What changed in this filing

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Item 4. Controls and Procedures

2026-08-19 compared with 2026-05-15 · 27 added, 78 removed, 6 unchanged (95% of the section changed)

CONTROLS AND PROCEDURES

of Disclosure Controls and Procedures

maintain disclosure controls and procedures that are designed to provide reasonable assurance that the information required to be disclosed

by us in reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods

specified in the rules and forms promulgated by the U.S.

Securities and Exchange Commission (the “SEC”), and that such 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.

Because of the inherent limitations to the effectiveness of any system of disclosure

controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that all control issues and

instances of fraud, if any, with a company have been prevented or detected on a timely basis.

Even disclosure controls and procedures

determined to be effective can only provide reasonable assurance that their objectives are achieved.

of March 31, 2026, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief

Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures

(as defined in Exchange Act Rule 13a-15(e)) pursuant to Rule 13a-15 of the Exchange Act.

Based upon that evaluation, our Chief Executive

Officer and Chief Financial Officer concluded that our disclosure controls and procedures are ineffective at the reasonable assurance

size has prevented us from being able to employ sufficient resources to enable us to have an adequate level of supervision and segregation.

Therefore, it is difficult to effectively segregate accounting duties which comprises a material weakness in internal controls.

lack effective board oversight and formal accounting controls for the timely and accurate closing of financial information.

the extent reasonably possible given our limited resources, we intend to take measures to cure the aforementioned weaknesses, including,

but not limited to, increasing the capacity of our qualified financial personnel to ensure that accounting policies and procedures are

consistent across the organization and that we have adequate control over our Exchange Act reporting disclosures.

Report on Internal Controls over Financial Reporting

is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and

15d-15(f) under the Exchange Act.

Our internal control over financial reporting is a process designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with

generally accepted accounting principles.

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 that the degree of compliance with the policies or procedures may deteriorate.

utilized the criteria established in the Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations

of the Treadway Commission (COSO) to conduct an evaluation of the effectiveness of our internal control over financial reporting as of

March 31, 2026.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have identified a material weakness

due to lack of segregation of duties and have therefore concluded that our internal controls over financial reporting are not effective

at the reasonable assurance level due to the existence of the following material weaknesses:

Our size has prevented us from being able to employ sufficient resources to enable an adequate level of supervision and

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms promulgated by the U.S.

Securities and Exchange Commission (the “SEC”), and that such 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.

Because of the inherent limitations to the effectiveness of any system of disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that all control issues and instances of fraud, if any, with a company have been prevented or detected on a timely basis.

Even disclosure controls and procedures determined to be effective can only provide reasonable assurance that their objectives are achieved.

As of June 30, 2026, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) pursuant to Rule 13a-15 of the Exchange Act.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2026, due to the existence of the following material weaknesses in our internal control over financial reporting previously identified and disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025:

Segregation of Duties.

It is therefore difficult to effectively segregate accounting duties, which constitutes a material weakness in

internal controls.

Accounting and Financial Reporting Personnel.

The Company lacks sufficient financial reporting and accounting personnel with appropriate

knowledge of U.S.

Our size has prevented us from being able to employ sufficient resources to enable an adequate level of supervision and segregation of duties.

It is therefore difficult to effectively segregate accounting duties, which constitutes a material weakness in internal controls.

Insufficient Accounting and Financial Reporting Personnel.

The Company lacks sufficient financial reporting and accounting personnel with appropriate knowledge of U.S.

generally accepted accounting principles (“U.S.

GAAP”) and SEC reporting requirements.

This deficiency has

resulted in errors and adjustments identified during the audit process for the year ended December 31, 2025, and increases the risk that

material misstatements in the consolidated financial statements would not be prevented or detected on a timely basis.

material weakness is a deficiency, or combination of deficiencies, in our internal controls over financial reporting such that there

is a reasonable possibility that a material misstatement of our consolidated financial statements would not be prevented or detected

on a timely basis.

Company is implementing measures designed to improve its internal control over financial reporting and remediate the identified material

weaknesses, including the following:

the capacity of qualified financial personnel to ensure that accounting policies and procedures

are consistent across the organization and that we have adequate controls over our Exchange

Act reporting disclosures.

more regular training on an ongoing basis to our accounting personnel covering a broad range

This deficiency increases the risk that material misstatements in the consolidated financial statements would not be prevented or detected on a timely basis.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Acquisition of Fusion Five

In connection with the acquisition of a controlling interest in Fusion Five Continents Securities Limited (“Fusion Five”) on June 1, 2026, management’s evaluation of disclosure controls and procedures as of June 30, 2026 did not include Fusion Five’s internal control over financial reporting, consistent with the general guidance provided by the SEC that allows a recently acquired business to be excluded from such assessment for a reasonable period following the acquisition.

The Company is in the process of evaluating Fusion Five’s internal control environment, including differences arising from Fusion Five’s operations in New Zealand and its status as a newly regulated financial services subsidiary, and expects to complete this evaluation and integrate Fusion Five into the Company’s internal control framework within the period permitted under applicable SEC rules.

The Company is implementing measures designed to improve its internal control over financial reporting and remediate the identified material weaknesses, including the following:

● Increasing the capacity of qualified financial personnel to ensure that accounting policies and procedures are consistent across the organization and that we have adequate controls over our Exchange Act reporting disclosures.

● Providing more regular training on an ongoing basis to our accounting personnel covering a broad range of U.S.

GAAP and SEC financial reporting topics.

● Implementing

enhanced review procedures over the financial statement close process and disclosures to

reduce the risk of misstatement.

can be no assurance that these measures will be sufficient to remediate the identified material weaknesses or prevent future material

weaknesses from arising.

an emerging growth company, management’s assessment of internal control over financial reporting was not subject to attestation by our

independent registered public accounting firm.

in Internal Control over Financial Reporting

have been no changes in our internal control procedures over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the

Exchange Act) during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect,

our internal control over financial reporting.

II — OTHER INFORMATION

● Implementing enhanced review procedures over the financial statement close process and disclosures to reduce the risk of misstatement.

Although these actions represent progress toward remediation, the material weaknesses have not yet been fully remediated.

There can be no assurance that these measures will be sufficient to remediate the identified material weaknesses or prevent future material weaknesses from arising.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the three months ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, other than the ongoing remediation efforts described above.

PART II — OTHER INFORMATION

LEGAL PROCEEDINGS

time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business.

14 — Commitments and Contingencies to the unaudited condensed consolidated financial statements included in this Quarterly Report

on Form 10-Q for additional information.

have been no material changes from the risk factors disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended

December 31, 2025.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

DEFAULTS UPON SENIOR SECURITIES

MINE SAFETY DISCLOSURES

Not applicable.

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business.

See Note 17 — Commitments and Contingencies to the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for additional 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.

What changed 10-Q

Item 4. Controls and Procedures