What changed in this filing

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Item 4. Controls and Procedures

2026-08-17 compared with 2026-05-20 · 33 added, 25 removed, 21 unchanged (73% of the section changed)

2 unchanged sentences

Our management has 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 December 31, 2025.

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 June 30, 2026.

Based on such evaluation, our Chief Executive Officer and Chief Financial

Officer have concluded that as of December 31, 2025, our disclosure controls and procedures were ineffective to provide reasonable assurance

Officer have concluded that as of June 30, 2026, our disclosure controls and procedures were not effective to provide reasonable assurance

that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (a) is recorded, processed,

2 unchanged sentences

to allow timely decisions regarding any required disclosure.

Management has identified control deficiencies

regarding inadequate accounting resources, the lack of segregation of duties and the need for a stronger internal control environment.

Management of the Company believes that these material weaknesses are due to the small size of the Company’s accounting staff.

small size of the Company’s accounting outsourced staff may prevent adequate controls in the future due to the cost/benefit of such

To mitigate the current limited resources and

limited employees, we rely heavily on direct management oversight of transactions, along with the use of external legal and accounting

professionals.

As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties

within the internal control framework.

These control deficiencies could result in a misstatement

of account balances that would result in a reasonable possibility that a material misstatement to our financial statements may not be

Management has identified material weaknesses

relating to inadequate accounting resources, a lack of segregation of duties, and the need for a stronger internal control environment.

Management believes these material weaknesses are attributable to the small size of our accounting staff.

The small size of our outsourced

accounting staff may prevent us from implementing adequate controls in the future due to the cost and benefit of such remediation.

To mitigate our currently limited resources and

limited number of employees, we rely heavily on direct management oversight of transactions, together with the use of external legal

and accounting professionals.

As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation

of duties within our internal control framework.

These material weaknesses could result in a misstatement

of account balances such that there is a reasonable possibility that a material misstatement of our financial statements would not be

prevented or detected on a timely basis.

In light of this material weakness, we have made the following improvements:

Conducted a risk assessment to identify gaps in internal controls over financial reporting

Enhanced existing controls and implemented new controls as needed to address control gaps effective March 31, 2026

Tested key controls to verify operating effectiveness as of March 31, 2026

Documented narratives detailing enhanced processes and controls

Accordingly, management believes that our financial

statements for the quarter ended March 31, 2026 are fairly stated, in all material respects, in accordance with GAAP.

In light of these material weaknesses, we have undertaken the following remediation activities:

Conducted a risk assessment

to identify gaps in internal controls over financial reporting

Enhanced existing controls

and implemented new controls as needed to address control gaps

Tested key controls to

verify operating effectiveness

Documented narratives detailing

enhanced processes and controls

These remediation efforts are ongoing, and the

material weaknesses described above had not been fully remediated as of June 30, 2026.

Notwithstanding the material weaknesses, management

believes that our condensed consolidated financial statements for the three and six months ended June 30, 2026 are fairly stated, in

all material respects, in accordance with U.S.

Changes in Internal Control Over Financial

Except for the changes described above related to the implementation

and enhancement of controls and documentation, there were no other changes in our internal controls over financial reporting that occurred

during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control

over financial reporting.

Except for the remediation activities described

above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the

Exchange Act) that occurred during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

10 unchanged sentences

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