{"url_path":"/sec/cik-0002011134/10-k/2026/item-9a","section_key":"item-9a","section_title":"Item 9A ** **CONTROLS AND PROCEDURES**","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-07-22","source_url":"https://www.sec.gov/Archives/edgar/data/2011134/0002011134-26-000019-index.html","accession_number":"0002011134-26-000019","cik":"0002011134","ticker":null,"issuer_name":"Kioni Holdings Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/2011134/0002011134-26-000019-index.html","primary_entity_key":"0002011134","primary_entity_name":"Kioni Holdings Ltd"},"word_count":581,"has_tables":true,"body_markdown":"** **\n\n**ITEM 9A.** **CONTROLS AND PROCEDURES**\n\n \n\n**Evaluation of Disclosure Controls and Procedures**\n\n \n\nAs required by Rule 13a-15 under the Exchange Act,\nour management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025.\n\n \n\nOur management, with the participation of our president\n(our principal executive officer, principal accounting officer and principal financial officer), evaluated the effectiveness of our disclosure\ncontrols and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended\n(the “Exchange Act”)) as of the end of the period covered by this report. Based on this evaluation, our president (our principal\nexecutive officer, principal accounting officer and principal financial officer) has concluded that, as of the end of such period, our\ndisclosure controls and procedures were not effective to ensure that information that is required to be disclosed by us in the reports\nwe file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the\nSEC’s rules and forms and (ii) accumulated and communicated to our management, including our president (our principal executive\nofficer and our principal accounting officer and principal financial officer), as appropriate, to allow timely decisions regarding required\ndisclosure.\n\n \n\n**Management’s Report on Internal Control over\nFinancial Reporting**\n\n \n\nManagement is responsible for establishing and maintaining\nadequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control\nover financial reporting is a process designed by, or under the supervision of, our president (our principal executive officer and our\nprincipal accounting officer and principal financial officer), to provide reasonable assurance regarding the reliability of financial\nreporting and the preparation of financial statements in accordance with GAAP. Internal control over financial reporting includes those\npolicies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions\nand dispositions of the assets of our company; (2) provide reasonable assurance that transactions are recorded as necessary to permit\npreparation of financial statements in accordance with GAAP, and that receipts and expenditures of our company are being made only in\naccordance with authorizations of management and directors of our company; and (3) provide reasonable assurance regarding prevention or\ntimely detection of unauthorized acquisition, use, or disposition of our company’s assets that could have a material effect on the\nfinancial statements. Because of its inherent limitations, internal control over financial reporting may not provide absolute assurance\nthat a misstatement of our financial statements would be prevented or detected.\n\n \n\nFurther, the evaluation of the effectiveness of internal\ncontrol over financial reporting was made as of a specific date, and continued effectiveness in future periods is subject to the risks\nthat controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures\nmay deteriorate.\n\n \n\nThis annual report does not include an attestation\nreport from our registered public accounting firm regarding internal control over financial reporting. The management’s report was\nnot subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit\nus to provide only the management’s report in this annual report.\n\n \n\n**Changes in Internal Control over Financial Reporting**\n\n \n\nThere have been no changes in our internal controls\nover financial reporting that occurred during the year ended December 31, 2025, that have materially or are reasonably likely to materially\naffect our internal controls over financial reporting."}