Exhibit 31.2
CERTIFICATION
I, Kenneth R. Marlin, Chief Financial Officer
of Starboard Value Acquisition Corp., certify that:
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1. |
I have reviewed this annual report on Form 10-K/A of Starboard Value Acquisition Corp; |
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2. |
Based on
my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The
registrant’s other certifying officer and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and have: |
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a) |
Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information
relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being
prepared; |
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b) |
(Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313); |
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c) |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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d) |
Disclosed
in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially
affect, the registrant's internal control over financial
reporting; and |
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5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and audit committee: |
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(a) |
All
significant deficiencies and material weaknesses in the
design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report
financial information; and |
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(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: May 12, 2021 |
By: |
/s/
Kenneth R. Marlin |
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Kenneth R. Marlin |
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Chief Financial Officer |
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(Principal Financial and Accounting Officer) |