TON Strategy Co

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

Ton Strategy Company

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Ton Strategy Company (formerly Verb Technology Company, Inc.) (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for 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 the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

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 audits. 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 audits 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 audits, 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 audits 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 audits 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 audits provide 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 consolidated 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 consolidated 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 consolidated 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.

Critical Audit Matter 1 - Existence, Valuation and Presentation/Disclosure of Digital Assets - Refer to Notes 2, 3, and 4, of the financial statements

As of December 31, 2025, the Company held material digital asset balances, consisting primarily of Toncoin recorded at fair value in accordance with ASC 350-60 and ASU 2023-08. As disclosed in consolidated financial statements, the Company adopted a TON Treasury Strategy during the year, which included acquiring, staking, and holding digital assets through third-party custodial arrangements. Due to significant price volatility, evolving accounting guidance, and the use of blockchain-based records rather than traditional financial institution confirmations, management applied significant judgement in determining the existence, valuation, and presentation and disclosure of the Company’s digital asset holding as of year-end.

We identified the existence, valuation, and presentation and disclosure of digital assets as a critical audit matter due to the following:

Our audit procedures related to the existence, valuation, and presentation and disclosure of the Company’s digital asset holdings included, among others, the following:

Critical Audit Matter 2 – Existence of Staking Revenue - Refer to Notes 2, 3, and 4, of the financial statements

The Company generated material revenue from staking activities for the year ending December 31, 2025, which involves the validation of transactions on The Open Network blockchain and the subsequent receipt of additional Toncoin. Staking rewards are received in-kind and measured at fair value at the date of receipt. The revenue recognition and valuation of these staking activities are complex due to the decentralized nature of the blockchain protocol, the absence of a traditional counterparty, the volatility of digital asset prices, and the management of judgement required in determining the appropriate revenue recognition framework and measurement timing.

Our audit procedures related to valuation of the existence, completeness, and valuation of the Company’s staking revenue included, among others:

Critical Audit Matter 3 - Valuation of Income Tax - Refer to Note 2 of the financial statements

The Company has not recorded liabilities or expenses related to an uncertain tax position relating to digital assets based on its interpretation and application of U.S. federal and state income tax laws. These positions primarily relate to the fair value of the Toncoin for tax purposes which was received in exchange for USDT. These positions require significant judgement and estimation from management. The determination of whether tax positions are more likely than not to be sustained upon examination, and requires significant judgment and is based on interpretations of complex tax laws and regulations, and assessment of potential outcomes of ongoing or future examinations by taxing authorities.

We identified the valuation of income tax as a critical audit matter due to the significant judgment required by management, the complexity of the applicable tax laws, the subjectivity involved in assessing technical merits and potential outcomes, and the extent of auditor judgment and use of tax specialists required to evaluate the reasonableness of management’s conclusions.

Our audit procedures related to valuation of the uncertain tax positions included, among others:

/s/GRASSI & CO., CPAs, P.C.

GRASSI & CO., CPAs, P.C.

We have served as the Company’s auditor since 2023.

Jericho, New York

March 31, 2026