What changed in this filing

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Item 4. Controls and Procedures

2024-05-13 compared with 2023-11-14 · 50 added, 58 removed, 49 unchanged (69% of the section changed)

6 unchanged sentences

to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure.

required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation

of the effectiveness of the design and operation of our disclosure controls and procedures.

Based upon their evaluation, our Chief Executive

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

to ensure that our unaudited interim financial statements were prepared in accordance with U.S.

required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an

evaluation of the effectiveness of the design and operation of our disclosure controls and procedures.

Based upon their evaluation,

our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as

of March 31, 2024 due to the material weaknesses described below.

In light of these material weaknesses, we performed additional

analysis as deemed necessary to ensure that our unaudited interim financial statements were prepared in accordance with U.S.

generally accepted accounting principles.

Accordingly, management believes that the financial statements included in this Quarterly Report on Form 10-Q present fairly in all material

respects our financial position, results of operations and cash flows for the periods presented.

Accordingly, management believes that the unaudited condensed consolidated financial

statements included in this Quarterly Report on Form 10-Q present fairly in all material respects our financial position, results of

operations and cash flows for the periods presented.

of Disclosure Controls and Procedures

18 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 September 30, 2023.

Officer and Chief Financial Officer concluded that, solely 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 March 31, 2024.

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 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;

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.

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:

Prior to March 31, 2024, the Company has the following material weakness outstanding which we consider

remediated as of and during the three-month ended March 31, 2024:

As of March 31, 2023, the Company did not update its provision for credit losses correctly.

The initial shortcomings

included a lack of supportive documentation for the model used in our calculations and an error in applying the modified retrospective

adoption method.

Specifically, adjustments were made through the Consolidated Statements of Operations instead of the Consolidated Stockholders’

Equity on January 1, 2023.

To address this material weakness, from June 30, 2023, to December 31, 2023, the Company improved the documentation

for its allowance model.

Additionally, a robust quarterly process was established, featuring enhanced management review controls for

performing and reviewing the Current Expected Credit Loss (CECL) calculations.

These processes and calculations are now regularly reviewed

by senior management, ensuring accuracy in documentation and disclosures.

On March 31, 2024, these corrective actions successfully remediated

the identified material weakness.

consider the following material weaknesses to be outstanding as of March 31, 2024:

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.

During the three months ended March 31, 2024 and March 31, 2023, the Company’s revenue was earned through

certain related party contracts with PCCU that define contractually the revenue earned by the Company from PCCU for account

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

3 unchanged sentences

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).

During the three months ended March 31, 2024 and March 31, 2023, the Company had a material weakness

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

instruments (warrants, deferred consideration, 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

2 unchanged sentences

of the documentation and disclosures.

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.

the implementation of our remediation plans for each material weakness, we believe, in subsequent periods, these material weaknesses

can be remediated.

plan to continue to assess and improve our internal controls and procedures and to take further action as necessary or appropriate to

address any other matters we identify.

of remediation does not provide assurance that our remediation or other controls will continue to operate properly.

A failure to maintain

effective internal controls over financial reporting could result in errors in its financial statements that could require the Company

to restate past financial statements, cause the Company to fail to meet its reporting obligations and cause investors to lose confidence

in the Company’s reported financial information, all of which could materially and adversely affect the Company.

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

than as noted above in the March 31, 2024 material weaknesses, there was no changes in our internal control over financial reporting

that occurred during the period ended March 31, 2024 covered by this Report on Form 10-Q that has materially affected, or is reasonably

likely to materially affect, our internal control over financial reporting.

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

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

6 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