GridAI Technologies Corp.

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Entero Therapeutics, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Entero Therapeutics, Inc. (the “Company”) as of December 31, 2024, the related consolidated statements of operations and comprehensive loss, mezzanine equity and changes in stockholders’ equity and cash flows, for the year then ended, and the related notes (collectively, the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

We have also audited the adjustments to the 2023 financial statements to retrospectively apply the change in accounting for ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, discussed in Note 2 and Note 19. In our opinion, such adjustments are appropriate and have been properly applied. We were not engaged to audit, review, or apply any procedures to the 2023 financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2023 financial statements taken as a whole.

Substantial Doubt About the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared as if the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred significant operating losses and negative cash flows from operations since inception. The Company also has an accumulated deficit of approximately $202.3 million. Subsequent to December 31, 2024, the Company closed on a revolving loan agreement in the principal amount of $2.0 million. The Company is dependent on obtaining additional working capital funding from the sale of equity and/or debt securities in order to continue to execute its development plans and continue operations. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the

critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

The business combination and the related computation and allocation of the purchase price of $60,090,974 to the assets acquired and liabilities assumed, and the subsequent designation of the acquired business as held for sale at a carrying value of $60,228,511, and further designating the planned disposal of the recent acquisition as discontinued operations, has been identified as a critical audit matter.

Allocation of purchase price in accordance with ASC 805 (Business Combination) and subsequent determination of carrying value for a recently acquired business that is designated as held for sale and discontinued operations

Critical Audit Matter Description

As discussed in Notes 3 and 4 to the consolidated financial statements the Company entered into a business combination in March 2024. The Company allocated the total purchase price of the acquisition to the identifiable tangible and intangible assets acquired (including intangibles recognized) and liabilities assumed, based on their respective fair values as of the date of acquisition. Subsequent to the acquisition, the Company designated the acquired assets and liabilities assumed as held for sale at the same fair value. The determination of fair value at acquisition for certain intangibles like IPR&D requires management to make significant estimates and assumptions related to forecasts of future revenues and expenses, cost to completion and discount rates. Further, when these acquired assets were subsequently designated as held for sale, there are estimates, judgement and subjectivity involved in determining their anticipated selling price less cost to sell.

Considering the significant estimation, judgement, and subjectivity required in determining the future cash flows used to compute the fair value of recognized intangible assets, especially IPR&D; and the estimation, judgement and subjectivity in determining the estimated selling price less cost to sell, for purposes of computing the carrying value of assets held for sale, required a high degree of auditor judgement and subjectivity. Lastly, evaluating whether those assets held for sale also satisfied discontinued operations criteria of being material and causing a strategic shift in operations, required judgement.

How the Critical Matter Was Addressed in the Audit

Our audit procedures related to the business combination and subsequent determination of the acquired assets/liabilities meeting held for sale and discontinued operations criteria, included the following procedures, among others:

Evaluated the appropriateness of the valuation methodologies used, as well as auditing the key assumptions and inputs utilized by management in the valuation models, including anticipated future cash flows, discount rates, market multiples, risk-free rate, and other inputs, as applicable. To this effect, we utilized our valuation expert to help assist in independently replicating valuation models utilized in computing fair value and evaluating the reasonableness of underlying assumptions and estimates.

/s/Macias Gini & O’Connell LLP

We have served as the Company’s auditor since 2024.

Melville, NY