What changed in this filing

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Item 4. Controls and Procedures

2023-05-16 compared with 2022-11-21 · 57 added, 34 removed, 2 unchanged (98% of the section changed)

CONTROLS AND PROCEDURES

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 September 30, 2022.

Based upon their evaluation, our Chief Executive Officer

and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under

the Exchange Act) were not effective, due to the material weaknesses in our internal control over financial reporting related to the

Company’s accounting for complex financial instruments, specifically common stock subject to redemption and the improper recording

of accrued liabilities.

As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were

prepared in accordance with U.S.

generally accepted accounting principles.

Accordingly, management believes that the financial statements

included in this Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows for the

period presented.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange

Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and

that such information is accumulated and communicated to our management, including our principal executive officer and principal financial

officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management identified material weaknesses in

internal control related to the Company’s accounting for complex financial instruments and improper recording of accrued liabilities.

As of September 30, 2021, management identified a material weakness in internal control relating to the classification of common stock

subject to redemption and additionally as of March 31, 2022 a material weakness relating to the improper recording of accrued liabilities.

While we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance our system of evaluating

and implementing the accounting standards that apply to our financial statements, including through enhanced analyses by our personnel

and 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 the intended effects.

Changes in Internal Control over Financial

Other than changes that have resulted from the

material weakness remediation activities noted above, there has been no change in our internal control over financial reporting,

during the most recently completed fiscal quarter, that has materially affected, or is reasonably likely to materially affect, our internal

control over financial reporting.

Management’s Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our

principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures, as

defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act, as of the end of the period covered by this quarterly report.

controls and procedures are designed to ensure that information required to be disclosed by a company in the reports that it files or

submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules

Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable

assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of

possible controls and procedures.

Our management, including our principal executive officer and principal financial officer, after evaluating

the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report, concluded that as of such

date, certain of our disclosure controls and procedures were not effective, due to the material weaknesses in our internal controls over

financial reporting as described in our financial statements for the year ended December 31, 2022, as filed on Form 8-K/A on April 7,

Management noted a material weakness in our internal

control over financial reporting related to the understatement of unit-based compensation expense.

The understatement of the grant

date fair value was due to a revision in the underlying fair value determination, and such revision was not appropriately reflected in

the financial statements.

Management concluded that the grant date fair value and corresponding incremental expense should be adjusted

by recognizing the additional expense in Intermediate’s March 31, 2022 financials.

As part of such process, management identified

a material weakness in its internal control over financial reporting related to the grant date fair value revision.

Additionally, Intermediate

did not maintain effective internal control regarding the date on which to apply new accounting standards based upon CENAQ’s elections

made as an emerging growth company under the JOBS Act, which required Intermediate to apply new accounting standards as if it were a public

business entity.

Remediation Efforts to Address Disclosed

Material Weakness

Effective internal controls are necessary to provide

reliable financial reports and prevent fraud, and material weaknesses could limit the ability to prevent or detect a misstatement of accounts

or disclosures that could result in a material misstatement of annual or interim financial statements.

Our management continues to evaluate

steps to remediate the material weaknesses.

These material weaknesses have not been fully remediated.

We are in the early stages of designing

and implementing a plan to remediate the material weaknesses identified.

Our plan includes the below:

Designing and implementing a risk assessment process supporting the identification of risks facing the Company.

Implementing controls to enhance our review of significant accounting transactions and other new technical accounting and financial reporting issues and preparing and reviewing accounting memoranda addressing these issues.

Hiring additional experienced accounting, financial reporting and internal control personnel and changing roles and responsibilities of our personnel as we transition to being a public company and are required to comply with Section 404 of the Sarbanes Oxley Act of 2002.

Implementing controls to enable an accurate and timely review of accounting records that support our accounting processes and maintain documents for internal accounting reviews.

We cannot assure you that these measures will

significantly improve or remediate the material weaknesses described above.

The implementation of these remediation measures is in the

early stages and will require validation and testing of the design and operating effectiveness of our internal controls over a sustained

period of financial reporting cycles and, as a result, the timing of when we will be able to fully remediate the material weaknesses is

uncertain and we may not fully remediate these material weaknesses during the year ended December 31, 2023.

If the steps we take

do not remediate the material weaknesses in a timely manner, there could be a reasonable possibility that these control deficiencies or

others may result in a material misstatement of our annual or interim financial statements that would not be prevented or detected on

a timely basis.

This, in turn, could jeopardize our ability to comply with our reporting obligations, limit our ability to access the

capital markets and adversely impact our stock price.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over

financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect,

our internal control over financial reporting.

PART II OTHER INFORMATION

Legal Proceedings.

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