What changed in this filing

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Item 4. Controls and Procedures

2025-03-31 compared with 2023-08-14 · 38 added, 14 removed, 3 unchanged (95% of the section changed)

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 Co-Chief Executive Officers, 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 Co-Chief Executive Officers carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2023.

Based upon their evaluation, our Co-Chief Executive Officers 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 solely to the material weakness in our internal control over financial reporting related to the Company’s accounting for complex financial instruments.

As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with GAAP.

Accordingly, management believes that the financial statements included in this Quarterly Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Management has identified a material weakness in internal controls related to the accounting for complex financial instruments.

While we have processes to identify and appropriately apply applicable accounting requirements, we plan to continue 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 Reporting

There was no change in our internal control over financial reporting that occurred during the three and six months ended June 30, 2023, covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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

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, 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 carried out an evaluation of the effectiveness of the design and

operation of our disclosure controls and procedures as of September 30, 2023.

Based upon their evaluation, our Chief Executive

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 solely to the material weakness in our internal control over financial reporting related to the

Company’s accounting for complex financial instruments and review procedures around key reconciliations including accruals and payables.

As a result, we performed additional analysis as deemed necessary to

ensure that our financial statements were prepared in accordance with GAAP.

Accordingly, management believes that the financial

statements included in this Quarterly Report present fairly in all material respects our financial position, results of operations

and cash flows for the period presented.

Management has identified a material

weakness in internal controls related to the accounting for complex financial instruments and review procedures around key reconciliations including accruals and payables.

While we have processes to identify and

appropriately apply applicable accounting requirements, we plan to continue 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 Reporting

There was no change in our internal

control over financial reporting that occurred during the three and nine months ended September 30, 2023, covered by this Quarterly

Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Legal Proceedings

From time to time, we may be subject to legal proceedings and claims that arise in the search for a potential target business.

We are not currently aware of any such proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations.

From time to time, we may be subject

to legal proceedings and claims that arise in the search for a potential target business.

We are not currently aware of any such proceedings

or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition

or results of operations.

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