What changed in this filing

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Item 4. Controls and Procedures

2024-08-14 compared with 2024-05-15 · 58 added, 61 removed, 2 unchanged (98% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We are required to comply with the internal control requirements of

the Sarbanes-Oxley Act for the period ending December 31, 2021 and thereafter.

Only in the event that we are deemed to be a large accelerated

filer or an accelerated filer and no longer qualify as an emerging growth company would we be required to comply with the independent

registered public accounting firm attestation requirement on internal control over financial reporting.

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.

Disclosure controls are procedures with the objective of ensuring that

information required to be disclosed in our reports 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 designed with the objective of ensuring

that information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer,

as appropriate to allow timely decisions regarding required disclosure.

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.

Many small and mid-sized Target

Businesses we may consider for our initial Business Combination may have internal controls that need improvement in areas such as:

staffing for financial, accounting and external reporting areas, including segregation of duties;

reconciliation of accounts;

proper recording of expenses and liabilities in the period to which they relate;

evidence of internal review and approval of accounting transactions;

documentation of processes, assumptions and conclusions underlying significant estimates;

documentation of accounting policies and procedures.

Management assessed the effectiveness of our internal control over

financial reporting on March 31, 2024.

In making these assessments, management used the criteria set forth by the Committee of Sponsoring

Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013).

Based on that assessment, management

concluded that our disclosure controls and procedures were effective.

Accordingly, our management believes that the financial statements

included in this report present fairly in all material respects our financial position, results of operations and cash flows for the periods

This report does not include an attestation report of internal controls

from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

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 expenses in meeting our public reporting responsibilities, particularly

in the areas of designing, enhancing, or remediating internal and disclosure controls.

Doing so effectively may also take longer than

we expect, thus increasing our exposure to financial fraud or erroneous financing reporting.

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.

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.

PART II — OTHER INFORMATION

of Disclosure Controls and Procedures

are required to comply with the internal control requirements of the Sarbanes-Oxley Act for the period ending December 31, 2021 and thereafter.

Only in the event that we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth

company would we be required to comply with the independent registered public accounting firm attestation requirement on internal control

over financial reporting.

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.

controls are procedures with the objective of ensuring that information required to be disclosed in our reports 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 designed with the objective of ensuring that information is accumulated and communicated to our management, including

our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

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.

Many small and mid-sized Target Businesses we may consider for our initial Business Combination may

have internal controls that need improvement in areas such as:

for financial, accounting and external reporting areas, including segregation of duties;

reconciliation

recording of expenses and liabilities in the period to which they relate;

of internal review and approval of accounting transactions;

documentation

of processes, assumptions and conclusions underlying significant estimates;

documentation

of accounting policies and procedures.

assessed the effectiveness of our internal control over financial reporting on June 30, 2024.

In making these assessments, management

used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated

Framework (2013).

Based on that assessment, management concluded that our disclosure controls and procedures were effective.

our management believes that the financial statements included in this report present fairly in all material respects our financial position,

results of operations and cash flows for the periods presented.

report does not include an attestation report of internal controls from our independent registered public accounting firm due to our

status as an emerging growth company under the JOBS Act.

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 expenses

in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure

Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financing

in Internal Control over Financial Reporting

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.

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.

II — OTHER INFORMATION

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