Kinetic Seas Inc.

To the Board of Directors and Stockholders

Kinetic Seas Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Kinetic Seas Inc. (the “Company”) as of December 31, 2025 and 2024, and the related statements of operations, change in stockholders’ deficit, and cash flows for the years then ended December 31, 2025, and 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the 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 then ended December 31, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these 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 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 audit included performing procedures to assess the risks of material misstatement of the 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 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 financial statements. We believe that our audit provides a reasonable basis for our opinion.

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

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses from operations and has a net capital deficiency for the period ended December 31, 2025 that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.** **

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the Board of Directors 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.

Description of the Matter

As described in Note 12 to the financial statements, during 2025 the Company entered into a transaction with Sagtec Global Limited (the “Sagtec transaction”) related to the Company’s technology platform, under which consideration included product license, development services, equity and contingent future revenue participation, and where certain implementation, delivery, customer acceptance and other contractual conditions remained subject to ongoing review and evaluation as of December 31, 2025. Management evaluated the transaction under ASC 606, assessed identification and separation of performance obligations, determination of the transaction price (including variable consideration and consideration in the form of equity), allocation of the transaction price to performance obligations, and the timing of transfer of control; based on that assessment management recognized revenue to the extent it concluded the revenue recognition criteria had been satisfied and deferred amounts related to undelivered elements or unresolved contingencies.

How we addressed the matter in our audit

To test management’s revenue recognition for the Sagtec transaction we performed procedures that included, among others:

Based on the procedures described above, we determined that management’s revenue recognition related to the Sagtec transaction for the year ended December 31, 2025 was reasonable in the context of U.S. generally accepted accounting principles.

/s/Bush & Associates CPA LLC

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

Bush & Associates CPA LLC,

9555 S. Eastern Ave., Suite 280,

Las Vegas, NV 89123

May 29, 2026

PCAOB ID Number 6797