What changed in this filing

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Item 4. Controls and Procedures

2026-05-15 compared with 2025-11-19 · 59 added, 47 removed, 2 unchanged (98% of the section changed)

Controls and Procedures Evaluation of Disclosure Controls

and Procedures

Disclosure controls are procedures that are designed with the objective

of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed,

summarized, and reported within the time period specified in the SEC’s rules and forms.

Disclosure controls are also designed with the

objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and

chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

We have performed a formal evaluation of our internal control over

financial reporting under the supervision and with the participation of management, including our principal executive officer and principal

financial officer, as required by Section 404 of the Sarbanes-Oxley Act.

Based upon their evaluation, our principal executive officer

and principal financial and accounting officer, concluded that our internal controls over financial reporting (as defined in Rules 13a-15(f)

and 15d-15(f) under the Exchange Act) were not effective as of September 30, 2025 due to the existence of material weaknesses.

controls were not adequately designed and appropriate to address the following material weaknesses related to (i) segregation of duties

in the financial statement close process, (ii) Lack of review controls and expertise to ensure accurate valuations and accounting of financial

instruments, (iii) lack of technical accounting expertise and internal controls to ensure accurate preparation of its financial statements

in accordance with U.S.

GAAP including complex debt and equity instruments.

We have considered our prior period material weaknesses and

have included these unremediated weaknesses in internal controls in our considerations above, nothing that certain internal controls related

to prior period activities such as proper recording of common stock subject to possible redemption, and the proper safeguarding of trust

assets with the monitoring process of the use of trust funds are no longer applicable.

The Company plans to remediate such weaknesses.

In connection with the Business Combination, the Company hired a new CFO with significant experience, including financial reporting and

internal controls.

The CFO has established reporting controls consistent with a public company of this size, including segregation of

duties and controls related to Sarbanes-Oxley, to the extent applicable.

However, we can give no assurance that the measures we have taken,

or will take, will prevent any future material weaknesses or deficiencies in internal control over financial reporting.

We do not expect that our disclosure controls and procedures will prevent

all errors and all instances of fraud.

Disclosure controls and procedures, no matter how well conceived and operated, can provide only

reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Further, the design of disclosure

controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their

Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures

can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any.

The design of disclosure

controls and procedures also is based partly on 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.

Changes in Internal Control over Financial Reporting

There were no changes 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) during the most recent fiscal quarter that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed

with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report,

is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms.

Disclosure controls

are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the

chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management

evaluated, with the participation of our principal executive officer and principal financial officer (our “Certifying Officers”),

the effectiveness of our disclosure controls and procedures as of March 31, 2026, pursuant to Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our Certifying Officers concluded that, as of March 31, 2026, our disclosure controls and procedures

were not effective due to the material weaknesses in internal control over financial reporting described below.

As previously disclosed

in our Annual Report on Form 10-K for the year ended December 31, 2025, we identified material weaknesses in our internal control over

financial reporting.

As of March 31, 2026, these material weaknesses have not been remediated.

We do not expect that our disclosure controls

and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter how well conceived and

operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits

must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no evaluation

of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances

of fraud, if any.

The design of disclosure controls and procedures also is based partly on 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.

Management’s Report on Internal Controls

Over Financial Reporting

Management is responsible for establishing and

maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act.

control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of condensed consolidated financial statements for external purposes in accordance with accounting principles generally

accepted in the United States.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect

misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become

inadequate because of changes in conditions or because the degree of compliance with policies or procedures may deteriorate.

Under the supervision and with the participation

of our management, including our Certifying Officers, we conducted an evaluation of the effectiveness of our internal control over financial

reporting as of March 31, 2026, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Based on that evaluation,

our Certifying Officers have concluded that, as of March 31, 2026, our disclosure controls and procedures were not effective due

to the material weaknesses in internal control over financial reporting described below:

(i) segregation of duties

in the financial statement close process,

(ii) lack of review

controls and expertise to ensure accurate valuations and accounting of financial instruments, and

(iii) lack of technical

accounting expertise and internal controls to ensure accurate preparation of its financial statements in accordance with GAAP including

complex debt and equity instruments.

Changes in Internal Controls over Financial

There have been no changes in our internal controls

over financial reporting that occurred during the three months ended March 31, 2026, that have materially affected, or are reasonably

likely to materially affect, or are reasonably likely to materially affect, our internal controls over financial reporting, other than

as described above.

PART II - OTHER INFORMATION

Legal Proceedings.

To the knowledge of our management team, there is no litigation currently

pending or contemplated against us, any of our officers or directors in their capacity as such, or against any of our property.

We are not currently subject to any material

legal proceedings.

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