Q32 Bio Inc

Management’s Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2024 and, based on this evaluation, concluded that our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) was effective as of December 31, 2024. We previously identified a material weakness in our internal control over financial reporting related to Legacy Q32’s controls over complex accounting topics. Specifically, Legacy Q32’s accounting and internal control infrastructure did not allow for adequate review processes over complex accounting topics due to lack of sufficient personnel. We have concluded that this material weakness in our internal control over financial reporting was due to the fact that we had limited resources and did not have the necessary business processes and related internal controls formally designed and implemented coupled with the appropriate resources to oversee our business processes and controls and has been remediated as of December 31, 2024. A material weakness (as defined in Rule 12b-2 under the Exchange Act) is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Remediation Efforts to Address Material Weakness

During 2024, we have taken a number of actions to improve the Company’s internal control over financial reporting in an effort to remediate the material weakness, We have implemented measures designed to improve our internal control over financial reporting, including strengthening reviews by our finance team as well as expanding our accounting and finance team to add additional qualified accounting and finance resources which includes augmenting our finance team with third party consultants that possess the required expertise to assist management with its review of complex accounting topics.

We implemented and formally documented improved processes and controls, including process narratives and risk and control matrices, to appropriately mitigate risks of material misstatement to the financial statements. We implemented enhanced procedures to make sure all steps are being performed as part of the control procedures to detect any material issues, and that the correct individuals are assigned as control owners to ensure that an appropriate, sufficient, and independent review is taking place. Our remediated controls have been operating for a sufficient period of time and we have concluded, through testing, that these controls are operating effectively and that the material weakness is remediated as of December 31, 2024.

Changes in Internal Control over Financial Reporting

Except with respect to the changes in connection with our implementation of the remediation plan discussed above, there have been no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.