Item 4. Controls and Procedures
ITEM
4. CONTROLS AND PROCEDURES
Disclosure
Controls and Procedures
As
required by Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of our management,
including our principal executive officer and principal financial officer, 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 report. Our
disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in
reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer
and principal financial officer, as appropriate to allow timely decisions regarding required disclosure, and is recorded, processed,
summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon that evaluation, our principal
executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of the
end of the period covered by this quarterly report, at the reasonable assurance level.
The
material weaknesses identified relate to the fact that we did not design and maintain an effective control environment commensurate with
our financial reporting requirements, including (a) lack of a sufficient number of trained professionals with an appropriate level of
accounting knowledge, training and experience and (b) lack of accounting research on critical accounting policies including business
combinations and specifically the valuation of warrants in calculating the consideration paid during the Business Combination. Management’s
general assessment of the above processes in light of the company’s size, maturity and complexity, as to the design and effectiveness
of the internal controls over financial reporting is that the key controls and procedures in each of these processes provide reasonable
assurance regarding reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles.
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Table of Contents
Changes
in Internal Control over Financial Reporting
There
were no changes in our internal control over financial reporting during the six months ended March 31, 2023, that have materially affected
or are reasonably likely to materially affect, our internal control over financial reporting, including any corrective actions regarding
significant deficiencies and material weaknesses.
Limitations
on Effectiveness of Controls and Procedures
In
designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how
well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. 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
its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
PART
II
OTHER
INFORMATION
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.