AMASS BRANDS

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

In connection with the preparation of this Quarterly Report on Form 10-Q, our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2026. Based on that evaluation, and as a result of the material weaknesses in our internal control over financial reporting described below, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2026, our disclosure controls and procedures were not effective at the reasonable assurance level.

Material Weaknesses

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

In connection with the audit of our financial statements, our independent registered public accounting firm identified, and management concurred with, the following two material weaknesses in our internal control over financial reporting:

Notwithstanding the material weaknesses described above, our management has concluded that the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q present fairly, in all material respects, our financial position, results of operations and cash flows as of and for the periods presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Remediation Plan

Our management, with the oversight of the Audit Committee of our Board of Directors, has adopted a formal remediation plan (the “Remediation Plan”) designed to remediate the material weaknesses described above and to enhance our internal control over financial reporting. The Remediation Plan is organized into two workstreams, each directly addressing one of the identified material weaknesses. The Remediation Plan is being implemented under the oversight of the Audit Committee, which receives quarterly progress reports, and is monitored by a Remediation Steering Committee comprised of our Chief Financial Officer and Controller. Principal remediation activities include the following.

With respect to accounting and financial reporting policies and procedures, we are:

With respect to segregation of duties, we are:

We expect to substantially complete the remediation activities within twelve months of the adoption of the Remediation Plan, but in no event later than the filing of our first Annual Report on Form 10-K that requires a management assessment of internal control over financial reporting under Section 404(a) of the Sarbanes-Oxley Act of 2002. We will not consider the material weaknesses to be remediated until the applicable controls have been designed appropriately and have operated effectively for a sufficient period of time (at a minimum, two consecutive quarterly close cycles) to permit management to conclude, through testing, that the controls are operating effectively, and until the Audit Committee has reviewed and concurred with management’s conclusion. As an “emerging growth company” within the meaning of the Jumpstart Our Business Startups Act of 2012, our independent registered public accounting firm is not required to attest to the effectiveness of our internal control over financial reporting for so long as we qualify as an emerging growth company. We can give no assurance that our remediation efforts will be successful or that additional material weaknesses will not be identified in the future.

Changes in Internal Control Over Financial Reporting

Except for the ongoing implementation of the remediation activities described above, there were no 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 quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.