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The Company's controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is accumulated and communicated to the Company's management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
−Removed: Management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) at September 30, 2025.
−Removed: Based on such evaluation, our CEO and CFO concluded that, at September 30, 2025, our disclosure controls and procedures were not effective as a result of the previously identified material weaknesses disclosed below.
+Added: Management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) at March 31, 2026.
+Added: Based on such evaluation, our CEO and CFO concluded that, at March 31, 2026, our disclosure controls and procedures were not effective as a result of the previously identified material weaknesses disclosed below.
Limitations on Effectiveness of Controls and Procedures and Internal Control over Financial Reporting
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Internal Control over Financial Reporting
−Removed: In connection with management’s evaluation of the effectiveness of internal control over financial reporting for the year ended December 31, 2024, management determined that the Company’s internal control over financial reporting was not effective due to the material weakness described below.
−Removed: We did not design and maintain effective controls over the accounting for the Company’s business combination with Estrella.
−Removed: This included lack of appropriate oversight of third-party valuation specialists and insufficient design and implementation of controls over the completeness and accuracy of data and certain assumptions used in the valuation of intangible assets.
−Removed: We also did not maintain sufficiently competent resources with an appropriate level of accounting knowledge and experience commensurate with the accounting for business combinations.
−Removed: Management, with the oversight of the Audit Committee, is working to remediate the material weaknesses in internal control over financial reporting and is taking steps to improve the internal control environment.
+Added: Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).
+Added: The internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.
+Added: Management conducted an evaluation of the effectiveness of the internal control over financial reporting based on the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
+Added: Based on the assessment by management, it was determined that the Company’s internal control over financial reporting was not effective due to the material weakness described below.
+Added: We did not design and maintain effective controls over the accounting for the Company’s business combination with Estrella, along with subsequent accounting considerations.
+Added: This included lack of appropriate oversight of third-party valuation specialists and insufficient design and implementation of controls over the completeness and accuracy of data and certain assumptions used in the valuation of goodwill and intangible assets and other acquired assets and assumed liabilities.
+Added: We also did not maintain sufficiently competent resources with an appropriate level of accounting knowledge and experience commensurate with the accounting for business combinations and subsequent accounting considerations.
+Added: Remediation Plan for Material Weakness
+Added: Management, with the oversight of the Audit Committee, is currently taking actions to remediate the material weakness and is designing and will implement additional processes and controls to address the underlying causes associated with the material weakness described above.
+Added: The Company began remediation efforts to address the material weakness and continued those efforts throughout the three months ended March 31, 2026.
The remediation efforts include:
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If we are unable to assert that our internal control over financial reporting is effective, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could be adversely affected, and we could become subject to litigation or investigations by Nasdaq, the SEC, or other regulatory authorities, which could require additional financial and management resources.
+Added: While these changes are intended to improve the Company’s internal control over financial reporting and are reasonably likely to materially affect such controls, the material weakness described above was not fully remediated as of March 31, 2026.
+Added: The additional controls and procedures have not yet operated for a sufficient period of time for management to conclude, through testing, that they are effective.
Changes in Internal Control Over Financial Reporting
−Removed: Other than the ongoing remediation activities listed above, there has been no change in our internal control over financial reporting during the quarter ended September 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: Other than the ongoing remediation activities listed above, there has been no change in our internal control over financial reporting during the quarter ended March 31, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
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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.