What changed in this filing

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Item 4. Controls and Procedures

2026-09-25 compared with 2026-05-12 · 21 added, 22 removed, 38 unchanged (53% of the section changed)

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Evaluation of Disclosure Controls

and Procedures

Disclosure controls and procedures are designed to ensure that information

5 unchanged sentences

including our CEO and CFO, we evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and

15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of March 31, 2026.

Based on this

evaluation of our disclosure controls and procedures, our CEO and CFO have concluded that our disclosure controls and procedures were

not effective as of March 31, 2026 because of certain material weaknesses in our internal control over financial reporting, as further

described below.

15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of June 30, 2026.

Based on this evaluation

of our disclosure controls and procedures, our CEO and CFO have concluded that our disclosure controls and procedures were not effective

as of June 30, 2026 because of certain material weaknesses in our internal control over financial reporting, as further described below.

Notwithstanding the conclusion by our CEO and CFO that our disclosure

controls and procedures as of March 31, 2026 were not effective, and notwithstanding the material weaknesses in our internal control over

controls and procedures as of June 30, 2026 were not effective, and notwithstanding the material weaknesses in our internal control over

financial reporting described below, management believes that the condensed consolidated financial statements and related financial information

3 unchanged sentences

Material Weaknesses

Accounting Personnel and Financial Reporting Controls.

determined that the Company does not currently maintain sufficient accounting personnel and has not fully designed and implemented the

processes and internal controls necessary to support accurate and timely financial reporting.

These deficiencies (i) limit the Company’s

ability to effectively review and approve certain material journal entries and properly adopt new accounting pronouncements, increasing

the risk that a material misstatement of interim or annual financial statements may not be prevented or detected on a timely basis, and

(ii) have resulted in an insufficient segregation of duties between the preparation, review, and approval of certain material reconciliations

and other financial reporting controls.

Accounting Personnel and Financial

Reporting Controls.

Management determined that the Company does not currently maintain sufficient accounting personnel and has

not fully designed and implemented the processes and internal controls necessary to support accurate and timely financial reporting.

deficiencies (i) limit the Company’s ability to effectively review and approve certain material journal entries and properly adopt

new accounting pronouncements, increasing the risk that a material misstatement of interim or annual financial statements may not be prevented

or detected on a timely basis, and (ii) have resulted in an insufficient segregation of duties between the preparation, review, and approval

of certain material reconciliations and other financial reporting controls.

For the year ended December 31, 2025, management identified that the

15 unchanged sentences

Fair Value Calculation Controls.

In addition, management identified

a material weaknesses in the design of internal controls related to the review of the fair value calculation of SAFE notes performed

by a third-party valuation specialist.

The controls lacked the precision needed to detect inappropriate inputs that could materially

impact valuation.

In addition, management identified a material weakness in the design of internal controls related to the review of the fair value

calculation of SAFE notes performed by a third-party valuation specialist.

The controls lacked the precision needed to detect inappropriate

inputs that could materially impact valuation.

The Company is actively working to develop and implement remediation

2 unchanged sentences

of controls over the accounting for financial instruments and hiring additional qualified accounting personnel.

Internal Control over Financial Reporting

Internal Control over Financial

There were no other changes in our internal control over financial

1 unchanged sentence

materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

II - OTHER INFORMATION

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