What changed in this filing

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Item 4. Controls and Procedures

2025-11-13 compared with 2025-05-14 · 52 added, 67 removed, 6 unchanged (95% of the section changed)

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,”

as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure information required to be

disclosed in our reports that we file or furnish pursuant to the Exchange Act is recorded, processed, summarized, and reported within

the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated

and communicated to our management, including our Chief Executive Officer (our principal executive officer) and Chief Financial Officer

(our principal financial officer), as appropriate to allow for timely decisions regarding required disclosure.

Our management, with the

participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls

and procedures as of the end of the period covered by this report.

Based on such evaluation, our principal executive officer and principal

financial officer have concluded that, as of such date, our disclosure controls and procedures were not effective at a reasonable assurance

level due to material weaknesses identified related to (1) the lack of a sufficient number of trained professionals with the expertise

to design, implement, and execute a formal risk assessment process and formal accounting policies, procedures, and controls over accounting

and financial reporting to ensure the timely and accurate recording of financial transactions while maintaining a segregation of duties;

and (2) the lack of a sufficient number of trained professionals with the appropriate technical expertise with United States generally

accepted accounting principles, or U.S.

GAAP, to identify, evaluate, and account for complex transactions, including identification of

related party transactions, and review valuation reports prepared by external specialists.

Changes in Internal Control over Financial

In preparing our financial statements as of and

for the three months ended March 31, 2025, management identified material weaknesses in our internal control over financial reporting.

The material weaknesses we identified related to (1) the lack of a sufficient number of trained professionals with the expertise to design,

implement, and execute a formal risk assessment process and formal accounting policies, procedures, and controls over accounting and financial

reporting to ensure the timely and accurate recording of financial transactions while maintaining a segregation of duties;

lack of a sufficient number of trained professionals with the appropriate U.S.

GAAP technical expertise to identify, evaluate, and account

for complex transactions and review valuation reports prepared by external specialists.

As disclosed in the Form 10-K, our management

has identified the steps necessary to address the material weaknesses, and in the third quarter of fiscal year 2025, we continued to implement

of Disclosure Controls and Procedures

maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange

Act, that are designed to ensure information required to be disclosed in our reports that we file or furnish pursuant to the Exchange

Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such

information is accumulated and communicated to our management, including our Chief Executive Officer (our principal executive officer)

and Chief Financial Officer (our principal financial officer), as appropriate to allow for timely decisions regarding required disclosure.

management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our

disclosure controls and procedures as of September 30, 2025.

Based on such evaluation, our Chief Executive Officer and Chief Financial

Officer have concluded that, as of such date, our disclosure controls and procedures were not effective at a reasonable assurance level

due to the material weaknesses in internal control over financial reporting described in Item 9A “Controls and Procedures”

of the Form 10-K, which we are still in the process of remediating as of September 30, 2025.

Investors are directed to Item 9A of the

Form 10-K for the description of these weaknesses.

Notwithstanding the identified material weaknesses, management, including our Chief

Executive Officer and Chief Financial Officer, believes the unaudited condensed consolidated financial statements included in this report

fairly represent, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented

in accordance with United States generally accepted accounting principles, or U.S.

in Internal Control over Financial Reporting

regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls

and increase efficiency, while ensuring that we maintain an effective internal control environment.

Changes may include such activities

as implementing new, more efficient systems, consolidating activities, and migrating processes.

than in connection with the remedial measures described below, there were no changes 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 covered by this report that have materially affected

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

As disclosed in the Form 10-K, our management has

identified the steps necessary to address the material weaknesses, and in the first quarter of fiscal year 2026, we continued to implement

the following remedial procedures.

3 unchanged sentences

to enable the implementation of internal control over financial reporting and segregating duties amongst accounting and finance personnel.

While we are implementing these measures, we cannot

assure you that these efforts will remediate our material weaknesses and significant deficiencies in a timely manner, or at all, or prevent

restatements of our financial statements in the future.

If we are unable to successfully remediate our material weaknesses, or identify

any future significant deficiencies or material weaknesses, the accuracy and timing of our financial reporting may be adversely affected,

we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports, and the market price

of our common stock may decline as a result.

In accordance with the provisions of the JOBS

Act, we and our independent registered public accounting firm were not required to, and did not, perform an evaluation of our internal

control over financial reporting as of March 31, 2025.

Accordingly, we cannot assure you that we have identified all, or that we will

not in the future have additional, material weaknesses.

Material weaknesses may still exist when we report on the effectiveness of our

internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act.

Inherent Limitations on Effectiveness of

Our management, including our principal executive

officer and principal financial officer, do not expect that our disclosure controls and procedures or our internal control over financial

reporting will prevent all errors and all fraud.

Our management recognizes that any controls and procedures, no matter how well designed

and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required

to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Further, the design of a control

system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control

issues and instances of fraud, if any, have been detected.

These inherent limitations include the realities that judgments in decision-making

can be faulty, and that breakdowns can occur because of a simple error or mistake.

Additionally, controls can be circumvented by the individual

acts of some persons, by collusion of two or more people, or by management override of the controls.

The design of any system of controls

is also based in part upon 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;

over time, controls may become inadequate because of changes

in conditions, or the degree of compliance with policies or procedures may deteriorate.

Due to inherent limitations in a cost-effective

control system, misstatements due to error or fraud may occur and not be detected.

OTHER INFORMATION

we are implementing these measures, we cannot assure you that these efforts will remediate our material weaknesses and significant deficiencies

in a timely manner, or at all, or prevent restatements of our financial statements in the future.

If we are unable to successfully remediate

our material weaknesses, or identify any future significant deficiencies or material weaknesses, the accuracy and timing of our financial

reporting may be adversely affected, we may be unable to maintain compliance with securities law requirements regarding timely filing

of periodic reports, and the market price of our class B common stock may decline as a result.

management, including our principal executive officer and principal financial officer, do not expect that our disclosure controls and

procedures or our internal control over financial reporting will prevent all errors and all fraud.

Our management recognizes that any

controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control

objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls

and procedures.

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of

controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls

can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

These inherent limitations

include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management

override of the controls.

The design of any system of controls is also based in part upon 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;

over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may

Due to inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be

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