{"url_path":"/sec/hmelf/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 CONTROLS AND PROCEDURES**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1853630/0001213900-26-056780-index.html","accession_number":"0001213900-26-056780","cik":"0001853630","ticker":"HMELF","issuer_name":"Hold Me Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1853630/0001213900-26-056780-index.html","primary_entity_key":"0001853630","primary_entity_name":"Hold Me Ltd"},"word_count":428,"has_tables":true,"body_markdown":"**ITEM\n15. CONTROLS AND PROCEDURES**\n\n \n\n**Disclosure\nControls and Procedures**\n\n \n\nIn the course of auditing our consolidated financial statements for\nthe year ended December 31, 2025, we identified several material weaknesses in our internal control over financial reporting and\nother control deficiencies as of December 31, 2025. A “material weakness” is a deficiency, or a combination of deficiencies,\nin internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s\nannual or interim financial statements will not be prevented or detected on a timely basis.\n\n \n\nThe\nmaterial weaknesses identified to date relate to (i) a lack of accounting staff and resources with appropriate knowledge of generally\naccepted accounting principles in the United States (“U.S. GAAP”) and SEC reporting and compliance requirements; (ii) a lack\nof sufficient documented financial closing policies and procedures; (iii) a lack of independent directors and an audit committee; (iv)\nlack of risk assessment in accordance with the requirement of COSO 2013 framework and (v) a lack of an effective review process by the\naccounting manager which led to material audit adjustments to the financial statements.\n\n \n\nFollowing\nthe identification of the material weaknesses and control deficiencies, we plan to continue to take remedial measures including (i) hiring\nmore qualified accounting personnel with relevant U.S. GAAP and SEC reporting experience and qualifications to strengthen the financial\nreporting function and to set up a financial and system control framework; (ii) implementing regular and continuous U.S. GAAP accounting\nand financial reporting training programs for our accounting and financial reporting personnel; (iii) setting up an internal audit function\nas well as engaging an external consulting firm to assist us with assessment of Sarbanes-Oxley compliance requirements and improvement\nof overall internal control; and (iv) appointing independent directors, establishing an audit committee, and strengthening corporate\ngovernance. We did not take any of the foregoing measures during the year ended December 31, 2025.\n\n \n\n**Management\nAnnual Report on Internal Control over Financial Reporting**\n\n \n\nThis\nAnnual Report does not include a report of management’s assessment regarding internal control over financial reporting due to a\ntransition period established by rules of the SEC for newly public companies.\n\n \n\n**Changes\nin Internal Control Over Financial Reporting**\n\n \n\nThis\nAnnual Report does not include an attestation report of our independent registered public accounting firm due to a transition period\nestablished by rules of the SEC for newly public companies. Additionally, our independent registered public accounting firm will not\nbe required to opine on the effectiveness of our internal control over financial reporting until we are no longer an emerging growth\ncompany.\n\n \n\n48"}