Item 4. Controls and Procedures
Item
4 – Controls and Procedures
Evaluation
of Disclosure 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.
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, 2024.
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 (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were
not effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to
be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified
in the SEC’s rules and forms.
Management’s
Report on Internal Controls Over Financial Reporting
We are not currently required to certify and
report on our internal controls as defined by Section 404 of the Sarbanes-Oxley Act. Only in the event that we are deemed to be a large
accelerated filer and accelerated filer will we be required to comply with the independent registered public accounting firm attestation
requirement. Further, for as long as we remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of certain
exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including,
but not limited to, not being required to comply with the independent registered public accounting firm attestation requirement.
As on September 30, 2024, we have not completed an assessment, nor
have our auditors tested our systems, of internal controls. We expect to assess the internal controls of our target business or businesses
prior to the completion of our initial business combination and, if necessary, to implement and test additional controls as we may determine
are necessary in order to state that we maintain an effective system of internal controls. A target business may not be in compliance
with the provisions of the Sarbanes-Oxley Act regarding the adequacy of internal controls.
This
Quarterly Report on Form 10-Q does not include a report of management’s assessment regarding internal control over financial reporting
or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the
SEC for newly public companies.
19
Changes
in Internal Control over Financial Reporting
There
were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange
Act) during the 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
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