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Item 9A. CONTROLS AND PROCEDURES

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Item 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain a system of disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act,

which are designed to provide reasonable assurance that information required to be disclosed in the reports that we

file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods

specified in the SEC’s rules and forms. Our disclosure controls and procedures also include controls and

procedures designed to reasonably ensure that such information is accumulated and communicated to

management, including our Principal Executive Officer (PEO) and Principal Financial and Accounting Officer

(PFAO), as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, our management recognized that any system

of 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. In addition, the design of any system of controls is

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. Because of the inherent limitations in any system of controls, misstatements due to error or fraud may

occur and not be detected, and controls may be circumvented or overridden.

Under the supervision and with the participation of management, we conducted an evaluation of the effectiveness of

the design and operation of our disclosure controls and procedures as of March 31, 2026. Based on that evaluation,

our PEO and PFAO concluded that our disclosure controls and procedures are effective at a reasonable assurance

level as of March 31, 2026.

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Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as

defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process

designed by, or under the supervision of, our PEO and PFAO to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of our financial statements for external reporting purposes in

accordance with US GAAP. Our internal control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and

dispositions of assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with US GAAP, and that our receipts and expenditures are being

made only in accordance with authorizations of our management and directors; and (3) provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that

could have a material effect on our financial statements. Because of 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.

As of March 31, 2026, our management, including our PEO and PFAO, assessed the effectiveness of our internal

control over financial reporting using the criteria set forth in Internal Control — Integrated Framework (2013) issued

by the Committee of Sponsoring Organizations of the Treadway Commission (commonly referred to as COSO).

Based on this assessment, our management concluded that our internal control over financial reporting was

effective based on these criteria. The registered public accounting firm that audited our consolidated financial

statements in Part IV within this Annual Report has issued an attestation report on our internal control over financial

reporting. Refer to Part IV, “Report of Independent Registered Public Accounting Firm - Internal Control Over

Financial Reporting,” within this Annual Report.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in management’s evaluation

pursuant to Rule 13a-15(d) 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.

PEO and PFAO Certifications

The certifications of our PEO and PFAO required by Rule 13a-14(a) of the Exchange Act, adopted pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002 (“SOX”), are filed as Exhibit 31.1 and Exhibit 31.2, and the

certifications required by 18 U.S.C. Section 1350, adopted pursuant to Section 906 of SOX, are furnished as Exhibit

32.1, to this Annual Report. This Part II, Item 9A, should be read in conjunction with such certifications for a more

complete understanding of the topics presented.

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