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 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 management, including
our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar
functions, as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision
of and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer (the “Certifying
Officers”), we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures,
as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of June 30, 2025. Based on that evaluation, our Certifying Officers
have concluded that our disclosure controls and procedures were not effective as of that date, because the Company has not yet established
formal internal control processes and segregation of duties due to its limited operations prior to the completion of its initial public
offering. Management intends to design and implement formal disclosure controls and procedures upon completion of the offering and as
the Company commences full operations. This conclusion does not reflect a material weakness in our financial statements as presented herein,
which management believes are fairly stated in all material respects, but rather reflects that our internal control environment is still
in the development stage.
Changes in Internal
Control over Financial Reporting
The Company is in the
process of developing its internal control over financial reporting. During the quarter ended June 30, 2025, there were no changes in
our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, such controls.
Because the Company has not yet completed the design and implementation of its internal control framework due to its limited operations
prior to the completion of its initial public offering, management will continue to evaluate and implement appropriate internal control
procedures as operations commence following the offering.
24
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 1A. Risk Factors
Factors that could cause
our actual results to differ materially from those in this report include the risk factors described in our final prospectus for its
Initial Public Offering filed with the SEC. As of the date of this Quarterly Report, there have been no material changes to the risk
factors disclosed in our Form S-1 as filed on September 24, 2025.
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.