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Item 4. Controls and Procedures

2026-05-11 compared with 2026-02-11 · 63 added, 55 removed, 3 unchanged (98% of the section changed)

CONTROLS AND PROCEDURES.

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 December 31, 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 December 31, 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.

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.

disclosed in the Form 10-K, our management has identified the steps necessary to address the material weaknesses, and in the second quarter

of fiscal year 2026, we continued to implement the following remedial procedures.

We are planning on implementing measures designed to

improve our internal control over financial reporting to remediate these material weaknesses, including formalizing our processes and

internal control documentation and strengthening supervisory reviews by our financial management and hiring additional qualified accounting

and finance personnel and engaging financial consultants to enable the implementation of internal control over financial reporting and

segregating duties amongst accounting and finance personnel.

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.

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 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.

Our 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 March

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 March 31, 2026.

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

Changes in Internal Control over Financial

We 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.

Other 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 third quarter of fiscal year 2026, we continued to implement

the following remedial procedures.

We are planning on implementing measures designed to improve our internal control over financial reporting

to remediate these material weaknesses, including formalizing our processes and internal control documentation and strengthening supervisory

reviews by our financial management and hiring additional qualified accounting and finance personnel and engaging financial consultants

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 class B common stock may decline as a result.

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

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

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

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