added: While we believe these measures will strengthen our internal
+Added: control over financial reporting, we are required to implement and enhance controls underlying the financial information of Gix Media
+Added: and Cortex as well as have these controls operate and perform for a sufficient period to demonstrate that the Company’s disclosure
+Added: controls and procedures are effective.
+Added: We are committed to continuing to improve our internal control processes and will continue to
+Added: diligently review our financial reporting controls and procedures.
II - OTHER INFORMATION
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.