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 September 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 September 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.