Legal & controls
Item 3 and Item 9A as filed · every verdict is the registrant’s own sentence, printed below it · a filing that fails an extraction gate reads “not extracted”
| Fiscal year | Filed | Item 3 | ICFR | disclosure controls | material weakness | Filing |
|---|---|---|---|---|---|---|
| 2025-12-31 | 2026-03-31 | none stated | NOT effective | NOT effective | disclosed | EDGAR |
Item 3 · From time to time, we may become involved in litigation or other legal proceedings arising in the ordinary course of our business. We are not currently a party to any material pending legal proceedings. Item 9A · ICFR · Our internal control over financial reporting includes those policies and procedures that: Our management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control - Integrated Framework (2013).” Based on this assessment, our management concluded that we did not maintain effective internal control over financial reporting as of December 31, 2025, due to the material weakness in our internal control over financial reporting related to not having a sufficient risk assessment process to identify and analyze risks of misstatement due to error and/or fraud. Item 9A · disclosure controls · Based on such evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025, our disclosure controls and procedures were not effective due to the material weakness in internal control over financial reporting described below. | ||||||
| 2024-12-31 | 2025-04-02 | none stated | NOT effective | NOT effective | disclosed | EDGAR |
Item 3 · From time to time, we may become involved in litigation or other legal proceedings arising in the ordinary course of our business. We are not currently a party to any material pending legal proceedings. Item 9A · ICFR · Our internal control over financial reporting includes those policies and procedures that: Our management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control - Integrated Framework (2013).” Based on this assessment, our management concluded that we did not maintain effective internal control over financial reporting as of December 31, 2024, due to the material weaknesses in our internal control over financial reporting related to not maintaining a sufficient complement of personnel commensurate with accounting and reporting requirements resulting in inadequate segregation of duties over the preparation, review and posting of manual journal entries to the general ledger, and in not having a sufficient risk assessment process to identify and analyze risks of misstatement due to error and/or fraud. Item 9A · disclosure controls · Based on such evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2024, our disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting described below. | ||||||
| 2023-12-31 | 2024-04-29 | none stated | NOT effective | NOT effective | disclosed | EDGAR |
Item 3 · From time to time, we have been and may be involved in legal proceedings. There are no material pending legal proceedings to which we are party or to which any of our property is subject. Item 9A · ICFR · Semper Paratus’s internal control over financial reporting includes those policies and procedures that: Our management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control — Integrated Framework (2013).” Based on this assessment, our management concluded that we did not maintain effective internal control over financial reporting as of December 31, 2023, due to the material weakness in our internal control over financial reporting related to our accounting for complex financial instruments and internal controls over collectability over amounts due from related parties. Item 9A · disclosure controls · Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that Semper Paratus’s disclosure controls and procedures were not effective at the reasonable assurance level due to the material weakness in our internal control over financial reporting related to our accounting for complex financial instruments and internal controls over collectability over amounts due from related parties. | ||||||
| 2022-12-31 | 2023-04-17 | as filed | effective | effective | none in Item 9A | EDGAR |
Item 3 · There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such. Item 9A · ICFR · Based on our assessments and those criteria as noted above and in the attached exhibit, management determined that we maintained effective internal control over financial reporting as of December 31, 2022. Item 9A · disclosure controls · Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act) were effective. | ||||||
| 2021-12-31 | 2022-04-01 | as filed | not extracted | effective | none in Item 9A | EDGAR |
Item 3 · There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such. Item 9A · disclosure controls · Based upon that evaluation, the CEO and CFO have concluded that as of the end of that fiscal year, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) accumulated and communicated to the management of the registrant, including the CEO and CFO, to allow timely decisions regarding required disclosure. | ||||||
5 of 5 annual reports on record have their filing text cached on this host; the rest are listed with their EDGAR link and no extraction, because this surface never fetches from SEC on a page load.
- Item 3 and Item 9A are located in the filing HTML already cached on this host and read with the same line-anchored item matcher and largest-gap body disambiguation the filing-narrative pass uses for Item 1A and Item 7 — no fetch, no model, no summarization.
- A heading is accepted as a section only when it is not a table-of-contents row (a trailing page number), not a quoted reference in prose, and names its own section; the span must then clear a per-item length band and carry readable text after the heading. Anything that fails a gate is served as 'not extracted' with the reason — never as a default value.
- An effectiveness conclusion is read only from a sentence that names its own control set (disclosure controls and procedures, or internal control over financial reporting) and states an outcome. Conditional sentences — the standard limitations paragraph and forward-looking remediation language — are excluded, because they are hypotheses rather than conclusions.
- When a filing's own sentences disagree — an effective conclusion beside an unremediated material-weakness disclosure, or two conclusions of opposite sign — no verdict is asserted. A wrong 'controls were effective' reading is worse than no reading.
- Every verdict is shown beside the verbatim sentence it was read from. The excerpt is the filing's own words, capped at 1,200 characters; the filing itself is one link away.