#SarbanesOxley
LightNews LightNews
epsteinweb.bsky.social
Parts 1-3/3 — EFTA01382616.jpg
#epsteinweb #efta01382616
https://epsteinweb.org
EFTA01382616 | EFTA01382616 S-I/A Table of Contrail publicly traded common Mock. In addition, while we are currently in compliance with portions of the Sarbanes-Oxley Act of 2002 (the "SarbanesOxley Act"), we will be required under the Sarbanes-Oxley Act, as well as rules adopted by the SEC and the NYSE, to implement specified corporate governance practices that currently do not apply to us as a private company. We arc currently a voluntary• filer and not subject to the periodic reporting requirements of the SEC. Upon completion of this offering, we will become obligated to file with the SEC annual and quarterly information and other reports. We will also be required to ensure that we have the ability to prepare financial statements on a timely basis that fully comply with all SEC reporting requirements and maintain effective internal controls over financial reporting. The additional demands associated with being a public company may disrupt regular operations of our business by diverting the attention of some of our senior management team away from revenue producing activities to management and administrative oversight, adversely affecting our ability to attract and complete business opportunities and increasing the difficult• in both retaining professionals and managing and growing our businesses. In addition, failure to comply with any laws or regulations applicable to us as a public company may result in legal proceedings and/or regulatory• investigations, and may cause reputational damage. Any of these effects could harm our business, financial condition and results of operations. Future sales, or the perception offuture sales, by us or our existing stockholders in the public marketfollowing this offering could cause the market pricefor our Class A common stock to decline. After this offering, the sale of shares of our Class A common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our Class A common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. Upon consummation of this offering, we will have outstanding a total of 160,000,000 shares of Class A common stock and 719,030,067 shares of Class B common stock that are convertible by the holders thereof into an equal number of shares of Class A common stock automatically upon transfer, subject to certain exceptions. Of the outstanding shares, the 160,000,000 shares sold in this offering (or 184,000,000 shares if the underwriters exercise in full their option to purchase additional shares) will be freely tradable without restriction or further registration under the Securities Act of 1933, as amended (the "Securities Act"), except that any shares held by our affiliates, as that term is defined under Rule 144 of the Securities Act ("Rule 144"), including our directors, executive officers and other affiliates (including KKR) may be sold only in compliance with the limitations described in "Shares Eligible for Future Sal6" The remaining 719,030,067 shares of Class B common stock, representing 82% of our total outstanding shares of common stock following this offering, will be "restricted securities" within the meaning of Rule 144 and subject to certain restrictions on resale following the consummation of this offering. Restricted securities may be sold in the public market only if they are registered under the Securities Act or are sold pursuant to an exemption from registration such as Rule 144, as described in "Shares Eligible for Future Sale." In connection with this offering, we, our directors and executive officers, and holders of substantially all of our common stock prior to this offering have each agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of our or their common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of both Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC. See "Underwriting (Conflicts of Interest)" for a description of these lock-up agreements. In addition, 34,266,989 shares of Class B common stock, which automatically convert into an equal number of shares of Class A common stock upon transfer, subject to certain exceptions, wi►I be eligible for sale 33 http://vanv. see. gov/Archi vecledgar/dataht83980/0001193 12515334479/d31022dsla.htmiI 0/14/20I 5 9:06:38 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0082049 SONY GM_00228233 EFTA01382616
February 15, 2026 at 5:15 PM
epsteinweb.bsky.social
Parts 1-3/3 — EFTA01366345.jpg
#epsteinweb #efta01366345
https://epsteinweb.org
EFTA01366345 | EFTA01366345 Controls and Procedures We are not currently required to maintain an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act. We will be required to comply with the internal control requirements of the SarbanesOxley Act for the fiscal year ending December 31, 2016. Only in the event that we are deemed to be a large accelerated filer or an accelerated filer would we be required to comply with the independent registered public accounting film attestation requirement. Further, for as long as we remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting linn attestation requirement. Prior to the closing of this offering, we have not completed an assessment, nor have our auditors tested our systems, of internal controls. We expect to assess the internal controls of our target business or businesses prior to the completion of our initial business combination and, if necessary. to implement and test additional controls as we may determine arc necessary in order to state that we maintain an effective system of internal controls. A target business may not be in compliance with the provisions of the Sarbancs-Oxley Act regarding the adequacy of internal controls. Many small and mid-sized target businesses we may consider for our business combination may have internal controls that need improvement in areas such as: • staffing for financial, accounting and external reporting areas, including segregation of duties; • reconciliation of accounts: • pupr.r recording of expenses and liabilities in the period to which they relate; • evidence of internal review and approval of accounting transactions: • documentation of proms:vs, assumptions and conclusions underlying significant estimates: and • documentation of accounting policies and procedures. Because it will take time. management involvement and perhaps outside re:mums to determine what internal control improvements are necessary for us to meet regulatory requirements and market expectations for our operation of a target business, we may incur significant expenses in mewing our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure controls. Doing so effectively may also take longer than we expect. thus increasing our exposure to financial fraud or erroneous financing reporting. Once our management's report on internal controls is complete, we will retain our independent auditors to audit and render an opinion on such report when required by Section 404. llte independent auditors may identify additional issues concerning a target business's internal controls while performing their audit of internal control over financial reporting. 68 Quantitative and Qualitatht Disclosures about Market Risk The net proceeds of this offering and the sale of the private placement warrants held in the trust account will be invested in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk. Related Party Transactions In May 2015. our sponsor purchased 3,881,250 founder shares for an aggregate purchase price of $25,000, or approximately $0.006 per share. To the extent the underwriters' overallotment option is not exercised, our sponsor will forfeit up to 506,250 founder shares so that its remaining founder shares would represent 20.0% of the outstanding shares of common stock upon completion of this offering (assuming it does not purchase any units in this offering). The purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. If we increase or decrees: the size of the offering pursuant to Rule 462(b) under the Securities Act. we will effect a stock dividend or a share contribution back to capital or other appropriate mechanism, as applicable immediately prior to the consummation of the offering in such amount as to maintain the ownership of our initial stockholder prior to this offering at 20.0% of our issued and outstanding shares of our common stock upon the consummation of this offering (assuming it does not purchase any units in this offering). We will enter into an Administrative Services Agreement pursuant to which we will also pay our sponsor a total of $10,000 per month for office space. utilities and administrative support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fem. Our sponsor. executive officers and directors, or any of their respective affiliates• will be reimbursed for any httplAnnv.see.gov/Archimsfedgaddata/1843953/000121390015005425/112015a2_globalpainakmr/27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0057871 SONY GM_00204055 EFTA01366345
February 15, 2026 at 3:47 AM
profit-logic.bsky.social
Enron Explained Like You Have the Attention Span of a Goldfish 🐠💸
#Enron #AccountingScandal #GoldfishAttentionSpan #SarbanesOxley #CorporateDrama #accounting #bookkeeper #accountant #AuditFail #FraudExplained #FinanceSimplified #CPAStuff #QuickHistory #BusinessScandals #FinancialLiteracy
July 3, 2025 at 7:45 PM