1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: In accordance with Rules 13a-15(b) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2025 .
+Added: In accordance with Rules 13a-15(b) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2025 .
Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.
−Removed: Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of March 31, 2025 due to the material weaknesses in internal control over financial reporting described further below.
−Removed: In addition to the previously disclosed Material Weakness in Item 9A.
−Removed: of the Company's Form 10-K/A, management identified an additional material weakness related to the sufficiency of personnel and resources in our finance and accounting functions.
−Removed: Material Weakness Identified
−Removed: During the first and second quarters of 2025, the Company experienced the departure of key personnel (including the Chief Accounting Officer), who held control responsibilities principally in the areas of the accounting for income taxes, legal contingencies, the preparation of the statement of cash flows and non-routine transactions within the first quarter, such as the recognition and measurement of assets held for sale.
−Removed: The turnover also came at a time of significant transactional activity.
−Removed: Management determined that the Company had a material weakness because it did not have a sufficient number of personnel with an appropriate level of knowledge and experience of generally accepted accounting principles in the United States of America (U.S.
−Removed: GAAP) in these areas that are commensurate with the Company’s financial reporting requirements.
−Removed: This internal control deficiency could result in a material misstatement of the financial statements that may not be prevented or detected on a timely basis, which constituted a material weakness in the control environment.
−Removed: We have commenced measures to remediate the identified material weakness, which include:
−Removed: • Filling permanent replacements for key management roles, with additional hiring underway for key finance and controllership roles.
−Removed: • Engaging experienced third-party consultants and advisors to support ongoing activities during the transition period.
−Removed: • Updating risk and control documentation to reflect current responsibilities and ensure adequate internal control coverage.
−Removed: Management is committed to remediating this material weakness as soon as practicable.
−Removed: The material weakness will not be considered remediated until the applicable controls have been successfully tested for a sufficient period of time and management has concluded, through testing, that the controls are operating effectively.
+Added: Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of June 30, 2025 due to the material weaknesses in internal control over financial reporting described further below.
Previously Reported Material Weakness
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"Controls and Procedures" of our Form 10-K/A, we previously identified a material weakness in our internal control related to the assessment and disclosure of events that have occurred that permit lenders to require repayment prior to the debt's stated maturity.
−Removed: Remediation efforts are underway, including the enhancement of debt agreement monitoring controls and targeted training to key stakeholders.
+Added: Remediation efforts are underway, including:
+Added: • enhancing monitoring controls over the terms of our debt agreement that could affect classification and disclosure in the financial statements
+Added: • providing targeted training to key stakeholders, including legal, finance and treasury teams;
+Added: • improving documentation and escalation procedures
+Added: Additionally, as disclosed in Item 4.
+Added: "Controls and Procedures" of our Form 10-Q for the quarter ended March 31, 2025, we previously identified a material weakness in our internal control due to an insufficient number of personnel with an appropriate level of knowledge and experience of generally accepted accounting principles in the United States of America (U.S.
+Added: GAAP) that are commensurate with the Company’s financial reporting requirements particularly in the areas of the accounting for income taxes, legal contingencies, the preparation of the statement of cash flows and non-routine transactions.
+Added: Remediation efforts are underway, including:
+Added: • hiring additional personnel with appropriate knowledge of U.S.
+Added: • engaging experienced consultants;
+Added: • updating our risk and control documentation to ensure adequate and experienced resources are allocated to identified risks
The actions that we are taking are subject to ongoing senior management review, as well as audit committee oversight.
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We will continue to monitor the design and effectiveness of these and other processes, procedures and controls and make any further changes management deems appropriate.
−Removed: Table of C ontents
−Removed: These material weaknesses did not result in any material misstatement in our financial statements or disclosures.
−Removed: Based on additional procedures and post-closing review, management concluded that the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q present fairly, in all material respects, our financial position, results of operations, and cash flows for the periods presented, in conformity with accounting principles generally accepted in the United States.
+Added: Management remains committed to remediating these weaknesses and maintaining an effective internal control environment
Changes in Internal Control over Financial Reporting
−Removed: There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) that occurred during the quarter ended March 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting .
−Removed: Table of C ontents
+Added: Other than the ongoing remediation efforts related to the material weaknesses described above, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting .
OTHER INFORMATION
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.