What changed in this filing

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Item 4. Controls and Procedures

2023-11-14 compared with 2023-08-14 · 63 added, 72 removed, 44 unchanged (75% of the section changed)

9 unchanged sentences

Based upon their evaluation, our Chief Executive

Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2023 due

to the material weaknesses described below.

Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2023

due to the material weaknesses described below.

In light of these material weaknesses, we performed additional analysis as deemed necessary

23 unchanged sentences

Based upon their evaluation, our Chief Executive

Officer and Chief Financial Officer concluded that, due to the below-mentioned material weaknesses, the Company’s disclosure

controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of June 30, 2023.

Officer and Chief Financial Officer concluded that, due to the below-mentioned material weaknesses, the Company’s disclosure controls

and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of September 30, 2023.

material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a

1 unchanged sentence

or detected on a timely basis.

Prior to June 30, 2023, the Company has the following material weakness outstanding which we consider

remediated as of and during the six-month ended June 30, 2023:

Going Concern:

of September 30, 2022, the Company had failed to document an analysis to identify the substantial doubt about the ability to continue

as a going concern;

Prior to September 30, 2023, the Company has the following material weakness outstanding which we consider

remediated as of and during the nine-month ended September 30, 2023:

As of September 30, 2022, the Company had failed to document an analysis to identify the substantial doubt about the

ability to continue as a going concern;

evaluate whether the substantial doubt was alleviated by management’s plans;

and disclose the going concern

in the September 30, 2022 10-Q.

To remediate this material weakness, the Company implemented a quarterly process with enhanced management

review controls to perform and review a going concern analysis and the adequacy of disclosures within the consolidated financial statements,

as applicable based on the results.

The Company proceeded to collectively perform these tasks during the fourth quarter of 2022 and first

quarter of 2023 by continuing to retain a CPA firm (onboarded during the latter part of the third quarter of 2022) to assist with the

preparation of the analysis pursuant to the Company’s ability to continue as a going concern and prepare applicable disclosures.

The analysis and disclosures are then assessed by senior management of the Company performing review of the documentation and disclosures.

the going concern in the September 30, 2022 10-Q.

To remediate this material weakness, the Company implemented a quarterly process with

enhanced management review controls to perform and review a going concern analysis and the adequacy of disclosures within the consolidated

financial statements, as applicable based on the results.

The Company proceeded to collectively perform these tasks during the fourth

quarter of 2022 and first quarter of 2023 by continuing to retain a CPA firm (onboarded during the latter part of the third quarter of

2022) to assist with the preparation of the analysis pursuant to the Company’s ability to continue as a going concern and prepare

applicable disclosures.

The analysis and disclosures are then assessed by senior management of the Company performing review of the documentation

and disclosures.

As such, the Company has remediated this material weakness as of March 31, 2023.

Deferred Tax Asset:

The Company failed

to update the deferred tax calculation as of September 30, 2022 using actual amounts from the business combination due to ineffective

management review controls over the income tax provision.

To remediate this material weakness, the Company implemented a quarterly control

to calculate and review the Deferred Tax Asset, evaluate the necessity for any valuation allowance, and reconcile it to the general ledger.

The Company proceeded to collectively perform these tasks during the fourth quarter of 2022 and first quarter of 2023 by retaining a CPA

firm in the United States to assist in the preparation of the tax provision and tax compliance work along with management’s independent

review of the quarterly income tax provision and valuation of the Deferred Tax Asset.

The analysis and disclosures are then assessed by

senior management of the Company performing a review of the documentation and disclosures.

As such, the Company has remediated this material

weakness as of June 30, 2023.

We consider the following material weaknesses to be

outstanding as of June 30, 2023:

Revenue Recognition :

During fiscal year

2022, the Company’s revenue was primarily earned through certain related party contracts with PCCU that define contractually the

revenue earned by the Company from PCCU for account servicing.

The Company has identified a material weakness in our internal control

over financial reporting related to the need to enhance the design and operating effectiveness of internal controls over the review of

revenue recognition from allocations that occurs on a monthly basis between the Company and PCCU.

To remediate this material weakness, the Company has

implemented a monthly process with enhanced management review controls to perform and review revenue recognition.

The analysis and disclosures

are assessed by senior management of the Company performing review of the documentation and disclosures.

Complex Financial Instruments:

fiscal year 2022 and the three months ending June 30, 2023, the Company had a material weakness with regard to the ineffectiveness in

management review controls of the accounting and valuation of complex financial instruments (warrants, Forward Purchase Agreement, and

stock-based compensation).

To remediate this material weakness, the Company has

implemented a quarterly process with enhanced management review controls to perform and review complex financial instruments.

and disclosures are assessed by senior management of the Company performing review of the documentation and disclosures.

Credit Losses:

During the three months

ending March 31, 2023, the Company identified a material weakness with regard to the initial implementation of CECL.

This included initially

not having supporting documentation of the model aligning to the calculations recorded, and incorrectly applying the modified retrospective

adoption through the Condensed Unaudited Consolidated Statements of Operations only, as opposed to the Condensed Unaudited Consolidated

Statements of Parent-Entity Net Investment and Stockholders’ Equity on January 1, 2023.

To remediate this material weakness, the Company enhanced

the allowance model documentation prior to the June 30, 2023, 10-Q filing, and has implemented a quarterly process with enhanced management

review controls to perform and review CECL.

The Company failed to update the deferred tax calculation as of September 30, 2022 using actual amounts from the business

combination due to ineffective management review controls over the income tax provision.

To remediate this material weakness, the Company

implemented a quarterly control to calculate and review the Deferred Tax Asset, evaluate the necessity for any valuation allowance, and

reconcile it to the general ledger.

The Company proceeded to collectively perform these tasks during the fourth quarter of 2022 and first

quarter of 2023 by retaining a CPA firm in the United States to assist in the preparation of the tax provision and tax compliance work

along with management’s independent review of the quarterly income tax provision and valuation of the Deferred Tax Asset.

and disclosures are then assessed by senior management of the Company performing a review of the documentation and disclosures.

the Company has remediated this material weakness as of June 30, 2023.

consider the following material weaknesses to be outstanding as of September 30, 2023:

Recognition :

During fiscal year 2022, the Company’s revenue was primarily earned through certain related party contracts

with PCCU that define contractually the revenue earned by the Company from PCCU for account servicing.

The Company has identified a material

weakness in our internal control over financial reporting related to the need to enhance the design and operating effectiveness of internal

controls over the review of revenue recognition from allocations that occurs on a monthly basis between the Company and PCCU.

remediate this material weakness, the Company has implemented a monthly process with enhanced management review controls to perform and

review revenue recognition.

The analysis and disclosures are assessed by senior management of the Company performing review of the documentation

and disclosures.

Financial Instruments:

During fiscal year 2022 and the nine months ending September 30, 2023, the Company had a material weakness

with regard to the ineffectiveness in management review controls of the accounting and valuation of complex financial instruments (warrants,

forward purchase agreement, and stock-based compensation).

remediate this material weakness, the Company has implemented a quarterly process with enhanced management review controls to perform

and review complex financial instruments.

The analysis and disclosures are assessed by senior management of the Company performing review

of the documentation and disclosures.

Changes in Internal Control over Financial Reporting

Other than as noted above in the June 30, 2023 material

weaknesses, there was no change in our internal control over financial reporting that occurred during the six month ended June 30, 2023

covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal

control over financial reporting, with the exception of the below.

The Company’s management has expended, and will

continue to expend, a substantial amount of effort and resources for the remediation of the material weaknesses and improvement of our

internal control over financial reporting.

While we have processes to properly identify and evaluate the appropriate accounting technical

pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes

to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.

During the three months ending March 31, 2023, the Company identified a material weakness with regard to the initial

implementation of CECL.

This included initially not having supporting documentation of the model aligning to the calculations recorded,

and incorrectly applying the modified retrospective adoption through the Condensed Unaudited Consolidated Statements of Operations only,

as opposed to the Condensed Unaudited Consolidated Statements of Parent-Entity Net Investment and Stockholders’ Equity on January

remediate this material weakness, the Company enhanced the allowance model documentation during the period from June 30, 2023, through

September 30, 2023, and has implemented a quarterly process with enhanced management review controls to perform and review CECL.

analysis and disclosures are assessed by senior management of the Company performing review of the documentation and disclosures.

in Internal Control over Financial Reporting

than as noted above in the September 30, 2023 material weaknesses, there was no change in our internal control over financial reporting

that occurred during the nine month ended September 30, 2023 covered by this Quarterly Report on Form 10-Q that has materially affected,

or is reasonably likely to materially affect, our internal control over financial reporting, with the exception of the following:

Company’s management has expended, and will continue to expend, a substantial amount of effort and resources for the remediation

of the material weaknesses and improvement of our internal control over financial reporting.

While we have processes to properly identify

and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we

have expanded and will continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated

in the context of the increasingly complex accounting standards.

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