Item 4. Controls and Procedures
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of September 30, 2025,
under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer
(together, the “Certifying Officers”), we carried out 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. Based on the foregoing, our Certifying
Officers concluded that our disclosure controls and procedures were not effective as of September 30, 2025.
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 Certifying
Officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
The Company has limited
resources and personnel, which has resulted in certain matters involving internal control over financial reporting that we consider to
be a material weakness under standards of the Public Company Accounting Oversight Board (“PCAOB”), specifically related to
the classification of redeemable shares. A control deficiency exists when the design or operation of a control does not allow management
or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material
weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable
possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected
on a timely basis.
Changes in Internal Control over Financial
Reporting
There have been no changes
in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during our last fiscal
quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
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.