What changed in this filing

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Item 4. Controls and Procedures

2024-08-19 compared with 2024-05-16 · 44 added, 19 removed, 3 unchanged (95% of the section changed)

Controls and Procedures

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 Securities Exchange Act of 1934, as amended (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.

of Disclosure 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 Securities Exchange

Act of 1934, as amended (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.

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our

Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our

disclosure controls and procedures as of March 31, 2024.

Based on this evaluation, our principal executive officer and principal financial

officer concluded that our disclosure controls and procedures were not effective as of March 31, 2024 due to the material weaknesses in

our internal controls over financial reporting ("ICFR") as described under Risks Related to New PubCo and Ownership of New PubCo

Securities in the Form S-4/A filed with the SEC on February 7, 2024.

in Internal Control Over Financial Reporting

was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during

the period from January 1, 2024 through March 31, 2024 that has materially affected, or is reasonably likely to materially affect, our

internal control over financial reporting.

II - OTHER INFORMATION

Chief Executive Officer and Chief Financial Officer (the “Certifying Officer”) carried out an evaluation of the effectiveness

of the design and operation of our disclosure controls and procedures as of June 30, 2024.

Based on this evaluation, our Chief Executive

Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of June 30, 2024

due to a material weaknesses in our internal controls over financial reporting (“ICFR”) As previously disclosed, a material

weakness exists in the Company’s ICFR related to ineffective controls over period end financial disclosure and reporting processes,

including not timely performing certain reconciliations and the completeness and accuracy of those reconciliations, and lack of effectiveness

of controls over accurate accounting and financial reporting and reviewing the underlying financial statement elements, and recording

incorrect journal entries that also did not have the sufficient review and approval.

Notwithstanding the identified material weaknesses, management, including

the Certifying Officer, believes that the financial statements contained in this Form 10-Q filing fairly present, in all material respects,

our financial condition, results of operations and cash flows for the periods presented in conformity with GAAP.

Material Weakness

A material weakness is a deficiency, or a combination of control deficiencies,

in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or

interim consolidated financial statements will not be prevented or detected on a timely basis.

While preparing the second quarter 2024 financial statements we identified

internal control failures over our review of accounts payable, accrued liabilities, stock compensation, and revenue cutoffs that resulted

in material errors being reported in (i) our previously issued financial statements for the fiscal year ended December 31, 2023 included

in the Company’s Form 8-K as filed with the Securities and Exchange Commission (the “SEC”) on March 20, 2024 and as

amended on March 25, 2024 (the “Form 8-K”);

(ii) the Company’s unaudited interim financial statements for three months

ended March 31, 2024, included in the Quarterly Report on Form 10-Q as filed with the SEC on May 16, 2024;

and (iii) the financial statements

noted in items (i) and (ii) above included in the Company’s Registration Statement on Form S-1, which was declared effective by

the SEC on May 31, 2024.

The Company has corrected these errors in an amendment to (i) the Form 8-K, filed on August 19, 2024, and (ii)

an amendment to its Current Report on Form 10-Q for the quarterly period ended March 31, 2024 filed on August 19, 2024.

To remediate this material weakness, we intend to strengthen our internal

controls over financial reporting and the design of our internal-control framework through enhanced accounting policies, control activities,

and monitoring.

Changes in Internal Control Over Financial Reporting

Other than the above, there was no change in our internal control over

financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period from January 1, 2024 through

June 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART 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