Onar Holding Corp

To:

The Board of Directors and Stockholders of

ONAR Holding Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of ONAR Holding Corporation (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as 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, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

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

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has experienced recurring losses from operations, negative cash flows from operating activities and has a working capital deficit as of December 31, 2025, which raise substantial doubt about its ability to continue as a going concern. Management’s plans to address these matters 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 consolidated 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 the 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 consolidated 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 consolidated 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 consolidated 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.

Revenue Recognition - Advertising Management Services.

Description of the Matter

As described in Note 1 to the consolidated financial statements, the Company recognizes revenue from its Advertising Management Services revenue stream from strategic consulting, paid advertising, web development, and creative services provided under Master Services Agreements (“MSAs”) and related Statements of Work (“SOWs”). Revenue is recognized over time as the related performance obligations are satisfied based on the contractual terms over the applicable service period, generally at fixed monthly amounts.

We identified revenue recognition related to Advertising Management Services as a critical audit matter because auditing the Company’s determination of the timing and satisfaction of performance obligations involved a high degree of auditor judgment and effort. In particular, significant auditor judgment and effort was required in evaluating management’s assessment of the identification of performance obligations, the timing of satisfaction of such obligations, and whether revenue was recognized in the appropriate reporting period.

How the Critical Audit Matter Was Addressed in the Audit

The primary procedures we performed to assess this critical audit matter included the following, among others:

/s/WWC, P.C.

Certified Public Accountants

PCAOB ID:1171

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

San Mateo, CA

June 11, 2026