Item 4. Controls and Procedures
Item 4. Controls and Procedures
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.
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.
Evaluation of Disclosure Controls and Procedures
As 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 as of March 31, 2022. Based upon their evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that, during the period covered by this report, our disclosure controls and procedures
were not effective because of a material weakness in our internal control over financial reporting. 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 the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically,
the material weakness identified in our internal controls related to the Company’s accounting for complex financial instrument,
including classification of warrant liabilities, redeemable equity and valuation of representative shares. This material weakness resulted
in the restatement of the Company’s balance sheet as of March 15, 2021, and its interim financial statements for the quarter ended
March 31, 2021; June 30, 2021; and September 30, 2021.
Changes in Internal Control Over Financial
Reporting
During the most recently
completed fiscal quarter ended March 31, 2022, we have improved our internal controls over financial reporting relating to classification
of warrants, classification of redeemable equity instruments, and fair value of representative shares through enhanced education
of our accountants and retention of third-party valuation professionals to conduct periodic fair value assessments of our complex financial
instruments. We believe our efforts are effective in identifying and appropriately applying applicable accounting requirements but we
believe we will need additional time to monitor and assess our efforts to evaluate their ultimate effectiveness. There have been no changes
in our internal controls over financial reporting, except as previously noted, that has materially affected, or is reasonably likely to
affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.