What changed in this filing

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Item 4. Controls and Procedures

2024-11-14 compared with 2024-08-14 · 27 added, 31 removed, 29 unchanged (67% of the section changed)

13 unchanged sentences

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

and Remediation of Material Weaknesses

the period from March 16, 2023 (inception) to December 31, 2023, the Company’s management identified material weaknesses in the

implementation of the COSO 13 Framework (which establishes an effective control environment), lack of segregation of duties and management

oversight, and control surrounding maintenance of adequate repository of contracts, appropriate classifications of expenses and complex

financial instruments.

We will design and implement measures to improve our controls over financial reporting process and to remediate

these material weaknesses.

Our ability to comply with the annual internal control report requirements will depend on the effectiveness

of our financial reporting controls across our Company.

We expect these systems and controls to involve significant expenditures and

may become more complex as our business grows.

To effectively manage this complexity, we will need to continue to improve our operational,

financial and management controls, and our reporting systems and procedures.

For more information, please refer to “ Risk Factors

- We identified material weaknesses in our internal control over financial reporting.

If we are unable to remediate these material weaknesses,

or if we experience additional material weaknesses or other deficiencies in the future, or otherwise fail to maintain an effective system

of internal control over financial reporting, we may not be able to accurately or timely report our financial results, which could result

in loss of investor confidence and adversely impact our stock price ” in our Prospectus.

In light of this fact, our management, including our

Chief Executive Officer and Chief Financial Officer, has performed additional analyses, reconciliations, and other post-closing procedures

and concluded that, notwithstanding the material weakness in our internal control over financial reporting, the unaudited condensed consolidated

financial statements for the periods covered by and included in this report fairly present, in all material respects, our financial position,

results of operations and cash flows for the periods presented in conformity with U.S.

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.

than the material weakness remediation efforts underway, 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.

do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

13 unchanged sentences

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