Item 4. Controls and Procedures
Item 4.
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 carried out an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures as of September 30, 2025. 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 unaudited
condensed financial position, results of operations and unaudited condensed 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.
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, to allow timely decisions regarding required disclosure.
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, 2025,
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.
30
PART
II – OTHER INFORMATION
Item 1.
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.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.