Item 4. Controls and Procedures
Item
4. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
In
designing and evaluating Pubco’s disclosure controls and procedures, Pubco’s management recognizes that any controls and
procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management
is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Pubco’s
management, with the participation of its principal executive officer and principal financial officer, evaluated, as of the end of the
period covered by this Quarterly Report on Form 10-Q, the effectiveness of Pubco’s disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, Pubco’s principal executive officer and principal
financial officer concluded that Pubco’s disclosure controls and procedures were effective as of September 30, 2023.
As of September 30, 2023,
prior to the completion of the Business Combination, Pubco had no assets, no operations, and only nominal capitalization and was a wholly-owned
subsidiary of Falcon’s. In connection with the Business Combination, Falcon’s management identified several material weaknesses
in the internal control over financial reporting of Falcon’s. For more information see the sections of the Form S-4 and Form S-1
entitled “ Risk Factors - We have identified material weaknesses in our internal control over financial reporting. If we
are unable to remediate these material weaknesses, if management identifies additional material weaknesses in the future or if we otherwise
fail to maintain effective internal control over financial reporting, we may not be able to accurately or timely report our financial
position or results of operations, which may adversely affect our business and stock price or cause our access to the capital markets
to be impaired .”
Changes
in Internal Control over Financial Reporting
There
has been no change in Pubco’s internal control over financial reporting during the quarter ended September 30, 2023 that has materially
affected, or is reasonably likely to materially affect, Pubco’s internal control over financial reporting.
6
PART
II. OTHER INFORMATION
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