Common use of SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx Clause in Contracts

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BLAC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since February 13, 2023, together with any amendments, restatements or supplements thereto (collectively, the “BLAC SEC Reports”). BLAC has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by BLAC with the SEC to all agreements, documents and other instruments that previously had been filed by BLAC with the SEC and are currently in effect. As of their respective dates, the BLAC SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each director and executive officer of BLAC has filed with the SEC on a timely basis all documents required with respect to BLAC by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the BLAC SEC Reports was prepared in accordance with GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC) and each fairly presents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of BLAC as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be material). BLAC has no off-balance sheet arrangements that are not disclosed in the BLAC SEC Reports. No financial statements other than those of BLAC are required by GAAP to be included in the consolidated financial statements of BLAC. (c) Except as and to the extent set forth in the BLAC SEC Reports, BLAC has no liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with GAAP, except for liabilities and obligations arising in the ordinary course of BLAC’s business. (d) BLAC is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq. (e) BLAC 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 BLAC and other material information required to be disclosed by BLAC in the reports and other documents that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to BLAC’s principal executive officer and its principal financial officer 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. Such disclosure controls and procedures are effective in timely alerting BLAC principal executive officer and principal financial officer to material information required to be included in BLAC’s periodic reports required under the Exchange Act. (f) BLAC maintains systems of internal control over financial reporting that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that BLAC maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (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 its board of directors; 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. BLAC has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of BLAC to BLAC’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of BLAC to record, process, summarize and report financial data. BLAC has no knowledge of any fraud or whistle-blower allegations, whether material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of BLAC. Since February 13, 2023, there have been no material changes in BLAC internal control over financial reporting. (g) There are no outstanding loans or other extensions of credit made by BLAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of BLAC. BLAC has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (h) Neither BLAC (including any employee thereof) nor BLAC’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by BLAC, (ii) any fraud, whether or not material, that involves BLAC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by BLAC, or (iii) any claim or allegation regarding any of the foregoing. (i) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the BLAC SEC Reports. To the knowledge of BLAC, none of the BLAC SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BLAC GX has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since February 13May 20, 20232019, together with any amendments, restatements or supplements thereto (collectively, the “BLAC GX SEC Reports”). BLAC GX has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by BLAC GX with the SEC to all agreements, documents and other instruments that previously had been filed by BLAC GX with the SEC and are currently in effect. As of their respective dates, the BLAC GX SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act, Act of 2002 and the rules and regulations promulgated thereunderthereunder (the “Xxxxxxxx-Xxxxx Act”), and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each director and executive officer of BLAC GX has filed with the SEC on a timely basis all documents required with respect to BLAC GX by Section 16(a) of the Exchange Act and the rules and regulations thereunderAct. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the BLAC GX SEC Reports was prepared in accordance with GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC) and each fairly presents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of BLAC GX as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be material). BLAC GX has no off-balance sheet arrangements that are not disclosed in the BLAC GX SEC Reports. No financial statements other than those of BLAC GX are required by GAAP to be included in the consolidated financial statements of BLACGX. (c) Except as and to the extent set forth in the BLAC GX SEC Reports, BLAC neither GX, First Merger Sub, nor Second Merger Sub has no any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with GAAP, except for liabilities and obligations arising in the ordinary course of BLACGX’s, First Merger Sub’s and Second Merger Sub’s business. (d) BLAC GX is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaqthe Nasdaq Capital Market. (e) BLAC GX 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 BLAC GX and other material information required to be disclosed by BLAC GX in the reports and other documents that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to BLACGX’s principal executive officer and its principal financial officer 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. Such disclosure controls and procedures are effective in timely alerting BLAC GX’s principal executive officer and principal financial officer to material information required to be included in BLACGX’s periodic reports required under the Exchange Act. (f) BLAC GX maintains systems of internal control over financial reporting that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that BLAC GX maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (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 its board of directors; 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. BLAC GX has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of BLAC GX to BLACGX’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of BLAC GX to record, process, summarize and report financial data. BLAC GX has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of BLACGX. Since February 13March 31, 20232020, there have been no material changes in BLAC GX internal control over financial reporting. (g) There are no outstanding loans or other extensions of credit made by BLAC GX to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of BLAC. BLAC GX and GX has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (h) Neither BLAC GX (including any employee thereof) nor BLACGX’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by BLACGX, (ii) any fraud, whether or not material, that involves BLACGX’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by BLAC, GX or (iii) any claim or allegation regarding any of the foregoing. (i) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the BLAC GX SEC Reports. To the knowledge of BLACGX, none of the BLAC GX SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BLAC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since February 13, 2023, together with any amendments, restatements or supplements thereto (collectively, the “BLAC SEC Reports”). BLAC has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by BLAC with the SEC to all agreements, documents and other instruments that previously had been filed by BLAC with the SEC and are currently in effect. As of their respective dates, the BLAC SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each director and executive officer of BLAC has filed with the SEC on a timely basis all documents required with respect to BLAC by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the BLAC SEC Reports was prepared in accordance with GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC) and each fairly presents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of BLAC as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be material). BLAC has no off-balance sheet arrangements that are not disclosed in the BLAC SEC Reports. No financial statements other than those of BLAC are required by GAAP to be included in the consolidated financial statements of BLAC. (c) Except as and to the extent set forth in the BLAC SEC Reports, BLAC has no liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with GAAP, except for liabilities and obligations arising in the ordinary course of BLAC’s business. (d) Except as and to the extent set forth in the BLAC SEC Reports, BLAC is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq. (e) BLAC 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 BLAC and other material information required to be disclosed by BLAC in the reports and other documents that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to BLAC’s principal executive officer and its principal financial officer 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. Such Except as and to the extent set forth in the BLAC SEC Reports, such disclosure controls and procedures are effective in timely alerting BLAC principal executive officer and principal financial officer to material information required to be included in BLAC’s periodic reports required under the Exchange Act. (f) BLAC maintains systems of internal control over financial reporting that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that BLAC maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (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 its board of directors; 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. BLAC has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of BLAC to BLAC’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of BLAC to record, process, summarize and report financial data. BLAC has no knowledge of any fraud or whistle-blower allegations, whether material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of BLAC. Since Except as and to the extent set forth in the BLAC SEC Reports, since February 13, 2023, there have been no material changes in BLAC internal control over financial reporting. (g) There are no outstanding loans or other extensions of credit made by BLAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of BLAC. BLAC has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (h) Neither Except as and to the extent set forth in the BLAC SEC Reports, neither BLAC (including any employee thereof) nor BLAC’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by BLAC, (ii) any fraud, whether or not material, that involves BLAC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by BLAC, or (iii) any claim or allegation regarding any of the foregoing. (i) As of the date hereofExecution Date, there are no outstanding SEC comments from the SEC with respect to the BLAC SEC Reports. To the knowledge of BLAC, none of the BLAC SEC Reports filed on or prior to the date hereof Execution Date is subject to ongoing SEC review or investigation as of the date hereofExecution Date.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BLAC SPAC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since February 13January 26, 20232021, together with any amendments, restatements or supplements thereto (collectively, the “BLAC SPAC SEC Reports”). BLAC SPAC has heretofore furnished to the Company Sellers true and correct copies of all amendments and modifications that have not been filed by BLAC SPAC with the SEC to all agreements, documents and other instruments that previously had been filed by BLAC SPAC with the SEC and are currently in effect. As Except as set forth on Section 5.07(a) of the SPAC Disclosure Schedule, as of their respective dates, the BLAC SPAC SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein not misleading, in the case of any SPAC SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in the case of any other SPAC SEC Report. Each director and executive officer of BLAC SPAC has filed with the SEC on a timely basis all documents required with respect to BLAC SPAC by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the BLAC SPAC SEC Reports was prepared in accordance with GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC) and each fairly presents, in all material respects, the financial position, results of operations, changes in stockholders shareholders equity and cash flows of BLAC SPAC as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not hadbeen, and would not reasonably be expected to be, individually or in the aggregate be aggregate, material). BLAC SPAC has no off-balance sheet arrangements that are not disclosed in the BLAC SPAC SEC Reports. No financial statements other than those of BLAC SPAC are required by GAAP to be included in the consolidated financial statements of BLACSPAC. (c) Except as and to the extent set forth in the BLAC SPAC SEC Reports, BLAC none of SPAC, Irish Holdco or New SPAC has no any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with GAAP, except for (A) liabilities and obligations arising incurred in the ordinary course of BLAC’s businessOrdinary Course subsequent to March 31, 2021, and (B) liabilities for fees and expenses incurred in connection with the Transactions. (d) BLAC SPAC is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaqthe Nasdaq Capital Market. (e) BLAC SPAC 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 BLAC SPAC and other material information required to be disclosed by BLAC SPAC in the reports and other documents that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to BLACSPAC’s principal executive officer and its principal financial officer 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. Such disclosure controls and procedures are effective in timely alerting BLAC SPAC’s principal executive officer and principal financial officer to material information required to be included in BLACSPAC’s periodic reports required under the Exchange Act. (f) BLAC SPAC maintains systems of internal control over financial reporting that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that BLAC SPAC maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (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 its board of directors; 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. BLAC SPAC has delivered to the Company Sellers a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of BLAC SPAC to BLACSPAC’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of BLAC SPAC to record, process, summarize and report financial data. BLAC SPAC has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of BLACSPAC. Since February 13March 31, 20232021, there have been no material changes in BLAC SPAC’s internal control over financial reporting. (g) There are no outstanding loans or other extensions of credit made by BLAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of BLAC. BLAC has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (h) Neither BLAC (including any employee thereof) nor BLAC’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by BLAC, (ii) any fraud, whether or not material, that involves BLAC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by BLAC, or (iii) any claim or allegation regarding any of the foregoing. (i) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the BLAC SEC Reports. To the knowledge of BLAC, none of the BLAC SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BLAC SMMC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since February 13June 19, 20232019, together with any amendments, restatements or supplements thereto (collectively, the “BLAC SMMC SEC Reports”). BLAC SMMC has heretofore furnished to the Company true and correct copies of all material amendments and modifications that have not been filed by BLAC SMMC with the SEC to all agreements, documents and other instruments that previously had been filed by BLAC SMMC with the SEC and are currently in effect. As of their respective dates, the BLAC SMMC SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act, Act of 2002 and the rules and regulations promulgated thereunderthereunder (the “Xxxxxxxx-Xxxxx Act”), and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each director and executive officer of BLAC SMMC has filed with the SEC on a timely basis all documents required with respect to BLAC SMMC by Section 16(a) of the Exchange Act and the rules and regulations thereunderAct. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the BLAC SMMC SEC Reports was prepared in accordance with GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC) and each fairly presents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of BLAC SMMC as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be material). BLAC SMMC has no off-balance sheet arrangements that are not disclosed in the BLAC SMMC SEC Reports. No financial statements other than those of BLAC SMMC are required by GAAP to be included in the consolidated financial statements of BLACSMMC. (c) Except as and to the extent set forth in the BLAC SMMC SEC Reports, BLAC neither SMMC, First Merger Sub nor Second Merger Sub has no any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with GAAP, except for (i) liabilities and obligations arising that were incurred in the ordinary course of BLACSMMC’s, First Merger Sub’s or Second Merger Sub’s business, (ii) liabilities or obligations disclosed in the SMMC Disclosure Schedule or (iii) such other liabilities and obligations which would not, individually or in the aggregate, reasonably be expected to be material to SMMC. (d) BLAC SMMC is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq. (e) BLAC SMMC 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 BLAC SMMC and other material information required to be disclosed by BLAC SMMC in the reports and other documents that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to BLACSMMC’s principal executive officer and its principal financial officer 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. Such disclosure controls and procedures are effective in timely alerting BLAC SMMC’s principal executive officer and principal financial officer to material information required to be included in BLACSMMC’s periodic reports required under the Exchange Act. (f) BLAC SMMC maintains systems of internal control over financial reporting that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that BLAC SMMC maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (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 its board of directors; 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. BLAC SMMC has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of BLAC SMMC to BLACSMMC’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of BLAC SMMC to record, process, summarize and report financial data. BLAC SMMC has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of BLACSMMC. Since February 13March 31, 20232020, there have been no material changes in BLAC SMMC internal control over financial reporting. (g) There are no outstanding loans or other extensions of credit made by BLAC SMMC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of BLAC. BLAC SMMC and SMMC has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (h) Neither BLAC SMMC (including any employee thereof) nor BLACSMMC’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by BLACSMMC, (ii) any fraud, whether or not material, that involves BLACSMMC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by BLAC, SMMC or (iii) any claim or allegation regarding any of the foregoing. (i) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the BLAC SMMC SEC Reports. To the knowledge of BLACSMMC, none of the BLAC SMMC SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BLAC SMMC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since February 13June 19, 20232019, together with any amendments, restatements or supplements thereto (collectively, the “BLAC SMMC SEC Reports”). BLAC SMMC has heretofore furnished to the Company true and correct copies of all material amendments and modifications that have not been filed by BLAC SMMC with the SEC to all agreements, documents and other instruments that previously had been filed by BLAC SMMC with the SEC and are currently in effect. As of their respective dates, the BLAC SMMC SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act, Act of 2002 and the rules and regulations promulgated thereunderthereunder (the “Xxxxxxxx-Xxxxx Act”), and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each director and executive officer of BLAC SMMC has filed with the SEC on a timely basis all documents required with respect to BLAC SMMC by Section 16(a) of the Exchange Act and the rules and regulations thereunderAct. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the BLAC SMMC SEC Reports was prepared in accordance with GAAP (applied on a consistent basis) and Regulation S-X S‑X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC) and each fairly presents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of BLAC SMMC as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be material). BLAC SMMC has no off-balance sheet arrangements that are not disclosed in the BLAC SMMC SEC Reports. No financial statements other than those of BLAC SMMC are required by GAAP to be included in the consolidated financial statements of BLACSMMC. (c) Except as and to the extent set forth in the BLAC SMMC SEC Reports, BLAC neither SMMC, First Merger Sub nor Second Merger Sub has no any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with GAAP, except for (i) liabilities and obligations arising that were incurred in the ordinary course of BLACSMMC’s, First Merger Sub’s or Second Merger Sub’s business, (ii) liabilities or obligations disclosed in the SMMC Disclosure Schedule or (iii) such other liabilities and obligations which would not, individually or in the aggregate, reasonably be expected to be material to SMMC. (d) BLAC SMMC is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq. (e) BLAC SMMC 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 BLAC SMMC and other material information required to be disclosed by BLAC SMMC in the reports and other documents that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to BLACSMMC’s principal executive officer and its principal financial officer 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. Such disclosure controls and procedures are effective in timely alerting BLAC SMMC’s principal executive officer and principal financial officer to material information required to be included in BLACSMMC’s periodic reports required under the Exchange Act. (f) BLAC SMMC maintains systems of internal control over financial reporting that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that BLAC SMMC maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (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 its board of directors; 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. BLAC SMMC has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of BLAC SMMC to BLACSMMC’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of BLAC SMMC to record, process, summarize and report financial data. BLAC SMMC has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of BLACSMMC. Since February 13March 31, 20232020, there have been no material changes in BLAC SMMC internal control over financial reporting. (g) There are no outstanding loans or other extensions of credit made by BLAC SMMC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of BLAC. BLAC SMMC and SMMC has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (h) Neither BLAC SMMC (including any employee thereof) nor BLACSMMC’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by BLACSMMC, (ii) any fraud, whether or not material, that involves BLACSMMC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by BLAC, SMMC or (iii) any claim or allegation regarding any of the foregoing. (i) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the BLAC SMMC SEC Reports. To the knowledge of BLACSMMC, none of the BLAC SMMC SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BLAC Goldenstone has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since February 13March 16, 20232022 through the date of this Agreement, together with any amendments, restatements or supplements thereto (collectively, the “BLAC Goldenstone SEC Reports”). BLAC Goldenstone has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by BLAC Goldenstone with the SEC to all agreements, documents and other instruments that previously had been filed by BLAC Goldenstone with the SEC and are currently in effect. As of their respective dates, the BLAC Goldenstone SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each To the knowledge of Goldenstone, each director and executive officer of BLAC Goldenstone has filed with the SEC on a timely basis all documents required with respect to BLAC Goldenstone by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the BLAC Goldenstone SEC Reports was prepared in accordance with GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC) and each fairly presents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of BLAC Goldenstone as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be material). BLAC Goldenstone has no off-balance sheet arrangements that are not disclosed in the BLAC Goldenstone SEC Reports. No financial statements other than those of BLAC Goldenstone are required by GAAP to be included in the consolidated financial statements of BLACGoldenstone. (c) Except as and to the extent set forth in the BLAC SEC Reports, BLAC Neither Goldenstone nor Merger Sub has no any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with GAAP, except for liabilities and obligations arising in the ordinary course of BLACGoldenstone’s and Merger Sub’s business. (d) BLAC Goldenstone is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq. (e) BLAC Goldenstone 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 BLAC Goldenstone and other material information required to be disclosed by BLAC Goldenstone in the reports and other documents that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to BLACGoldenstone’s principal executive officer and its principal financial officer 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. Such disclosure controls and procedures are effective in timely alerting BLAC Xxxxxxxxxxx’s principal executive officer and principal financial officer to material information required to be included in BLACGoldenstone’s periodic reports required under the Exchange Act. (f) BLAC Goldenstone maintains systems of internal control over financial reporting that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that BLAC Goldenstone maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (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 its board of directors; 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. BLAC Goldenstone has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of BLAC Goldenstone to BLACGoldenstone’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of BLAC Goldenstone to record, process, summarize and report financial data. BLAC Xxxxxxxxxxx has no knowledge of any fraud or whistle-blower allegations, whether material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of BLACGoldenstone. Since February 13March 16, 20232022, there have been no material changes in BLAC Goldenstone internal control over financial reporting. (g) There are no outstanding loans or other extensions of credit made by BLAC Goldenstone to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of BLACGoldenstone. BLAC Goldenstone has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (h) Neither BLAC Goldenstone (including any employee thereof) nor BLACGoldenstone’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by BLACGoldenstone, (ii) any fraud, whether or not material, that involves BLACGoldenstone’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by BLACGoldenstone, or (iii) any claim or allegation regarding any of the foregoing. (i) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the BLAC Goldenstone SEC Reports. To the knowledge of BLACGoldenstone, none of the BLAC Goldenstone SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereofof this Agreement.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BLAC BAC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since February 13September 27, 20232021, together with any amendments, restatements or supplements thereto (collectively, the “BLAC BAC SEC Reports”). BLAC BAC has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by BLAC BAC with the SEC to all agreements, documents and other instruments that previously had been filed by BLAC BAC with the SEC and are currently in effect. As of their respective dates, the BLAC BAC SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each director and executive officer of BLAC BAC has filed with the SEC on a timely basis all documents required with respect to BLAC BAC by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the BLAC BAC SEC Reports was prepared in accordance with GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC) and each fairly presents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of BLAC BAC as at the respective dates thereof and for the respective periods indicated therein, therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to have, individually or in the aggregate be materialaggregate, a BAC Material Adverse Effect). BLAC BAC has no off-balance sheet arrangements that are not disclosed in the BLAC BAC SEC Reports. No financial statements other than those of BLAC BAC are required by GAAP to be included in the consolidated financial statements of BLACBAC. (c) Except as and to the extent set forth in the BLAC BAC SEC Reports, BLAC neither BAC nor Merger Sub has no any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with GAAP, except for liabilities and obligations arising in the ordinary course of BLACBAC’s and Xxxxxx Sub’s business. (d) BLAC BAC is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NasdaqNYSE American. (e) BLAC BAC 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 BLAC BAC and other material information required to be disclosed by BLAC BAC in the reports and other documents that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to BLACBAC’s co-principal executive officer officers and its principal financial officer 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. Such disclosure controls and procedures are effective in timely alerting BLAC BAC’s co-principal executive officer officers and principal financial officer to material information required to be included in BLACBAC’s periodic reports required under the Exchange Act. (f) BLAC BAC maintains systems of internal control over financial reporting that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that BLAC BAC maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (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 its board of directors; 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. BLAC has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of BLAC to BLAC’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of BLAC to record, process, summarize and report financial data. BLAC BAC has no knowledge of any fraud or whistle-blower allegations, whether material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of BLACBAC. Since February 13September 27, 20232021, there have been no material changes in BLAC BAC’s internal control over financial reporting. (g) There are no outstanding loans or other extensions of credit made by BLAC BAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of BLACBAC. BLAC BAC has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (h) Neither BLAC BAC (including any employee thereof) nor BLACBAC’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by BLACBAC, (ii) any fraud, whether or not material, that involves BLACBAC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by BLAC, BAC or (iii) any claim or allegation regarding any of the foregoing. (i) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the BLAC BAC SEC Reports. To the knowledge of BLACBAC, none of the BLAC BAC SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BLAC HCAC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since February 1328, 20232019, together with any amendments, restatements or supplements thereto (collectively, the “BLAC HCAC SEC Reports”). BLAC HCAC has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by BLAC HCAC with the SEC to all agreements, documents and other instruments that previously had been filed by BLAC HCAC with the SEC and are currently in effect. As of their respective dates, the BLAC HCAC SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act, Act of 2002 and the rules and regulations promulgated thereunderthereunder (the “Xxxxxxxx-Xxxxx Act”), and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each director and executive officer of BLAC HCAC has filed with the SEC on a timely basis all documents required with respect to BLAC HCAC by Section 16(a) of the Exchange Act and the rules and regulations thereunderAct. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the BLAC HCAC SEC Reports was prepared in accordance with GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC) and each fairly presents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of BLAC HCAC as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be material). BLAC HCAC has no off-balance sheet arrangements that are not disclosed in the BLAC HCAC SEC Reports. No financial statements other than those of BLAC HCAC are required by GAAP to be included in the consolidated financial statements of BLACHCAC. (c) Except as and to the extent set forth in the BLAC HCAC SEC Reports, BLAC neither HCAC, First Merger Sub nor Second Merger Sub has no any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with GAAP, except for liabilities and obligations arising in the ordinary course of BLACHCAC’s, First Merger Sub’s and Second Merger Sub’s business. (d) BLAC HCAC is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaqthe Nasdaq Capital Market. (e) BLAC HCAC 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 BLAC HCAC and other material information required to be disclosed by BLAC HCAC in the reports and other documents that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to BLACHCAC’s principal executive officer and its principal financial officer 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. Such disclosure controls and procedures are effective in timely alerting BLAC HCAC’s principal executive officer and principal financial officer to material information required to be included in BLACHCAC’s periodic reports required under the Exchange Act. (f) BLAC HCAC maintains systems of internal control over financial reporting that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that BLAC HCAC maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (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 its board of directors; 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. BLAC HCAC has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of BLAC HCAC to BLACHCAC’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of BLAC HCAC to record, process, summarize and report financial data. BLAC HCAC has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of BLACHCAC. Since February 13March 31, 20232020, there have been no material changes in BLAC HCAC internal control over financial reporting. (g) There are no outstanding loans or other extensions of credit made by BLAC HCAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of BLAC. BLAC HCAC and HCAC has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (h) Neither BLAC HCAC (including any employee thereof) nor BLACHCAC’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by BLACHCAC, (ii) any fraud, whether or not material, that involves BLACHCAC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by BLAC, HCAC or (iii) any claim or allegation regarding any of the foregoing. (i) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the BLAC HCAC SEC Reports. To the knowledge of BLACHCAC, none of the BLAC HCAC SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BLAC CAH has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since February 13January 26, 2023, 2021 together with any amendments, restatements or supplements thereto (collectively, the “BLAC CAH SEC Reports”). BLAC CAH has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by BLAC CAH with the SEC to all agreements, documents and other instruments that previously had been filed by BLAC CAH with the SEC and are currently in effect. As of their respective dates, the BLAC CAH SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act, Act of 2002 and the rules and regulations promulgated thereunderthereunder (the “Xxxxxxxx-Xxxxx Act”), and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each director and executive officer of BLAC CAH has filed with the SEC on a timely basis all documents required with respect to BLAC CAH by Section 16(a) of the Exchange Act and the rules and regulations thereunderAct. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the BLAC CAH SEC Reports was prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis) basis and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC) and each fairly presents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of BLAC CAH as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be material). BLAC CAH has no off-balance sheet arrangements that are not disclosed in the BLAC CAH SEC Reports. No financial statements other than those of BLAC CAH are required by GAAP to be included in the consolidated financial statements of BLACCAH. (c) Except as and to the extent set forth in the BLAC CAH SEC ReportsReports and for liabilities that were incurred in the ordinary course of business since the IPO, BLAC neither CAH nor Merger Sub has no any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with GAAP, except for liabilities and obligations arising in set forth on Section 4.7(c) of the ordinary course of BLAC’s businessCAH Disclosure Schedule. (d) BLAC CAH is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaqthe Nasdaq Capital Market. (e) BLAC CAH 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 BLAC CAH and other material information required to be disclosed by BLAC CAH in the reports and other documents that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to BLACCAH’s principal executive officer and its principal financial officer 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. Such disclosure controls and procedures are effective in timely alerting BLAC CAH’s principal executive officer and principal financial officer to material information required to be included in BLACCAH’s periodic reports required under the Exchange Act. (f) BLAC CAH maintains systems of internal control over financial reporting that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that BLAC CAH maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (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 its board of directors; 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. BLAC CAH has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of BLAC CAH to BLACCAH’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of BLAC CAH to record, process, summarize and report financial data. BLAC CAH has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of BLACCAH. Since February 13December 31, 20232020, there have been no material changes in BLAC CAH internal control over financial reporting. (g) There are no outstanding loans or other extensions of credit made by BLAC CAH to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of BLAC. BLAC CAH and CAH has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (h) Neither BLAC CAH (including any employee thereof) nor BLACCAH’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by BLACCAH, (ii) any fraud, whether or not material, that involves BLACCAH’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by BLAC, CAH or (iii) any claim or allegation regarding any of the foregoing. (i) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the BLAC CAH SEC Reports. To the knowledge of BLACCAH, none of the BLAC CAH SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (j) Each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to which CAH is a party is an exhibit to the CAH SEC Reports.