What changed in this filing

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Item 9A. Controls and Procedures

2025-03-28 compared with 2024-04-01 · 160 added, 141 removed, 444 unchanged (40% of the section changed)

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Disclosure Controls and Procedures

Disclosure controls are procedures that are

designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such

as this Form 10-K, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and

Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to

our management, including the Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions

regarding required disclosure.

Internal controls are procedures which are designed with the objective of providing reasonable

assurance that (1) our transactions are properly authorized, recorded and reported;

and (2) our assets are safeguarded against

unauthorized or improper use, to permit the preparation of our condensed financial statements in conformity with U.S.

Disclosure controls are procedures that are designed

with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Form

10-K, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including

the Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Internal controls are procedures which are designed with the objective of providing reasonable assurance that (1) our transactions are

properly authorized, recorded and reported;

and (2) our assets are safeguarded against unauthorized or improper use, to permit the preparation

of our condensed financial statements in conformity with U.S.

In connection with the preparation of this Form

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of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)).

on that evaluation, our Principal Executive and Financial Officer concluded that our disclosure controls and procedures were effective,

Based on that evaluation, our Principal Executive and Financial Officer concluded that our disclosure controls and procedures were effective,

as of the end of the period covered by this Form 10-K.

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Organizations of the Treadway Commission.

Management’s assessment included an evaluation of the design of our internal control over financial

reporting and testing of the operational effectiveness of its internal control over financial reporting.

Management reviewed the results

of its assessment with our Board of Directors.

Based on this assessment, management believes that the Company maintained

effective internal control over financial reporting as of December 31, 2023.

Management’s assessment included an evaluation of the design of our internal control over

financial reporting and testing of the operational effectiveness of its internal control over financial reporting.

Management reviewed

the results of its assessment with our Board of Directors.

Based on this assessment, management believes

that the Company maintained effective internal control over financial reporting as of December 31, 2024.

This Annual Report on Form 10-K does not include

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Jacobs has also served as President,

Secretary, Chief Executive Officer, Chief Financial Officer and as a Director of Venetian-1 Acquisition Corp.

since September 24, 2021,

and of Aspen-1 Acquisition Inc.

Secretary, Chief Executive Officer, Chief Financial Officer and as a Director of Aspen-1 Acquisition Inc.

since December 10, 2021.

Jacobs previously served as the President, Secretary, Chief Executive Officer,

Chief Financial Officer and Director of Max-1 Acquisition Corporation, now known as Exicure, Inc.

XCUR], from February 2017 to

September 2017, of Lola One Acquisition Corporation, now known as Amesite Inc.

AMST], from April 2017 to April 2018, of Peninsula

Acquisition Corporation, now known as Transphorm, Inc.

TGAN], from June 2017 to February 2020, of Olivia Ventures, Inc., now

known as Compass Therapeutics, Inc.

CMPX], from March 2018 to June 2020, of Malo Holdings Corporation, now known as Augmedix,

AUGX], from December 2018 to October 2020, of Odyssey Semiconductor Technologies, Inc.

ODII], from April 2019 to

June 2019, of Parasol Investments Corporation, now known as SmartKem, Inc.

[OTCQB:SMTK], from May 2020 to February 2021, of Parc Investments,

Inc., now known as Aeluma, Inc.

ALMU], from August 2020 to June 2021, of Laffin Acquisition Corp., now known as Guerrilla RF,

GUER], from November 2020 to October 2021, of Perfect Moment Ltd.

Jacobs previously served as the President, Secretary, Chief Executive Officer, Chief Financial Officer and Director of Max-1 Acquisition

Corporation, now known as Exicure, Inc.

XCUR], from February 2017 to September 2017, of Lola One Acquisition Corporation, now

known as Amesite Inc.

AMST], from April 2017 to April 2018, of Peninsula Acquisition Corporation, now known as Transphorm, Inc.

TGAN], from June 2017 to February 2020, of Olivia Ventures, Inc., now known as Compass Therapeutics, Inc.

March 2018 to June 2020, of Malo Holdings Corporation, now known as Augmedix, Inc.

AUGX], from December 2018 to October 2020,

of Odyssey Semiconductor Technologies, Inc.

ODII], from April 2019 to June 2019, of Parasol Investments Corporation, now known

as SmartKem, Inc.

[OTCQB:SMTK], from May 2020 to February 2021, of Parc Investments, Inc., now known as Aeluma, Inc.

August 2020 to June 2021, of Laffin Acquisition Corp., now known as Guerrilla RF, Inc.

GUER], from November 2020 to October 2021,

of Perfect Moment Ltd.

[NYSE American:

PMNT] from January 2021 to March 2021,

and of Patricia Acquisition Corp., now known as Serve Robotics Inc.

SBOT], from November 2020 to July 2023.

Jacobs has also

been an associate of Montrose Capital Partners Limited, or Montrose Capital, since 2008.

Montrose Capital is a privately held company,

which focuses on identifying public markets venture capital investment opportunities in high growth early-stage companies.

Montrose Capital

is a sector agnostic privately held firm which has identified and invested, through its principal owners, in a wide spectrum of global

industries, including in biotechnology, specialty pharmaceuticals, medical devices, robotics, and technology.

PMNT] from January 2021 to March 2021, of Patricia Acquisition Corp., now known as Serve Robotics

SBOT], from November 2020 to July 2023, and of Venetian-1 Acquisition Corp., now known as Lomond Therapeutics Holdings, Inc.,

from September 24, 2021 to September 20, 2024.

Jacobs has also been an associate of Montrose Capital Partners Limited, or Montrose

Capital, since 2008.

Montrose Capital is a privately held company, which focuses on identifying public markets venture capital investment

opportunities in high growth early-stage companies.

Montrose Capital is a sector agnostic privately held firm which has identified and

invested, through its principal owners, in a wide spectrum of global industries, including in biotechnology, specialty pharmaceuticals,

medical devices, robotics, and technology.

Jacobs received a B.S.

in Finance from the University of South Florida.

Jacobs’ past experience identifying investment opportunities and investing

in early-stage companies will be beneficial to the Company as its seeks to identify a business combination target which led to the conclusion

that he should serve as a director of the Company.

Mark Tompkins has served as a Director

of the Company since inception.

Tompkins has also served as a Director of Venetian-1 Acquisition Corp.

since September 24, 2021, and

of Aspen-1 Acquisition Inc.

past experience identifying investment opportunities and investing in early-stage companies will be beneficial to the Company as its seeks

to identify a business combination target which led to the conclusion that he should serve as a director of the Company.

Mark Tompkins has served as a

Director of the Company since inception.

Tompkins has also served as a Director of Aspen-1 Acquisition Inc.

since December 10,

Tompkins previously served as a Director of Max-1 Acquisition Corporation, now

known as Exicure, Inc.

XCUR], from February 2017 to September 2017, of Lola One Acquisition Corporation, now known as Amesite

AMST], from April 2017 to April 2018, of Peninsula Acquisition Corporation, now known as Transphorm, Inc.

from June 2017 to February 2020, of Olivia Ventures, Inc., now known as Compass Therapeutics, Inc.

CMPX], from March 2018 to

June 2020, of Malo Holdings Corporation, now known as Augmedix, Inc.

AUGX], from December 2018 to October 2020, of Odyssey Semiconductor

Technologies, Inc.

Tompkins previously served as a Director of Max-1 Acquisition Corporation, now known as Exicure, Inc.

February 2017 to September 2017, of Lola One Acquisition Corporation, now known as Amesite Inc.

AMST], from April 2017 to

April 2018, of Peninsula Acquisition Corporation, now known as Transphorm, Inc.

TGAN], from June 2017 to February 2020, of

Olivia Ventures, Inc., now known as Compass Therapeutics, Inc.

CMPX], from March 2018 to June 2020, of Malo Holdings

Corporation, now known as Augmedix, Inc.

AUGX], from December 2018 to October 2020, of Odyssey Semiconductor Technologies,

ODII], from April 2019 to June 2019, of Parasol Investments Corporation, now known as SmartKem, Inc.

[OTCQB:SMTK],

from May 2020 to February 2021, of Parc Investments, Inc., now known as Aeluma, Inc [OTCQB:

ALMU], from August 2020 to June 2021, of Laffin

Acquisition Corp., now known as Guerrilla RF, Inc.

[OTCQB:SMTK], from

May 2020 to February 2021, of Parc Investments, Inc., now known as Aeluma, Inc [OTCQB:

ALMU], from August 2020 to June 2021, of

Laffin Acquisition Corp., now known as Guerrilla RF, Inc.

GUER], from November 2020 to October 2021, of Perfect Moment Ltd.

[NYSE American:

PMNT] from January 2021 to March 2021, and of Patricia Acquisition Corp., now known as Serve Robotics Inc.

SBOT], from November

2020 to July 2023.

Tompkins is a founder of Montrose Capital and has served as its President since its inception in 2001.

Capital is a privately held company, which focuses on identifying public markets venture capital investment opportunities in high growth

early-stage companies.

Montrose Capital is a sector agnostic privately held firm which has identified and invested, through its principal

owners, in a wide spectrum of global industries, including in biotechnology, specialty pharmaceuticals, medical devices, robotics, and

Tompkins’ past experience identifying investment opportunities and investing in early-stage companies will be beneficial

to the Company as it seeks to identify a business combination target which led to the conclusion that he should serve as a director of

PMNT] from January 2021 to March 2021, of Patricia Acquisition Corp., now known as Serve Robotics Inc.

SBOT], from November 2020 to July 2023, and of Venetian-1 Acquisition Corp., now known as Lomond Therapeutics Holdings, Inc., from

September 24, 2021 to September 20, 2024.

Tompkins is a founder of Montrose Capital and has served as its President since its

inception in 2001.

Montrose Capital is a privately held company, which focuses on identifying public markets venture capital

investment opportunities in high growth early-stage companies.

Montrose Capital is a sector agnostic privately held firm which has

identified and invested, through its principal owners, in a wide spectrum of global industries, including in biotechnology,

specialty pharmaceuticals, medical devices, robotics, and technology.

Tompkins’ past experience identifying investment

opportunities and investing in early-stage companies will be beneficial to the Company as it seeks to identify a business

combination target which led to the conclusion that he should serve as a director of the Company.

Significant Employees

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or the Company itself, are not necessary at this time, and the Company has not adopted any such policies or procedures.

At the time a trading market for the Company’s

shares of common stock develops, the current officers and directors will recommend that such a policy be adopted.

Executive Compensation.

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compensation paid by the Company to its officer and directors during the years ended December 31, 2024 and 2023.

Name and Position

Option Awards

All other Compensation

Ian Jacobs (1)

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option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.

as there are no equity awards issued or contemplated to be issued by the Company at this time, there are no policies and practices related

to the grant of certain equity awards close in time to the release of material nonpublic information pursuant to 402(x) of Regulation

Except as otherwise disclosed herein, there are

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Name and Address

Percentage of

Directors and Named Executive Officers:

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Principal Accounting Fees and Services.

Raich Ende Malter & Co.

was the Company’s independent registered public accounting firm from December 2021 through June 2022.

Effective July 2022, Grassi

& Co., CPAs, P.C.

(“Grassi”) were appointed as the Company’s independent registered public accounting firm.

below are aggregate fees billed by Grassi and REM for professional services rendered for the years ended December 31, 2023 and 2022.

Grassi & Co., CPAs, P.C.

was the Company’s independent registered public accounting firm for years 2024 and 2023.

Set below are aggregate fees billed by

Grassi for professional services rendered for the years ended December 31, 2024 and 2023.

The fees for the audit services billed and to

be billed by Grassi for the year ended December 31, 2023, amounted to $17,250.

The fees for the audit services billed by Grassi

and REM for the year ended December 31, 2022, amounted to $24,750.

be billed by Grassi for the year ended December 31, 2024, amounted to $18,025 and $17,250, respectively.

Audit-Related Fees

There were no audit-related fees billed by Grassi

and REM for the years ended December 31, 2023 and 2022.

for the years ended December 31, 2024 and 2023.

The fees for the tax services billed and to be

billed by Grassi for professional services for tax compliance, tax advice, and tax planning for the year ended December 31, 2023, amounted

The fees for the tax services billed by Grassi

and REM for professional services for tax compliance, tax advice, and tax planning for the year ended December 31, 2022, amounted to $2,750.

billed by Grassi for professional services for tax compliance, tax advice, and tax planning for the year ended December 31, 2024 and 2023,

amounted to $2,525 and $2,500, respectively.

All Other Fees

There were no fees billed by Grassi and REM for

other products and services for the years ended December 31, 2023 and 2022.

There were no fees billed by Grassi for other

products and services for the years ended December 31, 2024 and 2023.

Audit Committee’s Pre-Approval Process

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Financial Statements

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Balance Sheets as of December 31, 2024 and 2023

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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Filed herewith

Furnished herewith

Form 10-K Summary.

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SURFSIDE ACQUISITION INC.

April 1, 2024

March 28, 2025

/s/ Ian Jacobs

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/s/ Ian Jacobs

President, Chief Executive Officer, Chief Financial Officer, Secretary and Director

April 1, 2024

(Principal Executive Officer, Principal

Financial Officer, and Principal Accounting

President, Chief Executive Officer, Chief Financial Officer,

March 28, 2025

Secretary and Director

(Principal Executive Officer, Principal Financial Officer, and

Principal Accounting Officer)

/s/ Mark Tompkins

April 1, 2024

March 28, 2025

Mark Tompkins

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Index to Financial Statements

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Balance Sheets as of December 31, 2024 and 2023

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Notes to Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Board of Directors

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Opinion on the Financial Statements

We have audited the accompanying balance sheets of

Surfside Acquisition, Inc.

(the “Company”) as of December 31, 2023 and 2022, and the related statements of operations, changes

in stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial

statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company

as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting

principles generally accepted in the United States of America.

Substantial Doubt About the Company’s Ability

to Continue as a Going Concern

The accompanying financial statements have been prepared

assuming that the Company will continue as a going concern.

As discussed in Note 6 to the financial statements, the Company has incurred

losses from inception, which raises substantial doubt about its ability to continue as a going concern.

Management’s plans in regard

to these matters are also described in Note 6.

The financial statements do not include any adjustments that might result from the outcome

of this uncertainty.

We have audited the accompanying balance sheets

of Surfside Acquisition, Inc.

(the “Company”) as of December 31, 2024 and 2023, and the related statements of operations,

changes in stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the

“financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial

position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended,

in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt About the Company’s

Ability to Continue as a Going Concern

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As discussed in Note 6 to the financial statements, the Company has

incurred losses from inception, which raises substantial doubt about its ability to continue as a going concern.

Management’s plans

in regard to these matters are also described in Note 6.

The financial statements do not include any adjustments that might result from

the outcome of this uncertainty.

Basis for Opinion

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rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal

control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control over financial reporting.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

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Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ GRASSI & CO., CPAs, P.C.

We believe that our audits provide a reasonable basis for our opinion.

GRASSI & CO., CPAs, P.C.

PCAOB ID # 606

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Jericho, New York

April 1, 2024

March 28, 2025

SURFSIDE ACQUISITION INC.

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Note payable - stockholder

Advances from stockholder

Total current liabilities

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Cash flows from financing activities:

Proceeds from stockholder advances

Repayments of stockholder advances

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a smaller reporting company until the last day of the fiscal year in which (1) the market value of the ordinary shares held by non-affiliates

equals or exceeds $250 million as of the prior June 30, and (2) the annual revenues equaled or exceeded $100 million during such completed

fiscal year or the market value of the ordinary shares held by non-affiliates equals or exceeds $700 million as of the prior June 30.

equals or exceeds $250 million as of the prior September 30, and (2) the annual revenues equaled or exceeded $100 million during such

completed fiscal year or the market value of the ordinary shares held by non-affiliates equals or exceeds $700 million as of the prior

September 30.

Recently Issued Accounting Pronouncements

Management does not believe that any recently

In December 2023, the FASB issued ASU No.

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”) , which will require the Company to

disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items

that meet a quantitative threshold.

ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal,

state and foreign taxes, with further disaggregation required for significant individual jurisdictions.

ASU 2023-09 will become effective

for Annual periods beginning after December 15, 2024.

The Company is still reviewing the impact of ASU 2023-09.

The Company does not believe that any other recently

issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

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any adjustments that might be required should the Company be unable to continue as a going concern.

Subsequent Events

The Company evaluated subsequent events and transactions

that occurred after the balance sheet date up to the date that the financial statements were issued.

Based upon this review, the Company

did not identify any subsequent events, other than the below, that would have required adjustment or disclosure in the financial statements.

Formation of New Blank Check Company

On January 2, 2025, the related party owners of

the Company formed a new blank check company, Orielle Acquisition Corp.

This new entity was established as a vehicle to pursue a business

combination and will focus its efforts to identify a possible business combination.

The formation of Orielle Acquisition Corp.

impact the Company’s financial position or results of operations as of December 31, 2024.

However, it may present potential opportunities

for collaboration or strategic partnerships in the future.

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-K

Item 9A. Controls and Procedures