Snail, Inc.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of December 31, 2025. Based on this evaluation, our Company’s Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of such date.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for our Company. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

Under the supervision and with the participation of management, including the persons serving as our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2025.

Remediation of Prior Material Weaknesses

As previously disclosed in our Annual Report on Form 10-K, for the year ended December 31, 2024, we identified material weaknesses in our internal control over financial reporting. The material weakness related to the failure to properly value the fair value of warrants related to the convertible notes and equity line of credit in accordance with ASC 820Fair Value Measurement. Specifically, we did not have an adequate review process in place to validate the inputs and assumptions used in the valuation of complex financial instruments, leading to a potential material misstatement in the financial statements. We relied heavily on external valuation reports without a formalized internal process to validate the underlying inputs, assumptions and methodologies.

To remediate this material weakness management designed and implemented comprehensive remediation efforts, which included:

Following the implementation of comprehensive remediation efforts, we have addressed the material weakness related to the valuation of warrant liabilities. The newly implemented controls and the engagement of qualified third party experts have been operated effectively. Based on managements evaluation of the design and operating effectiveness of the enhanced controls, including operation over multiple reporting periods, management believes the material weakness related to the valuation of warrant liabilities has been remediated as of December 31, 2025, and its internal control over financial reporting was effective as of December 31, 2025.

Changes in Internal Control Over Financial Reporting

Except for the remediation efforts described above, we have not made changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the year ended December 31, 2025, which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting other than the remediation efforts described above.

Attestation Report of Independent Registered Public Accounting Firm

This Annual Report does not include an attestation report of our registered independent public accounting firm regarding internal control over financial reporting due to the Company’s status as a non-accelerated filer and the exemption established by the JOBS Act for “emerging growth companies.”