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Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
−Removed: Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
+Added: Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer, who also serves as our principal accounting officer and our principal financial officer, to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
−Removed: Prior to the Merger, we had been a private company with limited accounting personnel and other resources with which to address our internal control over financial reporting.
−Removed: In connection with our preparation and the audit of our consolidated financial statements as of and for the year ended December 31, 2021, we and our independent registered public accounting firm identified a material weakness, as defined under the Exchange Act and by the Public Company Accounting Oversight Board (United States), in our internal control over financial reporting.
−Removed: The material weakness related to a lack of sufficient and adequate resources in the finance and accounting function that resulted in a lack of formalized risk assessment process, lack of segregation of duties, and ineffective process level control activities over the management review of journal entries, account reconciliations and non-routine transactions.
−Removed: A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial
−Removed: reporting such that there is a reasonable possibility that a material misstatement of our consolidated financial statements will not be prevented or detected on a timely basis.
−Removed: We have taken a number of remediation actions during the year ended December 31, 2022, and are continuing with our efforts.
−Removed: Remediation actions taken during the fiscal year ended December 31, 2022 and that continue include:
+Added: As previously reported, in connection with our preparation and the audit of our consolidated financial statements as of and for the year ended December 31, 2023, we and our independent registered public accounting firm identified a material weakness, as defined under the Exchange Act and by the Public Company Accounting Oversight Board (United States), in our internal control over financial reporting.
+Added: The material weakness related to a lack of sufficient and adequate resources in the finance and accounting function that resulted in ineffective process level control activities over non-routine, unusual or complex transactions.
+Added: A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our consolidated financial statements will not be prevented or detected on a timely basis.
+Added: Based on the remediation efforts described below, while substantial progress has been made related to the identified material weakness, further actions and testing are necessary before we can conclude full remediation.
+Added: Remediation efforts include the following:
+Added: • engaging a professional accounting services firm to assist with significantly complex, technical accounting transactions;
• hiring personnel with appropriate levels of experience in accounting, technology, and internal controls;
−Removed: • engaging a professional accounting services firm to help us commence the documentation and assessment of our internal controls for complying with the Sarbanes-Oxley Act;
−Removed: • implementing a risk assessment over financial reporting controls;
−Removed: • implementing new software tools.
+Added: • enhancing internal controls around complex transaction accounting areas.
While significant progress has been made to enhance our internal control over financial reporting, we are still in the process of building and enhancing our processes, procedures, and controls.
−Removed: Additional time is required to complete the remediation of these material weaknesses and the assessment to ensure the sustainability of these remediation actions.
+Added: Additional time is required to complete the remediation over ineffective process level control activities over non-routine, unusual and complex transactions to ensure the sustainability of these remediation actions.
We believe the above actions, when complete, will be effective in the remediation of the material weakness described above.
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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.