What changed in this filing

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Item 4. Controls and Procedures

2025-11-14 compared with 2025-08-13 · 60 added, 39 removed, 2 unchanged (98% of the section changed)

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures (as defined

in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are designed to

ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed,

summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (“SEC”)

and to ensure that information required to be disclosed is accumulated and communicated to management, including our principal executive

and financial officers, to allow timely decisions regarding required disclosure.

Our Chief Executive Officer

(“CEO”) and Chief Financial Officer (“CFO”), with assistance from other members of management, have

evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2025, and based on their evaluation, have

concluded that our disclosure controls and procedures were not effective as of such date due to material weaknesses in internal

control over financial reporting, described below.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over

financial reporting or in other factors identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15

under the Exchange Act that occurred during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely

to materially affect, our internal control over financial reporting.

Inherent Limitations on the Effectiveness of

Disclosure Controls and Procedures

Our management, including our principal executive officer and principal

financial officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent

all errors and all fraud.

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance

that the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there are resource

constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control

systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because

of a simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or

more people or by management override of the controls.

The design of any system of controls is also based in part upon certain assumptions

about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under

all potential future conditions;

over time, controls may become inadequate because of changes in conditions, or the degree of compliance

with policies or procedures may deteriorate.

Due to inherent limitations in a cost-effective control system, misstatements due to error

or fraud may occur and not be detected.

of Disclosure Controls and Procedures

disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended

(the “Exchange Act”)) are designed to ensure that information required to be disclosed in the reports that we file or submit

under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the

Securities and Exchange Commission (“SEC”) and to ensure that information required to be disclosed is accumulated and communicated

to management, including our principal executive and financial officers, to allow timely decisions regarding required disclosure.

Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), with assistance from other members of management,

have evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2025, and based on their evaluation, have

concluded that our disclosure controls and procedures were not effective as of such date due to material weaknesses in internal control

over financial reporting, described below.

Background and Remediation of Material Weaknesses

In connection with the preparation of our consolidated

financial statements for the years ended December 31, 2024 and 2023, material weaknesses were identified in the design and operating effectiveness

of our internal control over financial reporting due to ineffective information and communication controls, resulting in lack of timely

identification and accounting for certain key debt and other agreements.

We have initiated, and continue to implement, measures

intended to remediate the material weaknesses described above and to strengthen our internal control over financial reporting.

These measures

(i) hiring additional experienced accounting and SEC

reporting personnel at the corporate and subsidiary levels and enhancing segregation of duties;

(ii) engaging an independent internal

auditor and establishing an internal audit plan focused on revenue recognition, complex financing arrangements, and acquisition accounting,

with periodic reporting to the Audit Committee;

(iii) implementing formal contract-review controls including documented technical accounting

reviews for new or amended agreements;

(iv) standardizing and documenting our monthly and quarterly close processes, including review

and approval controls, checklists, and enhanced management review controls over significant estimates and judgments;

and (v) deploying

certain technology solutions, including a cloud-based planning and reporting system to reduce manual processes and improve data integrity

and transparency.

While we believe these actions represent important

steps toward remediation, the material weaknesses will not be considered remediated until the applicable controls are designed, implemented,

and operate effectively for a sufficient period of time and management has concluded, through testing, that they are operating effectively.

We can provide no assurance that the measures described above will fully remediate the identified material weaknesses.

We also may incur

significant costs to execute costs to execute various aspects of our remediation plan.

in Internal Control over Financial Reporting

were no changes in our internal control over financial reporting or in other factors identified in connection with the evaluation required

by paragraph (d) of Rules 13a-15 or 15d-15 under the Exchange Act that occurred during the quarter ended September 30, 2025 that have

materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Disclosure Controls and Procedures

management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and

procedures or our internal control over financial reporting will prevent all errors and all fraud.

A control system, no matter how well

designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered

relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance

that all control issues and instances of fraud, if any, have been detected.

These inherent limitations include the realities that judgments

in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake.

Additionally, controls can be circumvented

by the individual acts of some persons, by collusion of two or more people or by management override of the controls.

The design of any

system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance

that any design will succeed in achieving its stated goals under all potential future conditions;

over time, controls may become inadequate

because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.

Due to inherent limitations

in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

OTHER INFORMATION

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