Onar Holding Corp

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including the Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosures.

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this Annual Report on Form 10-K, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2025, as required by Rule 13a-15 of the Exchange Act. Based on the evaluation described above, our management, including our Principal Executive Officer and Principal Financial Officer, concluded that, as of December 31, 2025, our disclosure controls and procedures were not effective.

Material Weakness No. 1 – Segregation of Duties and Control Environment

The Company did not maintain an effective control environment due to limited accounting personnel and insufficient segregation of duties across key financial reporting processes. Specifically, responsibilities related to initiating, authorizing, recording, and reviewing transactions were not adequately segregated among independent personnel. In addition, the Company did not consistently retain documentation evidencing the review and approval of key financial reporting controls. This control deficiency creates a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements would not be prevented or detected on a timely basis.

Material Weakness No. 2 – Financial Reporting Process and Technical Accounting Review Controls

The Company did not maintain effective controls over its financial reporting process, including controls over the preparation and review of financial statements, technical accounting analyses, reconciliations, and SEC reporting disclosures. The Company did not maintain a sufficient complement of personnel and resources with the appropriate level of U.S. GAAP and SEC reporting knowledge, training, and experience to appropriately analyze, record, review, and disclose complex accounting matters on a timely and accurate basis. During the year-end financial reporting and audit process, multiple adjustments and disclosure revisions were required in areas involving significant accounting judgment, including debt and interest accounting, equity transactions, business combinations and divestitures, goodwill, revenue recognition, and related financial statement disclosures. This control deficiency creates a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements would not be prevented or detected on a timely basis.

Management’s Report on Internal Control over Financial Reporting** **

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act and is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - integrated Framework (2013).

Based on its evaluation, our management has concluded that, as of December 31, 2025 our internal control over financial reporting were not effective.

We are a smaller reporting company and are exempt from the requirement for an attestation report on the Company’s internal controls over financial reporting by our registered public accounting firm.

Remediation of Material Weaknesses

Management, with oversight from our Board of Directors, has begun implementing a plan to remediate the material weaknesses described above. The actions taken and underway include: (i) the Company is strengthening its finance function, including recruiting a new Chief Financial Officer and additional qualified accounting personnel with appropriate U.S. GAAP and SEC reporting experience; (ii) the Company engaged external accounting and SEC reporting advisors to assist in the preparation and review of its financial statements and the evaluation of complex and non-routine transactions; (iii) the Company is designing and implementing formal, documented period-end close procedures, including account reconciliations, multi-level review of significant and non-routine transactions, and improved segregation of duties; and (iv) the Company strengthened its Board during fiscal year 2025, including the addition of independent directors and the appointment of an independent Chairman. As of the date of this Annual Report, the material weaknesses have not been fully remediated. The material weaknesses will not be considered remediated until the applicable controls have operated for a sufficient period and management has concluded, through testing, that they are operating effectively. These efforts remain subject to the Company's available financial and personnel resources.

Changes in Internal Control Over Financial Reporting

Other than the remediation efforts described above, there were no changes in our internal control over financial reporting during the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.