Controls and Procedures
−Removed: We are currently not required to comply with Section 404(a) and (b) of the Sarbanes-Oxley Act.
−Removed: We will be required to comply with Section 404(a) and (b) of the Sarbanes-Oxley Act for the fiscal year ending December 31, 2026.
−Removed: Only in the event that we are deemed to be a large accelerated filer or an accelerated filer would we be
−Removed: required to comply with the independent registered public accounting firm attestation requirement.
−Removed: Further, for as long as we remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirement.
−Removed: We have not completed an assessment, nor have our auditors tested our systems, of internal controls.
−Removed: We expect to assess the internal controls of our target business or businesses prior to the completion of our initial business combination and, if necessary, to implement and test additional controls as we may determine are necessary in order to state that we maintain an effective system of internal controls.
−Removed: A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of internal controls.
−Removed: Many small and mid-sized target businesses we may consider for our business combination may have internal controls that need improvement in areas such as:
−Removed: staffing for financial, accounting and external reporting areas, including segregation of duties;
−Removed: reconciliation of accounts;
−Removed: proper recording of expenses and liabilities in the period to which they relate;
−Removed: evidence of internal review and approval of accounting transactions;
−Removed: documentation of processes, assumptions and conclusions underlying significant estimates;
−Removed: documentation of accounting policies and procedures.
−Removed: Because it will take time, management involvement and perhaps outside resources to determine what internal control improvements are necessary for us to meet regulatory requirements and market expectations for our operation of a target business, we may incur significant expense in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure controls.
−Removed: Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financing reporting.
−Removed: Once our management’s report on internal controls is complete, we will retain our independent auditors to audit and render an opinion on such report when required by Section 404 of the Sarbanes-Oxley Act.
−Removed: The independent auditors may identify additional issues concerning a target business’s internal controls while performing their audit of internal control over financial reporting.
+Added: Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
+Added: Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended June 30, 2025, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.
+Added: Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Changes in Internal Control Over Financial Reporting
2 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.