What changed in this filing

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Item 4. Controls and Procedures

2023-05-16 compared with 2022-11-07 · 65 added, 70 removed, 7 unchanged (95% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

We are required to comply with the internal control

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

of ensuring that information required to be disclosed in our reports under the Exchange Act, such as this report, is recorded, processed,

summarized and reported within the time period specified in the SEC’s rules and forms.

Disclosure controls are designed with the

objective of ensuring that 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.

Management assessed the effectiveness of our internal

control over financial reporting at September 30, 2022.

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

of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

Based on that assessment,

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.

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

in accordance with U.S.

We are required to comply with the internal control 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.

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.

Disclosure controls are procedures with the objective of ensuring that

information required to be disclosed in our reports under the Exchange Act, such as this report, is recorded, processed, summarized and

reported within the time period specified in the SEC’s rules and forms.

Disclosure controls are designed with the objective of ensuring

that 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.

We previously identified a material weakness in 2021 related to our

control around the interpretation and accounting for certain complex financial instruments that was not effectively designed or maintained.

In light 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

Accordingly, our management believes that the 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

target business or businesses prior to the completion of our Initial Business Combination and, if necessary, to implement and test additional

controls as we may determine are necessary in order to state that we maintain an effective system of internal controls.

A target business

may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of internal controls.

Many small and mid-sized

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

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

and perhaps outside resources to determine what internal control improvements are necessary for us to meet regulatory requirements and

market expectations for our operation of a target business, we may incur significant expenses in meeting our public reporting responsibilities,

particularly in the areas of designing, enhancing, or remediating internal and disclosure controls.

Doing so effectively may also take

longer than we expect, thus increasing our exposure to financial fraud or erroneous financing reporting.

We expect to assess the internal controls of our target business or businesses prior to the completion of our initial Business

Combination and, if necessary, to implement and test additional controls as we may determine are necessary in order to state that we maintain

an effective system of internal controls.

A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding

the adequacy of internal controls.

Many small and mid-sized target businesses we may consider for our initial Business Combination may

have internal controls that need improvement in areas such as:

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.

Management assessed the effectiveness of our internal control over

financial reporting on March 31, 2023.

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

Organizations of the Treadway Commission (“COSO”) in Internal Control — Integrated Framework (2013).

Based on that assessment, management

concluded that our disclosure controls and procedures were effective.

Accordingly, our management believes that the financial statements

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

This report does not include an attestation report of internal controls

from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Because it will take time, management involvement and perhaps outside

resources to determine what internal control improvements are necessary for us to meet regulatory requirements and market expectations

for our operation of a target business, we may incur significant expenses in meeting our public reporting responsibilities, particularly

in the areas of designing, enhancing, or remediating internal and disclosure controls.

Doing so effectively may also take longer than

we expect, thus increasing our exposure to financial fraud or erroneous financing reporting.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control

over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of 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.

Our internal control over financial reporting

did not result in the proper classification of our warrants.

At issuance on January 14, 2021, our warrants were accounted for as equity

within our balance sheet.

On April 12, 2021, the SEC Staff issued the SEC Staff Statement in which the SEC Staff expressed its view that

certain terms and conditions common to a special purpose acquisition company (“SPAC”) warrants may require the warrants to

be classified as liabilities on the SPAC’s balance sheet as opposed to equity.

After discussion and evaluation, taking into consideration

the SEC Staff Statement, we have concluded that our warrants should be presented as liabilities with subsequent fair value remeasurement

as previously restated.

In addition, our management has concluded that our internal control over financial reporting did not result in

the proper classification of all of our public shares as temporary equity.

The reclassification of all of our public shares as temporary

equity resulted in changes to the Company’s net income (loss) per share calculations that have previously been restated.

In light of this material weakness, we have enhanced

our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of

the complex accounting standards that apply to our condensed financial statements, including by making greater use of third-party professionals

with whom we consult regarding complex accounting applications.

The elements of our remediation plan can only be accomplished over time,

and we can offer no assurance that these initiatives will ultimately have their intended effects.

We believe our efforts will enhance

our controls relating to accounting for complex financial transactions, but we can offer no assurance that our controls will not require

additional review and modification in the future, in particular as industry accounting practice evolves over time.

There were no changes in our internal control over financial reporting

(as such term is defined in Rules 13a-15(f) and 15d-15(f) of 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.

We do not expect that our disclosure controls and procedures will prevent

all errors and all instances of fraud.

Disclosure controls and procedures, no matter how well conceived and operated, can provide only

reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Further, the design of disclosure

controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their

Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures

can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any.

The design of disclosure

controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance

that any design will succeed in achieving its stated goals under all potential future conditions.

PART II — OTHER INFORMATION

1 unchanged sentence

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