4 unchanged sentences
In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply is judgement in evaluating the benefits of possible controls and procedures relative to their costs.
−Removed: Based on management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2021, due to the weakness in internal control over financial reporting described below, our disclosure controls and procedures are not designed at a reasonable assurance level or 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.
−Removed: As discussed below, we plan on increasing the size of our accounting staff at the appropriate time for our business and its size to ameliorate the concern that the Company does not effectively segregate certain accounting duties, which we believe would resolve the material weakness in internal control over financial reporting and similarly improve disclosure controls and procedures, but there can be no assurances as to the timing of any such action or that the Company will be able to do so.
+Added: Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended June 30, 2022, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.
+Added: Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Changes in Internal Control over Financial Reporting
5 unchanged sentences
generally accepted accounting principles.
−Removed: As of December 31, 2021, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934 and based on the criteria for effective internal control described Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission..
−Removed: Based on this evaluation, management concluded that our internal controls over financial reporting were not effective for the purposes for which it is intended.
−Removed: Specifically, managements determination was based on the following material weakness which existed as of December 31, 2021:
−Removed: Due to the Company’s insufficient number of staff performing technical accounting and reporting, there was a lack of implementation of accounting treatment for complex financial instruments, resulting in the need for adjustments.
−Removed: A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.
−Removed: Notwithstanding the determination that our internal control over financial reporting was not effective, as of December 31, 2021, and that there was a material weakness as identified in this Annual Report, we believe that our consolidated financial statements contained in this Annual Report fairly present our financial position, results of operations and cash flows for the years covered hereby in all material respects.
The management, including its Principal Executive Officer and Principal Financial Officer, does not expect that its disclosure controls and procedures, or its internal controls over financial reporting will prevent all error and all fraud.
206 unchanged sentences
all individuals serving as our principal executive officer or acting in a similar capacity during the year ended December 31, 2022;
−Removed: our two most highly compensated named executive officers at December 31, 2021 whose annual compensation exceeded $100,000;
up to two additional individuals for whom disclosure would have been made in this table but for the fact that the individual was not serving as a named executive officer of our company at December 31, 2022.
32 unchanged sentences
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers could, but were not obligated to, loan the Company funds as may be required, of which up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant (“Working Capital Loans”).
−Removed: During the year ended December 31, 2021, $760,000 has been advanced and repaid and as of March 31, 2021, $0 is outstanding.
+Added: During the year ended December 31, 2022, no amount was advanced and as of December 31, 2022, $0 is outstanding.
The advance bears no interest rate.
2 unchanged sentences
The Company agreed to pay the Sponsor $10,000 per month for these services.
−Removed: As of December 31, 2021, $90,000 has been paid under this agreement.
+Added: As of December 31, 2022 $120,000 is accrued and owed under this agreement.
Promissory Note — Related Party
1 unchanged sentence
This loan was non-interest bearing and payable in full on or before March 22, 2022 or could be converted into equity on March 22, 2022.
−Removed: During the nine-month period ended, $491,281 has been advanced and $1,496,281 has been repaid and as of December 31, 2021, $0 is due to the Sponsor.
+Added: as of As of December 31, 2022 and 2021, $239,825 and $0 is due to the Sponsor respectively.
Director Independence
5 unchanged sentences
5041 ), services as the Company’s independent registered public accounting firm.
−Removed: The following is a summary of fees paid or to be paid to Marcum LLP, or Marcum, and B.F.
+Added: The following is a summary of fees paid or to be paid to B.F.
Borgers CPA, PC, or B.F.
−Removed: Borgers, for services rendered for the period from January 20, 2021 (inception) through December 31, 2021.
+Added: Borgers, for services rendered for the period from January 1, 2022 through December 31, 2022.
Audit-Related Fees
72 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.