What changed in this filing

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Item 4. Controls and Procedures

2022-11-07 compared with 2022-08-10 · 20 added, 23 removed, 57 unchanged (43% of the section changed)

2 unchanged sentences

We are required to comply with the internal control

requirements of the Sarbanes- Oxley Act for the period ending June 30, 2022 and thereafter.

Only in the event that we are deemed to be

a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company would we be required to comply with

the independent registered public accounting firm attestation requirement on internal control over financial reporting.

Further, for as

long as we remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of certain exemptions from various

reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but

not limited to, not being required to comply with the independent registered public accounting firm attestation requirement.

requirements of the Sarbanes- Oxley Act for the period ending December 31, 2021 and thereafter.

Only in the event that we are deemed to

be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company would we be required to comply

with the independent registered public accounting firm attestation requirement on internal control over financial reporting.

for as long as we remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of certain exemptions from

various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including,

but not limited to, not being required to comply with the independent registered public accounting firm attestation requirement.

Disclosure controls are procedures with the objective

5 unchanged sentences

Management assessed the effectiveness of our internal

control over financial reporting at June 30, 2022.

control over financial reporting at September 30, 2022.

In making these assessments, management used the criteria set forth by the Committee

1 unchanged sentence

Based on that assessment,

management concluded that our disclosure controls and procedures were not effective as of June 30, 2022 due to material weakness in accounting

for complex financial instruments.

management concluded that our disclosure controls and procedures were not effective as of September 30, 2022 due to material weakness

in accounting for complex financial instruments.

See “Changes in Internal Control over Financial Reporting”, below.

In light of this assessment,

we performed additional analyses as deemed necessary to ensure that our audited financial statements were prepared in accordance with

of this assessment, we performed additional analyses as deemed necessary to ensure that our audited financial statements were prepared

in accordance with U.S.

generally accepted accounting principles.

Accordingly, our management believes that the condensed financial statements included in

this report present fairly in all material respects our financial position, results of operations and cash flows for the periods presented.

Accordingly, our management believes that the condensed financial statements

included in this report present fairly in all material respects our financial position, results of operations and cash flows for the periods

We expect to assess the internal controls of our

5 unchanged sentences

target businesses we may consider for our Initial Business Combination may have internal controls that need improvement in areas such

for financial, accounting and external reporting areas, including segregation of duties;

➤ reconciliation

recording of expenses and liabilities in the period to which they relate;

of internal review and approval of accounting transactions;

➤ documentation

of processes, assumptions and conclusions underlying significant estimates;

➤ documentation

of accounting policies and procedures.

staffing for financial, accounting and external reporting areas, including segregation of duties;

reconciliation of accounts;

proper recording of expenses and liabilities in the period to which they relate;

evidence of internal review and approval of accounting transactions;

documentation of processes, assumptions and conclusions underlying significant estimates;

documentation of accounting policies and procedures.

Because it will take time, management involvement

34 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