Item 4. Controls and Procedures
Item
4. Controls and Procedures
Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our
reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in
the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated
to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
17
Evaluation
of Disclosure Controls and Procedures
We
maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed
or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time period specified
in the SEC’s rules and forms, and that such information is accumulated and communicated to management including our Chief Executive
Officer, Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our Chief Executive Officer
and Chief Financial Officer carried out an evaluation with the participation of management of the effectiveness of our disclosure controls
and procedures as of the end of the quarter ended April 30, 2026, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that during
the period covered by this Quarterly Report, our disclosure controls and procedures were effective.
Management’s
Report on Internal Controls Over Financial Reporting
We
are not currently required to certify and report on our internal controls as defined by Section 404 of the Sarbanes-Oxley Act. Only in
the event that we are deemed to be a large accelerated filer and accelerated filer will we be required to comply with the independent
registered public accounting firm attestation requirement. 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.
As
of April 30, 2026, we have not completed an assessment, nor have our auditors tested our systems, of internal controls. 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. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy
of internal controls.
This
Quarterly Report on Form 10-Q does not include a report of management’s assessment regarding internal control over financial reporting
or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the
SEC for newly public companies.
Changes
in Internal Control over Financial Reporting
During
the fiscal quarter covered by this Quarterly Report, there was no change in our internal control over financial reporting (as such term
is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
Inherent
Limitations on Effectiveness of Internal Controls
A
control system, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired
control objectives. In reaching a reasonable level of assurance, management was required to apply its judgment in evaluating the benefits
of possible controls and procedures relative to their costs. In addition, the design of any system of controls is based in part upon
certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the
degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be detected.
18
PART
II. OTHER INFORMATION
Item
1. Legal Proceedings
To
the knowledge of our management, there is no litigation currently pending against us, any of our officers or directors in their capacity
as such or against any of our property.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.