Common use of Internal Controls; Listing; Financial Statements Clause in Contracts

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. To Acquiror’s knowledge, such disclosure controls and procedures are effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that, to Acquiror’s knowledge, are sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP and there have been no significant deficiencies or material weakness in Acquiror’s internal control over financial reporting (whether or not remediated) and no change in Acquiror’s control over financial reporting that has materially affected, or is reasonably likely to materially affect Acquiror’s internal control over financial reporting.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of AcquirorParent’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), Acquiror Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AcquirorParent, including its consolidated Subsidiaries, if any, is made known to AcquirorParent’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. To AcquirorParent’s knowledgeKnowledge, such disclosure controls and procedures are effective in timely alerting AcquirorParent’s principal executive officer and principal financial officer to material information required to be included in AcquirorParent’s periodic reports required under the Exchange Act. Acquiror Parent has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that, to AcquirorParent’s knowledgeKnowledge, are sufficient to provide reasonable assurance regarding the reliability of AcquirorParent’s financial reporting and the preparation of Acquiror Financial Statements Parent’s financial statements for external purposes in accordance with GAAP and there have been no significant deficiencies or material weakness in AcquirorParent’s internal control over financial reporting (whether or not remediated) and no change in AcquirorParent’s control over financial reporting that has materially affected, or is reasonably likely to materially affect AcquirorParent’s internal control over financial reporting.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, Acquiror is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. To Acquiror’s knowledge, such Such disclosure controls and procedures are effective in timely alerting AcquirorXxxxxxxx’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that, to Acquiror’s knowledge, are that is sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements Acquiror’s financial statements for external purposes in accordance with GAAP and there have been no significant deficiencies or material weakness in Acquiror’s internal control over financial reporting (whether or not remediated) and no change in Acquiror’s control over financial reporting that has materially affected, or is reasonably likely to materially affect Acquiror’s internal control over financial reporting.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of AcquirorParent’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), Acquiror Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AcquirorParent, including its consolidated Subsidiaries, if any, is made known to AcquirorParent’s principal executive officer and its principal financial officer by others within those entitiesentities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. To Acquirorthe Parent’s knowledgeKnowledge, such disclosure controls and procedures are effective in timely alerting AcquirorParent’s principal executive officer and principal financial officer to material information required to be included in AcquirorParent’s periodic reports required under the Exchange Act. Acquiror Parent has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) thatthat are designed to and, to Acquirorthe Parent’s knowledgeKnowledge, are sufficient to provide provide, reasonable assurance regarding the reliability of AcquirorParent’s financial reporting and the preparation of Acquiror Financial Statements Parent’s financial statements for external purposes in accordance with GAAP GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that Parent maintains records that in reasonable detail fairly reflect, in all material respects, its transactions and dispositions of assets of Parent; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and Parent Board; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. Parent has not received written notice from any Governmental Authority or Person alleging, and to the Parent’s Knowledge there have been no no, significant deficiencies or material weakness in AcquirorParent’s internal control over financial reporting (whether or not remediated) and ). Since June 30, 2023, there has been no change in AcquirorParent’s control over financial reporting that has materially affected, or is reasonably likely to materially affect Acquiroraffect, Parent’s internal control over financial reporting.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of AcquirorParent’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), Acquiror Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AcquirorParent, including its consolidated Subsidiaries, if any, is made known to AcquirorParent’s principal executive officer and its principal financial officer by others within those entitiesentities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. To Acquirorthe Parent’s knowledgeKnowledge, such disclosure controls and procedures are effective in timely alerting AcquirorParent’s principal executive officer and principal financial officer to material information required to be included in AcquirorParent’s periodic reports required under the Exchange Act. Acquiror Parent has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) thatthat are designed to and, to Acquirorthe Parent’s knowledgeKnowledge, are sufficient to provide provide, reasonable assurance regarding the reliability of AcquirorParent’s financial reporting and the preparation of Acquiror Financial Statements Parent’s financial statements for external purposes in accordance with GAAP GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that Parent maintains records that in reasonable detail fairly reflect, in all material respects, its transactions and dispositions of assets of Parent; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and Parent Board; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. Parent has not received written notice from any Governmental Authority or Person alleging, and to the Parent’s Knowledge there have been no no, significant deficiencies or material weakness in AcquirorParent’s internal control over financial reporting (whether or not remediated) and ). Since June 30, 2023, there has been no change in AcquirorParent’s control over financial reporting that has materially affected, or is reasonably likely to materially affect Acquiroraffect, Parent’s internal control over financial reporting.