{"url_path":"/sec/cik-0002071489/10-k/2026/item-9a","section_key":"item-9a","section_title":"Item 9A CONTROLS AND PROCEDURES**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/2071489/0001493152-26-030051-index.html","accession_number":"0001493152-26-030051","cik":"0002071489","ticker":null,"issuer_name":"Yellowstone Group Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2071489/0001493152-26-030051-index.html","primary_entity_key":"0002071489","primary_entity_name":"Yellowstone Group Ltd."},"word_count":1079,"has_tables":true,"body_markdown":"**ITEM\n9A. CONTROLS AND PROCEDURES**\n\n \n\n**Evaluation\nof Disclosure Controls and Procedures**\n\n \n\nWe\nconducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer, of\nthe effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures”,\nas defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means\ncontrols and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the\nreports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified\nin the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures also include, without limitation,\ncontrols and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits\nunder the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal\nfinancial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.\nBased on this evaluation, our Chief Executive Officer concluded as of March 31, 2026, that our disclosure controls and procedures were\nnot effective. The matters involving internal controls and procedures that our management considered to be material weaknesses under\nthe standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority\nof independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in\nthe establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties and effective risk\nassessment ; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements\nand application of both US GAAP and SEC guidelines; and (4) lack of internal audit function due to the fact that the Company lacks qualified\nresources to perform the internal audit functions properly and that the scope and effectiveness of the internal audit function are yet\nto be developed. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review\nof our financial statements as of March 31, 2026.\n\n \n\n15\n\n \n\n \n\nManagement\nbelieves that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However,\nmanagement believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors\nresults in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result\nin a material misstatement in our financial statements in future periods.\n\n \n\n**Management’s\nReport on Internal Control Over Financial Reporting**\n\n \n\nOur\nmanagement is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f)\nand 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding\nthe reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally\naccepted accounting principles. The internal controls for the Company are provided by executive management’s review and approval\nof all transactions. Our internal control over financial reporting also includes those policies and procedures that:\n\n \n\n \n●\nPertain\nto the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets\nof the Company;\n\n \n \n \n\n \n●\nProvide\nreasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with\naccounting principles generally accepted in the United States of America and that receipts and expenditures of the Company are being\nmade only in accordance with authorizations of management and directors of the Company; and\n\n \n \n \n\n \n●\nProvide\nreasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s\nassets that could have a material effect on the financial statements.\n\n \n\nBecause\nof its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of\nany evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,\nor that the degree of compliance with the policies or procedures may deteriorate.\n\n \n\nManagement\nassessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2026. In making this assessment,\nmanagement used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated\nFramework. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing\nof the operational effectiveness of these controls.\n\n \n\n16\n\n \n\n \n\nBased\non this assessment, management has concluded that as of March 31, 2026, our internal control over financial reporting was not effective\nto provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external\npurposes in accordance with U.S. generally accepted accounting principles. In an effort to remediate the identified material weaknesses\nand other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:\n\n \n\nWe\nwill increase our personnel resources and technical accounting expertise within the accounting function. We will create a position to\nsegregate duties consistent with control objectives. And, we plan to appoint one or more outside directors to our board of directors\nwho shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the\nestablishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made\nby management when funds are available to us.\n\n \n\nWe\nanticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2026.\n\n \n\n**Changes\nin Internal Control over Financial Reporting**\n\n \n\nThere\nwas no change in our internal controls over financial reporting that occurred during the period covered by this Report, which has materially\naffected, or is reasonably likely to materially affect, our internal controls over financial reporting:\n\n \n\nThis\nannual report does not include an attestation report of the Company’s registered independent public accounting firm regarding internal\ncontrol over financial reporting. Management’s report was not subject to attestation by the Company’s registered independent\npublic accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s\nreport in this Annual Report on Form 10-K."}