Newton Golf Company, Inc.

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Principal Financial Officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this Annual Report on Form 10-K.

Based on that evaluation, our Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2025 to provide reasonable assurance that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Management concluded that disclosure controls and procedures were not effective as of December 31, 2025.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.

Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, based on the criteria established in the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025.

Management completed the remediation of previously identified material weaknesses that existed as of December 31, 2024. Remediation efforts included strengthening the Company’s finance and accounting organization, enhancing segregation of duties, and implementing additional processes and controls over financial reporting. Management will continue to monitor the effectiveness of these controls and may implement additional enhancements as the Company’s operations continue to grow.

During 2025, the Company restructured and expanded its finance and accounting organization, including the hiring of a new Chief Financial Officer, Controller, Director of SEC Reporting, and additional accounting personnel. The Company also implemented several improvements to its internal control environment, including enhancements to bill of materials management, inventory accounting processes, and financial reporting procedures. These improvements were implemented by the new Chief Financial Officer and Controller in connection with the Company’s review and correction of certain product costing information within its enterprise resource planning system and the related inventory valuation adjustment recorded during the year.

These changes were implemented to strengthen financial reporting oversight, improve internal controls, and establish greater segregation of duties within the accounting and financial reporting functionsand contributed to the remediation of previously identified material weaknesses in internal control over financial reporting.

As part of this process, the Company also made personnel changes within its finance and accounting organization to better align the team with the Company’s internal control and financial reporting objectives. Management believes that the current finance and accounting structure provides a stronger control environment and improved oversight of the Company’s financial reporting processes.

This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting because the Company qualifies as an emerging growth company and is therefore not required to obtain such an attestation.

Changes in Internal Control over Financial Reporting

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

Inherent Limitations on Effectiveness of Controls

Internal control over financial reporting has inherent limitations and may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that compliance with policies or procedures may deteriorate.

Because of these inherent limitations, even effective internal control over financial reporting can provide only reasonable assurance regarding the preparation and presentation of financial statements in accordance with U.S. GAAP.