false --12-31 Q3 0001760233 0001760233 2024-01-01 2024-09-30 0001760233 2024-11-12 0001760233 2024-09-30 0001760233 2023-12-31 0001760233 2024-07-01 2024-09-30 0001760233 2023-07-01 2023-09-30 0001760233 2023-01-01 2023-09-30 0001760233 GIFT:SuccessorMember us-gaap:PreferredStockMember 2024-06-30 0001760233 GIFT:SuccessorMember us-gaap:CommonStockMember 2024-06-30 0001760233 GIFT:SuccessorMember GIFT:CommonStockIssuableMember 2024-06-30 0001760233 GIFT:SuccessorMember us-gaap:AdditionalPaidInCapitalMember 2024-06-30 0001760233 GIFT:SuccessorMember us-gaap:RetainedEarningsMember 2024-06-30 0001760233 2024-06-30 0001760233 GIFT:SuccessorMember us-gaap:PreferredStockMember 2023-12-31 0001760233 GIFT:SuccessorMember us-gaap:CommonStockMember 2023-12-31 0001760233 GIFT:SuccessorMember GIFT:CommonStockIssuableMember 2023-12-31 0001760233 GIFT:SuccessorMember us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001760233 GIFT:SuccessorMember us-gaap:RetainedEarningsMember 2023-12-31 0001760233 us-gaap:PreferredStockMember 2023-06-30 0001760233 us-gaap:CommonStockMember 2023-06-30 0001760233 GIFT:CommonStockIssuableMember 2023-06-30 0001760233 us-gaap:AdditionalPaidInCapitalMember 2023-06-30 0001760233 us-gaap:RetainedEarningsMember 2023-06-30 0001760233 2023-06-30 0001760233 us-gaap:PreferredStockMember 2022-12-31 0001760233 us-gaap:CommonStockMember 2022-12-31 0001760233 GIFT:CommonStockIssuableMember 2022-12-31 0001760233 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001760233 us-gaap:RetainedEarningsMember 2022-12-31 0001760233 2022-12-31 0001760233 GIFT:SuccessorMember us-gaap:PreferredStockMember 2024-07-01 2024-09-30 0001760233 GIFT:SuccessorMember us-gaap:CommonStockMember 2024-07-01 2024-09-30 0001760233 GIFT:SuccessorMember GIFT:CommonStockIssuableMember 2024-07-01 2024-09-30 0001760233 GIFT:SuccessorMember us-gaap:AdditionalPaidInCapitalMember 2024-07-01 2024-09-30 0001760233 GIFT:SuccessorMember us-gaap:RetainedEarningsMember 2024-07-01 2024-09-30 0001760233 GIFT:SuccessorMember us-gaap:PreferredStockMember 2024-01-01 2024-09-30 0001760233 GIFT:SuccessorMember us-gaap:CommonStockMember 2024-01-01 2024-09-30 0001760233 GIFT:SuccessorMember GIFT:CommonStockIssuableMember 2024-01-01 2024-09-30 0001760233 GIFT:SuccessorMember us-gaap:AdditionalPaidInCapitalMember 2024-01-01 2024-09-30 0001760233 GIFT:SuccessorMember us-gaap:RetainedEarningsMember 2024-01-01 2024-09-30 0001760233 us-gaap:PreferredStockMember 2023-07-01 2023-09-30 0001760233 us-gaap:CommonStockMember 2023-07-01 2023-09-30 0001760233 GIFT:CommonStockIssuableMember 2023-07-01 2023-09-30 0001760233 us-gaap:AdditionalPaidInCapitalMember 2023-07-01 2023-09-30 0001760233 us-gaap:RetainedEarningsMember 2023-07-01 2023-09-30 0001760233 us-gaap:PreferredStockMember 2023-01-01 2023-09-30 0001760233 us-gaap:CommonStockMember 2023-01-01 2023-09-30 0001760233 GIFT:CommonStockIssuableMember 2023-01-01 2023-09-30 0001760233 us-gaap:AdditionalPaidInCapitalMember 2023-01-01 2023-09-30 0001760233 us-gaap:RetainedEarningsMember 2023-01-01 2023-09-30 0001760233 GIFT:SuccessorMember us-gaap:PreferredStockMember 2024-09-30 0001760233 GIFT:SuccessorMember us-gaap:CommonStockMember 2024-09-30 0001760233 GIFT:SuccessorMember GIFT:CommonStockIssuableMember 2024-09-30 0001760233 GIFT:SuccessorMember us-gaap:AdditionalPaidInCapitalMember 2024-09-30 0001760233 GIFT:SuccessorMember us-gaap:RetainedEarningsMember 2024-09-30 0001760233 us-gaap:PreferredStockMember 2023-09-30 0001760233 us-gaap:CommonStockMember 2023-09-30 0001760233 GIFT:CommonStockIssuableMember 2023-09-30 0001760233 us-gaap:AdditionalPaidInCapitalMember 2023-09-30 0001760233 us-gaap:RetainedEarningsMember 2023-09-30 0001760233 2023-09-30 0001760233 GIFT:GiftCardsMember us-gaap:SalesChannelDirectlyToConsumerMember 2024-07-01 2024-09-30 0001760233 GIFT:RestaurantCouponsMember us-gaap:SalesChannelDirectlyToConsumerMember 2024-07-01 2024-09-30 0001760233 GIFT:SaleOfTravelVacationAndMerchandiseMember us-gaap:SalesChannelDirectlyToConsumerMember 2024-07-01 2024-09-30 0001760233 us-gaap:AdvertisingMember us-gaap:SalesChannelDirectlyToConsumerMember 2024-07-01 2024-09-30 0001760233 us-gaap:SalesChannelDirectlyToConsumerMember 2024-07-01 2024-09-30 0001760233 GIFT:GiftCardsMember GIFT:BusinessToBusinessMember 2024-07-01 2024-09-30 0001760233 GIFT:RestaurantCouponsMember GIFT:BusinessToBusinessMember 2024-07-01 2024-09-30 0001760233 GIFT:SaleOfTravelVacationAndMerchandiseMember GIFT:BusinessToBusinessMember 2024-07-01 2024-09-30 0001760233 us-gaap:AdvertisingMember GIFT:BusinessToBusinessMember 2024-07-01 2024-09-30 0001760233 GIFT:BusinessToBusinessMember 2024-07-01 2024-09-30 0001760233 GIFT:GiftCardsMember GIFT:OtherMember 2024-07-01 2024-09-30 0001760233 GIFT:RestaurantCouponsMember GIFT:OtherMember 2024-07-01 2024-09-30 0001760233 GIFT:SaleOfTravelVacationAndMerchandiseMember GIFT:OtherMember 2024-07-01 2024-09-30 0001760233 us-gaap:AdvertisingMember GIFT:OtherMember 2024-07-01 2024-09-30 0001760233 GIFT:OtherMember 2024-07-01 2024-09-30 0001760233 GIFT:GiftCardsMember 2024-07-01 2024-09-30 0001760233 GIFT:RestaurantCouponsMember 2024-07-01 2024-09-30 0001760233 GIFT:SaleOfTravelVacationAndMerchandiseMember 2024-07-01 2024-09-30 0001760233 us-gaap:AdvertisingMember 2024-07-01 2024-09-30 0001760233 GIFT:GiftCardsMember us-gaap:SalesChannelDirectlyToConsumerMember 2023-07-01 2023-09-30 0001760233 GIFT:RestaurantCouponsMember us-gaap:SalesChannelDirectlyToConsumerMember 2023-07-01 2023-09-30 0001760233 GIFT:SaleOfTravelVacationAndMerchandiseMember us-gaap:SalesChannelDirectlyToConsumerMember 2023-07-01 2023-09-30 0001760233 us-gaap:AdvertisingMember us-gaap:SalesChannelDirectlyToConsumerMember 2023-07-01 2023-09-30 0001760233 us-gaap:SalesChannelDirectlyToConsumerMember 2023-07-01 2023-09-30 0001760233 GIFT:GiftCardsMember GIFT:BusinessToBusinessMember 2023-07-01 2023-09-30 0001760233 GIFT:RestaurantCouponsMember GIFT:BusinessToBusinessMember 2023-07-01 2023-09-30 0001760233 GIFT:SaleOfTravelVacationAndMerchandiseMember GIFT:BusinessToBusinessMember 2023-07-01 2023-09-30 0001760233 us-gaap:AdvertisingMember GIFT:BusinessToBusinessMember 2023-07-01 2023-09-30 0001760233 GIFT:BusinessToBusinessMember 2023-07-01 2023-09-30 0001760233 GIFT:GiftCardsMember GIFT:OtherMember 2023-07-01 2023-09-30 0001760233 GIFT:RestaurantCouponsMember GIFT:OtherMember 2023-07-01 2023-09-30 0001760233 GIFT:SaleOfTravelVacationAndMerchandiseMember GIFT:OtherMember 2023-07-01 2023-09-30 0001760233 us-gaap:AdvertisingMember GIFT:OtherMember 2023-07-01 2023-09-30 0001760233 GIFT:OtherMember 2023-07-01 2023-09-30 0001760233 GIFT:GiftCardsMember 2023-07-01 2023-09-30 0001760233 GIFT:RestaurantCouponsMember 2023-07-01 2023-09-30 0001760233 GIFT:SaleOfTravelVacationAndMerchandiseMember 2023-07-01 2023-09-30 0001760233 us-gaap:AdvertisingMember 2023-07-01 2023-09-30 0001760233 GIFT:GiftCardsMember us-gaap:SalesChannelDirectlyToConsumerMember 2024-01-01 2024-09-30 0001760233 GIFT:RestaurantCouponsMember us-gaap:SalesChannelDirectlyToConsumerMember 2024-01-01 2024-09-30 0001760233 GIFT:SaleOfTravelVacationAndMerchandiseMember us-gaap:SalesChannelDirectlyToConsumerMember 2024-01-01 2024-09-30 0001760233 us-gaap:AdvertisingMember us-gaap:SalesChannelDirectlyToConsumerMember 2024-01-01 2024-09-30 0001760233 us-gaap:SalesChannelDirectlyToConsumerMember 2024-01-01 2024-09-30 0001760233 GIFT:GiftCardsMember GIFT:BusinessToBusinessMember 2024-01-01 2024-09-30 0001760233 GIFT:RestaurantCouponsMember GIFT:BusinessToBusinessMember 2024-01-01 2024-09-30 0001760233 GIFT:SaleOfTravelVacationAndMerchandiseMember GIFT:BusinessToBusinessMember 2024-01-01 2024-09-30 0001760233 us-gaap:AdvertisingMember GIFT:BusinessToBusinessMember 2024-01-01 2024-09-30 0001760233 GIFT:BusinessToBusinessMember 2024-01-01 2024-09-30 0001760233 GIFT:GiftCardsMember 2024-01-01 2024-09-30 0001760233 GIFT:RestaurantCouponsMember 2024-01-01 2024-09-30 0001760233 GIFT:SaleOfTravelVacationAndMerchandiseMember 2024-01-01 2024-09-30 0001760233 us-gaap:AdvertisingMember 2024-01-01 2024-09-30 0001760233 GIFT:GiftCardsMember us-gaap:SalesChannelDirectlyToConsumerMember 2023-01-01 2023-09-30 0001760233 GIFT:RestaurantCouponsMember us-gaap:SalesChannelDirectlyToConsumerMember 2023-01-01 2023-09-30 0001760233 GIFT:SaleOfTravelVacationAndMerchandiseMember us-gaap:SalesChannelDirectlyToConsumerMember 2023-01-01 2023-09-30 0001760233 us-gaap:AdvertisingMember us-gaap:SalesChannelDirectlyToConsumerMember 2023-01-01 2023-09-30 0001760233 us-gaap:SalesChannelDirectlyToConsumerMember 2023-01-01 2023-09-30 0001760233 GIFT:GiftCardsMember GIFT:BusinessToBusinessMember 2023-01-01 2023-09-30 0001760233 GIFT:RestaurantCouponsMember GIFT:BusinessToBusinessMember 2023-01-01 2023-09-30 0001760233 GIFT:SaleOfTravelVacationAndMerchandiseMember GIFT:BusinessToBusinessMember 2023-01-01 2023-09-30 0001760233 us-gaap:AdvertisingMember GIFT:BusinessToBusinessMember 2023-01-01 2023-09-30 0001760233 GIFT:BusinessToBusinessMember 2023-01-01 2023-09-30 0001760233 GIFT:GiftCardsMember 2023-01-01 2023-09-30 0001760233 GIFT:RestaurantCouponsMember 2023-01-01 2023-09-30 0001760233 GIFT:SaleOfTravelVacationAndMerchandiseMember 2023-01-01 2023-09-30 0001760233 us-gaap:AdvertisingMember 2023-01-01 2023-09-30 0001760233 GIFT:CardCashExchangeIncMember 2024-09-30 0001760233 us-gaap:CustomerConcentrationRiskMember GIFT:NoCustomersMember us-gaap:AccountsReceivableMember 2024-01-01 2024-09-30 0001760233 us-gaap:CustomerConcentrationRiskMember GIFT:NoCustomersMember us-gaap:AccountsReceivableMember 2023-01-01 2023-12-31 0001760233 us-gaap:ConvertibleDebtSecuritiesMember 2024-01-01 2024-09-30 0001760233 us-gaap:ConvertibleDebtSecuritiesMember 2023-01-01 2023-09-30 0001760233 GIFT:CommonStockIssuableMember 2024-01-01 2024-09-30 0001760233 GIFT:CommonStockIssuableMember 2023-01-01 2023-09-30 0001760233 GIFT:SeriesBConvertiblePreferredStockMember 2024-01-01 2024-09-30 0001760233 GIFT:SeriesBConvertiblePreferredStockMember 2023-01-01 2023-09-30 0001760233 us-gaap:EmployeeStockOptionMember 2024-01-01 2024-09-30 0001760233 us-gaap:EmployeeStockOptionMember 2023-01-01 2023-09-30 0001760233 GIFT:CardCashExchangeIncMember 2023-12-29 2023-12-29 0001760233 GIFT:CardCashExchangeIncMember 2023-12-29 0001760233 us-gaap:DevelopedTechnologyRightsMember GIFT:CardCashExchangeIncMember 2023-12-29 0001760233 us-gaap:TradeNamesMember GIFT:CardCashExchangeIncMember 2023-12-29 0001760233 us-gaap:CustomerRelationshipsMember GIFT:CardCashExchangeIncMember 2023-12-29 0001760233 GIFT:CardCashExchangeIncMember GIFT:DueDecemberThirtyTwoThousandTwentyFourMember 2023-12-29 2023-12-29 0001760233 GIFT:CardCashExchangeIncMember GIFT:DueDecemberThirtyTwoThousandTwentyFiveMember 2023-12-29 2023-12-29 0001760233 GIFT:CardCashExchangeIncMember 2023-01-01 2023-09-30 0001760233 GIFT:WebsiteDevelopmentCostsMember 2024-09-30 0001760233 GIFT:WebsiteDevelopmentCostsMember 2023-12-31 0001760233 us-gaap:LeaseholdImprovementsMember 2024-09-30 0001760233 us-gaap:LeaseholdImprovementsMember 2023-12-31 0001760233 us-gaap:CustomerRelationshipsMember 2024-09-30 0001760233 us-gaap:CustomerRelationshipsMember 2023-12-31 0001760233 us-gaap:TradeNamesMember 2024-09-30 0001760233 us-gaap:TradeNamesMember 2023-12-31 0001760233 us-gaap:DevelopedTechnologyRightsMember 2024-09-30 0001760233 us-gaap:DevelopedTechnologyRightsMember 2023-12-31 0001760233 us-gaap:TrademarksAndTradeNamesMember 2024-09-30 0001760233 us-gaap:NoncompeteAgreementsMember 2024-09-30 0001760233 2020-11-30 0001760233 2020-11-01 2020-11-30 0001760233 us-gaap:ConvertibleDebtMember GIFT:IncumakerIncMember 2024-09-30 0001760233 us-gaap:ConvertibleDebtMember GIFT:IncumakerIncMember 2023-12-31 0001760233 us-gaap:ConvertibleDebtMember 2024-09-30 0001760233 us-gaap:ConvertibleDebtMember 2023-12-31 0001760233 us-gaap:ConvertibleDebtMember GIFT:IncumakerIncMember 2024-01-01 2024-09-30 0001760233 GIFT:SecuredNotesPayableRelatedPartyMember 2024-09-30 0001760233 GIFT:SecuredNotesPayableRelatedPartyMember 2023-12-31 0001760233 GIFT:SecuredPromissoryNoteMember GIFT:SparsCapitalGroupLLCMember 2024-09-30 0001760233 GIFT:SecuredPromissoryNoteMember GIFT:SparsCapitalGroupLLCMember 2024-01-01 2024-09-30 0001760233 GIFT:NotesPayableMember GIFT:CardCashExchangeIncMember 2024-09-30 0001760233 GIFT:NotesPayableMember GIFT:CardCashExchangeIncMember 2023-12-31 0001760233 GIFT:NotesPayableMember GIFT:GameIQAcquisitionCorpIncMember 2024-09-30 0001760233 GIFT:NotesPayableMember GIFT:GameIQAcquisitionCorpIncMember 2023-12-31 0001760233 GIFT:EconomicInjuryDisasterLoansNotesPayableMember 2024-09-30 0001760233 GIFT:EconomicInjuryDisasterLoansNotesPayableMember 2023-12-31 0001760233 GIFT:NotesPayableMember 2024-09-30 0001760233 GIFT:NotesPayableMember 2023-12-31 0001760233 GIFT:CardCashExchangeIncMember GIFT:NotesPayableTwoMember 2023-12-29 0001760233 GIFT:CardCashExchangeIncMember GIFT:NotesPayableTwoMember 2023-12-29 2023-12-29 0001760233 GIFT:CardCashExchangeIncMember GIFT:DueDecemberThirtyTwoThousandTwentyFiveMember 2023-12-29 0001760233 GIFT:CardCashExchangeIncMember GIFT:NotesPayableOneMember 2023-12-29 0001760233 GIFT:CardCashExchangeIncMember GIFT:NotesPayableOneMember 2023-12-29 2023-12-29 0001760233 GIFT:CardCashExchangeIncMember 2023-12-31 0001760233 GIFT:GameIQAcquisitionCorpIncMember GIFT:NotesPayableOneMember 2022-02-01 2022-02-01 0001760233 GIFT:GameIQAcquisitionCorpIncMember GIFT:NotesPayableTwoMember 2022-02-01 2022-02-01 0001760233 GIFT:GameIQAcquisitionCorpIncMember GIFT:NotesPayableMember 2022-02-01 0001760233 GIFT:GameIQAcquisitionCorpIncMember GIFT:NotesPayableMember 2022-02-01 2022-02-01 0001760233 GIFT:GameIQAcquisitionCorpIncMember 2023-12-31 0001760233 GIFT:GameIQAcquisitionCorpIncMember 2024-09-30 0001760233 GIFT:EconomicInjuryDisasterLoansMember GIFT:SBAMember 2020-06-17 2020-06-17 0001760233 GIFT:EconomicInjuryDisasterLoansMember GIFT:SBAMember 2021-07-14 2021-07-14 0001760233 GIFT:EconomicInjuryDisasterLoansMember GIFT:SBAMember 2020-07-21 2020-07-21 0001760233 GIFT:EconomicInjuryDisasterLoansMember GIFT:GameIQAcquisitionCorpIncMember 2022-01-31 0001760233 GIFT:EconomicInjuryDisasterLoansMember 2020-07-21 0001760233 GIFT:EconomicInjuryDisasterLoansMember 2020-07-21 2020-07-21 0001760233 GIFT:EconomicInjuryDisasterLoansMember 2023-12-31 0001760233 GIFT:EconomicInjuryDisasterLoansMember 2024-09-30 0001760233 us-gaap:PrivatePlacementMember 2024-01-01 2024-09-30 0001760233 us-gaap:PrivatePlacementMember 2024-09-30 0001760233 GIFT:EmploymentAgreementMember us-gaap:RestrictedStockMember GIFT:ElliotBohmAndMarcAckermanMember 2023-12-29 2023-12-29 0001760233 GIFT:EmploymentAgreementMember us-gaap:RestrictedStockMember GIFT:ElliotBohmAndMarcAckermanMember 2024-01-01 2024-09-30 0001760233 GIFT:EmploymentAgreementMember us-gaap:RestrictedStockMember GIFT:ElliotBohmAndMarcAckermanMember 2024-09-30 0001760233 GIFT:ConsultantsMember 2024-01-01 2024-09-30 0001760233 GIFT:ConsultantsMember 2024-09-30 0001760233 us-gaap:RestrictedStockMember 2023-12-31 0001760233 us-gaap:RestrictedStockMember 2024-01-01 2024-09-30 0001760233 us-gaap:RestrictedStockMember 2024-09-30 0001760233 srt:ChiefExecutiveOfficerMember us-gaap:RestrictedStockMember 2023-03-01 2023-03-01 0001760233 GIFT:EmployeesMember us-gaap:RestrictedStockMember 2023-03-01 2023-03-01 0001760233 us-gaap:RestrictedStockMember 2023-03-01 2023-03-01 0001760233 us-gaap:RestrictedStockMember 2023-03-01 0001760233 us-gaap:RestrictedStockMember srt:ChiefExecutiveOfficerMember 2024-03-01 2024-03-01 0001760233 us-gaap:RestrictedStockMember GIFT:OtherOfficersAndEmployeesMember 2024-03-01 2024-03-01 0001760233 us-gaap:RestrictedStockMember 2024-03-01 2024-03-01 0001760233 us-gaap:RestrictedStockMember 2024-03-01 0001760233 GIFT:TwoThousandNineteenStockIncentivePlanMember 2024-04-01 0001760233 GIFT:TwoThousandNineteenStockIncentivePlanMember 2024-04-01 2024-04-01 0001760233 us-gaap:SubsequentEventMember GIFT:ATMOfferingMember 2024-10-25 0001760233 us-gaap:SubsequentEventMember GIFT:ATMOfferingMember 2024-10-25 2024-10-25 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure

false --12-31 Q1 0001760233 0001760233 2025-01-01 2025-03-31 0001760233 2025-05-05 0001760233 2025-03-31 0001760233 2024-12-31 0001760233 us-gaap:RelatedPartyMember 2025-03-31 0001760233 us-gaap:RelatedPartyMember 2024-12-31 0001760233 2024-01-01 2024-03-31 0001760233 us-gaap:CommonStockMember 2024-12-31 0001760233 GIFT:CommonStockIssuableMember 2024-12-31 0001760233 us-gaap:AdditionalPaidInCapitalMember 2024-12-31 0001760233 us-gaap:RetainedEarningsMember 2024-12-31 0001760233 GIFT:SuccessorMember us-gaap:CommonStockMember 2023-12-31 0001760233 GIFT:SuccessorMember GIFT:CommonStockIssuableMember 2023-12-31 0001760233 GIFT:SuccessorMember us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001760233 GIFT:SuccessorMember us-gaap:RetainedEarningsMember 2023-12-31 0001760233 GIFT:SuccessorMember 2023-12-31 0001760233 us-gaap:CommonStockMember 2025-01-01 2025-03-31 0001760233 GIFT:CommonStockIssuableMember 2025-01-01 2025-03-31 0001760233 us-gaap:AdditionalPaidInCapitalMember 2025-01-01 2025-03-31 0001760233 us-gaap:RetainedEarningsMember 2025-01-01 2025-03-31 0001760233 GIFT:SuccessorMember us-gaap:CommonStockMember 2024-01-01 2024-03-31 0001760233 GIFT:SuccessorMember GIFT:CommonStockIssuableMember 2024-01-01 2024-03-31 0001760233 GIFT:SuccessorMember us-gaap:AdditionalPaidInCapitalMember 2024-01-01 2024-03-31 0001760233 GIFT:SuccessorMember us-gaap:RetainedEarningsMember 2024-01-01 2024-03-31 0001760233 GIFT:SuccessorMember 2024-01-01 2024-03-31 0001760233 us-gaap:CommonStockMember 2025-03-31 0001760233 GIFT:CommonStockIssuableMember 2025-03-31 0001760233 us-gaap:AdditionalPaidInCapitalMember 2025-03-31 0001760233 us-gaap:RetainedEarningsMember 2025-03-31 0001760233 GIFT:SuccessorMember us-gaap:CommonStockMember 2024-03-31 0001760233 GIFT:SuccessorMember GIFT:CommonStockIssuableMember 2024-03-31 0001760233 GIFT:SuccessorMember us-gaap:AdditionalPaidInCapitalMember 2024-03-31 0001760233 GIFT:SuccessorMember us-gaap:RetainedEarningsMember 2024-03-31 0001760233 GIFT:SuccessorMember 2024-03-31 0001760233 2023-12-31 0001760233 2024-03-31 0001760233 GIFT:CardCashGiftCardsMember us-gaap:SalesChannelDirectlyToConsumerMember 2025-01-01 2025-03-31 0001760233 GIFT:RestaurantComGiftCardsAndCouponsMember us-gaap:SalesChannelDirectlyToConsumerMember 2025-01-01 2025-03-31 0001760233 us-gaap:AdvertisingMember us-gaap:SalesChannelDirectlyToConsumerMember 2025-01-01 2025-03-31 0001760233 us-gaap:SalesChannelDirectlyToConsumerMember 2025-01-01 2025-03-31 0001760233 GIFT:CardCashGiftCardsMember GIFT:BusinessToBusinessMember 2025-01-01 2025-03-31 0001760233 GIFT:RestaurantComGiftCardsAndCouponsMember GIFT:BusinessToBusinessMember 2025-01-01 2025-03-31 0001760233 us-gaap:AdvertisingMember GIFT:BusinessToBusinessMember 2025-01-01 2025-03-31 0001760233 GIFT:BusinessToBusinessMember 2025-01-01 2025-03-31 0001760233 GIFT:CardCashGiftCardsMember 2025-01-01 2025-03-31 0001760233 GIFT:RestaurantComGiftCardsAndCouponsMember 2025-01-01 2025-03-31 0001760233 us-gaap:AdvertisingMember 2025-01-01 2025-03-31 0001760233 GIFT:CardCashGiftCardsMember us-gaap:SalesChannelDirectlyToConsumerMember 2024-01-01 2024-03-31 0001760233 GIFT:RestaurantComGiftCardsAndCouponsMember us-gaap:SalesChannelDirectlyToConsumerMember 2024-01-01 2024-03-31 0001760233 us-gaap:AdvertisingMember us-gaap:SalesChannelDirectlyToConsumerMember 2024-01-01 2024-03-31 0001760233 us-gaap:SalesChannelDirectlyToConsumerMember 2024-01-01 2024-03-31 0001760233 GIFT:CardCashGiftCardsMember GIFT:BusinessToBusinessMember 2024-01-01 2024-03-31 0001760233 GIFT:RestaurantComGiftCardsAndCouponsMember GIFT:BusinessToBusinessMember 2024-01-01 2024-03-31 0001760233 us-gaap:AdvertisingMember GIFT:BusinessToBusinessMember 2024-01-01 2024-03-31 0001760233 GIFT:BusinessToBusinessMember 2024-01-01 2024-03-31 0001760233 GIFT:CardCashGiftCardsMember 2024-01-01 2024-03-31 0001760233 GIFT:RestaurantComGiftCardsAndCouponsMember 2024-01-01 2024-03-31 0001760233 us-gaap:AdvertisingMember 2024-01-01 2024-03-31 0001760233 2024-09-30 0001760233 us-gaap:CustomerConcentrationRiskMember GIFT:NoCustomersMember us-gaap:AccountsReceivableMember 2025-01-01 2025-03-31 0001760233 us-gaap:CustomerConcentrationRiskMember GIFT:NoCustomersMember us-gaap:AccountsReceivableMember 2024-01-01 2024-03-31 0001760233 us-gaap:ConvertibleDebtSecuritiesMember 2025-01-01 2025-03-31 0001760233 us-gaap:ConvertibleDebtSecuritiesMember 2024-01-01 2024-03-31 0001760233 GIFT:CommonStockIssuableMember 2025-01-01 2025-03-31 0001760233 GIFT:CommonStockIssuableMember 2024-01-01 2024-03-31 0001760233 us-gaap:EmployeeStockOptionMember 2025-01-01 2025-03-31 0001760233 us-gaap:EmployeeStockOptionMember 2024-01-01 2024-03-31 0001760233 GIFT:CardCashExchangeIncMember 2023-12-29 2023-12-29 0001760233 GIFT:CardCashExchangeIncMember 2023-12-29 0001760233 us-gaap:DevelopedTechnologyRightsMember GIFT:CardCashExchangeIncMember 2023-12-29 0001760233 us-gaap:TradeNamesMember GIFT:CardCashExchangeIncMember 2023-12-29 0001760233 us-gaap:CustomerRelationshipsMember GIFT:CardCashExchangeIncMember 2023-12-29 0001760233 GIFT:WebsiteDevelopmentCostsMember 2025-03-31 0001760233 GIFT:WebsiteDevelopmentCostsMember 2024-12-31 0001760233 us-gaap:LeaseholdImprovementsMember 2025-03-31 0001760233 us-gaap:LeaseholdImprovementsMember 2024-12-31 0001760233 us-gaap:CustomerRelationshipsMember 2025-03-31 0001760233 us-gaap:CustomerRelationshipsMember 2024-12-31 0001760233 us-gaap:TradeNamesMember 2025-03-31 0001760233 us-gaap:TradeNamesMember 2024-12-31 0001760233 us-gaap:DevelopedTechnologyRightsMember 2025-03-31 0001760233 us-gaap:DevelopedTechnologyRightsMember 2024-12-31 0001760233 GIFT:CardCashExchangeIncMember 2024-12-31 0001760233 us-gaap:TrademarksAndTradeNamesMember 2025-03-31 0001760233 2020-11-30 0001760233 2020-11-01 2020-11-30 0001760233 us-gaap:ConvertibleDebtMember GIFT:IncumakerIncMember 2025-03-31 0001760233 us-gaap:ConvertibleDebtMember GIFT:IncumakerIncMember 2024-12-31 0001760233 us-gaap:ConvertibleDebtMember 2025-03-31 0001760233 us-gaap:ConvertibleDebtMember 2024-12-31 0001760233 us-gaap:ConvertibleDebtMember GIFT:IncumakerIncMember 2024-01-01 2024-12-31 0001760233 us-gaap:ConvertibleDebtMember GIFT:IncumakerIncMember 2025-01-01 2025-03-31 0001760233 GIFT:SecuredNotesPayableRelatedPartyMember 2025-03-31 0001760233 GIFT:SecuredNotesPayableRelatedPartyMember 2024-12-31 0001760233 GIFT:SecuredPromissoryNoteMember GIFT:SparsCapitalGroupLLCMember 2024-09-20 0001760233 GIFT:SecuredPromissoryNoteMember GIFT:SparsCapitalGroupLLCMember 2024-09-20 2024-09-20 0001760233 GIFT:SecuredPromissoryNoteMember GIFT:SparsCapitalGroupLLCMember 2024-12-31 0001760233 GIFT:NotesPayableMember GIFT:CardCashExchangeIncMember 2025-03-31 0001760233 GIFT:NotesPayableMember GIFT:CardCashExchangeIncMember 2024-12-31 0001760233 GIFT:NotesPayableMember GIFT:RealWordDigitalAssetsNotePayableMember 2025-03-31 0001760233 GIFT:NotesPayableMember GIFT:RealWordDigitalAssetsNotePayableMember 2024-12-31 0001760233 GIFT:NotesPayableMember GIFT:GameIQAcquisitionCorpIncMember 2025-03-31 0001760233 GIFT:NotesPayableMember GIFT:GameIQAcquisitionCorpIncMember 2024-12-31 0001760233 GIFT:EconomicInjuryDisasterLoansMember GIFT:NotesPayableMember 2025-03-31 0001760233 GIFT:EconomicInjuryDisasterLoansMember GIFT:NotesPayableMember 2024-12-31 0001760233 GIFT:NotesPayableMember 2025-03-31 0001760233 GIFT:NotesPayableMember 2024-12-31 0001760233 GIFT:CardCashExchangeIncMember GIFT:NotesPayableTwoYearMember 2023-12-29 0001760233 GIFT:CardCashExchangeIncMember GIFT:NotesPayableTwoYearMember 2023-12-29 2023-12-29 0001760233 GIFT:CardCashExchangeIncMember GIFT:DueDecemberThirtyTwoThousandTwentyFiveMember 2023-12-29 0001760233 GIFT:CardCashExchangeIncMember GIFT:NotesPayableOneMember 2023-12-29 0001760233 GIFT:CardCashExchangeIncMember GIFT:NotesPayableOneMember 2023-12-29 2023-12-29 0001760233 GIFT:CardCashExchangeIncMember 2025-03-31 0001760233 GIFT:RealWorldDigitalAssetsLLCMember GIFT:SecuredPromissoryNoteMember 2025-02-19 0001760233 GIFT:RealWorldDigitalAssetsLLCMember GIFT:SecuredPromissoryNoteMember 2025-02-19 2025-02-19 0001760233 GIFT:RealWorldDigitalAssetsLLCMember GIFT:SecuredPromissoryNoteMember 2025-02-19 0001760233 GIFT:RealWorldDigitalAssetsLLCMember 2025-03-31 0001760233 GIFT:GameIQAcquisitionCorpIncMember GIFT:NotesPayableOneMember 2022-02-01 2022-02-01 0001760233 GIFT:GameIQAcquisitionCorpIncMember GIFT:NotesPayableTwoMember 2022-02-01 2022-02-01 0001760233 GIFT:GameIQAcquisitionCorpIncMember GIFT:NotesPayableMember 2022-02-01 0001760233 GIFT:GameIQAcquisitionCorpIncMember GIFT:NotesPayableMember 2022-02-01 2022-02-01 0001760233 GIFT:GameIQAcquisitionCorpIncMember 2024-12-31 0001760233 GIFT:GameIQAcquisitionCorpIncMember 2025-03-31 0001760233 GIFT:EconomicInjuryDisasterLoansMember GIFT:SBAMember 2020-06-17 2020-06-17 0001760233 GIFT:EconomicInjuryDisasterLoansMember GIFT:SBAMember 2021-07-14 2021-07-14 0001760233 GIFT:EconomicInjuryDisasterLoansMember GIFT:SBAMember 2020-07-21 2020-07-21 0001760233 GIFT:EconomicInjuryDisasterLoansMember GIFT:GameIQAcquisitionCorpIncMember 2022-01-31 0001760233 GIFT:EconomicInjuryDisasterLoansMember 2020-07-21 0001760233 GIFT:EconomicInjuryDisasterLoansMember 2020-07-21 2020-07-21 0001760233 GIFT:EconomicInjuryDisasterLoansMember 2024-12-31 0001760233 GIFT:EconomicInjuryDisasterLoansMember 2025-03-31 0001760233 GIFT:EmployeesAndExecutiveMember 2025-01-01 2025-03-31 0001760233 GIFT:VenderMember 2025-01-01 2025-03-31 0001760233 GIFT:VenderMember 2025-03-31 0001760233 GIFT:VenderMember us-gaap:SellingGeneralAndAdministrativeExpensesMember 2025-01-01 2025-03-31 0001760233 GIFT:ATMMember 2025-01-01 2025-03-31 0001760233 GIFT:ATMMember 2025-03-31 0001760233 GIFT:StrataPurchaseAgreementMember us-gaap:CommonStockMember 2024-12-16 2024-12-16 0001760233 GIFT:StrataPurchaseAgreementMember 2024-12-16 2024-12-16 0001760233 GIFT:PlacementAgencyAgreementMember 2025-01-15 2025-01-15 0001760233 GIFT:PlacementAgencyAgreementMember 2025-01-15 0001760233 2025-01-16 2025-01-16 0001760233 GIFT:ConsultantsMember 2024-01-01 2024-03-31 0001760233 GIFT:ConsultantsMember 2024-03-31 0001760233 us-gaap:PrivatePlacementMember 2024-01-01 2024-03-31 0001760233 us-gaap:PrivatePlacementMember 2024-03-31 0001760233 us-gaap:RestrictedStockMember 2024-12-31 0001760233 us-gaap:RestrictedStockMember 2025-01-01 2025-03-31 0001760233 us-gaap:RestrictedStockMember 2025-03-31 0001760233 srt:ChiefExecutiveOfficerMember us-gaap:RestrictedStockMember 2025-02-01 2025-02-01 0001760233 GIFT:EmployeesMember us-gaap:RestrictedStockMember 2025-02-01 2025-02-01 0001760233 us-gaap:RestrictedStockMember 2025-02-01 2025-02-01 0001760233 us-gaap:RestrictedStockMember 2025-02-01 0001760233 us-gaap:RestrictedStockMember srt:ChiefExecutiveOfficerMember 2024-03-01 2024-03-01 0001760233 us-gaap:RestrictedStockMember GIFT:OtherOfficersAndEmployeesMember 2024-03-01 2024-03-01 0001760233 us-gaap:RestrictedStockMember 2024-03-01 2024-03-01 0001760233 us-gaap:RestrictedStockMember 2024-03-01 0001760233 us-gaap:RestrictedStockMember 2024-01-01 2024-03-31 0001760233 GIFT:ElliotBohmMember GIFT:EmploymentAgreementMember 2023-12-29 2023-12-29 0001760233 GIFT:MarcAckermanMember GIFT:EmploymentAgreementMember 2023-12-29 2023-12-29 0001760233 GIFT:KetanThakkerAndMarcAckermanMember GIFT:EmploymentAgreementMember 2023-12-29 2023-12-29 0001760233 GIFT:TwoThousandNineteenStockIncentivePlanMember 2025-02-01 0001760233 GIFT:TwoThousandNineteenStockIncentivePlanMember 2025-02-01 2025-02-01 0001760233 us-gaap:StockOptionMember GIFT:ExercisePriceRangeOneMember 2025-03-31 0001760233 us-gaap:StockOptionMember GIFT:ExercisePriceRangeTwoMember 2025-03-31 0001760233 us-gaap:StockOptionMember GIFT:ExercisePriceRangeThreeMember 2025-03-31 0001760233 us-gaap:StockOptionMember GIFT:ExercisePriceRangeFourMember 2025-03-31 0001760233 us-gaap:StockOptionMember GIFT:ExercisePriceRangeFiveMember 2025-03-31 0001760233 us-gaap:StockOptionMember GIFT:ExercisePriceRangeSixMember 2025-03-31 0001760233 us-gaap:StockOptionMember GIFT:ExercisePriceRangeSevenMember 2025-03-31 0001760233 us-gaap:StockOptionMember GIFT:ExercisePriceRangeEightMember 2025-03-31 0001760233 us-gaap:StockOptionMember GIFT:ExercisePriceRangeNineMember 2025-03-31 0001760233 GIFT:AscendiantCapitalMarketsLLCMember us-gaap:SubsequentEventMember 2025-04-01 2025-05-05 0001760233 GIFT:AmendedAndRestatedPromissoryNoteMember us-gaap:RevolvingCreditFacilityMember 2020-12-23 0001760233 GIFT:OriginalNoteMember us-gaap:RevolvingCreditFacilityMember 2020-12-23 0001760233 us-gaap:SubsequentEventMember us-gaap:RevolvingCreditFacilityMember 2025-04-23 0001760233 us-gaap:SubsequentEventMember srt:MaximumMember us-gaap:RevolvingCreditFacilityMember 2025-04-23 2025-04-23 0001760233 us-gaap:SubsequentEventMember srt:MaximumMember us-gaap:RevolvingCreditFacilityMember 2025-04-23 0001760233 us-gaap:SubsequentEventMember srt:MinimumMember us-gaap:RevolvingCreditFacilityMember 2025-04-23 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure GIFT:Segment GIFT:Integer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ____________

Commission File Number 001-42206

GIFTIFY, INC.

(Exact name of registrant as specified in its charter)

Delaware

45-2482974

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer

Identification No.)

1100 Woodfield Road, Suite 510

Schaumburg, IL

60173

(Address of principal executive offices)

(ZIP Code)

(847) 506-9680

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $.001		GIFT		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large, accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large, accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: There were 26 29,~~171~~334,~~865~~336 shares of common stock outstanding as of ~~November~~May 125, ~~2024~~2025.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION		F-1
Item 1. Condensed Financial Statements		F-1
Condensed Consolidated Balance Sheets – September 30, 2024 (Unaudited) and December 31, 2023		F-1
Condensed Consolidated Balance Sheets – March 31, 2025 (Unaudited) and December 31, 2024		F-1
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023 (Unaudited)		F-2
Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024 (Unaudited)		F-2
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the three and nine months ended September 30, 2024 and 2023 (Unaudited)		F-3
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2025 and 2024 (Unaudited)		F-3
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (Unaudited)		F-5
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 (Unaudited)		F-5
Notes to Condensed Consolidated Financial Statements three and nine months ended September 30, 2024 and 2023 (Unaudited)		F-6
Notes to Condensed Consolidated Financial Statements for the three months ended March 31, 2025 and 2024 (Unaudited)		F-6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		1
Item 3. Quantitative and Qualitative Disclosures About Market Risk		149
Item 4. Controls and Procedures		149
PART II – OTHER INFORMATION		1511
Item 1. Legal Proceedings		1511
Item 1A. Risk Factors		1511
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		1511
Item 3. Defaults Upon Senior Securities		1511
Item 4. Mine Safety Disclosures		1511
Item 5. Other Information		1511
Item 6. Exhibits		1512

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements and information in this Quarterly Report on Form 10-Q for the quarter ended ~~September~~March 3031, ~~2024~~2025 (the “Quarterly Report”) may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, which address activities, events, or developments that we expect or anticipate will or may occur in the future, including such things as future capital expenditures, growth, product development, sales, business strategy, statements related to any further expected effects on our business from the coronavirus (“COVID-19”) pandemic, inflation, the Russia-Ukraine conflict, and other similar matters are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue,” or other comparable terminology. These forward-looking statements are based largely on our current expectations and assumptions and are subject to a number of risks and uncertainties, many of which are beyond our control. These statements are subject to many risks, uncertainties, and other important factors that could cause actual future results to differ materially from those expressed in the forward-looking statements including, but not limited to, the continued duration and scope of the COVID-19 pandemic and any impact on the demand for our products; our ability to obtain needed raw materials and components from our suppliers; additional actions governments, businesses, and individuals take in response to the pandemic, including mandatory business closures and restrictions on onsite commercial interactions; the impact of the pandemic and actions taken in response to the pandemic on global and regional economies and economic activity; the pace of recovery when the COVID-19 pandemic subsides; general economic uncertainty in key global markets and a worsening of global economic conditions or low levels of economic growth; the effects of steps that we could take to reduce operating costs; our inability to sustain profitable sales growth, or reduce our costs to maintain competitive prices for our products; circumstances or developments that may make us unable to implement or realize the anticipated benefits, or that may increase the costs, of our current and planned business initiatives; and those factors detailed by us in our public filings with the Securities and Exchange Commission (the “SEC”), including in Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024. In light of these risks and uncertainties, all of the forward-looking statements made herein are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by us will be realized. We undertake no obligation to update or revise any of the forward-looking statements contained herein.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

GIFTIFY, INC. AND SUBSIDIARIES (FKA RDE, INC.)

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2024			December 31, 2023
	March 31, 2025			December 31, 2024
	Successor
	As of
	September 30, 2024			December 31, 2023
	March 31, 2025			December 31, 2024
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents (includes restricted cash of $1,258,826 at September 30, 2024 and December 31, 2023)	$	3,090,980		$	4,099,737
Cash and cash equivalents (includes restricted cash of $1,258,826 at March 31, 2025 and December 31, 2024)	$	2,121,814		$	3,574,876
Accounts receivable		1,~~202~~591,~~690~~180			1891,~~681,165~~666
Inventories		43,~~395~~825,~~506~~181			4,~~152~~116,~~273~~180
Prepaid expenses and other current assets		~~114~~308,~~562~~440			~~177~~63,~~119~~210
Total current assets		87,~~803~~846,~~738~~615			108,~~110~~645,~~294~~932
Property and equipment, net		2928,~~302,192~~441			21,~~563~~089,~~312~~984
Operating lease right of use asset, net		1,~~481~~329,~~742~~181			~~315~~1,~~183~~406,242
Deposits		65,556			65,556
Intangible assets, net – provisional		4,876,249			6,700,000
Intangible assets, net		3,724,415			4,268,332
Goodwill – provisional		20,007,669			20,007,669
Goodwill		20,007,670			20,007,670
Total assets	$	3733,~~537~~901,~~146~~878		$	3935,~~762~~483,~~014~~716
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	12,~~994~~085,~~869~~508		$	21,~~218~~966,~~285~~616
Accrued expenses		1,~~396~~714,~~301~~629			1,~~175~~768,~~934~~607
Deferred revenue		78,403			336,996
Customer deposits		271			95,000
Secured revolving line of credit		4,234,149			6,737,385
Deferred revenue		113,360			77,051
Convertible promissory notes		42,387			40,137
Secured revolving line of credit		3,682,328			3,805,080
Secured note payable — related party		1,986,632			-
Convertible promissory notes		43,887			43,137
Notes payable, current portion		946,509			836,509
Secured note payable — related party, net of debt discount of $0 and $4,000, at March 31, 2025 and December 31, 2024, respectively		-			2,060,274
Acquisition obligation		-			500,000
Notes payable, current portion, net of debt discount of $12,857 and $0, at March 31, 2025 and December 31, 2024, respectively		1,906,361			1,717,632
Operating lease liability, current portion		~~306~~326,~~670~~770			~~134~~316,~~475~~612
Total current liabilities		109,~~985~~873,~~920~~114			11,~~979~~850,~~721~~009
Notes payable, net of current portion		1664,~~393,890~~500			1615,~~458,270~~000
Deferred taxes		1,800,000			1,800,000
Deferred income taxes		976,142			1,123,000
Operating lease liability, net of current portion		1,~~216~~048,~~346~~620			~~202~~1,~~829~~133,371
Total liabilities		1512,~~396~~562,~~156~~376			1514,~~440~~721,~~820~~380
Commitments and contingencies		-			-
Stockholders’ equity:
Preferred stock, $0.001 par value, 10,000,000 shares authorized;		-			-
Common stock, $0.001 par value, 750,000,000 shares authorized; 26,134,763 and 24,119,967 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively		26,129			24,114
Common stock, $0.001 par value, 750,000,000 shares authorized; 29,273,359 and 27,021,423 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively		29,267			27,015
Additional paid-in-capital		~~106~~112,~~223~~471,~~043~~311			93108,~~376~~679,~~244~~065
Common stock issuable, 350,843 and 383,343 shares, respectively		350,843			~~383~~350,~~343~~843
Accumulated deficit		(8491,~~459~~511,~~025~~919	)		(6988,~~462~~294,~~507~~587	)
Total stockholders’ equity		2221,~~140~~339,~~990~~502			2420,~~321~~762,~~194~~336
Total liabilities and stockholders’ equity	$	3733,~~537~~901,~~146~~878		$	3935,~~762~~483,~~014~~716

The accompanying notes are an integral part of these consolidated financial statements.

F-1

GIFTIFY, INC. AND SUBSDIARIES (FKA RDE, INC.) CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


	Three Months Ended March 31,
	2025			2024
	(Unaudited)			(Unaudited)

Net Sales	$	22,277,013		$	21,521,894
Cost of sales		18,695,377			18,264,618
Gross profit		3,581,636			3,257,276

Operating Expenses
Selling, general and administrative expenses		6,043,841			5,214,041
Depreciation of capitalized software costs		161,543			378,737
Amortization of intangible assets		543,917			607,917
Total operating expenses		6,749,301			6,200,695

Loss from operations		(3,167,665	)		(2,943,419	)

Other expense:
Interest expense		(209,571	)		(247,301	)
Total other expense, net		(209,571	)		(247,301	)
Net loss before income tax benefit		(3,377,236	)		(3,190,720	)
Income tax benefit		159,904			-
Net loss	$	(3,217,332	)	$	(3,190,720	)

Net loss per share – basic and diluted	$	(0.11	)	$	(0.13	)

Weighted average common shares outstanding – basic and diluted		28,354,277			25,004,222

~~For the~~The ~~Three~~accompanying ~~and~~notes ~~Nine~~are ~~Months~~an ~~Ended~~integral ~~September~~part ~~30,~~of ~~2024~~these consolidated ~~and~~financial ~~2023~~statements.

~~(Unaudited)~~F-2

	2024			2023			2024			2023
	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
	Successor			Predecessor			Successor			Predecessor
Net Sales	$	23,210,850		$	20,207,519		$	64,753,246		$	65,460,904
Cost of sales		20,220,237			17,629,985			55,244,862			57,352,182
Gross profit		2,990,613			2,577,534			9,508,384			8,108,722
Operating expenses
Selling, general and administrative expenses		5,908,603			2,600,156			20,954,914			8,238,497
Amortization of capitalized software costs		254,292			267,985			935,766			803,956
Amortization of intangible assets		607,917			75,000			1,823,751			225,000
Total operating expenses		6,770,812			2,943,141			23,714,431			9,267,453
Loss from operations		(3,780,199	)		(365,607	)		(14,206,047	)		(1,158,731	)
Other income (expenses)
Interest income		-			-			5,223			-
Interest expense		(280,953	)		(191,326	)		(795,694	)		(543,634	)
Total other income (expenses)		(280,953	)		(191,326	)		(790,471	)		(543,634	)
Net loss before income taxes		(4,061,152	)		(556,933	)		(14,996,518	)		(1,702,365	)
Income taxes		-			351			-			28,748
Net loss	$	(4,061,152	)	$	(556,582	)	$	(14,996,518	)	$	(1,673,617	)
Net earnings (loss) per share – basic	$	(0.16	)	$	(0.04	)	$	(0.59	)	$	(0.12	)
Net earnings (loss) per share –diluted	$	(0.16	)	$	(0.04	)	$	(0.59	)	$	(0.12	)
Weighted average common shares outstanding – basic		25,964,213			13,774,292			25,574,719			13,774,292
Weighted average common shares outstanding – diluted		25,964,213			13,774,292			25,574,719			13,774,292

GIFTIFY, INC. AND SUBSIDIARIES (FKA RDE, INC.)

~~The accompanying~~CONSOLIDATED ~~notes~~STATEMENTS ~~are~~OF anSTOCKHOLDERS’ ~~integral part of these condensed consolidated financial statements.~~EQUITY (DEFICIENCY)

~~F-2~~For the Three Months Ended March 31, 2025

GIFTIFY, INC. AND SUBSDIARIES (FKA RDE, INC.)

	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
	Common Stock				Common Stock Issuable				Additional Paid-In		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance, December 31, 2024		27,021,423	$	27,015		350,843	$	350,843	$	108,679,065	$	(88,294,587	)	$	20,762,336

Fair value of vested options		-		-		-		-		994,295					994,295

Fair value of vested restricted stock units		266,667		267		-		-		568,442					568,709

Fair value of common stock issued for services		158,332		158		-		-		238,972					239,130

Fair value of common stock issued for vendor settlement		75,000		75						108,675					108,750

Issuance of common stock for cash under at-the-market sale agreement, net		764,743		765		-		-		1,030,349					1,031,114

Issuance of common stock for cash under stock purchase agreement, net		387,194		387						374,113					374,500

Issuance of common stock for cash under public placement		600,000		600		-		-		477,400					478,000

Net loss		-		-		-		-		-		(3,217,332	)		(3,217,332	)

Balance, March 31, 2025 (Unaudited)		29,273,359	$	29,267		350,843	$	350,843	$	112,471,311	$	(91,511,919	)	$	21,339,502

~~CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)~~F-3

For the Three ~~and Nine~~ Months Ended ~~September~~March 3031, ~~2024 and 2023~~2025

(Unaudited)

For the Three Months Ended September 30, 2024

	Shares		Amount		Shares			Amount			Capital			Deficit			Equity
Successor:	Common Stock				Common Stock Issuable						Additional Paid-In			Accumulated			Total Stockholders’
	Shares		Amount		Shares			Amount			Capital			Deficit			Equity
Balance, December 31, 2023		24,119,967	$	24,114		383,343		$	383,343		$	93,376,244		$	(69,462,507	)	$	24,321,194
Balance		24,119,967	$	24,114		383,343		$	383,343		$	93,376,244		$	(69,462,507	)	$	24,321,194

Fair value of vested options		-		-		-			-			37,126						37,126

Fair value of vested restricted stock units		-		-		-			-			1,044,250						1,044,250

Issuance of common stock for services		50,000		50		-			-			217,450						217,500

Common shares issued on cashless exercise of stock options		1,130		1		-			-			(1	)					-

Common shares issued		12,500		13		(12,500	)		(12,500	)		12,487						-

Issuance of private placement of common stock for cash		1,354,500		1,354		-			-			2,707,646						2,709,000

Net loss		-		-		-			-			-			(3,190,720	)		(3,190,720	)

Balance, March 31, 2024 (Unaudited)		25,538,097	$	25,532		370,843		$	370,843		$	97,395,202		$	(72,653,227	)	$	25,138,350
Balance		25,538,097	$	25,532		370,843		$	370,843		$	97,395,202		$	(72,653,227	)	$	25,138,350

		Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Successor:		Common Stock				Common Stock Issuable				Additional Paid-In		Accumulated			Total Stockholders’
		Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance, June 30, 2024	-		25,912,263	$	25,906		350,843	$	350,843	$	103,841,872	$	(80,397,873	)	$	23,820,748
Fair value of vested options	-		-		-		-		-		1,168,292					1,168,292
Fair value of vested restricted stock units	-		-		-		-		-		234,029					234,029
Fair value of common stock issued for employment agreements	-		-		-						312,500					312,500
Issuance of common stock for services	-		150,000		150						533,850					534,000
Issuance of common stock for cash	-		72,500		73		-		-		132,500					132,573
Net loss	-		-		-		-		-		-		(4,061,152	)		(4,061,152	)
Balance, September 30, 2024 (Unaudited)	-		26,134,763	$	26,129		350,843	$	350,843	$	106,223,043	$	(84,459,025	)	$	22,140,990

F-4

~~For the~~GIFTIFY, ~~Nine~~INC. ~~Months~~AND ~~Ended~~SUBSDIARIES ~~September~~(FKA 30RDE, ~~2024~~INC.)

Successor:		Common Stock				Common Stock Issuable						Additional Paid-In			Accumulated			Total Stockholders’
		Shares		Amount		Shares			Amount			Capital			Deficit			Equity
Balance, December 31, 2023	-		24,119,967	$	24,114		383,343		$	383,343		$	93,376,244		$	(69,462,507	)	$	24,321,194
Fair value of vested options	-		-		-		-			-			6,874,603						6,874,603
Fair value of vested restricted stock units	-		175,000		175		-			-			1,198,463						1,198,638
Fair value of common stock issued for employment agreements	-		66,666		67		-			-			937,433						937,500
Issuance of common stock for services	-		200,000		200		-			-			751,300						751,500
Common shares issued on cashless exercise of stock options	-		1,130		1								(1	)					-
Common shares issued	-		32,500		32		(32,500	)		(32,500	)		32,468						-
Issuance of common stock for cash, net	-		1,539,500		1,540		-			-			3,052,533						3,054,073
Net loss	-		-		-		-			-			-			(14,996,518	)		(14,996,518	)
Balance, September 30, 2024 (Unaudited)	-		26,134,763	$	26,129		350,843		$	350,843		$	106,223,043		$	(84,459,025	)	$	22,140,990

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

F-3

	Three Months Ended March 31, 2025			Three Months Ended March 31, 2024
		(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(3,217,332	)	$	(3,190,720	)
Adjustments to reconcile net loss to net cash provided by operating activities
Fair value of vested stock options		994,295			37,126
Fair value of vested restricted common stock		568,709			1,044,250
Fair value of common stock issued for services		239,130			217,500
Loss on fair value of common stock issued for settlement of vendor		33,750			-
Depreciation of capitalized software costs		161,543			378,737
Amortization of intangible assets		543,917			607,917
Amortization of debt discount		6,143			-
Accrued interest		(62,438	)		15,934
Changes in operating assets and liabilities:
Accounts receivable		(699,514	)		569,794
Inventories		290,999			678,068
Prepaid expenses and other current assets		(245,230	)		(127,172	)
Right of use assets		77,061			65,632
Accounts payable		193,893			(374,262	)
Accrued expenses		(53,978	)		305,141
Customer deposits		(94,729	)		-
Deferred revenue		36,309			(168,818	)
Deferred taxes		(146,858	)		-
Operating lease liability		(74,594	)		(65,763	)
Net cash used in operating activities		(1,448,924	)		(6,636	)

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures		-			(224,815	)
Net cash provided by investing activities		-			(224,815	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from line of credit		30,435,894			26,070,274
Repayment of line of credit		(30,558,645	)		(26,746,739	)
Proceeds from note payable		985,000			-
Repayment of notes payable		(750,000	)		-
Repayment of notes payable – related party		(2,000,000	)		-
Proceeds from sale of common stock, net of expenses, under at-the-market sale agreement		1,031,113			-
Proceeds from sale of common stock, net of expenses, under stock purchase agreement		374,500			-
Proceeds from public offering of common stock		478,000			-
Repayment of acquisition obligation		-			(500,000	)
Proceeds from private placement of common stock		-			2,709,000
Net cash provided by (used in) financing activities		(4,138	)		1,532,535

Net increase (decrease) in cash and cash equivalents		(1,453,062	)		1,301,084
Cash and cash equivalents beginning of period		3,574,876			4,099,737
Cash and cash equivalents end of period	$	2,121,814		$	5,400,821

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid	$	232,877		$	-
Taxes paid	$	-		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES
Common shares issued for trade accounts payable	$	108,750		$	-

~~For the~~The ~~Three~~accompanying ~~Months~~notes ~~Ended~~are ~~September~~an ~~30,~~integral ~~2023~~part of these condensed consolidated financial statements.

		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Predecessor:		Preferred Stock				Common Stock				Common Stock Issuable				Additional Paid-In		Accumulated			Total Stockholders’
		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance, June 30, 2023	-		-	$	-		29,035,625	$	2,900		-	$	-	$	4,934,052	$	(31,452,174	)	$	(26,515,222	)
Net loss	-		-		-		-		-		-		-		-		(556,582	)		(556,582	)
Balance, September 30, 2023 (Unaudited)	-		-	$	-		29,035,625	$	2,900		-	$	-	$	4,934,052	$	(32,008,756	)	$	(27,071,804	)

F-5

~~For~~GIFTIFY, INC. AND SUBSDIARIES (FKA RDE, INC.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the ~~Nine~~Three Months Ended ~~September~~March 3031, ~~2023~~2025 and 2024 (Unaudited)

Predecessor:		Preferred Stock				Common Stock				Common Stock Issuable				Additional Paid-In		Accumulated			Total Stockholders’
		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance, December 31, 2022	-		-	$	-		29,035,625	$	2,900		-	$	-	$	4,934,052	$	(30,335,139	)	$	(25,398,187	)
Balance	-		-	$	-		29,035,625	$	2,900		-	$	-	$	4,934,052	$	(30,335,139	)	$	(25,398,187	)
Net loss	-		-		-		-		-		-		-		-		(1,673,617	)		(1,673,617	)
Balance, September 30, 2023 (Unaudited)	-		-	$	-		29,035,625	$	2,900		-	$	-	$	4,934,052	$	(32,008,756	)	$	(27,071,804	)
Balance	-		-	$	-		29,035,625	$	2,900		-	$	-	$	4,934,052	$	(32,008,756	)	$	(27,071,804	)

1. Organization and Basis of Presentation

~~The~~Giftify, Inc. (the “Company” or “Giftify”) ~~accompanying~~was ~~notes~~formed ~~are~~in an2011. ~~integral~~Since ~~part~~2020, the Company, through its wholly-owned subsidiary Restaurant.com, Inc., has been in the business of ~~these~~connecting digital ~~condensed~~consumers, ~~consolidated~~businesses ~~financial~~and ~~statements~~communities with dining and merchant deal options throughout the United States. In December 2023, the Company acquired CardCash Exchange Inc (“CardCash”, see Note 3). CardCash was formed in 2013 and purchases merchant gift cards and resells them at a markup. During the three months ended March 31, 2025 and 2024, Card Cash accounted for 98% and 98%, respectively, of the Company’s revenues.

F-On September 4, 2024, the Company’s Board of Directors approved and, by written consent dated September 5, 2024, the holders of a majority of our common stock approved an amendment to our Certificate of Incorporation to change the Company’s name from RDE, Inc. to Giftify, Inc. The change to Giftify, Inc. became effective on October 28, 2024. All references throughout this filing to RDE, Inc. have been changed to Giftify, Inc.

~~GIFTIFY~~On August 6, ~~INC.~~ ~~AND~~2024, ~~SUBSDIARIES~~The Nasdaq Stock Market (~~FKA~~“Nasdaq”) ~~RDE,~~granted the ~~INC~~Company’s application for listing on the Nasdaq.)

~~CONDENSED~~The accompanying unaudited condensed consolidated ~~CONSOLIDATED~~financial ~~STATEMENTS~~statements OFhave ~~CASH~~been ~~FLOWS~~prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. The unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual financial statements for the year ended December 31, 2024, and, in the opinion of management, reflect all adjustments, which consist of normal recurring adjustments, considered necessary for a fair presentation of the periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31,2025. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC. The condensed consolidated balance sheet as of December 31, 2024 was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including notes, required by GAAP.

~~For~~The unaudited condensed consolidated financial statements include the ~~Nine~~accounts ~~Months~~of ~~Ended~~the ~~September~~Company 30and its wholly-owned subsidiary, ~~2024~~Card Cash Exchange, Inc. All intercompany balances and ~~2023~~transactions have been eliminated in consolidation.

~~(Unaudited)~~Substantial Doubt about the Company’s Ability to Continue as a Going Concern

	Successor			Predecessor
	Nine Months Ended September 30, 2024			Nine Months Ended September 30, 2023
		(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(14,996,518	)	$	(1,673,617	)
Adjustments to reconcile net loss to net cash used in operating activities
Fair value of vested stock options		6,874,603			-
Fair value of vested restricted common stock		2,136,138			-
Fair value of common stock issued for services		751,500			-
Depreciation expense		935,766			941,559
Amortization of intangible assets		1,823,751			225,000
Amortization of debt discount		1,700			-
Accrued interest		54,802			-
Changes in operating assets and liabilities:
Accounts receivable		478,475			562,353
Inventories		(243,233	)		608,233
Prepaid expenses and other current assets		62,557			(23,171	)
Right of use assets		228,982			142,837
Accounts payable		(223,416	)		(435,900	)
Accrued expenses		220,367			(219,055	)
Deferred revenue		(258,593	)		(205,669	)
Operating lease liability		(209,829	)		(142,837	)
Net cash used in operating activities		(2,362,948	)		(220,267	)
CASH FLOWS FROM INVESTING ACTIVITIES
Capitalized website development costs		(674,646	)		(675,000	)
Net cash used in investing activities		(674,646	)		(675,000	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from line of credit		76,769,125			76,200,992
Repayment of line of credit		(79,272,361	)		(75,566,066	)
Proceeds from note payable – related party		1,978,000			-
Repayment of acquisition obligation		(500,000	)		-
Proceeds from sale of common stock		3,054,073			-
Net cash provided by financing activities		2,028,837			634,926
Net increase (decrease) in cash and cash equivalents		(1,008,757	)		(260,341	)
Cash and cash equivalents beginning of period		4,099,737			2,040,680
Cash and cash equivalents end of period	$	3,090,980		$	1,780,339
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid	$	704,961		$	543,634
Taxes paid	$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES
Operating lease right-of-use assets obtained in exchange for new operating lease liabilities	$	1,395,541		$	-

The accompanying financial statements have been prepared under the assumption that the Company will continue as a going concern. In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 205-40, Going Concern, the Company’s management has evaluated whether there are conditions or events that raise substantial doubt about its ability to continue as a going concern within one year after the date the accompanying financial statements were issued. Giftify and CardCash have a history of reporting net losses and negative operating cash flows. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended December 31, 2024, expressed substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The Company’s ability to continue as a going ~~accompanying~~concern ~~notes~~is ~~are~~dependent anupon ~~integral~~its ~~part~~ability ofto ~~these~~raise ~~condensed~~additional ~~consolidated~~debt ~~financial~~or ~~statements~~equity capital to fund its business activities and to ultimately achieve sustainable operating revenues and profitability. The Company has financed its working capital requirements through borrowings from various sources and the sale of its equity securities.

~~F-5~~As market conditions present uncertainty as to the Company’s ability to secure additional funds, there can be no assurances that the Company will be able to secure additional financing on acceptable terms, as and when necessary to continue to conduct operations. There is also significant uncertainty as to the effect that the coronavirus may have on the Company’s business plans and the amount and type of financing available to the Company in the future. If the Company is unable to obtain the cash resources necessary to satisfy the Company’s ongoing cash requirements, the Company could be required to scale back its business activities or to discontinue its operations entirely.

~~GIFTIFY, INC. AND SUBSDIARIES (FKA RDE, INC.)~~F-6

~~NOTES TO~~2. ~~THE~~Significant ~~CONDENSED~~Accounting ~~CONSOLIDATED FINANCIAL STATEMENTS~~Policies

~~Three and~~Use ~~Nine~~of ~~Months Ended September 30, 2024 and 2023~~Estimates

The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States of America (~~Unaudited~~“GAAP”) requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. On an ongoing basis, management reviews its estimates and if deemed appropriate, those estimates are adjusted. Significant estimates include those related to assumptions used in valuing inventories at net realizable value, assumptions used in valuing assets acquired in business acquisitions, impairment testing of goodwill and other long-term assets, assumptions used in valuing stock-based compensation, accruals for potential liabilities, and assumptions used in the determination of the Company’s liquidity.

~~1. Basis~~Revenue ~~of Presentation~~Recognition

~~Giftify, Inc.~~The ~~(the “~~Company” orrecognizes ~~“Giftify”)~~revenue ~~through its wholly-owned subsidiary Restaurant.com, Inc., has been~~ in ~~the~~accordance ~~business~~with ofFASB ~~connecting~~ASC ~~digital consumers~~606, ~~businesses~~Revenue ~~and~~from ~~communities~~Contracts with ~~dining and merchant deal options throughout the United States~~Customers.

~~On September~~The 4,Company ~~2024,~~buys ~~the~~merchant ~~Company’s~~gift ~~Board~~cards offrom ~~Directors~~the ~~approved~~general public and, bydistributors ~~written~~at ~~consent~~a ~~dated~~discount ~~September~~and 5,then ~~2024,~~resells the ~~holders~~gift ofcards at a ~~majority~~ ofmarkup. ~~our~~The ~~common~~Company ~~stock~~also ~~approved~~derives anrevenue ~~amendment~~from tothe ~~our~~sale ~~Certificate~~ of ~~Incorporation to change our name from RDE, Inc. to Giftify,~~discount ~~Inc.~~certificates ~~The~~for ~~change~~restaurants ~~to Giftify, Inc. became effective~~ on ~~October~~behalf ~~28,~~of ~~2024.~~third-party ~~All references throughout this filing to RDE, Inc~~restaurants. ~~have been changed to Giftify, Inc.~~

OnRevenue and costs of sales are recognized when control ~~August~~of 6,the ~~2024~~products transfers to our customer, ~~The~~which ~~Nasdaq~~generally ~~Stock~~occurs ~~Market~~at ~~(“Nasdaq”)~~a ~~granted~~point in time when the risk and title to the product transfers to the customer upon delivery to the customer. The Company’s ~~application~~performance ~~for~~obligations ~~listing~~are satisfied at that time. The Company’s standard terms of delivery are included in its contracts of sale, confirmation documents, and invoices. The Company recognizes revenue on a gross basis for the ~~Nasdaq~~sales price of the merchant gift cards and discount certificates it collects.

~~On August~~Certain ~~18,~~customers ~~2023~~may receive incentives, ~~the~~which ~~Company~~are accounted ~~entered~~for ~~into~~as anvariable ~~agreement~~consideration. ~~and~~Provisions ~~plan~~for ofsales ~~merger~~returns toare ~~acquire~~recognized ~~CardCash~~in ~~Exchange~~the ~~Inc~~period ~~(“CardCash”). On~~when ~~December~~the ~~29,~~sale ~~2023,~~is recorded based upon the ~~merger~~Company’s ~~was~~prior ~~completed~~experience and ~~has~~current ~~been~~trends. ~~accounted~~These ~~for~~revenue asreductions aare ~~business~~established ~~combination~~by ~~using~~ the ~~acquisition~~Company ~~method~~based ofupon ~~accounting~~management’s ~~(See~~best ~~Note~~estimates ~~3).~~at ~~CardCash~~the ~~was~~time ~~formed~~of sale following the historical trend, adjusted to reflect known changes in ~~2013~~the ~~and~~factors ~~purchases~~that ~~merchant~~impact ~~gift~~such ~~cards~~reserves and allowances, and ~~resells~~the ~~them~~terms atof aagreements ~~markup~~with customers.

~~The Company’s~~Amounts ~~operations~~billed ~~are~~and ~~not~~due ~~considered~~from ~~significant compared to~~ the ~~operations~~Company’s ~~of CardCash before the acquisition. Accordingly,~~customers ~~for~~are ~~the~~classified ~~purpose~~as ofaccounts ~~the~~receivable ~~accompanying~~on ~~condensed consolidated financial statements, periods before December 29, 2023 reflect~~ the ~~financial position,~~balance ~~results~~sheet. ofAmounts ~~operations~~received ~~and~~in ~~cash~~advance ~~flows~~from ofcustomers ~~CardCash~~are ~~prior~~recorded ~~to the acquisition, and is referred to~~ as ~~the~~deferred ~~“Predecessor”.~~revenue ~~Periods~~on ~~beginning~~the ~~after~~balance ~~December~~sheet ~~29,~~until ~~2023 reflect~~ the ~~financial~~performance ~~position,~~obligations ~~results~~have ofbeen ~~operations~~satisfied. ~~and~~The ~~cash flows of the~~ Company ~~consolidated with~~has ~~CardCash,~~elected ~~and is referred~~ to asapply the ~~“Successor”.~~practical Aexpedient ~~black-line~~to not ~~between~~assess ~~the~~contracts ~~Successor~~for ~~and~~significant ~~Predecessor~~financing ~~periods~~component ~~has~~because ~~been placed in~~ the ~~condensed~~period ~~consolidated~~between ~~financial statements and in~~ the ~~tables~~receipt toof ~~the~~advance ~~notes~~payment toand the ~~consolidated financial statements to~~Company’s ~~highlight~~transfer ~~the lack~~ of ~~comparability~~services ~~between~~to ~~these periods. Collectively,~~ the ~~Company~~customer ~~(Successor)~~is ~~and~~less ~~CardCash~~than ~~(Predecessor)~~one ~~are referred to as the “Company”~~year.

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. The unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual financial statements for the year ended December 31, 2023, and, in the opinion of management, reflect all adjustments, which consist of normal recurring adjustments, considered necessary for a fair presentation of the periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2024. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC. The condensed consolidated balance sheet as of December 31, 2023 was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including notes, required by GAAP.Other

~~The unaudited~~Sale ~~condensed~~of ~~consolidated~~promotional ~~financial~~gift ~~statements~~cards, ~~include~~sale ~~the accounts~~ of ~~the~~travel, vacation ~~Company~~ and ~~its wholly-owned subsidiary~~merchandise, ~~Card Cash Exchange, Inc. All intercompany balances~~ and ~~transactions~~advertising ~~have been eliminated in consolidation.~~revenues

FThe Company also recognizes revenue from the sale of Restaurant.com promotional gift cards (revenue recognized based on the Company’s historical redemption rates of its promotional gift cards), the sale of travel, vacation, and merchandise on behalf of third-6party merchants (revenue reported on a net basis equal to the purchase price received from the customer less a portion of the purchase price paid by the Company to its merchant partners), and advertising revenue for third-party partners, such as Google Ads, wherein third-party website(s) and/or product(s) are shown or incorporated in the Company’s platform or website (revenue recognized when its determinable, which is generally upon receipt of a statement and/or proceeds from the third-party partners).

~~Going Concern~~F-7

~~The accompanying financial statements have been prepared under the assumption that the Company will continue as a going concern.~~ In ~~accordance with~~ the ~~Financial~~following ~~Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 205-40~~table, ~~Going Concern,~~revenue ~~the~~is ~~Company’s~~disaggregated ~~management has evaluated whether there are conditions or events that raise substantial doubt about its~~by ~~ability~~our todivisions ~~continue as a going concern within one year after the date the accompanying financial statements were issued. The Company~~ and ~~CardCash~~type ~~have a history~~ of ~~reporting~~revenue net losses and negative operating cash flows. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. In addition, our independent registered public accounting firm, in its audit report to the financial statements included in the Company’s Annual Report on Form 10-K for the ~~year~~three months ended ~~December~~March 31, ~~2023,~~2025 ~~expressed~~and substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.2024:

~~The~~Schedule ~~Company’s~~of ~~ability~~Disaggregation to continue as a going concern is dependent upon its ability to raise additional debt or equity capital to fund its business activities and to ultimately achieve sustainable operating revenues and profitability. The Company has financed its working capital requirements through borrowings from various sources and the sale of ~~its equity securities.~~Revenue

As market conditions present uncertainty as to the Company’s ability to secure additional funds, there can be no assurances that the Company will be able to secure additional financing on acceptable terms, as and when necessary to continue to conduct operations. There is also significant uncertainty as to the effect that the coronavirus may have on the Company’s business plans and the amount and type of financing available to the Company in the future. If the Company is unable to obtain the cash resources necessary to satisfy the Company’s ongoing cash requirements, the Company could be required to scale back its business activities or to discontinue its operations entirely.

Sales Channels	CardCash Gift Cards		Restaurant.com Gift Cards and Coupons		Advertising		Total

Three Months Ended March 31, 2025
Business to consumer (B2C)	$	10,496,215	$	90,090	$	34,931	$	10,621,236
Business to business (B2B)		11,370,899		284,878		-		11,655,777
Total	$	21,867,114	$	374,968	$	34,931	$	22,277,013

Three Months Ended March 31, 2024
Business to consumer (B2C)	$	10,156,804	$	99,874	$	15,438	$	10,272,116
Business to business (B2B)		11,003,203		246,575		-		11,249,778
Total	$	21,160,007	$	346,449	$	15,438	$	21,521,894

~~2. Significant~~Cost ~~Accounting~~of ~~Policies~~Sales

~~Use~~ Cost of ~~Estimates~~sales consists primarily of the cost to purchase merchant gift cards, and transaction fees and costs.

~~The preparation~~Business of the Company’s financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. On an ongoing basis, management reviews its estimates and if deemed appropriate, those estimates are adjusted. Significant estimates include those related to assumptions used in valuing inventories at net realizable value, assumptions used in valuing assets acquired in business acquisitions, impairment testing of goodwill and other long-term assets, assumptions used in valuing stock-based compensation, the realizability of deferred tax assets and the related valuation allowance, accruals for potential liabilities, and assumptions used in the determination of the Company’s liquidity.Combinations

~~Revenue~~The Company allocates the fair value of purchase consideration ~~Recognition~~to the tangible assets acquired, liabilities assumed, and separately identified intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from, acquired technology, trademarks and trade names, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statements of operations.

~~The Company~~Intangible ~~recognizes revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers.~~Assets

The Company ~~buys~~has ~~merchant~~certain ~~gift~~intangible ~~cards~~assets ~~from~~that ~~the~~were initially ~~general~~recorded ~~public~~at ~~and~~their ~~distributors~~fair value at athe ~~discount~~time ~~and~~of ~~then~~acquisition. ~~resells~~The ~~them~~finite-lived atintangible aassets ~~markup.~~consist ~~The~~of ~~Company~~customer relationships, ~~also~~trade ~~derives~~name, ~~revenue~~and ~~from~~developed ~~the~~technology. ~~sale~~Intangible ofassets ~~discount~~with ~~certificates~~finite ~~for~~useful ~~restaurants~~lives onare ~~behalf~~amortized ofusing ~~third~~the straight-~~party~~line ~~restaurants~~method over their estimated useful life of three years.

~~Revenue and~~The ~~costs~~Company ofreviews ~~sales~~all ~~are~~finite-lived ~~recognized~~intangible ~~when~~assets for ~~control~~impairment ~~of the products transfers to our customer, which generally occurs at a point in time~~ when ~~the~~ ~~risk~~circumstances ~~and~~indicate ~~title~~that totheir ~~the~~carrying ~~product~~values ~~transfers~~may tonot ~~the~~be ~~customer~~recoverable. ~~upon~~If ~~delivery to~~ the ~~customer.~~carrying ~~The~~value ~~Company’s performance obligations are satisfied at that time. The Company’s standard terms~~ of ~~delivery~~an ~~are~~asset ~~included~~group is innot ~~its contracts of sale~~recoverable, ~~confirmation~~the ~~documents, and invoices. The~~ Company recognizes ~~revenue~~an onimpairment aloss ~~gross basis~~ for the ~~sales~~excess ~~price~~carrying ofvalue over the ~~merchant~~fair ~~gift~~value ~~cards~~in ~~and~~our ~~discount~~consolidated ~~certificates~~statements itof ~~collects~~operations.

Certain customers may receive incentives, which are accounted for as variable consideration. Provisions for sales returns are recognized in the period when the sale is recorded based upon the Company’s prior experience and current trends. These revenue reductions are established by the Company based upon management’s best estimates at the time of sale following the historical trend, adjusted to reflect known changes in the factors that impact such reserves and allowances, and the terms of agreements with customers.Goodwill

FGoodwill represents the excess purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of the business acquired. Goodwill that arose from acquisition of CardCash (see Note 3) was $20,007,669. Under ASC 350 Intangibles-7Goodwill and Other, goodwill and other intangible assets with indefinite lives are not amortized, but instead are tested for impairment annually, or whenever events or circumstances indicate a potential impairment. The Company’s impairment testing is performed annually at December 31. Impairment of goodwill and indefinite lived intangible assets is determined by comparing the fair value of the Company’s reporting unit to the carrying value of the underlying net assets in the reporting unit. If the fair value of the reporting unit is determined to be less than the carrying value of its net assets, goodwill is deemed impaired and an impairment loss is recognized to the extent that the carrying value of goodwill exceeds the difference between the fair value of the reporting unit and the fair value of its other assets and liabilities. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker (the Company’s Chief Executive Officer) determined that there is only one reporting unit. No impairment indicators were identified as of March 31, 2025.

Amounts billed and due from the Company’s customers are classified as accounts receivable on the balance sheet. Amounts received in advance from customers are recorded as deferred revenue on the balance sheet until the performance obligations have been satisfied. The Company has elected to apply the practical expedient to not assess contracts for significant financing component because the period between the receipt of advance payment and the Company’s transfer of services to the customer is less than one year.F-8

~~Other~~Long-Lived Assets

~~Sale~~The Company evaluates long-lived ofassets, ~~promotional~~other ~~gift~~than ~~cards~~goodwill and indefinite lived intangible assets, ~~sale~~for impairment whenever events or changes in circumstances (“triggering events”) indicate that their net book value may not be recoverable. The measurement of ~~travel,~~possible ~~vacation~~impairment is based upon the ability to recover the carrying value of the asset through the expected future undiscounted cash flows from the use of the asset and ~~merchandise~~its eventual disposition. An impairment loss, equal to the difference between the asset’s fair value and its ~~advertising~~carrying ~~revenues~~value, is recognized when the estimated future undiscounted cash flows are less than its carrying amount. No impairment indicators were identified as of March 31, 2025.

The Company also recognizes revenue from the sale of Restaurant.com promotional gift cards (revenue recognized based on the Company’s historical redemption rates of its promotional gift cards), the sale of travel, vacation, and merchandise on behalf of third-party merchants (revenue reported on a net basis equal to the purchase price received from the customer less a portion of the purchase price paid by the Company to its merchant partners), and advertising revenue for third-party partners, such as Google Ads, wherein third-party website(s) and/or product(s) are shown or incorporated in the Company’s platform or website (revenue recognized when its determinable, which is generally upon receipt of a statement and/or proceeds from the third-party partners).Leases

InThe Company leases certain corporate office space under lease agreements. The Company determines whether a contract contains a lease at contract inception. A contract is or contains a lease if the ~~following~~contract ~~table,~~conveys ~~revenue~~the right to control the use of the identified asset for a period of time in exchange for consideration. Control is ~~disaggregated~~determined bybased ~~our~~on ~~divisions~~the right to obtain all of the economic benefits from use of the identified asset and ~~type~~the right to direct the use of ~~revenue~~the identified asset. Operating lease right-of-use assets (“ROU”) for operating leases represent the ~~three~~right ~~months~~to ~~ended~~use an ~~September~~underlying 30asset for the lease term, ~~2024~~and operating lease liabilities represent the obligation to make lease payments. Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Operating lease expense is recognized on a straight-line basis over the lease term and is included in the general and administrative line in the ~~2023:~~Company’s consolidated statements of operations. Leases with an initial term of 12 months or less are not included on the balance sheets.

~~Schedule of Disaggregation of Revenue~~Advertising

Sales Channels	Gift Cards		Restaurant Coupons		Sale of Travel, Vacation and Merchandise		Advertising		Total
Successor:
Three Months Ended September 30, 2024
Business to consumer (B2C)	$	11,115,310	$	97,302	$	-	$	25,900	$	11,238,512
Business to business (B2B)		11,972,338		-		-		-		11,972,338
Other		-		-		-		-		-
Total	$	23,087,628	$	97,302	$	-	$	25,900	$	23,210,850
Predecessor:
Three Months Ended September 30, 2023
Business to consumer (B2C)	$	9,882,765	$	-	$	-	$	-	$	9,882,765
Business to business (B2B)		-		-		-		-		-
Other		10,324,754		-		-		-		10,324,754
Total	$	20,207,519	$	-	$	-	$	-	$	20,207,519

The Company expenses advertising costs as incurred and amounted to $290,684 and $261,042 for the three months ended March 31, 2025 and 2024, respectively, which are recorded in general and administrative in the Statements of Operations.

FStock-8Based Compensation

InThe Company periodically issues share-based awards to employees and non-employees and consultants for services rendered. Stock options vest and expire according to terms established at the ~~following~~issuance ~~table,~~date ~~revenue~~of each grant. Stock grants are measured at the grant date fair value. Stock-based compensation cost is ~~disaggregated~~measured byat fair ~~our~~value ~~divisions~~on the grant date and ~~type~~is generally recognized as a charge to operations ratably over the requisite service, or vesting, period. Recognition of ~~revenue~~compensation expense for non-employees is in the ~~nine~~same ~~months~~period ~~ended~~and ~~September~~manner ~~30,~~as ~~2024~~if ~~and~~the ~~2023:~~Company had paid cash for the services.

Sales Channels	Gift Cards		Restaurant Coupons		Sale of Travel, Vacation and Merchandise		Advertising		Total
Successor:
Nine Months Ended September 30, 2024
Business to consumer (B2C)	$	31,037,482	$	327,579	$	4,461	$	55,887	$	31,425,409
Business to business (B2B)		33,327,837		-		-		-		33,327,837
Total	$	64,365,319	$	327,579	$	4,461	$	55,887	$	64,753,246
Predecessor:
Nine Months Ended September 30, 2023
Business to consumer (B2C)	$	32,075,843	$	-	$	-	$	-	$	32,075,843
Business to business (B2B)		33,385,061		-		-		-		33,385,061
Total	$	65,460,904	$	-	$	-	$	-	$	65,460,904

The Company values its equity awards using the Black-Scholes option-pricing model, and accounts for forfeitures when they occur. Use of the Black-Scholes option pricing model requires the input of subjective assumptions, including expected volatility, expected term, and a risk-free interest rate. The expected volatility is based on the historical volatility of the Company’s common stock, calculated utilizing a look-back period approximately equal to the contractual life of the stock option being granted. The expected life of the stock option is calculated as the mid-point between the vesting period and the contractual term (the “simplified method”). The risk-free interest rate is estimated using comparable published federal funds rates.

~~Cost~~Stock-based compensation expense recognized and recorded as part of ~~Sales~~selling, general and administrative expenses.

~~Cost of~~Earnings ~~sales~~(Loss) ~~consists~~Per ~~primarily of the cost to purchase merchant gift cards, and transaction fees and costs.~~Share

~~Business~~Basic earnings (loss) per share is computed using ~~Combinations~~the weighted average number of common shares issued and outstanding during the period. Diluted earnings (loss) per share is computed using the weighted average number of common shares and the dilutive effect of contingent shares outstanding during the period. Potentially dilutive contingent shares, which primarily consist of convertible notes and stock issuable upon the exercise of stock options and warrants, have been excluded from the calculation of diluted loss per share because their effect is anti-dilutive.

The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and separately identified intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from, acquired technology, trademarks and trade names, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statements of operations.F-9

~~Intangible~~Loss per common share is computed by dividing net ~~Assets~~loss by the weighted average number of shares of common stock issued and outstanding during the respective periods. Basic and diluted loss per common share was the same for all periods presented because all convertible notes and stock issuable upon the exercise of stock options and warrants outstanding were anti-dilutive.

~~The Company~~At ~~has~~March ~~certain~~31, ~~intangible~~2025 ~~assets~~and ~~that~~2024, ~~were initially recorded at their fair value at~~ the ~~time~~Company ofexcluded ~~acquisition. The finite-lived intangible~~the ~~assets~~outstanding ~~consist~~convertible ofdebt ~~customer~~and ~~relationships,~~securities ~~trade~~summarized ~~name~~below, ~~and~~which ~~developed~~entitle ~~technology.~~the ~~Intangible~~holders ~~assets~~thereof ~~with~~to ~~finite~~acquire ~~useful~~shares ~~lives~~of ~~are~~common ~~amortized~~stock, from ~~using~~its ~~the~~calculation ~~straight-line~~of ~~method~~earnings ~~over~~per ~~their~~share, ~~estimated~~as ~~useful~~their ~~life~~effect ofwould ~~three~~have ~~years~~been anti-dilutive.

~~The Company~~ Schedule ~~reviews~~of ~~all finite~~Anti-~~lived~~ ~~intangible~~dilutive ~~assets~~Securities ~~for~~Excluded ~~impairment~~from ~~when~~Computation ~~circumstances indicate that their carrying values may not be recoverable. If the carrying value~~ of anEarning ~~asset~~Loss ~~group~~Per ~~is not recoverable, the Company recognizes an impairment loss for the excess carrying value over the fair value in our consolidated statements of operations.~~Share

F-9

	March 31, 2025		March 31, 2024

Convertible notes payable		29,258		27,258
Common stock issuable		350,843		370,843
Common stock options		4,543,250		717,782
Total		4,923,351		1,115,883

~~Goodwill~~The issuable and potentially issuable shares as summarized above. These potentially issuable common shares would have been anti-dilutive because the Company had a net loss for the periods ended March 31, 2025 and 2024, such common stock equivalents would have been excluded from the calculation of net loss per share.

~~Goodwill represents~~Fair ~~the~~Value ~~excess purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets~~ of ~~the~~Financial business acquired. As of September 30, 2024, goodwill that arose from acquisition of CardCash (see Note 3) was $20,007,669. Under ASC 350 Intangibles-Goodwill and Other, goodwill and other intangible assets with indefinite lives are not amortized, but instead are tested for impairment annually, or whenever events or circumstances indicate a potential impairment. The Company’s impairment testing is performed annually at December 31. Impairment of goodwill and indefinite lived intangible assets is determined by comparing the fair value of the Company’s reporting unit to the carrying value of the underlying net assets in the reporting unit. If the fair value of the reporting unit is determined to be less than the carrying value of its net assets, goodwill is deemed impaired and an impairment loss is recognized to the extent that the carrying value of goodwill exceeds the difference between the fair value of the reporting unit and the fair value of its other assets and liabilities. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker (the Company’s Chief Executive Officer) determined that there is only one reporting unit. No impairment indicators were identified as of September 30, 2024.Instruments

~~Long~~Fair value of financial and non-~~Lived~~financial assets and ~~Assets~~liabilities is defined as an exit price, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three-tier hierarchy for inputs used to measure fair value, which prioritizes the inputs to valuation techniques used to measure fair value, is as follows:

~~The Company~~Level ~~evaluates~~1 ~~long-lived~~– ~~assets,~~quoted ~~other~~prices ~~than~~(unadjusted) ~~goodwill~~in ~~and~~active markets ~~indefinite~~for ~~lived~~identical ~~intangible~~ assets, ~~for impairment whenever events~~ or ~~changes in circumstances indicate that their net book value may not be recoverable~~liabilities. The measurement of possible impairment is based upon the ability to recover the carrying value of the asset through the expected future undiscounted cash flows from the use of the asset and its eventual disposition. An impairment loss, equal to the difference between the asset’s fair value and its carrying value, is recognized when the estimated future undiscounted cash flows are less than its carrying amount. No impairment indicators were identified as of September 30, 2024.

~~Leases~~Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

~~The Company~~Level ~~leases~~3 ~~certain~~– ~~corporate~~unobservable ~~office~~inputs space under lease agreements. The Company determines whether a contract contains a lease at contract inception. A contract is or contains a lease if the contract conveys the right to control the use of the identified asset for a period of time in exchange for consideration. Control is determined based on the ~~right to obtain all of the economic benefits from use of the~~Company’s ~~identified~~assumptions ~~asset~~used ~~and the right~~ to ~~direct~~measure ~~the use of the identified asset. Operating lease right-of-use~~ assets ~~(“ROU”) for operating leases represent the right to use an underlying asset for the lease term,~~ and ~~operating lease~~ liabilities ~~represent the obligation to make lease payments. Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term~~ at ~~the~~fair ~~commencement date~~value. Operating lease expense is recognized on a straight-line basis over the lease term and is included in the general and administrative line in the Company’s consolidated statements of operations. Leases with an initial term of 12 months or less are not included on the balance sheets.

~~Advertising~~A financial asset or liability classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy.

The carrying value of the Company’s ~~expenses~~financial instruments ~~advertising~~(consisting ~~costs~~of ascash, ~~incurred~~accounts ~~and~~receivables, ~~amounted~~deposits to ~~$637,203~~credit ~~and~~card ~~$573~~processors,~~031~~ ~~for~~prepaid ~~the~~expense ~~nine~~and ~~months~~other ~~ended~~current ~~September~~assets, 30accounts payable, ~~2024~~accrued ~~and 2023~~expenses, ~~respectively~~notes payable, ~~which~~and other liabilities) are ~~recorded~~considered into ~~general~~be ~~and~~representative ~~administrative~~of intheir respective fair values due to the ~~Statements~~short-term nature of ~~Operations~~those instruments.

~~Stock-Based Compensation~~Concentration of Credit Risk

~~The Company~~Financial ~~periodically~~instruments, ~~issues~~which ~~share-based~~potentially ~~awards~~subject ~~to employees and non-employees and consultants for services rendered. Stock options vest~~the ~~and~~Company ~~expire according~~ to ~~terms~~concentrations ~~established~~of atcredit ~~the~~risk, ~~issuance~~consist ~~date~~principally of ~~each~~trade ~~grant.~~accounts ~~Stock~~receivable ~~grants~~and ~~are~~cash. ~~measured~~The atcredit ~~the~~risk ~~grant~~exposure ~~date fair value.~~surrounding ~~Stock-based~~trade ~~compensation~~accounts ~~cost~~receivable isare ~~measured~~limited ~~at fair value on the grant date and is generally recognized~~ as athese ~~charge~~amounts torepresent ~~operations ratably over~~ the ~~requisite~~timing ~~service,~~difference orbetween ~~vesting,~~payments ~~period.~~being ~~Recognition~~settled ofby ~~compensation~~credit ~~expense~~card ~~for non-employees is in the same period~~ processors and ~~manner as if~~ the ~~Company~~cash ~~had~~being ~~paid~~provided ~~cash~~to ~~for~~ the ~~services~~Company.

F-No significant customers comprised more than 10% of accounts receivable or revenue as of and for the period ended March 31, 2025 and 2024.

~~The Company values its equity awards using the Black~~F-Scholes option-pricing model, and accounts for forfeitures when they occur. Use of the Black-Scholes option pricing model requires the input of subjective assumptions, including expected volatility, expected term, and a risk-free interest rate. The expected volatility is based on the historical volatility of the Company’s common stock, calculated utilizing a look-back period approximately equal to the contractual life of the stock option being granted. The expected life of the stock option is calculated as the mid-point between the vesting period and the contractual term (the “simplified method”). The risk-free interest rate is estimated using comparable published federal funds rates.10

~~Stock-based~~The Company maintains a balance at financial institutions, ~~compensation~~which ~~expense~~at ~~recognized~~times ~~and~~exceed ~~recorded~~the asfederally ~~part~~insured oflimit. ~~selling,~~The ~~general~~Company ~~and~~has ~~administrative~~not ~~expenses~~experienced a loss on this account.

~~Earnings (Loss)~~Segment ~~Per Share~~Information

~~Basic earnings~~The ~~(loss)~~Company’s ~~per~~Chief ~~share~~Executive isOfficer ~~computed using the weighted average number of common shares issued and outstanding during the period. Diluted earnings~~ (~~loss~~“CEO”) ~~per share~~ is ~~computed~~our ~~using~~chief ~~the~~operating ~~weighted~~decision ~~average~~maker ~~number~~(“CODM”) ofand ~~common~~evaluates ~~shares~~performance and ~~the~~makes ~~dilutive~~operating ~~effect~~decisions ofabout ~~contingent~~allocating ~~shares~~resources ~~outstanding~~based ~~during~~on ~~the~~financial ~~period.~~data ~~Potentially~~presented ~~dilutive~~on ~~contingent~~a ~~shares,~~consolidated ~~which~~basis. ~~primarily~~Because ~~consist~~our ofCODM ~~convertible~~evaluates ~~notes~~financial ~~and~~performance ~~stock~~on ~~issuable upon~~a ~~the~~consolidated ~~exercise~~basis, ofthe Company ~~stock~~has ~~options~~determined ~~and~~that ~~warrants,~~it ~~have~~operates ~~been~~as ~~excluded~~a ~~from~~single ~~the~~reportable ~~calculation~~segment composed of ~~diluted~~the ~~loss~~consolidated ~~per~~financial ~~share~~results ~~because~~of ~~their~~Giftify, ~~effect~~Inc. is(see ~~anti-dilutive~~Note 2).

~~Loss per~~Recent ~~common~~Accounting share is computed by dividing net loss by the weighted average number of shares of common stock issued and outstanding during the respective periods. Basic and diluted loss per common share was the same for all periods presented because all convertible notes and stock issuable upon the exercise of stock options and warrants outstanding were anti-dilutive.Pronouncements

~~At September~~In ~~30,~~November 2024, ~~and~~the ~~2023~~Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2024-03, ~~the~~Income ~~Company~~Statement—Reporting ~~excluded~~Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses which includes amendments that require disclosure in the ~~outstanding~~notes ~~convertible~~to ~~debt~~financial statements of specified information about certain costs and ~~securities~~expenses, ~~summarized~~including ~~below~~purchases of inventory; employee compensation; and depreciation, ~~which~~amortization ~~entitle~~and depletion expenses for each caption on the income statement where such expenses are included. ~~holders~~The ~~thereof~~amendments toare ~~acquire~~effective ~~shares~~for ofthe ~~common~~Company’s ~~stock~~annual periods beginning January 1, ~~from~~2027, ~~its~~with ~~calculation~~early adoption permitted, and should be applied either prospectively or retrospectively. The Company is in the process of ~~earnings~~evaluating ~~per~~this ~~share,~~ASU asto ~~their~~determine ~~effect~~its ~~would~~impact ~~have~~on ~~been~~the Company’s ~~anti-dilutive~~disclosures.

~~Schedule~~Other recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of ~~Anti-~~Certified ~~dilutive~~Public Accountants, and the Securities ~~Excluded~~and ~~from~~Exchange ~~Computation~~Commission did ofnot ~~Earning~~or ~~Loss~~are ~~Per~~not ~~Share~~ believed by management to have a material impact on the Company’s present or future financial statements.

	Successor		Predecessor
	September 30, 2024		September 30, 2023
Convertible notes payable		28,258		-
Common stock issuable		350,843		-
Series B convertible preferred stock		-		1,526,882
Common stock options		4,123,282		-
Total		4,502,383		1,526,882

3. Acquisition of Card Cash

~~The issuable~~On ~~and~~December ~~potentially~~29, ~~issuable~~2023, ~~shares~~the asCompany ~~summarized~~completed ~~above~~the acquisition of CardCash. ~~These~~The ~~potentially~~acquisition ~~issuable~~was ~~common~~made ~~shares~~pursuant ~~would~~to ~~have~~an ~~been~~agreement ~~anti-dilutive because~~and plan of merger dated August 18, 2023, between the Company ~~had~~and aCardCash. The ~~net~~Company ~~loss~~acquired ~~for~~all of the ~~periods~~issued ~~ended~~and ~~September~~outstanding ~~30,~~equity ~~2024~~of ~~and~~CardCash ~~2023~~for $26,682,000, ~~such~~made ~~common~~up ~~stock~~of ~~equivalents~~the ~~would~~issuance ~~have~~of ~~been~~6,108,007 ~~excluded~~shares ~~from~~of the ~~calculation~~Company’s common stock valued at $24,682,000, the issuance of ~~net~~a ~~loss~~note ~~per~~payable ~~share~~for $1,500,000, and payment of $750,000 in cash.

~~Fair~~The Company utilized the acquisition method of accounting ~~Value~~for the acquisition in accordance with ASC 805, Business Combinations, and allocated the purchase price to CardCash’s tangible assets, identifiable intangible assets, and assumed liabilities at their estimated fair values as of ~~Financial~~the ~~Instruments~~date of acquisition. The excess of the purchase price paid by the Company over the estimated fair value of identified tangible and intangible assets has been recorded as goodwill.

~~Fair value~~In ofaccordance ~~financial~~with ~~and~~ASC ~~non-financial assets and liabilities is defined as an exit price~~805, ~~which is~~ the ~~price~~Company ~~that~~made ~~would~~an ~~be received to~~allocation ~~sell~~of ~~an asset or paid to transfer a liability in an orderly transaction between market participants at~~ the ~~measurement~~purchase ~~date.~~price ~~The three-tier hierarchy~~ for ~~inputs~~CardCash ~~used~~based toon ~~measure~~the fair value, ~~which~~of ~~prioritizes~~ the ~~inputs~~assets toacquired ~~valuation~~and ~~techniques~~liabilities ~~used to measure fair value, is as follows:~~assumed.

~~Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities.~~F-11

~~Level 2~~The –following ~~quoted~~table ~~prices~~summarizes ~~for~~the ~~similar~~allocation ~~assets~~of ~~and~~the fair ~~liabilities~~value inof ~~active~~the ~~markets~~purchase orconsideration ~~inputs~~to ~~that~~the ~~are~~fair ~~observable~~value ~~for~~of ~~the~~tangible ~~asset or liability~~assets, ~~either~~ ~~directly~~identifiable orintangible ~~indirectly~~assets, ~~through~~and ~~market~~assumed ~~corroboration,~~liabilities of ~~for~~CardCash ~~substantially~~on the ~~full~~date ~~term~~ of ~~the financial instrument.~~acquisition:

~~Level~~Schedule 3of –Fair ~~unobservable~~Value ~~inputs~~of ~~based~~Assets onAcquired ~~the Company’s assumptions used to measure assets~~ and ~~liabilities~~Liabilities ~~at fair value.~~Assumed

F-11

	Fair Value

Fair value of consideration:
Cash	$	750,000
Notes payable (see Note 11)		1,500,000
Common stock (6,108,007 shares of common stock at $4.00 per share)		24,432,000
Total purchase price	$	26,682,000

Allocation of the consideration to the fair value of assets acquired and liabilities assumed:

Cash	$	2,061,265
Accounts receivable		1,582,635
Inventories		4,152,273
Prepaids, deposits, and other		220,385
Property and equipment, net		2,563,312
Accounts payable and accrued liabilities		(2,068,154	)
Line of credit		(6,737,385	)
Deferred tax liability		(1,800,000	)
Net tangible assets		(25,669	)

Intangible assets:
Developed technology		2,600,000
Trade name		2,400,000
Customer relationships		1,700,000
Net identifiable intangible assets		6,700,000
Goodwill		20,007,669
Fair value of net asset acquired	$	26,682,000

~~A financial asset or liability classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement~~4. ~~The~~Property ~~assessment of the significance of a particular input to the fair value measurement requires judgment~~ and ~~may~~Equipment, ~~affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy.~~Net

~~The carrying~~Property ~~value of the Company’s financial instruments (consisting of cash, accounts receivables, deposits to credit card processors, prepaid expense~~ and ~~other current assets~~equipment, ~~accounts~~net ~~payable,~~consisted ~~accrued expenses, notes payable, and other liabilities) are considered to be representative~~ of ~~their respective fair values due to~~ the ~~short-term nature of those instruments.~~following:

~~Segment Information~~ Schedule Property and Equipment, Net

Under ASC 280, Segment Reporting, operating segments are defined as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and in assessing performance. The Company’s operation segment consists of one component, and the Company’s Chief Executive Officer, who is also the CODM, makes decisions and manages the Company’s operations as a single operating segment.

	March 31, 2025			December 31, 2024
Website development costs	$	2,533,466		$	2,533,466
Leasehold improvements		29,846			29,846
Property and equipment, gross		2,563,312			2,563,312
Accumulated depreciation		(1,634,871	)		(1,473,328	)
Property and equipment, net	$	928,441		$	1,089,984

~~Concentration of~~Depreciation ~~Credit~~expense ~~Risk~~for the three months ended March 31, 2025 and 2024 was $161,543 and $378,737, respectively.

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of trade accounts receivable and cash. The credit risk exposure surrounding trade accounts receivable are limited as these amounts represent the timing difference between payments being settled by credit card processors and the cash being provided to the Company.F-12

~~No significant~~5. ~~customers~~Goodwill ~~comprised more than 10% of accounts receivable as of September 30, 2024~~ and ~~December~~Intangible ~~31, 2023 or revenue as of and for the period ended September 30, 2024 and 2023.~~Assets

~~The Company~~Goodwill ~~maintains~~and aintangible ~~cash~~assets ~~balance~~consist atof ~~financial institutions, which at times exceed~~ the ~~federally insured limit. The Company has not experienced nor expects to experience a loss on this account.~~following:

~~Recent Accounting~~ Schedule ~~Pronouncements~~of Other Intangible Assets

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense categories that are regularly provided to the chief operating decision maker and included in each reported measure of a segment’s profit or loss. The update also requires all annual disclosures about a reportable segment’s profit or loss and assets to be provided in interim periods and for entities with a single reportable segment to provide all the disclosures required by ASC 280, Segment Reporting, including the significant segment expense disclosures. The Company’s adopted ASU 2023-7 effective January 1, 2024, and there was no material effect on the Company’s financial position, results of operations and cash flows.

March 31,

2025

December 31,
2024

Goodwill

20,007,669

~~Other recent~~ Schedule ~~accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute~~ of ~~Certified~~Goodwill ~~Public Accountants,~~ and ~~the~~Intangible ~~Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.~~Assets

3. Acquisition of Card Cash

	March 31, 2025			December 31, 2024
Intangible Assets
Customer relationships	$	1,700,000		$	1,700,000
Trade name		2,400,000			2,400,000
Developed technology		2,600,000			2,600,000
Intangible assets, gross		6,700,000			6,700,000
Accumulated amortization		(2,975,585	)		(2,431,668	)
Intangible assets, net	$	3,724,415		$	4,268,332

On December 29, 2023, ~~the~~in ~~Company~~relation ~~completed~~to the acquisition of CardCash. ~~The~~(See ~~acquisition~~Note ~~was made pursuant to an agreement and plan of merger dated August 18~~3), ~~2023, between~~ the Company ~~and~~recorded ~~CardCash.~~goodwill ~~The Company acquired all~~ of ~~the issued and outstanding equity of CardCash for~~ $2620,~~682,000, made up of the issuance of 6,108,~~007 ~~shares of the Company’s common stock valued at $24~~,~~682,000, the issuance of a note payable for $1,500,000, and payment of $750,000 in cash~~669.

~~F-12~~On December 29, 2023, in relation to the acquisition of CardCash (See Note 3), the Company recorded intangible assets of $6,700,000. At December 31, 2024, the unamortized intangible asset balance was $4,268,332. During the three months ended March 31, 2025, the Company recorded an amortization expense of $543,917, leaving a remaining unamortized intangible asset balance of $3,724,415 at March 31, 2025.

~~The Company~~Identifiable ~~utilized~~intangibles ~~the~~are ~~acquisition~~amortized ~~method~~over of accounting for the acquisition in accordance with ASC 805, Business Combinations, and allocated the purchase price to CardCash’s tangible assets, identifiable intangible assets, and assumed liabilities at their ~~estimated~~ ~~fair~~estimated ~~values~~remaining asuseful of the date of acquisition. The fair value assigned to the developed technology was determined using the relief from royalty method. The fair value assigned to trade name were determined using the relief from royalty method. The fair value of the customer relationships was determined using the multi-period excess earnings methodlives, which ~~estimates~~are the direct cash flow expected to be generated from the existing customers acquired. The cash flows were based on estimates used to value the acquisition, and the discount rates applied were benchmarked with reference to the implied rate of return from the transaction model, as well as the weighted average cost of capital. The valuation assumptions took into consideration the Company’s estimates of customer attrition and revenue growth projections. The excess of the purchase price paid by the Company over the estimated fair value of identified tangible and intangible assets has been recorded as goodwill. Goodwill also represents the future benefits as a result of the acquisition that the Company believes will enhance the Company’s product offerings and lineup available to both new and existing customers and generate future synergies within the discount coupon and gift card business.follows:

~~As of~~ Schedule ~~September 30, 2024, management has not yet finalized its valuation analysis. In accordance with ASC 805, the Company made an initial provisional allocation~~ of ~~the~~Identifiable ~~purchase~~Intangibles ~~price~~Assets ~~for~~Estimated ~~CardCash~~Remaining ~~based~~Useful on the fair value of the assets acquired and liabilities assumed. The fair values of the assets acquired, as set forth below, are considered provisional and subject to adjustment as additional information is obtained through the purchase price measurement period (a period of up to one year from the closing date). Any prospective adjustments through the purchase price measurement period would change the fair value allocation as of the acquisition date. The Company is still in the process of reviewing underlying models, assumptions and discount rates used in the valuation of provisional goodwill and intangible assets.Lives

The following table summarizes the allocation of the fair value of the purchase consideration to the fair value of tangible assets, identifiable intangible assets, and assumed liabilities of CardCash on the date of acquisition:

Description		Weighted Average Useful Life (in years)
Description	Weighted Average Useful Life (in years)
Customer relationships		3
Trademarks, trade names and service marks		3
Developed technology		3
Remaining useful lives		3

~~Schedule of~~Amortization ~~Fair~~expense ~~Value~~on ofintangible ~~Assets~~assets ~~Acquired~~was ~~and~~as ~~Liabilities Assumed~~follows:

	Fair Value
Fair value of consideration:
Cash	$	750,000
Notes payable ($750,000 due December 30, 2024; $750,000 due December 30, 2025)		1,500,000
Common stock (6,108,007 shares of common stock at $4.00 per share)		24,432,000
Total purchase price	$	26,682,000
Allocation of the consideration to the fair value of assets acquired and liabilities assumed:
Cash	$	2,061,265
Accounts receivable		1,582,635
Inventories		4,152,273
Prepaids, deposits, and other		220,385
Property and equipment, net		2,563,312
Accounts payable and accrued liabilities		(2,068,154	)
Line of credit		(6,737,385	)
Deferred tax liability		(1,800,000	)
Net tangible assets		(25,669	)
Intangible assets:
Developed technology		2,600,000
Trade name		2,400,000
Customer relationships		1,700,000
Net identifiable intangible assets		6,700,000
Goodwill		20,007,669
Fair value of net asset acquired	$	26,682,000

F-13

		Three Months Ended March 31, 2025				Three Months Ended March 31, 2024
Amortization expense		$	543,917			$	607,917

~~The following~~Estimated ~~unaudited~~amortization ~~pro~~expense ~~forma~~for ~~statements of operations present~~ the Company’s ~~pro forma results of operations after giving effect~~is to the purchase of CardCash based on the historical financial statements of the Company and CardCash. The unaudited pro forma statements of operations for the nine months ended September 30, 2023, give effect to the transaction as ~~if it had occurred on January 1, 2023.~~follows:

Schedule of ~~Pro~~Estimated ~~Forma~~Amortization ~~Statements of Operations~~ Expense

	Nine Months Ended September 30, 2023
2025 (Remainder)		$	1,590,249
	(Proforma, unaudited)
2026			2,134,166
Sales	$	67,567,019
Total		$	3,724,415
Net loss	$	(5,806,189	)
Net loss per share	$	(0.42	)

~~4. Property and Equipment, Net~~F-13

~~Property and~~6. ~~equipment,~~Leases ~~net consisted of the following:~~

~~Schedule~~The ~~Property~~Company leases its office facilities under noncancelable operating lease agreements. The Company has leases for office facilities in Woodbridge, New Jersey and ~~Equipment~~Schaumburg, ~~Net~~Illinois. The operating lease agreement for the Woodbridge, New Jersey location was renewed in April 2024 for a 60-month period ending in April 2029.

	September 30, 2024			December 31, 2023
	(Successor)
Website development costs	$	3,208,112		$	2,533,466
Leasehold improvements		29,846			29,846
Property and equipment, gross		3,237,958			2,563,312
Accumulated depreciation		(935,766	)		-
Property and equipment, net	$	2,302,192		$	2,563,312

The Company’s operating lease liability balance was $1,449,983 as of December 31, 2024. During the three months ended March 31, 2025, the Company made payments of $74,594 against its operating lease liability, resulting in a lease liability of $1,375,390 as of March 31, 2025, of which the current portion of lease liability was $326,770, and a long-term lease liabilities balance of $1,048,620.

~~The Company~~During ~~accounts for capitalized software and website development costs to develop software programs to be used solely to meet~~ the ~~Company’s internal~~three ~~needs~~months inended ~~accordance~~March ~~with~~31, ~~ASC~~2025 ~~350-40. Costs incurred during the application development stage for software programs to be used solely to meet its internal needs are capitalized. The depreciation expense on property~~ and ~~equipment for the nine months ended September 30~~2024, lease ~~2024~~costs ~~and~~totaled ~~2023~~approximately ~~was~~ $~~935~~77,~~766~~062 and $~~941~~75,~~559~~580, respectively.

5.As of March 31, 2025, the weighted average remaining ~~Goodwill~~lease terms for operating lease is 3.82 years, and ~~Intangible~~the ~~Assets~~weighted average discount rate for operating lease is 8.00%.

~~Goodwill~~Maturities of the Company’s operating lease ~~and~~liabilities ~~intangible~~are ~~assets~~as ~~consist~~follows as of ~~the~~March ~~following~~31, 2025:

Schedule of ~~Goodwill and~~Maturities ~~Intangible~~of ~~Assets~~Operating Lease Liabilities

	September 30, 2024				December 31, 2023
		As of March 31, 2025
	(Successor)
2025 (remaining)		$	320,578
Goodwill	$	20,007,669			$	20,007,669
2026			438,374
Intangible Assets
2027			382,954
Customer relationships		1,700,000				1,700,000
2028			359,654
Trade name		2,400,000				2,400,000
2029			105,927
Developed technology		2,600,000				2,600,000
Thereafter			-
Intangible assets, gross		6,700,000				6,700,000
Total			1,607,487
Accumulated amortization		(1,823,751	)			-
Less: Imputed interest			(232,097	)
Intangible assets, net	$	4,876,249			$	6,700,000
Total operating lease liability		$	1,375,390

~~On December 29, 2023, in relation to the acquisition of CardCash (See Note 3), the Company recorded intangible assets of $6,700,000 (provisional)~~7. ~~During~~ ~~the~~Secured ~~period~~Revolving ~~September~~Line ~~30, 2024, the Company recorded an amortization expense~~ of ~~$1,823,751, leaving an ending intangible asset balance of $4,876,249 at September 30, 2024.~~Credit

~~F-14~~The outstanding line of credit consists of the following at March 31, 2025 and December 31, 2024:

~~Identifiable~~Schedule ~~intangibles~~of ~~are~~Line ~~amortized~~of ~~over their estimated remaining useful lives, which are as follows:~~Credit

Schedule of Identifiable Intangibles Assets Estimated Remaining Useful Lives

March 31,

2025

December 31,
2024

Line of credit

3,682,328

3,805,080

Description		Weighted Average Useful Life (in years)
Customer relationships		3
Trademarks, trade names and service marks		3
Developed technology		3
Non-competition agreement		5

In November 2020, CardCash entered into an amended and restated promissory note for a revolving line of credit with availability of up to $10,000,000. The revolving line of credit is payable on demand, secured by the Company’s inventory, with interest based on the Wall Street Journal Prime Rate plus 3.00%, limited to a floor of 6.5%. At March 31, 2025 and December 31, 2024, the average interest rate was 12% and 12%, respectively. As of March 31, 2025, the Company complied with customary debt covenants. At March 31, 2025 and December 31, 2024, the line of credit requires a deposit of $1,258,826, included in restricted cash.

~~Estimated amortization~~8. ~~expense~~Convertible ~~for~~Debt ~~the Company is as follows:~~

~~Schedule~~ Convertible debt consists of ~~Estimated~~the ~~Amortization~~following ~~Expense~~at March 31, 2025 and December 31, 2024:

2024 (remaining)	$	408,249
2025		2,234,000
2026		2,234,000
Total	$	4,876,249

Schedule of Convertible Debt

6. Leases

	March 31, 2025		December 31, 2024
Incumaker, Inc. principal balance	$	20,000		20,000
Accrued interest		23,887		20,137
Total principal and accrued interest (all current)	$	43,887	$	40,137

The Company leases its office facilities under noncancelable operating lease agreements. The Company has leases for office facilities in Woodbridge, New Jersey and Schaumburg, Illinois. The operating lease agreement for the Woodbridge, New Jersey location was renewed in April 2024 for a 60F-~~month period ending in April 2029.~~14

~~The Company’s~~On ~~ROU~~November ~~asset~~5, ~~balance~~2018, ~~was~~the ~~$315,183~~Company ascompleted the acquisition of ~~December 31~~Incumaker, ~~2023~~Inc. ~~During~~and ~~the~~assumed ~~nine~~certain ~~months~~outstanding ~~ended~~convertible ~~September~~notes 30payable. At December 31, 2024, ~~the~~there ~~Company renewed~~was ~~its~~one ~~office~~remaining ~~lease~~assumed asconvertible note ~~discussed~~payable ~~above~~outstanding ~~and~~that ~~recorded~~matured anJuly ~~additional~~2017. ~~ROU~~The ~~asset~~Company ofcontinues ~~$1,395,541.~~to ~~During~~be unsuccessful in reaching the ~~nine~~Note ~~months~~holder ~~ended~~to ~~September~~remit payment 30in full. At December 31, 2024, the ~~Company~~principal ~~recorded~~balance aof ~~reduction~~$20,000, ofand ~~ROU~~accrued ~~assets~~interest of $~~228~~23,~~982~~137, ~~related~~are toconvertible ~~its~~at ~~leases~~$1.50 per share into 28,758 ~~resulting~~shares inof anthe ~~ROU~~Company’s ~~asset~~common stock. At March 31, 2025, the principal balance of $120,~~481~~000,~~742 as~~ and accrued interest of ~~September~~$23,887, are 30convertible at $1.50 per share into 29,258 ~~2024~~shares of the Company’s common stock.

~~The Company’s operating lease liability balance was $337,304 as of December 31, 2023~~9. ~~During~~Secured ~~the~~Notes ~~nine~~Payable ~~months~~– ~~ended~~Related ~~September 30, 2024,~~Party the Company renewed its office lease as discussed above, and recorded an additional operating lease liability of $1,395,541. During the nine months ended September 30, 2024, the Company made payments of $209,829 against its operating lease liability, resulting in a lease liability of $1,523,016, of which the current portion of lease liability was $306,670, leaving a long-term lease liabilities balance of $1,216,346.

~~During the~~Secured ~~nine~~notes ~~months~~payable ~~ended~~to ~~September~~a ~~30,~~related ~~2024~~party ~~and~~consists of ~~2023,~~the ~~lease~~following ~~costs~~at ~~totaled~~March ~~approximately $362~~31,~~659~~ 2025 and ~~$171~~December 31,~~573,~~ ~~respectively.~~2024:

As Schedule of ~~September~~Notes ~~30,~~Payable ~~2024,~~Related ~~the weighted average remaining lease terms for operating lease is 4.29 years, and the weighted average discount rate for operating lease is 8.00%.~~Party

Maturities of the Company’s operating lease liabilities are as follows as of September 30, 2024:

	March 31, 2025		December 31, 2024
Secured note payable – related party	$	-	$	2,000,000
Less debt discount		-		(4,000	)
Total principal balance		-		1,996,000
Accrued interest		-		64,274
Total principal and accrued interest		-		2,060,274
Less current portion		-		(2,060,274	)
Non-current portion	$	-	$	-

~~Schedule~~On September 20, 2024, the Company entered into a secured promissory note (the “Note”) with Spars Capital Group LLC (“Spars Capital”) in the principal amount of ~~Maturities~~$2,000,000 bearing annual interest of ~~Operating~~11.5% ~~Lease~~that ~~Liabilities~~has a maturity date of January 20, 2025. The Note has an origination fee and expenses of $22,000, which was recorded as a debt discount and is being amortized over the term of the Note and may be prepaid without penalty. The Note is collateralized by a blanket lien on the assets of the Company under the terms of a Security Agreement and is subordinated only to the line of credit (see Note 7). The Note and Security Agreement are subject to additional customary terms and conditions. Spars Capital is owned by a family trust affiliated with Elliot Bohm, a member of the Board of Directors of the Company and the President of CardCash Exchange, Inc., a subsidiary of Giftify. As of December 31, 2024, the notes payable had an aggregate principal balance outstanding of $2,000,000, a debt discount balance of $4,000, and accrued interest payable of $64,274. During the three months ended March 31, 2025, the Company paid the Note and accrued interest in full, and the Note was retired.

	Successor
	As of September 30, 2024
2024 (remaining)	$	104,083
2025		424,660
2026		438,374
2027		382,954
2028		359,654
Thereafter		105,927
Total		1,815,652
Less: Imputed interest		(292,636	)
Total operating lease liability	$	1,523,016

10. Notes Payable

~~F-15~~Notes payable consist of the following at March 31, 2025 and December 31, 2024:

~~7. Secured~~ Schedule ~~Revolving Line~~ of ~~Credit~~Notes Payable

The outstanding line of credit balance at September 30, 2024 and December 31, 2023 was:

	March 31, 2025			December 31, 2024
CardCash acquisition notes payable	$	750,000		$	1,500,000
Real Word Digital Assets note payable		1,000,000			-
GameIQ acquisition note payable		62,100			75,928
Economic Injury Disaster Loans (EIDL) note payable		664,500			664,500
Less debt discount		(12,857	)		-
Total principal balance		2,463,743			2,240,428
Accrued interest		107,118			92,204
Total principal and accrued interest		2,570,861			2,332,632
Less current portion		(1,906,361	)		(1,717,632	)
Non-current portion	$	664,500		$	615,000

~~Schedule of~~CardCash ~~Line~~Acquisition ofNotes ~~Credit~~Payable

	September 30, 2024		December 31, 2023
	(Successor)
Line of credit	$	4,234,149	$	6,737,385

On December 29, 2023, the Company issued two-year promissory notes totaling $1,500,000 as partial consideration for the acquisition of CardCash (see Note 3). $750,000 is payable on December 29, 2024, bearing simple annual interest of 5%, and $750,000 is to be paid upon the earlier of (a) the completion of a firm commitment underwriting the Company’s initial public offering to allow the Company to become listed on the Nasdaq Capital Market or (b) December 29, 2025. As of December 31, 2024, the notes payable had an aggregate principal balance outstanding of $1,500,000 and accrued interest payable of $75,000. During the three months ended March 31, 2025, the Company made principal payments of $750,000, leaving at March 31, 2025, an aggregate principal balance outstanding of $750,000 and accrued interest payable of $84,375.

In November 2020, CardCash entered into an amended and restated promissory note for a revolving line of credit with availability of up to $10,000,000. The revolving line of credit is payable on demand, secured by the Company’s inventory, with interest based on the Wall Street Journal Prime Rate plus 3.00%, limited to a floor of 6.5%. At September 30, 2024 and December 31, 2023, the average interest rate was 12% and 12%, respectively. As of September 30, 2024, the Company was in compliance with customary debt covenants. At September 30, 2024 and December 31, 2023, this line of credit requires a deposit of $1,258,826, included in restricted cash.F-15

~~8. Convertible~~Real ~~Debt~~World Digital Assets Note Payable

~~Convertible~~On February 19, 2025, the Company entered into a secured promissory note with Real World Digital Assets LLC (“Real World”) in the principal amount of $1,000,000 bearing annual interest of 11.5% that has a maturity date of December 31, 2025. The Note has an origination fee and expenses of $15,000, which were recorded as a debt ~~consists~~discount and are being amortized over the term of the ~~following~~Note atand ~~September~~may ~~30,~~be ~~2024~~prepaid without penalty. The note is collateralized by a blanket lien on the assets of Giftify under the terms of a security agreement and ~~December~~is subordinated only to the line of credit owed by the Company to Pathward National Association (see Note 7). Proceeds from the note were used to pay the remaining balance owed on the secured promissory note with Spars Capital (See Note 9). As of March 31, ~~2023:~~2025, the notes payable had a principal balance outstanding of $1,000,000, a debt discount balance of $12,857, and accrued interest payable of $12,918.

~~Schedule of~~GameIQ ~~Convertible~~Acquisition ~~Debt~~Note Payable

	September 30, 2024			December 31, 2023
	(Successor)
Incumaker-past due	$	20,000			20,000
Total principal balance		20,000			20,000
Accrued interest		22,387			20,137
Total principal and accrued interest		42,387			40,137
Less current portion		(42,387	)		(40,137	)
Non-current portion	$	-		$	-

On February 1, 2022, the Company issued two notes payable for the purchase of GameIQ, one for $78,813 and another for $62,101. In accordance with Notes, the Company promised to pay the principal together with interest at 1% upon the earlier of (i) nine equal biannual installments with the first installment due on October 1, 2022, and the final payment due February 1, 2025 (the “Maturity Date”).

~~Incumaker~~As of December 31, 2024, the notes payable had an ~~Inc~~aggregate principal balance outstanding of $75,928 and accrued interest payable of $1,646. As of March 31, 2025, the notes payable had an aggregate principal balance outstanding of $62,100 and accrued interest payable of $1,186 (see Note 15).

~~On November~~Economic 5,Injury ~~2018,~~Disaster ~~the~~Loans Company completed the acquisition of Incumaker, Inc. and assumed certain outstanding convertible notes payable. At December 31, 2023, there was one remaining assumed convertible note payable outstanding that matured July 2017, and is past due. At September 30, 2024, the principal balance of $20,000, and accrued interest of $22,238, are convertible at $1.50 per share into 28,258 shares of the Company’s common stock.(EIDL)

9On June 17, 2020, the Company received $150,000 of proceeds applicable to loans administered by the SBA as disaster loan assistance under the Covid-19 Economic Injury Disaster Loan (EIDL) Program. On July 14, 2021, the Company received an additional $350,000 of proceeds pursuant to the loan. On July 21, 2020, the Company ~~Secured~~received ~~Notes~~$150,000 ~~Payable~~of –proceeds ~~Related~~applicable ~~Party~~to loans administered by the SBA as disaster loan assistance under the Covid-19 EIDL Program. On January 31, 2022, the Company assumed an additional $14,500 EIDL and accrued interest of $900 as part of the consideration paid for the acquisition of GameIQ.

~~Secured notes~~The ~~payable~~loans tobear interest at 3.75% per annum, with a combined ~~related~~repayment ~~party~~of ~~consists~~principal and interest of $3,500 per month beginning 12 months from the ~~following~~date atof ~~September~~the promissory note over a period of 30, ~~2024~~years. ~~and~~As of December 31, ~~2023:~~2024, the note payable had a principal balance outstanding of $664,500 and accrued interest payable of $15,558.

~~Schedule~~As of March 31, 2025, the note payable had a principal balance outstanding of ~~Notes~~$664,500 ~~Payable~~and ~~Related~~accrued ~~Party~~interest payable of $8,638.

	September 30, 2024			December 31, 2023
	(Successor)
CardCash acquisition notes payable	$	2,000,000		$	-
Less debt discount		(20,300	)		-
Total principal balance		1,979,700			-
Accrued interest		6,932			-
Total principal and accrued interest		1,986,632			-
Less current portion		(1,986,632	)		-
Non-current portion	$	-		$	-

11. Stockholders’ Equity

~~F-16~~Preferred Stock

~~On September~~The ~~20,~~Company ~~2024,~~is ~~the~~authorized ~~Company~~to ~~entered~~issue ~~into~~ a ~~secured~~total ~~promissory note (the “Note”) with Spars Capital Group LLC (“Spars Capital”) in the principal amount~~ of $210,000,000 shares ~~bearing annual interest~~ of ~~11.5%~~preferred ~~that has a maturity date of January 20~~stock, ~~2025. The~~par ~~Note~~value ~~has an origination fee and expenses of~~ $~~22,000,~~0.001 ~~which~~per ~~was recorded as a debt discount and is being amortized over the term of the Note and may be prepaid without penalty~~share. ~~The~~As ~~Note is collateralized by a blanket lien on the assets~~ of ~~the~~March Company under the terms of a Security Agreement and is subordinated only to the line of credit (see Note 7). The Note and Security Agreement are subject to additional customary terms and conditions. Spars Capital is owned by a family trust affiliated with Elliot Bohm31, a2025 ~~member of the Board of Directors of the Company~~ and ~~the~~December ~~President of CardCash Exchange~~31, ~~Inc.~~2024, athere ~~subsidiary~~were ofno ~~Giftify.~~shares As of ~~September~~preferred ~~30, 2024, the notes payable had an aggregate principal~~stock ~~balance~~issued ~~outstanding of $2,000,000, a debt discount balance of $20,300,~~ and ~~accrued interest payable of $6,932~~outstanding.

~~10. Notes~~Common ~~Payable~~ Stock

~~Notes payable~~The ~~consists~~Company is authorized to issue a total of ~~the~~750,000,000 shares ~~following~~of atcommon ~~September~~stock, 30par value $0.001 per share. As of March 31, ~~2024~~2025 and December 31, ~~2023:~~2024, the Company had 29,273,359 shares and 27,021,423 shares, respectively, of common stock issued and outstanding.

~~Schedule of~~Common ~~Notes~~Stock ~~Payable~~Transactions

	September 30, 2024			December 31, 2023
	(Successor)
CardCash acquisition notes payable	$	1,500,000		$	1,500,000
GameIQ acquisition note payable		102,199			102,199
Economic Injury Disaster Loans (EIDL) note payable		664,500			664,500
Total principal balance		2,266,699			2,266,699
Accrued interest		73,700			28,080
Total principal and accrued interest		2,340,399			2,294,779
Less current portion		(946,509	)		(836,509	)
Non-current portion	$	1,393,890		$	1,458,270

Three Months Ended March 31, 2025

~~CardCash Acquisition~~Common ~~Notes~~Shares ~~Payable~~Issued on Vesting of Restricted Stock

~~On December~~During ~~29, 2023,~~ the ~~Company~~three ~~issued~~months ~~two-year~~ended ~~promissory~~March ~~notes totaling $1~~31,~~500,000 as~~ ~~partial consideration for the acquisition of CardCash (see Note 3). $500,000 is payable on December 29,~~ 2025, ~~bearing simple annual interest of 5%, and $1,000,000 is to be paid upon~~ the ~~earlier of (a) the completion of a firm commitment underwriting the~~ Company’s ~~initial~~issued ~~public~~266,667 ~~offering~~shares ~~to allow the Company to become listed~~ on ~~the~~vesting ~~Nasdaq Capital Market or (b) December 29, 2024. As~~ of ~~December 31,~~restricted ~~2023,~~common ~~the~~stock ~~notes~~to ~~payable~~its ~~had~~employees ~~an aggregate principal balance outstanding of $1,500,000. As of September 30, 2024, the notes payable had an aggregate principal balance outstanding of $1,500,000~~ and ~~accrued interest payable of $56,250~~executive.

~~GameIQ Acquisition~~Common ~~Note~~Stock ~~Payable~~Issued for Services

~~On February~~During ~~1, 2022,~~ the ~~Company~~three ~~issued~~months ~~two~~ended ~~notes~~March ~~payable for the purchase of GameIQ~~31, ~~one for $78~~2025,~~813~~ ~~and another for $62,101. In accordance with Notes,~~ the Company ~~promised~~issued to158,332 ~~pay~~shares ~~the~~of ~~principal~~common ~~together~~stock with ~~interest~~a atfair 1%value ~~upon the earlier~~ of ~~(i) nine equal biannual installments with the first installment due on October 1~~$239, ~~2022~~130, ~~and~~or ~~the~~$1.51 ~~final~~per ~~payment due February 1~~share, ~~2025~~for ~~(the~~service ~~“Maturity Date”)~~rendered.

As of December 31, 2023, the notes payable had an aggregate principal balance outstanding of $102,199 and accrued interest payable of $821. As of September 30, 2024, the notes payable had an aggregate principal balance outstanding of $102,199 and accrued interest payable of $1,440.F-16

~~Economic Injury~~Issuance ~~Disaster~~of ~~Loans~~Common ~~(EIDL)~~Stock for Settlement of Vendor Balance

~~On June~~During ~~17, 2020,~~ the ~~Company~~three ~~received~~months ~~$150,000~~ended ofMarch ~~proceeds applicable to loans administered by the SBA as disaster loan assistance under the Covid-19 Economic Injury Disaster Loan (EIDL) Program. On July 14~~31, ~~2021~~2025, the Company ~~received~~issued ~~an additional $350~~75,000 shares of ~~proceeds pursuant~~common tostock ~~the~~with ~~loan.~~a Onfair ~~July~~value ~~21,~~of ~~2020~~$108,750, ~~the~~or ~~Company~~$1.45 ~~received~~per ~~$150~~share,~~000~~ ~~of proceeds applicable~~ to ~~loans~~settle ~~administered~~a bytrade ~~the~~vendor ~~SBA~~balance asof ~~disaster~~$75,000. ~~loan~~The ~~assistance~~excess ~~under~~of the ~~Covid-19~~fair ~~EIDL~~value ~~Program.~~of Onthe ~~January~~common ~~31,~~stock ~~2022,~~issued over the ~~Company~~trade ~~assumed~~vendor anbalance ~~additional~~was $1433,~~500 EIDL~~750, ~~and~~which ~~accrued~~was ~~interest of~~recorded ~~$900,~~ as ~~part~~a component of selling, ~~the~~general ~~consideration~~and ~~paid~~administrative ~~for~~expenses in the ~~acquisition~~consolidated statement of ~~GameIQ~~operations.

FIssuance of Common Stock on At-17the-Market Issuance Sales Agreement

~~The loans~~During ~~bear~~the ~~interest~~three atmonths ~~3.75%~~ended ~~per~~March ~~annum~~31, ~~with~~2025, athe Company ~~combined~~sold ~~repayment of principal and interest of $3~~764,~~500~~743 ~~per~~shares ~~month beginning 12 months from the date~~ of ~~the~~Common ~~promissory~~Stock ~~note~~and ~~over~~received aproceeds, ~~period~~net of ~~30 years. As of December 31~~expenses, ~~2023, the note payable had a principal balance outstanding~~ of $~~664~~1,~~500~~031,113, ~~and~~or ~~accrued~~an ~~interest~~average ~~payable~~ of $~~27,259~~1.35 Asper ~~of September 30~~share, ~~2024,~~utilizing its At-the-Market ~~note~~Issuance ~~payable~~Sales ~~had~~Agreement awith ~~principal~~Ascendiant ~~balance~~Capital ~~outstanding of $664~~Markets,~~500~~ ~~and accrued interest payable of $16,010~~LLC.

~~11. Stockholder’s~~Issuance ~~Deficit~~of Common Stock on Stock Purchase Agreement

~~Preferred~~On December 16, 2024, the ~~Stock~~Company entered into a Securities Purchase Agreement and Strata Purchase Agreement with ClearThink Capital Partners, LLC (ClearThink Capital”). Under the terms of the Strata Purchase Agreement, ClearThink Capital agreed to purchase up to $10 million of Giftify’s shares of common stock (the “Purchase Shares”) based on a series of request notices limited to the lesser of $1 million or 500% of the average number of shares traded for the 10 trading days prior to the closing request date with the minimum purchase notice to be $25,000. The Company will receive financing in an amount equal to 99% of the average of the closing prices of the Company shares of common stock on the Nasdaq stock market during the Valuation Period that is defined as three business days preceding the purchase date with respect to a request notice. No purchase of Company shares of common stock will be made by ClearThink if its beneficial ownership of Giftify common stock exceeds 9.99% of the issued and outstanding shares of Giftify common stock.

~~The Company~~During isthe ~~authorized~~three tomonths ~~issue~~ended March ~~a total of 10~~31,~~000,000~~ ~~shares of preferred stock~~2025, ~~par~~the ~~value~~Company ~~$0.001~~received ~~per~~net ~~share.~~proceeds As of ~~September 30~~$374,500 ~~2024 and~~from ~~2023~~ClearThink Capital, ~~there~~which ~~were~~purchased no387,194 shares of ~~preferred~~the ~~stock~~Company’s common ~~issued and outstanding~~stock.

~~Common~~On February 4, 2025, the ~~Stock~~Company exercised its right to terminate the SPA effective by mutual agreement of the parties.

~~The~~Issuance ~~Company is authorized to issue a total~~ of ~~750,000,000~~Common ~~shares~~Stock ofon ~~common~~Public ~~stock, par value $0.001 per share. As of September 30, 2024 and December 31, 2023, the Company had 26,134,763 shares and 24,119,967 shares, respectively, of common stock issued and outstanding.~~Offering

~~Common~~On ~~Stock~~January ~~Transactions~~15, 2025, the Company entered into a Placement Agency Agreement with Craft Capital Management LLC (“Craft Capital”), as placement agent, to issue and sell 600,000 shares of the Company’s common stock at a purchase price of $1.00 per Share. The shares were offered by the Company pursuant to its shelf registration statement on Form S-3 (File No. 333-282322), that was declared effective by the Securities and Exchange Commission on October 15, 2024, on a best efforts basis (the “Offering”). The offer and sale of the shares in the Offering are described in the Company’s prospectus constituting a part of the registration statement, as supplemented by a final prospectus supplement dated January 15, 2025. On January 16, 2025, the Company closed the Offering. The Company sold 600,000 shares for total gross proceeds of $600,000. After deducting the placement agent fee and offering expenses payable by the Company, the Company received net proceeds of $478,000.

~~Issuance of~~ Common Stock ~~on Sale of Common Stock~~ Issuable

~~During the~~At ~~nine~~March ~~months~~31, ~~ended September 30~~2025, ~~2024~~350,843 ~~the~~shares ~~Company~~of ~~received~~common ~~net~~stock with ~~proceeds~~an aggregate value of $3350,~~054,073~~843 ~~from~~have ~~the~~not ~~sale~~been ofissued ~~1,539,500~~and ~~shares~~are ofreflected as common stock atissuable ~~$2.00~~in ~~per~~the ~~share,~~accompanying asconsolidated ~~part of a private placement~~financial statements.

~~Common Stock Issued for Employment Agreements~~F-17

~~Effective~~Three onMonths ~~December~~Ended ~~29,~~March ~~2023~~31, with the closing of the acquisition of CardCash (see Note 3), the Company entered into a four year employment agreement with Elliot Bohm and Mark Ackerman. Mr. Bohm was the President of CardCash and Mr. Ackerman was the Chief Operating Officer of CardCash prior to the acquisition by the Company and will remain in those positions following the acquisition. Bohm also joined the Board of Directors of the Company.2024

~~Under the~~Issuance ~~terms~~ of ~~the agreements, Mr. Bohm and Mr. Ackerman received a one-time award of 1,250,000 restricted shares of the Company’s~~Common ~~common~~Stock ~~stock~~for ~~with~~Services an aggregate fair value of $10 million, 50% vesting immediately and 50% vesting over 4 years. During the nine months ended September 30, 2024, the Company recognized stock compensation expense of $937,500 and issued 66,666 shares based upon its vesting term. As of September 30, 2024, the unamortized stock compensation amounted to $4,062,500 to be expensed upon vesting in future periods through December 2027.

~~Issuance~~During the three months ended March 31, 2024, the Company issued 50,000 shares of ~~Common~~common ~~Stock~~stock with a fair value of $217,500, or $4.35 per share, to a consultant for ~~Services~~services rendered.

~~During the~~Issuance ~~nine months ended September 30, 2024, the Company issued 200,000 shares~~ of ~~common~~Private ~~stock~~Placement ~~with a fair value~~ of ~~$751,500,~~Common ~~or $3.76 per~~Stock ~~share, to a consultant for services rendered.~~

~~Common~~During the three months ended March 31, 2024, the ~~Stock~~Company ~~Issuable~~received net proceeds of approximately $2,709,000 for the sale of 1,354,500 shares of common stock at $2.00 per share, as part of a private placement.

~~At December~~Common ~~31,~~Stock 2023, 383,343 shares of common stock with an aggregate value of $383,000 have not been issued and are reflected as common stock issuable in the accompanying consolidated financial statements. During the nine months ended September 30, 2024, the Company issued 32,500 shares of common stock, leaving 350,843 shares of common stock issuable in the accompanying consolidated financial statements at September 30, 2024.Issuable

~~F-18~~At December 31, 2023, 383,343 shares of common stock with an aggregate value of $383,000 have not been issued and are reflected as common stock issuable in the accompanying consolidated financial statements. During the three months ended March 31, 2024, the Company issued 12,500 shares of common stock, leaving 370,843 shares of common stock issuable in the accompanying consolidated financial statements at March 31, 2024.

1112. ~~Stock~~ Share-Based Compensation

Summary of Restricted Common Stock

The following table summarizes restricted stock activity during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025:

Schedule of Restricted Stock

	~~Unvested Shares~~	Unvested Shares			~~Issuable Shares~~	Issuable Shares			~~Fair Value at Date of Issuance~~	Fair Value at Date of Issuance			~~Weighted Average Grant Date Fair Value~~	Weighted Average Grant Date Fair Value
Balance, December 31, 2023		125,000				-			$	418,750				3.35
Balance, December 31, 2024			1,320,835				-			$	4,531,224				3.43
Granted		~~425,000~~	450,000			-	-			~~1,793,500~~	414,000			~~4.22~~	0.92
Vested		~~(175,000~~	)(266,668	)		~~175,000~~	266,668			-	-			-	-
Forfeited		-	-			-	-			-	-			-	-
Issued		-	-			~~(175,000~~	)(266,668	)		~~(964,609~~	)(568,709	)		-	-
Balance, September 30, 2024		375,000				-			$	1,247,641			$	3.86
Balance, March 31, 2025			1,504,167				-			$	4,376,515			$	2.91

On ~~March~~ February 1, ~~2023~~2025, the Company granted its Chief Executive Officer ~~200~~250,000 shares of the Company’s restricted stock, and ~~100~~granted 200,000 shares of the Company’s restricted stock to ~~employees~~other officers with an aggregate fair value of $1414,~~005,~~000 or $30.3592 per share. The restricted stock grant vest ~~33%~~monthly over ona ~~the~~36-month ~~grant date, and 33% on each subsequent anniversary date~~period.

On March 1, 2024, the Company granted its Chief Executive Officer 200,000 shares of the Company’s restricted stock, and 225,000 shares of the Company’s restricted stock to other officers and employees with an aggregate fair value of $1,793,500 or $4.22 per share. The restricted stock grant vest 33% on the grant date, and 33% on each subsequent anniversary date. During the three months ended March 31, 2024, the Company issued 141,666 of these shares of restricted stock with a fair value of $597,831 based upon its vesting term.

~~During~~Effective on December 29, 2023, with the closing of the ~~nine~~acquisition ~~months~~of ~~ended~~CardCash ~~September~~(see ~~30,~~Note ~~2024~~3), the Company ~~recognized~~entered ~~stock~~into ~~compensation~~an ~~expense~~Employment Agreements with Elliot Bohm and Mark Ackerman. Mr. Bohm was the President of ~~$1,199,628~~CardCash and ~~issued~~Mr. ~~175,000~~Ackerman ~~shares~~was the Chief Operating Officer of CardCash prior to the acquisition by the Company and ~~restricted~~now ~~stock~~remain ~~based~~in ~~upon~~those ~~its~~positions ~~vesting~~following ~~term~~the acquisition. Bohm also joined the Board of Directors of the ~~grants~~Company. AsUnder the terms of ~~September~~the four-year 30agreements, ~~2024~~Mr. Bohm and Mr. Ackerman each received an annual base salary of $375,000 and a one-time award of 1,250,000 restricted shares of the ~~unamortized~~Company’s common stock ~~compensation~~with ~~expense~~aggregate ~~amounted to~~fair value of $110 million,~~014,433,~~ towhich be50% ~~expensed~~vesting ~~upon~~immediately, and the remaining 50% vesting inover ~~future~~4 ~~periods~~years ~~through~~equally ~~March~~on 1,each ~~2026~~anniversary of the closing of the acquisition of CardCash.

~~Summary~~During the three months ended March 31, 2025 and 2024, the Company recognized stock compensation expense of ~~Stock~~$568,709 and ~~Options~~$1,044,250 and issued 266,668 shares of restricted stock based upon its vesting term of the grants. As of March 31, 2025, the unamortized stock compensation expense amounted to $4,376,515, to be expensed upon vesting in future periods through February 2028.

~~A summary of stock options for the nine months ended September 30, 2024, is as follows:~~F-18

Summary of Stock Options

	Number of Options			Weighted Average Exercise Price
	(Successor)
Balance outstanding, December 31, 2023		743,116			4.43
Options granted		3,405,500			4.22
Options exercised		(2,834	)		3.35
Options expired or forfeited		(22,500	)		1.05
Balance outstanding, September 30, 2024		4,123,282		$	4.28
Balance exercisable, September 30, 2024		2,396,576		$	4.32

A summary of stock option activity is presented below:

~~On April~~ Schedule ~~1, 2024, the Company, pursuant to the terms~~ of ~~its 2019~~ Stock Incentive Plan, granted options exercisable into 3,405,500 shares to be issued to its executives and employees. The 3,405,500 stock options had an exercise price of $4.01 per share, with vesting of 33% on April 1, 2024, and then 33% on each subsequent anniversary date.Options

F-19

	Number of			Weighted Average
	Options			Exercise Price

Stock options outstanding at December 31, 2024		4,122,830		$	4.28
Granted		1,170,000			4.01
Exercised		-			-
Expired or forfeited		(749,580	)		(1.05	)
Stock options outstanding at March 31, 2025		4,543,250		$	4.28
Stock options exercisable at March 31, 2025		2,532,250		$	4.32

~~The~~On February 1, 2025, the Company, pursuant to the terms of its 2019 Stock Incentive Plan, granted options exercisable into 1,170,000 shares of the Company’s common stock to its executives and employees. The stock options vest over 36 months equally. The stock options are exercisable at a weighted average price of $40.0192 per share with an average life to expiration of approximately ~~nine~~ three years. The total fair value of these options at grant date was approximately $131,~~500~~073,000, which was determined using a Black-Scholes-Merton option pricing model with the following average assumption: stock price of $40.0192 per share, expected term of 6.00 years, volatility of ~~220~~ 241%, dividend rate of 0%, and weighted average risk-free interest rate of 4.3345%. The expected term represents the weighted-average period of time that share option awards granted are expected to be outstanding giving consideration to vesting schedules and historical participant exercise behavior; the expected volatility is based upon historical volatility of the Company’s common stock; the expected dividend yield is based on the fact that the Company has not paid dividends in the past and does not expect to pay dividends in the future; and the risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of measurement corresponding with the expected term of the share option award.

During the ~~nine~~three months ~~ended~~March ~~September 30~~31, 2025 and 2024, the Company recognized $994,295 and $637,~~874,603~~ 126 of stock compensation expense relating to vested stock options. As of ~~September~~March 3031, ~~2024~~2025, the aggregate amount of unvested compensation related to stock options was approximately $64,~~836~~621,~~929~~872 which will be recognized as an expense as the options vest in future periods through ~~March~~February ~~2026~~2028.

The weighted average remaining contractual life of common stock options outstanding and exercisable at ~~September~~March 3031, ~~2024~~2025, was 8.5038 years. Based on a fair market value of $1.8396 per share on March ~~September 30~~31, ~~2024~~2025, the intrinsic value attributed to exercisable but unexercised common stock options was $~~190~~279,~~040~~662 at ~~September~~March 3031, ~~2024~~2025.

~~12. Commitments~~The exercise prices of common stock options outstanding and ~~Contingencies~~exercisable at March 31, 2025 are as follows:

~~From time~~ Schedule ~~to time the Company may be named in claims arising in the ordinary course~~ of ~~business.~~Options ~~Currently,~~Summarized ~~there~~by ~~are~~Exercise no such legal proceedings that are pending against the Company or that involve the Company that, in the opinion of management, could reasonably be expected to have a material adverse effect on the Company’s business or financial condition.Price

13. Subsequent Events

Exercise Prices		Options Outstanding (Shares)		Options Exercisable (Shares)
$	0.92		1,170,000		65,000
$	1.05		7,500		7,500
$	1.25		28,500		28,500
$	1.50		400,000		400,000
$	2.50		50,000		50,000
$	3.00		100,000		100,000
$	3.35		67,500		67,500
$	4.22		2,718,000		1,812,000
$	363.17		1,750		1,750
			4,543,250		2,532,250

~~On October 25, 2024, the Company entered into an At-the-Market Issuance Sales Agreement with Ascendiant Capital Markets, LLC, as sales agent to sell shares of its common stock, par value $0~~13.~~001 (the~~ ~~“Common~~Commitments Stock”), having an aggregate offering price of up to $30,000,000 (the “Shares”) from time to time, through an “at the market offering” (the “ATM Offering”) as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Subsequent to September 30, 2024, the Company sold 37,102 shares of Common Stock and ~~received proceeds of $66,341, or an average of $1.79 per share.~~Contingencies

~~F-20~~From time to time the Company may be named in claims arising in the ordinary course of business. Currently, there are no such legal proceedings that are pending against the Company or that involve the Company that, in the opinion of management, could reasonably be expected to have a material adverse effect on the Company’s business or financial condition.

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~F-19

Management’s Discussion and Analysis of Financial Condition and Results of Operations is designed to provide a reader of the financial statements with a narrative report on our financial condition, results of operations, and liquidity14. ~~This~~Segment ~~discussion~~information and analysis should be read in conjunction with the attached unaudited Condensed Consolidated Financial Statements and notes thereto and our Annual Report on Form 10-K for the year ended December 31, 2023, including the audited Consolidated Financial Statements and notes thereto. The following discussion contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations, and intentions. Our actual results could differ materially from those discussed in the forward-looking statements. Please also see the cautionary language at the beginning of this Quarterly Report regarding forward-looking statements.

~~Background~~The Company operates and manages its business as one reportable and operating segment concentrating on the sale of gift cards and discount certificates to our customers. The measure of segment assets is reported on the balance sheet as total consolidated assets. The Company derives revenue primarily in the United States of America and manages its business activities on a consolidated basis.

~~On March~~The 1Company’s chief operating decision maker (CODM), ~~2020~~its Chief Executive Officer, wereviews ~~acquired~~financial ~~the~~information ~~assets~~presented ofon ~~Restaurant.com,~~a ~~Inc.~~consolidated ~~Restaurant.com,~~basis ~~Inc~~and decides how to allocate resources based on net loss. Consolidated net loss is aused ~~pioneer~~for inevaluating ~~the~~financial ~~restaurant~~performance. ~~deal~~The ~~space~~monitoring ~~and~~of ~~the~~budgeted versus actual results ~~nation’s~~is ~~largest~~used ~~restaurant-focused~~in ~~digital~~assessing ~~deals~~performance ~~brand~~of the Company and in establishing management’s compensation.

~~On December~~Significant ~~29,~~segment ~~2023,~~expenses ~~Giftify,~~include ~~Inc.~~employee ~~completed the acquisition of CardCash Exchange~~compensation, ~~Inc. (“CardCash”). The acquisition was made~~ ~~pursuant~~stock-based ~~to a plan of merger agreement dated August 18~~compensation, ~~2023,~~merchant ~~between the Company~~fees, and ~~Elliott~~consulting ~~Bohn,~~and inoutside ~~his~~provider ~~capacity as stockholder representative for CardCash’s stockholders~~costs. ~~The~~Other ~~Company~~operating ~~acquired~~expenses include all ofremaining ~~the issued and outstanding equity interests of CardCash from CardCash’s~~costs ~~stockholders~~necessary ~~for~~to ~~$26,682,000,~~operate ~~made~~our upbusiness ofand ~~6,108,007~~primarily ~~shares~~include ~~of the Company’s common stock with a fair value of $24~~advertising,~~432,000~~ orcorporate ~~$4.00 per share~~compliance, ~~$750,000 in cash (including $250,000 advanced in October 2023),~~ and ~~the~~overhead ~~issuance of notes payable for $1,500,000~~expenses. ~~Elliot~~The ~~Bohm, President of CardCash prior to the merger with the Company, remains as President of CardCash~~ following ~~the closing of the merger and~~table ~~has~~presents ~~joined~~ the ~~Board~~significant ofsegment ~~Directors~~expenses ofand ~~the~~other ~~Company~~segment asitems ~~well~~regularly asreviewed ~~serving~~by asour a member of the Board of Directors of CardCash. Marc Ackerman, Chief Operating Officer of CardCash prior to the merger with the Company, continues to serve as Chief Operating Officer of CardCash following the closing of the merger.CODM:

~~On August~~ Schedule 6,of ~~2024,~~Segment ~~The~~Reporting ~~Nasdaq Stock Market (“Nasdaq”) granted the Company’s application for listing on the Nasdaq.~~Information

On September 4, 2024, the Company’s Board of Directors approved and, by written consent dated September 5, 2024, the holders of a majority of our common stock approved an amendment to our Certificate of Incorporation to change our name from RDE, Inc. to Giftify, Inc.

	Three Months Ended March 31, 2025			Three Months Ended March 31, 2024

Net sales	$	22,277,013		$	21,521,894
Cost of sales		18,695,377			18,264,618
Gross profit		3,581,636			3,257,276

Less:
Employee compensation and benefits		1,551,307			1,485,319
Stock-based compensation expense		1,563,005			1,082,375
Merchant and bank fees		1,115,030			919,443
Consulting and outside provider costs		808,413			961,346
Sales and marketing expenses		565,395			556,247
Depreciation of capitalized software costs		161,543			378,737
Amortization of intangible assets		543,917			607,917
Other operating expenses		440,691			209,311
Total operating expenses		6,749,301			6,200,695
Loss from operations	$	(3,167,665	)	$	(2,943,419	)

~~Business Overview~~15. Subsequent Events

~~We have~~Issuance ~~two~~of ~~principal~~Common ~~divisions,~~Stock ~~B2C~~on ~~and~~At-the-Market ~~B2B,~~Issuance Sales ~~for both CardCash and for Restaurant.com.~~Agreement

~~CardCash~~Subsequent to March 31, 2025, the Company sold 60,977 shares of Common Stock and received proceeds net of expenses of $109,675, utilizing its At-the-Market Issuance Sales Agreement with Ascendiant Capital Markets, LLC.

~~CardCash operates~~Repayment ~~as a leading gift card exchange platform, facilitating the purchase and sale~~ of ~~unwanted~~Note gift cards at discounted rates for both consumers and businesses. The Company’s mission is to provide a seamless marketplace for individuals looking to maximize the value of their gift cards while also offering businesses innovative solutions to leverage this market.Payable

~~CardCash’s core~~Subsequent ~~service~~to ~~offering~~March ~~includes the buying and selling of gift cards from over 1~~31,~~100~~ ~~retailers~~2025, ~~such~~the asCompany ~~Target,~~repaid ~~Home Depot, Starbucks~~in ~~and~~full TJits ~~Maxx,~~GameIQ ~~among~~acquisition ~~others.~~note Bypayable ~~connecting~~(see ~~buyers~~Note ~~and sellers, CardCash enables consumers to unlock value from unused gift cards and save significant amounts on their purchases~~10).

~~CardCash purchases~~Secured ~~unwanted~~Revolving ~~gift~~Line ~~cards~~of ~~at a value lower than their face worth and subsequently retails them at a discounted rate to discerning~~Credit ~~shoppers nationwide. This avenue not only allows individuals to obtain cash for their unneeded gift cards but also enables them to make cost-effective purchases through discounted gift cards.~~Amendment

1On April 23, 2025, CardCash Exchange, Inc. (“CardCash”), a wholly owned subsididary of the registrant (“Giftify”), entered into a second amended and restated secured promissory note (the “Note”) with Pathward, National Association (“Pathward”) (see Note 7) in the principal amount of $7,000,000 that amends and restates the Amended and Restated Promissory Note dated December 23, 2020, in the original principal amount of $10,000,000 (the “Original Note”) and bearing annual interest of 3% in excess of that rate shown in the Wall Street Journal as the prime rate (the “Effective Rate”). Interest on the Note fluctuates with each change in the prime rate so published. If at any time Pathward either abandons the use of the Wall Street Journal prime rate or the Wall Street Journal prime rate is no longer published, then Pathward will establish a similar replacement rate in its sole discretion but at no time will the Effective Rate be less than 6.50% per annum.

~~With advanced~~CardCash ~~fraud~~must ~~prevention~~pay ~~technology,~~interest ~~known~~on asthe ~~FraudFix,~~principal ~~CardCash~~amount ~~ensures~~which is outstanding each month in arrears commencing on the ~~security~~first day ~~and~~of ~~integrity~~the month following the funding of ~~all~~the ~~transactions~~transaction ~~conducted~~and continuing on the first day of each month thereafter until the unpaid principal ~~its~~and ~~platform~~interest are fully paid. ~~This~~Any ~~commitment~~failure to ~~trust~~pay ~~and~~the ~~reliability~~entire ~~has~~amount ~~contributed~~when todue ~~its~~will ~~success~~be inan ~~saving~~event ~~consumers~~of ~~over~~default ~~$100~~that ~~million~~will ~~since~~result ~~its~~in an interest ~~inception~~charge at the “Extra Rate” that is defined in the Note as the Effective Rate plus 8.00% per annum.

~~Restaurant~~The Note is collateralized by a blanket lien on the assets of CardCash under the terms of an Amended and Restated Loan and Security Agreement dated December 23, 2020.~~com~~ Under Amendment No. 2 to Amended and Restated Loan and Security Agreement (“Amendment No. 2”) executed on April 23, 2025, advances under the Note may be measured against a percentage of Eligible Accounts and Eligible Inventory as those terms are defined in Amendment No. 2. The amount advanced as a loan under the Noted may not exceed an amount which is the lesser of: (i) $7,000,000 and the sum of (a) 100% of Eligible Credit Card Receivables (as defined in Amendment No. 2), plus 100% of the Product Costs for Eligible Inventory (as those capitalized terms are defined in Amendment No. 2), provided however, that the Product Costs for Eligible Inventory consisting of Prepaid Inventory shall not exceed $750,000. In addition, if CardCash terminates Amendment No. 2 prior to December 31, 2025, it must pay an Exit Fee of 0.50% of $7,000,000, together with all unpaid Loan Fees and Maintenance Fees (as those terms are defined under Amendment No. 2) due under the Agreement. The required minimum cash collateral balance decreased from $1,250,000 to $1,000,000, releasing $250,000 to CashCard.

~~Restaurant.com is a pioneer in the restaurant deal space and the nation’s largest restaurant~~F-focused digital deals brand. We derive our revenue from transactions in which we sell discount certificates for restaurants on behalf of third-party restaurants. Founded in 1999, we connect digital consumers, businesses, and communities offering dining and merchant deal options nationwide at over 182,500 restaurants and retailers to over 7.8 million customers. Our 10,000 core restaurants and 170,000 Dining Discount Pass restaurants and retailers extend nationwide. Our top three B2C markets are New York, Chicago and Los Angeles.20

~~Restaurant~~Item 2.~~com Business~~ toManagement’s ~~Customer~~Discussion ~~Division~~and Analysis of Financial Condition and Results of Operations

~~Our~~Management’s Discussion and Analysis of Financial ~~B2C~~Condition ~~division~~and ~~accounted~~Results ~~for~~of ~~45%~~Operations is designed to provide a reader of ~~gross~~the ~~revenue~~financial statements with a narrative report on our financial condition, results of operations, and liquidity. This discussion and analysis should be read in conjunction with the attached unaudited Condensed Consolidated Financial Statements and notes thereto and our ~~fiscal~~Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024, including the audited Consolidated Financial Statements and notes thereto. ToThe ~~our~~following ~~database~~discussion contains forward-looking statements that involve risks and uncertainties, such as statements of ~~6.2~~our ~~million~~plans, ~~customers~~objectives, expectations, and intentions. Our actual results could wediffer ~~sell:~~materially from those discussed in the forward-looking statements. Please also see the cautionary language at the beginning of this Quarterly Report regarding forward-looking statements.

~~● Discounted~~Background ~~certificates for 10,000 restaurants. The certificates range from $5 to $100 and never expire.~~

●On September 4, 2024, our Board of ~~Discount~~Directors ~~Dining~~approved ~~Passes~~and, ~~which~~by ~~provide~~written ~~discounts~~consent atdated ~~170~~September 5,~~000~~ ~~restaurants~~2024, ~~and~~the ~~other~~holders ~~retailers~~of a majority of our common stock approved an amendment to our Certificate of Incorporation to change our name from RDE, Inc. ~~These~~to ~~passes~~Giftify, ~~provide~~Inc. ~~multiple~~The ~~uses~~change ~~for~~to ~~nine~~Giftify, Inc. became effective on ~~months~~October 28, 2024. All references to RDE, Inc. have been changed to Giftify, Inc.

~~● “Specials~~On byAugust ~~Restaurant.com” which bundle Restaurant.com certificates with a variety of other entertainment options~~6, ~~including theatre~~2024, ~~movies,~~The ~~wine~~Nasdaq ~~and travel. Customers have favored these bundled offering (“Specials”), generating significantly greater~~Stock ~~revenue~~Market ~~per~~granted ~~customer when compared to purchasing~~ our ~~other~~application ~~products. The average other Company value~~ for ~~these~~listing ~~Specials~~on ~~sales is nearly five times a certificate purchase. Specials generated over 5% of our past year’s B2C revenue from 60% of~~ the ~~B2C revenue of the Company for the fiscal year ended December 31, 2023~~Nasdaq. ~~We believe that our relationships with small businesses presents a significant revenue opportunity through such cross-promotions.~~

~~Restaurant.com~~On August 18, 2023, we entered into ~~Business~~an agreement and plan of merger to ~~Business~~acquire ~~Division~~CardCash Exchange Inc (“CardCash”). On December 29, 2023, the merger was completed and has been accounted for as a business combination using the acquisition method of accounting. CardCash was formed in 2013 and purchases merchant gift cards and resells them at a markup.

~~Our B2B~~On ~~division~~March ~~accounted~~1, ~~for~~2020, ~~55%~~we ofacquired ~~our~~the ~~gross~~assets ~~revenue~~of ~~in our fiscal year ended December 31~~Restaurant.com, ~~2023~~ Inc., Wea ~~sell~~pioneer ~~certificates~~in ~~and~~the ~~Discount~~restaurant ~~Dining Passes~~deal tospace ~~corporations~~ and ~~marketers,~~the ~~which~~nation’s ~~use~~largest ~~them~~restaurant-focused ~~to:~~digital deals brand.

~~● generate~~Business ~~new customers;~~Overview

~~● increase~~We ~~sales~~have attwo ~~the~~principal ~~point~~divisions, ofB2C ~~sale;~~and B2B, for both CardCash and for Restaurant.com.

~~● reward points/customer loyalty;~~CardCash

●CardCash operates as a leading gift card exchange ~~convert~~platform, tofacilitating ~~paperless~~the ~~billing~~purchase and ~~auto-bill~~sale ~~payment~~of unwanted gift cards at discounted rates for both consumers and businesses. The Company’s mission is to provide a seamless marketplace for individuals looking to maximize the value of their gift cards while also offering businesses innovative solutions to leverage this market.

●CardCash’s core service offering includes the ~~motivate~~buying ~~specific~~and ~~customer~~selling ~~behavior~~of gift cards from over 1,100 retailers, such as ~~free~~Target, ~~home~~Home ~~repair~~Depot, ~~estimates~~Starbucks and ~~test~~TJ ~~drives~~Maxx, ~~for~~among ~~auto~~others. ~~dealers;~~By connecting buyers and sellers, CardCash enables consumers to unlock value from unused gift cards and save significant amounts on their purchases.

●CardCash purchases unwanted gift cards at a value ~~renew~~lower ~~subscriptions~~than ~~and~~their ~~memberships;~~face worth and subsequently retails them at a discounted rate to discerning shoppers nationwide. This avenue not only allows individuals to obtain cash for their unneeded gift cards but also enables them to make cost-effective purchases through discounted gift cards.

●With advanced fraud prevention technology, known as ~~address~~FraudFix, ~~customer~~CardCash ~~service~~ensures ~~issues~~the security and integrity of all transactions conducted on its platform. This commitment to trust and reliability has contributed to its success in saving consumers over $100 million since its inception.

Restaurant.com ~~Other~~ ~~Business~~

WeRestaurant.com is a pioneer in the restaurant deal ~~also~~space ~~generate~~and the nation’s largest restaurant-focused digital deals brand. We derive our revenue ~~through~~from transactions in which we sell discount certificates for restaurants on behalf of third-party ~~offers~~restaurants. Founded in 1999, we connect digital consumers, businesses, and ~~display~~communities adoffering ~~revenue~~dining and merchant deal options nationwide at over 182,500 restaurants and retailers to over 7.8 ~~This~~million ~~comprises~~customers. Our a10,000 decore ~~minimis~~restaurants ~~portion~~and of170,000 ~~our~~Dining ~~gross~~Discount ~~revenue~~Pass restaurants and retailers extend nationwide. Our top three B2C markets are New York, Chicago and Los Angeles.

Restaurant.com ~~Attractive~~ Business to Customer ~~Demographics~~Division

~~We intend~~ toTo ~~grow and leverage~~ our ~~customer~~ database of 6.2 million ~~which~~customers, we ~~believe is of value to merchants for a variety of services and products.~~sell:

~~Inflation~~● Discounted certificates for 10,000 restaurants. The certificates range from $5 to $100 and never expire.

~~Global inflation~~● ~~also~~Discount ~~increased~~Dining ~~during 2021 and in 2022. The Russia and Ukraine conflict and other geopolitical conflicts~~Passes, ~~as well as related~~ ~~international response, have exacerbated inflationary pressures, including causing increases in the price for goods and services and global supply chain disruptions,~~ which ~~have~~provide ~~resulted~~discounts ~~and~~at ~~may continue to result in shortages in food products~~170,000 ~~materials~~restaurants and services. Such shortages have resulted and may continue to result in inflationary cost increases for labor, fuel, food products, materials and services, and could continue to cause costs to increase as well as result in the scarcity of certain materials. We cannot predict any future trends in the rate of inflation or other ~~negative economic factors or associated increases in our operating costs and how that may impact our business~~retailers. ToThese ~~the~~passes ~~extent~~provide wemultiple ~~and~~uses ~~the~~for ~~restaurant~~six customers we service are unable to recover higher operating costs resulting from inflation or otherwise mitigate the impact of such costs on our and their business, our revenues and gross profit could decrease, and our financial condition and results of operations could be adversely affectedmonths.

~~Going~~● “Specials by Restaurant.com” ~~Concern~~which bundle Restaurant.com certificates with a variety of other entertainment options, including theatre, movies, wine and travel. Customers have favored these bundled offering (“Specials”), generating significantly greater revenue per customer when compared to purchasing our other products. The average order value for these Specials sales is nearly five times a certificate purchase

~~The Company has a history of reporting net losses and negative operating cash flows~~Restaurant.com AtBusiness ~~September 30, 2024, the Company had cash of $3,090,980 available~~ to ~~fund~~Business ~~its operations, including expansion plans, and to service its debt, and a working capital deficit of $2,182,182.~~Division

~~Our consolidated~~ financial statements have been presented on the basis that it will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We ~~have~~sell ~~experienced~~certificates ~~operating losses~~ and ~~negative~~Discount ~~operating cash~~Dining ~~flows~~Passes ~~during~~to ~~2023~~corporations and ~~2022. We have financed our working capital requirements through borrowings from various sources and the sale~~marketers, ofwhich ~~our~~use ~~equity~~them ~~securities.~~to:

~~As a~~● ~~result,~~generate ~~management~~new ~~has~~customers; ~~concluded~~● ~~that~~increase ~~there~~sales isat ~~substantial doubt about our ability to continue as a going concern. The Company’s independent registered public accounting firm, in its report on~~ the ~~Company’s~~point ~~consolidated~~of ~~financial~~sale; ~~statements~~● ~~for~~reward ~~the~~points/customer ~~year~~loyalty; ~~ended December~~● ~~31,~~convert ~~2023,~~to ~~has~~paperless ~~also~~billing ~~expressed~~and ~~substantial~~auto-bill ~~doubt~~payment. ~~about~~● ~~the~~motivate ~~Company’s~~specific ~~ability~~customer tobehavior ~~continue~~such as afree ~~going~~home ~~concern.~~repair ~~The~~estimates ~~Company’s consolidated~~and ~~financial~~test ~~statements~~drives dofor ~~not~~auto ~~include~~dealers; ~~any~~● ~~adjustments~~renew ~~that~~subscriptions ~~might~~and ~~result~~memberships; ~~from~~and ~~the~~● ~~outcome~~address ofcustomer ~~this~~service ~~uncertainty~~issues.

~~The Company’s~~Restaurant.com ~~ability~~Other to continue as a going concern is dependent upon its ability to raise additional debt or equity capital to fund its business activities and to ultimately achieve sustainable operating revenues and profitability.Business

~~As market~~We ~~conditions~~also ~~present~~generate ~~uncertainty~~revenue asthrough tothird-party ~~the Company’s ability to secure additional funds, there can be no assurances that the~~offers ~~Company will be able to secure additional financing on acceptable terms, as~~ and ~~when~~display ~~necessary~~ad ~~to continue to conduct operations~~revenue. ~~There is~~This ~~also~~comprises ~~significant~~a ~~uncertainty~~de asminimis toportion ~~the effect that the coronavirus may have on the Company’s business plans and the amount and type~~ of ~~financing~~our ~~available~~gross ~~to the Company in the future~~revenue.

~~If the~~Restaurant.com ~~Company~~Attractive isCustomer unable to obtain the cash resources necessary to satisfy the Company’s ongoing cash requirements, the Company could be required to scale back its business activities or to discontinue its operations entirely.Demographics

~~Basis~~We intend to grow and leverage our customer database of ~~Presentation~~6.2 million which we believe is of value to merchants for a variety of services and products.

~~On August~~In ~~18,~~March ~~2023~~2020, ~~Giftify,~~the ~~Inc.~~World ~~(“Giftify”) entered~~Health ~~into~~Organization andeclared COVID-19 ~~agreement~~a ~~and~~global ~~plan~~pandemic. ofThis ~~merger~~contagious todisease ~~acquire~~outbreak, ~~CardCash~~adversely ~~Exchange~~affected ~~Inc~~work ~~(“CardCash”). On December 29~~forces, ~~2023,~~economies ~~the~~and ~~merger~~financial ~~was~~markets ~~completed~~globally. The ~~the~~outbreak ~~Company’s~~has ~~operations~~negatively ~~are~~impacted ~~not~~our ~~considered~~revenues ~~significant~~as ~~compared~~a toresult ~~the operations~~ of ~~CardCash before~~ the ~~acquisition.~~temporary ~~Accordingly,~~closures ~~for~~of ~~the~~restaurants ~~purpose~~throughout of the ~~accompanying~~United ~~consolidated~~States ~~financial statements, periods before~~where ~~December~~our ~~29,~~discount ~~2023~~certificates ~~reflect~~and ~~the~~Discount ~~financial~~Dining ~~position,~~Passes ~~results~~were ofaccepted ~~operations~~ and ~~cash~~where ~~flows~~dining ofwas ~~Card~~being ~~Cash~~restricted ~~prior~~ to ~~the~~outdoor ~~acquisition,~~locations ~~and~~or ~~is referred~~ to ascapacity constraints ~~the~~for ~~“Predecessor”~~indoor dining. ~~Periods~~Our ~~beginning~~revenues ~~after~~from ~~December~~purchase ~~29,~~of ~~2023~~our ~~reflect~~discount ~~the~~certificates ~~financial~~in ~~position~~2020, ~~results~~2021 ~~of operations~~ and ~~cash~~2022 ~~flows~~declined ofsince ~~the~~they ~~Company consolidated with CardCash, and is referred to as the “Successor”. A black-line between the~~could ~~Successor~~only ~~and~~be ~~Predecessor~~redeemed ~~periods~~when ~~has~~dining ~~been placed~~ in the ~~consolidated~~restaurants ~~financial statements~~ and inalso ~~the~~were ~~tables~~not toaccepted ~~the~~for ~~notes~~payment toby ~~the~~third-party ~~consolidated financial~~platforms ~~statements~~that tofacilitated ~~highlight~~ordering and ~~the~~delivery ~~lack~~ of ~~comparability~~food ~~between these periods~~on-demand. ~~Collectively,~~As the ~~Company~~COVID-19 ~~(Successor)~~pandemic ~~and~~has ~~CardCash (Predecessor)~~abated, ~~are~~our ~~referred~~revenues toimproved asin ~~the~~fiscal ~~“Company”~~2023.

~~Results of Operations - Three months ended September 30, 2024, compared to three months ended September 30, 2023~~Inflation

~~Sales~~Global inflation also increased during 2021 and in 2022. The Russia and Ukraine conflict and other geopolitical conflicts, as well as related international response, have exacerbated inflationary pressures, including causing increases in the price for goods and services and global supply chain disruptions, which have resulted and may continue to result in shortages in food products, materials and services. Such shortages have resulted and may continue to result in inflationary cost increases for labor, fuel, food products, materials and services, and could continue to cause costs to increase as well as result in the scarcity of certain materials. We cannot predict any future trends in the rate of inflation or other negative economic factors or associated increases in our operating costs and how that may impact our business. To the extent we and the restaurant customers we service are unable to recover higher operating costs resulting from inflation or otherwise mitigate the impact of such costs on our and their business, our revenues and gross profit could decrease, and our financial condition and results of operations could be adversely affected.

	Successor		Predecessor
	Three Months Ended September 30, 2024		Three Months Ended September 30, 2023
Net Sales	$	23,210,850	$	20,207,519

Going Concern

~~Sales for~~The ~~the~~Company ~~three~~has ~~months~~a ~~ended~~history ~~September 30, 2024, were $23,210,850, an increase~~ of ~~approximately~~reporting ~~$3,003,331,~~net ~~or 14~~losses.~~9%,~~ At asMarch ~~compared to $20~~31,~~207,519 in~~ ~~the three months ended September 30~~2025, ~~2023. During~~ the ~~current~~Company ~~year~~had ~~period,~~cash ~~we focused on improving our gross margin. We assessed the quality~~ of ~~our purchased gift card brands~~$2,121,814 ~~allowing~~available us to ~~increase~~fund ~~the~~its ~~sales~~operations, ~~price~~including toexpansion ~~our customers~~plans, ~~resulting~~and into aservice ~~gross margin of 12.9%,~~its asdebt, ~~compared~~and to a ~~gross~~negative ~~margin~~working capital of 12$2,075,999.~~8% in the prior year period.~~

	Successor		Predecessor
	Three Months Ended September 30, 2024		Three Months Ended September 30, 2023
Cost of Sales	$	20,220,237	$	17,629,985

Our consolidated financial statements have been presented on the basis that it will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We have experienced operating losses and negative operating cash flows during 2024 and 2023. We have financed our working capital requirements through borrowings from various sources and the sale of our equity securities.

~~Cost of~~As ~~sales~~a ~~consists~~result, ~~primarily~~management ofhas ~~the~~concluded ~~cost~~that there is substantial doubt about our ability to ~~purchase~~continue ~~merchant~~as ~~gift~~a ~~cards~~going concern. ~~Amortization~~The ofCompany’s ~~developed~~independent ~~technology~~registered ispublic ~~excluded~~accounting ~~from~~firm, in ~~cost~~its ofreport on the Company’s consolidated financial statements for the year ended December 31, 2024, has also expressed substantial ~~sales~~doubt ~~and~~about ~~included~~the inCompany’s ~~amortization~~ability ~~expense~~to incontinue as a going concern. The Company’s consolidated financial statements do not include any adjustments that might result from the ~~Statements~~outcome of ~~Operations~~this uncertainty.

~~Costs of~~The ~~sales~~Company’s ~~for~~ability ~~the three months ended September 30, 2024 increased~~ to ~~$20,220,237,~~continue as ~~compared~~a ~~to $17,629,985 during the three months ended~~going ~~September~~concern ~~30,~~is ~~2023.~~dependent ~~Our~~upon ~~cost~~its ofability ~~sales,~~to asraise aadditional ~~percentage~~debt ofor ~~sales,~~equity ~~were~~capital ~~87.1%~~to ~~and~~fund ~~87.2%,~~its ~~respectively.~~business ~~The~~activities ~~increase in our cost of sales,~~ and ~~the increase in our gross margin, as compared~~ to ~~the~~ultimately ~~prior~~achieve sustainable ~~year~~operating ~~period,~~revenues isand ~~discussed above~~profitability.

~~Operating~~As market conditions present uncertainty as to the ~~Expenses~~Company’s ability to secure additional funds, there can be no assurances that the Company will be able to secure additional financing on acceptable terms, as and when necessary to continue to conduct operations. There is also significant uncertainty as to the effect that the coronavirus may have on the Company’s business plans and the amount and type of financing available to the Company in the future.

	Successor		Predecessor
	Three Months Ended September 30, 2024		Three Months Ended September 30, 2023
Selling, General and Administrative Expenses	$	5,908,603	$	2,600,156
Amortization of capitalized software costs		254,292		267,985
Amortization of intangible assets		607,917		75,000

If the Company is unable to obtain the cash resources necessary to satisfy the Company’s ongoing cash requirements, the Company could be required to scale back its business activities or to discontinue its operations entirely.

Selling, general and administrative expenses consist of costs incurred to identify, communicate with and evaluate potential customers and related business opportunities, and compensation to officers and directors, as well as legal and other professional fees, lease expense, and other general corporate expenses. Management expects selling, general and administrative expenses to increase in future periods as the Company adds personnel and incurs additional costs related to its operation as a public company, including higher legal, accounting, insurance, compliance, compensation and other costs.3

4Results of Operations – Three Months Ended March 31, 2025, Compared to Three Months Ended March 31, 2024

~~Selling~~GIFTIFY, ~~general~~ ~~and administrative expenses were $5,908,603 for the three months ended September 30, 2024, as compared to $2,600,156 for the three months ended September 30, 2023, an increase of $3,308,447~~INC. ~~The~~AND ~~increase~~SUBSDIARIES ~~was~~(FKA ~~from the recording of $2~~RDE,~~248,821~~ ~~of stock-based compensation expense during the three months ended September 30, 2024, which did not occur in the prior year period~~INC. ~~The remaining change in selling,~~) ~~general~~CONDENSED ~~and~~CONSOLIDATED ~~administrative~~STATEMENTS ~~expenses~~OF ~~was from general changes in our business and operations.~~OPERATIONS

Amortization of capitalized software costs. Amortization expenses are primarily attributable to the Company’s capitalized software development costs. Amortization expenses were $254,292 for the three months ended September 30, 2024, as compared to $267,985 during the three months ended September 30, 2023.

	Three Months Ended March 31,
	2025			2024
	(Unaudited)			(Unaudited)

Net Sales	$	22,277,013		$	21,521,894
Cost of sales		18,695,377			18,264,618
Gross profit		3,581,636			3,257,276

Operating Expenses
Selling, general and administrative expenses		6,043,841			5,214,041
Amortization of capitalized software costs		161,543			378,737
Amortization of intangible assets		543,917			607,917
Total operating expenses		6,749,301			6,200,695

Loss from operations		(3,167,665	)		(2,943,419	)

Other income (expense):
Interest expense		(209,571	)		(247,301	)
Total other income (expense), net		(209,571	)		(247,301	)
Net loss before income taxes		(3,377,236	)		(3,190,720	)
Income tax (expense) benefit		159,904			-
Net loss	$	(3,217,332	)	$	(3,190,720	)

~~Amortization of~~Net intangible assets. Amortization expenses are primarily attributable to the Company’s amortization of intangible assets with finite lives. Amortization expenses were $607,917 for the three months ended September 30, 2024, as compared to $75,000 during the three months ended September 30, 2023.Sales

Loss from Operations

	Three Months Ended March 31, 2025		Three Months Ended March 31, 2024

CardCash	$	21,867,114	$	21,160,007
Restaurant.com		409,899		361,887
Net Sales	$	22,277,013	$	21,521,894

	Successor			Predecessor
	Three Months Ended September 30, 2024			Three Months Ended September 30, 2023
Loss from Operations	$	(3,780,199	)	$	(365,607	)

CardCash

~~For~~ Net sales for the three months ended ~~September~~March 3031, 2025 and 2024, wewere ~~incurred~~$21,867,114 aand ~~loss~~$21,160,007, ~~from~~respectively. ~~operations~~During ofthe $3current year period,~~780,199,~~ aswe ~~compared~~focused toon aimproving ~~loss~~our ~~from~~gross ~~operations~~margin. ofWe ~~$365,607~~assessed ~~for~~ the ~~three~~quality ~~months~~of ~~ended~~our ~~September~~purchased 30gift card brands, ~~2023.~~allowing ~~The~~us to increase the sales price to our customers, resulting in ~~loss~~a ~~from~~gross margin ~~operations~~of ~~was~~14.7%, ~~due~~as compared to ~~our~~a ~~increased~~ gross ~~profit~~margin ~~offset by~~of ~~increased~~13.8% ~~stock-based~~in ~~compensation~~the ~~expense,~~prior ~~operating~~year ~~costs~~period, ~~and~~which ~~amortization~~generated ~~expense,~~an increase in gross profit as ~~discussed~~compared to ~~above~~the prior year period.

~~Other Income (Expenses)~~Restaurant.com

	Successor			Predecessor
	Three Months Ended September 30, 2024			Three Months Ended September 30, 2023
Other Income (Expenses)	$	(280,953	)	$	(191,326	)

Net Sales for the three months ended March 31, 2025 and 2024, were $409,899 and $361,886, respectively.

We had other expenses of $280,953 for the three months ended September 30, 2024, as compared to other expenses of $191,326 for the three months ended September 30, 2023. Other expenses consist solely of interest expenses offset by interest income.4

~~Net Loss~~Cost of Sales

	Successor			Predecessor
	Three Months Ended March 31, 2025			Three Months Ended March 31, 2025
	Three Months Ended September 30, 2024			Three Months Ended September 30, 2023
CardCash	$	18,659,017		$	18,237,448
Net Loss	$	(4,061,152	)	$	(556,582	)
Restaurant.com		36,360			27,170
Cost of Sales	$	18,695,377		$	18,264,618

5CardCash

WeCost of sales consists primarily of the cost to purchase ~~realized~~merchant agift ~~net~~cards. ~~loss~~Cost of ~~$4,061,152~~sales for the three months ended ~~September~~March 3031, 2025 and 2024, aswere ~~compared~~$18,659,017 toand ~~a net loss of~~ $~~556~~18,~~582~~237,448, ~~for the three~~respectively. ~~months~~Gross ~~ended~~profit ~~September~~increased 30$ $285,850, ~~2023~~or 9.8%, ~~The~~as ~~increase~~compared into ~~net~~the ~~loss~~prior ~~was~~year ~~due~~period. toOur ~~our~~gross ~~increased~~margin, ~~gross~~as ~~profit~~a ~~offset~~percentage byof ~~increased~~sales, ~~stock-based~~were ~~compensation~~14.7% ~~expense~~and 13.8%, ~~operating~~for ~~costs,~~the ~~amortization~~three ~~expense,~~months ~~and~~ended ~~interest~~March ~~expense~~31, as2025 ~~discussed~~and ~~above~~2024, respectively.

~~Modified EBITDA~~Restaurant.com

~~In addition~~Cost toof ~~our~~sales ~~GAAP~~for ~~results,~~the wethree ~~present~~months ~~Modified~~ended ~~EBITDA~~March ~~as a supplemental measure of our performance. However~~31, ~~Modified EBITDA is not~~ a2025 ~~recognized measurement under GAAP~~ and ~~should not be considered as an alternative to net income~~2024, ~~income~~were ~~from operations or any other performance measure derived in accordance with GAAP~~$36,360 ~~or as an alternative to cash flow from operating activities as a measure of liquidity. We define Modified EBITDA as net income (loss), plus interest expense, depreciation~~ and ~~amortization~~$27, ~~stock-based compensation~~170, ~~and fair value of common stock issued for services~~respectively.

~~Management considers~~Operating our core operating performance to be that which our managers can affect in any particular period through their management of the resources that affect our underlying revenue and profit generating operations during that period. Non-GAAP adjustments to our results prepared in accordance with GAAP are itemized below. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Modified EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Modified EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.Expenses

Set forth below is a reconciliation of net loss to Modified EBITDA for the three months ended September 30, 2024 and 2023 (unaudited):

	Three Months Ended March 31, 2025		Three Months Ended March 31, 2024

Selling, general and administrative expenses	$	6,043,841	$	5,214,041
Amortization of capitalized software costs		161,543		378,737
Amortization of intangible assets		543,917		607,917
Operating expenses	$	6,749,301	$	6,200,695

	Successor			Predecessor
	Three Months Ended September 30, 2024			Three Months Ended September 30, 2023
Net loss	$	(4,061,152	)	$	(556,582	)
Modified EBITDA adjustments:
Income taxes		-			(351	)
Interest expense		280,953			191,326
Amortization of intangible assets		607,917			75,000
Amortization of capitalized software costs		254,292			267,985
Stock option and other noncash compensation		1,714,821			-
Fair value of common stock issued for services		534,000			-
Total EBITDA adjustments	$	3,391,983		$	553,960
Modified EBITDA	$	(669,169	)	$	(22,622	)

~~We present~~Selling, ~~Modified~~general ~~EBITDA because we believe it assists investors~~ and ~~analysts~~administrative inexpenses ~~comparing our performance across reporting periods on~~were a$6,043,841 ~~consistent~~for ~~basis~~the bythree ~~excluding~~months ~~items~~ended ~~that~~March we31, do2025, ~~not~~as ~~believe~~compared ~~are~~to ~~indicative~~$5,214,041 offor ~~our~~the ~~core~~three ~~operating~~months ~~performance.~~ended InMarch ~~addition~~31, we2024, ~~use~~an ~~Modified~~increase ~~EBITDA~~of ~~for~~$829,800. ~~developing~~The ~~our~~increase ~~internal~~was ~~budgets,~~from ~~forecasts~~increased ~~and~~stock-based ~~strategic~~compensation ~~plan;~~expense inof ~~analyzing~~$481,628 during the ~~effectiveness~~three ofmonths ~~our~~ended ~~business~~March ~~strategies~~31, in2025, ~~evaluating~~increased ~~potential~~payroll ~~acquisitions;~~and ~~making~~benefit ~~compensation~~expenses, ~~decisions;~~ and ingeneral ~~communications~~changes ~~with~~in our ~~board~~business ofand ~~directors concerning our financial performance~~operations. ~~Modified EBITDA has limitations as an analytical tool, which includes, among others, the following:~~

●Amortization ~~Modified~~of ~~EBITDA~~capitalized ~~does~~software ~~not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;~~costs.

6Amortization expenses are primarily attributed to the Company’s capitalized software development costs. Amortization expenses were $161,543 during the three months ended March 31, 2025, as compared to $378,737 during the three months ended March 31, 2024.

●Amortization ~~Modified~~of ~~EBITDA~~intangible does not reflect changes in, or cash requirements for, our working capital needs; ● Modified EBITDA does not reflect future interest expense, or the cash requirements necessary to service interest or principal payments, on our debts; and ● Although depreciation and amortization are non-cash charges, the assets ~~being depreciated and amortized will often have to be replaced in the future, and Modified EBITDA does not reflect any cash requirements for such replacements~~.

~~Results~~Amortization expenses are primarily attributable to the Company’s amortization of ~~Operations~~intangible –assets ~~Nine~~with finite lives. Amortization expenses were $543,917 during the three months ended March ~~September 30~~31, ~~2024~~2025, as compared to ~~nine~~amortization expenses of $607,917 during the three months ended ~~September~~March ~~30,~~31 ~~2023~~2024.

~~Sales~~5

	Successor		Predecessor
	Nine Months Ended September 30, 2024		Nine Months Ended September 30, 2023
Net Sales	$	64,753,246	$	65,460,904

Loss from Operations

~~Sales~~For ~~for~~ the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, ~~were~~we ~~$64,753,246,~~incurred a ~~decrease~~loss offrom ~~approximately~~operations of $~~707~~ 3,~~658~~167, ~~or 1.1%~~665, as compared to a loss from operations of $652,~~460~~943,~~904~~419 infor the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024. ~~During~~The ~~the~~increase ~~current~~in ~~year~~loss ~~period,~~from weoperations ~~focused~~was ondue ~~improving~~to our increased gross ~~margin.~~profit Weoffset ~~assessed~~by ~~the~~increased ~~quality~~stock-based ofcompensation ~~our purchased gift card brands~~expense, ~~allowing~~and usoperating ~~to increase the sales price to our customers~~costs, ~~resulting in a gross margin of 14.7%,~~ as ~~compared~~discussed ~~to a gross margin of 12~~above.4% ~~in the prior year period. While our sales decreased 1.1% over the prior year period, our gross profit increased over the prior year period.~~

	Successor		Predecessor
	Nine Months Ended September 30, 2024		Nine Months Ended September 30, 2023
Cost of Sales	$	55,244,862	$	57,352,182

Other Expenses

~~Cost of~~For ~~sales~~the ~~consists~~three ~~primarily~~months ofended ~~the~~March ~~cost~~31, to2025, ~~purchase~~we ~~merchant~~incurred interest ~~gift~~expense ~~cards.~~of ~~Amortization~~$209,571, as compared to interest expense of ~~developed~~$247,301 ~~technology~~for isthe ~~excluded~~three ~~from~~months ~~cost~~ended ~~of sales~~March ~~and~~31, ~~included~~2024. inThe ~~amortization~~decrease in interest expense inwas ~~the~~due ~~Statements~~to ofour ~~Operations~~decreased debt balances.

~~Costs of~~Income ~~sales~~Tax for the nine months ended September 30, 2024 decreased to $55,244,862, as compared to $57,352,182 during the nine months ended September 30, 2023. Our cost of sales, as a percentage of sales, were 85.3% and 87.6%, respectively. The decline in our cost of sales, and the increase in our gross margin, as compared to the prior year period, is discussed above.Benefit

~~Operating~~For the three months ended March 31, 2025, we realized ~~Expenses~~an income tax benefit of $159,904 as compared to an income tax benefit of $0 for the three months ended March 31, 2024.

	Successor		Predecessor
	Nine Months Ended September 30, 2024		Nine Months Ended September 30, 2023
Selling, General and Administrative Expenses	$	20,954,914	$	8,238,497
Amortization of capitalized software costs		935,766		803,956
Amortization of intangible assets		1,823,751		225,000

Net Loss

7We realized a net loss of $3,217,332 for the three months ended March 31, 2025, as compared to a net loss of $3,190,720 for the three months ended March 31, 2024. The increase in net loss was due to our increased gross profit, decreased interest expense, and income tax benefit, offset by increased stock-based compensation expense and operating costs, as discussed above.

~~Selling, general~~Modified and administrative expenses consist of costs incurred to identify, communicate with and evaluate potential customers and related business opportunities, and compensation to officers and directors, as well as legal and other professional fees, lease expense, and other general corporate expenses. Management expects selling, general and administrative expenses to increase in future periods as the Company adds personnel and incurs additional costs related to its operation as a public company, including higher legal, accounting, insurance, compliance, compensation and other costs.EBITDA

~~Selling~~In addition to our GAAP results, we present Modified ~~general~~EBITDA ~~and~~as ~~administrative~~a ~~expenses~~supplemental ~~were~~measure ~~$20~~of our performance. However,~~954,914~~ ~~for~~Modified ~~the~~EBITDA ~~nine~~is ~~months~~not ~~ended~~a ~~September~~recognized ~~30,~~measurement ~~2024,~~under GAAP and should not be considered as ~~compared~~an alternative to $8net income,~~238,497~~ ~~for~~income ~~the nine~~from ~~months~~operations ~~ended~~or ~~September~~any ~~30,~~other ~~2023,~~performance anmeasure ~~increase~~derived ofin ~~$12~~accordance with GAAP,~~716,417.~~ or ~~The~~as ~~increase~~an ~~was~~alternative ~~from~~to ~~the~~cash ~~recording~~flow offrom ~~$9,762,242~~operating ofactivities ~~stock-based~~as ~~compensation expense~~a ~~during~~measure ~~the~~of ~~nine~~liquidity. ~~months~~We ~~ended~~define ~~September~~Modified ~~30,~~EBITDA ~~2024.~~as ~~The~~net ~~remaining~~income ~~change~~(loss), plus ininterest ~~selling~~expense, ~~general~~depreciation and ~~administrative~~amortization, ~~expenses~~stock-based ~~was~~compensation, ~~from general~~and ~~changes~~fair invalue ~~our~~of ~~business~~common ~~and~~stock ~~operations~~issued for services.

~~Amortization~~Management considers our core operating performance to be that which our managers can affect in any particular period through their management of ~~capitalized~~the ~~software~~resources ~~costs~~that affect our underlying revenue and profit generating operations during that period. ~~Amortization~~Non-GAAP ~~expenses~~adjustments to our results prepared in accordance with GAAP are itemized ~~primarily~~below. ~~attributed~~You are encouraged to evaluate these adjustments and the ~~Company’s~~reasons ~~capitalized~~we ~~software~~consider ~~development costs.~~them ~~Amortization~~appropriate ~~expenses~~for ~~were~~supplemental ~~$935~~analysis. In evaluating Modified EBITDA,~~766~~ ~~for~~you should be aware that in the ~~nine~~future ~~months~~we ~~ended~~may ~~September~~incur ~~30,~~expenses ~~2024,~~that are the same as ~~compared~~or similar to ~~$803,956~~some ~~during~~ of the ~~nine~~adjustments ~~months~~in this presentation. Our presentation of Modified EBITDA should not be construed as an inference that our future results ~~ended~~will ~~September~~be ~~30,~~unaffected ~~2023~~by unusual or non-recurring items.

~~Amortization of~~Set ~~intangible~~forth ~~assets.~~below ~~Amortization~~is ~~expenses~~a ~~are~~reconciliation ~~primarily attributable to the Company’s amortization~~ of ~~intangible~~net ~~assets~~loss ~~with~~to ~~finite~~Modified ~~lives.~~EBITDA ~~Amortization expenses were $1,823,751~~ for the ~~nine~~three months ended ~~September~~March 3031, ~~2024,~~2025 asand ~~compared~~2024 ~~to $225,000 during the nine months ended September 30, 2023.~~(unaudited):

Loss from Operations

	Three Months Ended March 31, 2025			Three Months Ended March 31, 2024

Net Loss	$	(3,217,332	)	$	(3,190,720	)

Modified EBITDA adjustments:
Income taxes		(159,904	)		-
Interest expense		209,571			247,301
Amortization of intangible assets		543,917			607,917
Amortization of capitalized software costs		161,543			378,737
Loss on fair value of stock issued on vendor settlement		33,750			-
Stock option and other noncash compensation		1,802,135			1,298,876
Total Modified EBITDA adjustments		2,591,012			2,532,831

Mofified EBITDA	$	(626,320	)	$	(657,889	)

	Successor			Predecessor
	Nine Months Ended September 30, 2024			Nine Months Ended September 30, 2023
Loss from Operations	$	(14,206,047	)	$	(1,158,731	)

We present Modified EBITDA because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we use Modified EBITDA in developing our internal budgets, forecasts and strategic plan; in analyzing the effectiveness of our business strategies in evaluating potential acquisitions; making compensation decisions; and in communications with our board of directors concerning our financial performance. Modified EBITDA has limitations as an analytical tool, which includes, among others, the following:

~~For the~~● ~~nine~~Modified ~~months~~EBITDA ~~ended~~does ~~September~~not ~~30,~~reflect ~~2024,~~our wecash ~~incurred a loss from operations of $14~~expenditures,~~206,047,~~ asor ~~compared~~future ~~to a loss from operations of $1~~requirements,~~158,731~~ for ~~the~~capital ~~nine~~expenditures ~~months~~or ~~ended~~contractual ~~September~~commitments; ~~30,~~● ~~2023.~~Modified ~~The~~EBITDA ~~increase~~does innot ~~loss~~reflect ~~from~~changes ~~operations was due to our increased gross profit offset by increased stock-based compensation expense~~in, ~~operating~~or ~~costs,~~cash ~~and~~requirements ~~amortization expense~~for, asour ~~discussed~~working ~~above.~~capital needs;

~~Other Income~~● ~~(Expenses)~~Modified EBITDA does not reflect future interest expense, or the cash requirements necessary to service interest or principal payments, on our debts; and ● Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Modified EBITDA does not reflect any cash requirements for such replacements.

	Successor			Predecessor
	Nine Months Ended September 30, 2024			Nine Months Ended September 30, 2023
Other Income (Expenses)	$	(790,471	)	$	(543,634	)

Critical Accounting Policies and Estimates

WeThe following discussion and analysis of financial ~~had~~condition ~~other~~and ~~expenses~~results of ~~$790,471~~operations ~~for~~is based upon the ~~nine~~Company’s ~~months~~consolidated financial statements for the years ended ~~September~~December 3031, 2024 and 2023 presented elsewhere in this report, aswhich ~~compared~~have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Certain accounting policies and estimates are particularly important to ~~other~~the ~~expenses~~understanding of the Company’s financial position and results of ~~$543,634~~operations ~~for~~and require the ~~nine~~application ~~months~~of significant judgment by management ~~ended~~or ~~September~~can 30be materially affected by changes from period to period in economic factors or conditions that are outside of the Company’s control. As a result, ~~2023~~these issues are subject to an inherent degree of uncertainty. ~~Other~~In ~~expenses~~applying ~~consist~~these policies, management uses its judgment to determine the appropriate assumptions to be used in the determination of ~~interest~~certain ~~expenses~~estimates. ~~offset~~Those byestimates ~~interest~~are ~~income~~based on the Company’s historical operations, the future business plans and the projected financial results, the terms of existing contracts, trends in the industry, and information available from other outside sources.

8Revenue Recognition

~~Net~~The Company ~~Loss~~recognizes revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers.

	Successor			Predecessor
	Nine Months Ended September 30, 2024			Nine Months Ended September 30, 2023
Net Loss	$	(14,996,518	)	$	(1,673,617	)

The Company buys merchant gift cards from the general public and distributors at a discount and then resells them at a markup. The Company also derives revenue from the sale of discount certificates for restaurants on behalf of third-party restaurants.

~~We realized~~Revenue aand ~~net~~costs ~~loss~~ of ~~$14,996,518~~sales ~~for~~are recognized when control of the ~~nine~~products ~~months~~transfers ~~ended~~to ~~September~~our 30customer, ~~2024,~~which asgenerally ~~compared~~occurs toat a ~~net~~point ~~loss~~in oftime ~~$1,673,617~~when ~~for~~the risk and title to the ~~nine~~product transfers ~~months~~to ~~ended~~the ~~September~~customer ~~30,~~upon ~~2023~~delivery to the customer. The ~~increase~~Company’s inperformance ~~net~~obligations ~~loss~~are ~~was~~satisfied ~~due~~at tothat ~~our~~time. ~~increased~~The ~~gross~~Company’s standard ~~profit~~terms ~~offset~~of bydelivery ~~increased~~are ~~stock-based~~included ~~compensation expense,~~in ~~operating~~its ~~costs~~contracts of sale, ~~amortization~~order ~~expense~~confirmation documents, and ~~interest~~invoices. ~~expense,~~The asCompany ~~discussed~~recognizes ~~above~~revenue on a gross basis for the sales price of the merchant gift cards and discount certificates it collects.

~~Modified EBITDA~~Share-Based Compensation

~~In addition~~The toCompany ~~our~~periodically ~~GAAP~~issues ~~results,~~share-based weawards to ~~present~~employees ~~Modified~~and ~~EBITDA~~non-employees asand aconsultants ~~supplemental~~for ~~measure~~services ofrendered. ~~our~~Stock ~~performance.~~options ~~However,~~vest ~~Modified~~and ~~EBITDA~~expire isaccording ~~not~~to terms established at athe ~~recognized~~issuance ~~measurement~~date ~~under~~of ~~GAAP~~each ~~and~~grant. ~~should~~Stock ~~not~~grants beare ~~considered~~measured asat anthe ~~alternative~~grant todate ~~net~~fair ~~income,~~value. ~~income~~Stock-based ~~from~~compensation ~~operations~~cost oris ~~any~~measured ~~other~~at ~~performance~~fair ~~measure~~value ~~derived~~on inthe ~~accordance~~grant ~~with~~date ~~GAAP,~~and oris generally recognized as ana ~~alternative~~charge to ~~cash~~operations ~~flow~~ratably ~~from~~over ~~operating~~the ~~activities~~requisite asservice, aor ~~measure~~vesting, ~~of liquidity~~period. WeRecognition ~~define~~of ~~Modified~~compensation ~~EBITDA~~expense asfor ~~net~~non-employees ~~income~~is ~~(loss),~~in ~~plus~~the ~~interest~~same ~~expense,~~period ~~depreciation~~ and ~~amortization,~~manner ~~stock-based~~as ~~compensation,~~if ~~and~~the ~~fair value~~Company ofhad ~~common~~paid ~~stock~~cash ~~issued~~ for the services.

Management considers our core operating performance to be that which our managers can affect in any particular period through their management of the resources that affect our underlying revenue and profit generating operations during that period. Non-GAAP adjustments to our results prepared in accordance with GAAP are itemized below. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Modified EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Modified EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.6

~~Set forth~~Acquisitions ~~below is a reconciliation of net loss to Modified EBITDA for the nine months ended September 30, 2024~~ and ~~2023~~Business ~~(unaudited):~~Combinations

	Successor			Predecessor
	Nine Months Ended September 30, 2024			Nine Months Ended September 30, 2023
Net loss	$	(14,996,518	)	$	(1,673,617	)
Modified EBITDA adjustments:
Income taxes		-			(28,748	)
Interest income		(5,223	)		-
Interest expense		795,694			543,634
Amortization of intangible assets		1,823,751			225,000
Amortization of capitalized software costs		935,766			803,956
Stock option and other noncash compensation		9,010,741			-
Fair value of common stock issued for services		751,500			-
Total EBITDA adjustments	$	13,312,229		$	1,543,842
Modified EBITDA	$	(1,684,289	)	$	(129,775	)

9Recent Accounting Pronouncements

~~We present~~See ~~Modified~~discussion ~~EBITDA because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative~~ of ~~our~~recent ~~core~~accounting ~~operating performance. In addition, we use Modified~~pronouncements ~~EBITDA~~ in ~~developing~~Note ~~our~~1 ~~internal~~to ~~budgets, forecasts and strategic plan; in analyzing~~ the ~~effectiveness~~accompanying ~~of our business strategies in evaluating potential acquisitions; making compensation decisions; and in communications with our board of directors concerning our~~ financial ~~performance.~~ ~~Modified EBITDA has limitations as an analytical tool, which includes, among others, the following:~~statements.

●Liquidity Modified EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments; ● Modified EBITDA does not reflect changes in, or cash requirements for, our working capital needs; ● Modified EBITDA does not reflect future interest expense, or the cash requirements necessary to service interest or principal payments, on our debts; and ●Capital Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Modified EBITDA does not reflect any cash requirements for such replacements.Resources

~~Critical~~The accompanying consolidated financial statements ~~Accounting~~do ~~Policies~~not include any adjustments to reflect the possible future effects on the recoverability and ~~Estimates~~classification of assets or the amounts and classifications of liabilities that may result from the outcome of the uncertainty concerning our ability to continue as a going concern.

~~The following~~Going discussion and analysis of financial condition and results of operations is based upon the Company’s consolidated financial statements for the years ended December 31, 2023 and 2022 presented elsewhere in this report, which have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Certain accounting policies and estimates are particularly important to the understanding of the Company’s financial position and results of operations and require the application of significant judgment by management or can be materially affected by changes from period to period in economic factors or conditions that are outside of the Company’s control. As a result, these issues are subject to an inherent degree of uncertainty. In applying these policies, management uses its judgment to determine the appropriate assumptions to be used in the determination of certain estimates. Those estimates are based on the Company’s historical operations, the future business plans and the projected financial results, the terms of existing contracts, trends in the industry, and information available from other outside sources.Concern

~~Revenue~~Our consolidated financial statements have been presented ~~Recognition~~on the basis that it will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We experienced operating losses and negative operating cash flows during 2024 and 2023. We have financed our working capital requirements through borrowings from various sources and the sale of equity securities.

~~The~~We have a history of reporting net losses. At March 31, 2025, we had cash of $2,121,814 available to fund our operations, including expansion plans, and to service our debt, and a negative working capital of $2,026,499. We anticipate our cash balance will last until approximately December 2025. As a result, we have concluded that there is substantial doubt about the Company’s ~~recognizes~~ability ~~revenue~~to continue as a going concern. In addition, the Company’s independent registered public accounting firm has included an explanatory paragraph in ~~accordance~~their report with ~~FASB~~respect ~~ASC~~to ~~606~~this uncertainty that accompanies the Company’s audited consolidated financial statements as of and for the year ended December 31, ~~Revenue~~2024. The Company’s independent registered public accounting firm, in their report on the Company’s December 31, 2024 audited consolidated financial statements, has expressed substantial doubt about the Company’s ability to continue as a going concern. Our consolidated financial statements do not include any adjustments that might result from ~~Contracts~~the ~~with~~outcome ~~Customers~~of this uncertainty.

~~The Company~~Our ~~buys~~ability ~~merchant~~to ~~gift~~continue ~~cards~~as ~~from the general public and distributors at~~ a ~~discount~~going ~~and~~concern ~~then~~is ~~resells~~dependent upon ~~them~~its atability ato ~~markup.~~raise ~~The~~additional ~~Company also~~debt ~~derives~~or ~~revenue~~equity ~~from~~capital ~~the~~to ~~sale~~fund ofits ~~discount~~business ~~certificates~~activities ~~for~~and ~~restaurants~~to onultimately ~~behalf~~achieve ofsustainable ~~third-party~~operating revenues ~~restaurants~~and profitability.

~~Revenue and~~As ~~costs~~market ofconditions ~~sales~~present ~~are~~uncertainty ~~recognized~~as ~~when control of the products transfers~~ to our ability ~~customer,~~to ~~which~~secure ~~generally~~additional ~~occurs~~funds, atthere acan ~~point~~be inno ~~time~~assurances ~~when the~~that ~~risk~~we ~~and~~will ~~title~~be toable ~~the product transfers~~ to ~~the~~secure ~~customer~~additional ~~upon~~financing ~~delivery~~on toacceptable ~~the~~terms, as ~~customer.~~and ~~The~~when ~~Company’s~~necessary, ~~performance~~to ~~obligations are~~continue ~~satisfied~~to atconduct ~~that time~~operations. ~~The~~There ~~Company’s~~is ~~standard~~also ~~terms~~significant ofuncertainty ~~delivery~~as ~~are~~to ~~included~~the inamount ~~its~~and ~~contracts~~type of ~~sale, the confirmation documents,~~financing ~~and~~available ~~invoices.~~to ~~The~~us ~~Company~~in ~~recognizes revenue on a gross basis for~~ the ~~sales price of the merchant gift cards and discount certificates it collects~~future.

~~Stock-Based~~If we are unable to obtain the cash resources necessary ~~Compensation~~to satisfy our ongoing cash requirements, we could be required to scale back its business activities or to discontinue its operations entirely.

~~The Company~~Our ~~periodically~~consolidated ~~issues~~statements ~~share-based awards to employees and non-employees and consultants for services rendered. Stock options vest and expire according to terms established at the issuance date~~ of ~~each~~cash ~~grant.~~flows ~~Stock grants are measured at the grant date fair value. Stock-based compensation cost is measured at fair value on the grant date and is generally recognized~~ as ~~a charge to operations ratably~~discussed ~~over~~herein ~~the~~are ~~requisite~~presented ~~service, or vesting, period~~below. ~~Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services.~~

	Three Months Ended March 31, 2025			Three Months Ended March 31, 2024

Net cash used in operating activities	$	(1,448,924	)	$	(6,636	)
Net cash used in investing activities		-			(224,815	)
Net cash (used in) provided by financing activities		(4,138	)		1,532,535
Net increase (decrease) in cash and cash equivalents	$	(1,453,062	)	$	1,301,084

~~Acquisitions and Business Combinations~~7

~~The Company~~Operating allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and separately identified intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from, acquired technology, trademarks and trade names, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statements of operations.Activities

~~Recent~~Cash provided by or used in operating activities primarily ~~Accounting~~consists ~~Pronouncements~~of net loss adjusted for certain non-cash items, including amortization of intangible assets, impairment of intangible assets, gain on forgiveness of government assistance notes payable, and the fair value of common stock issued for directors, employees, and service providers, and the effect of changes in working capital and other activities.

~~See~~Cash used in operating activities for the three months ~~discussion~~ended March 31, 2025 was approximately $1,448,924 and consisted of ~~recent~~our ~~accounting~~net ~~pronouncements~~loss, inadjusted ~~Note~~for 2non-cash toitems, including amortization of intangible assets, the ~~accompanying~~fair ~~financial~~value ~~statements~~of vested stock options, common stock issued to executives, employees, and advisors, and routine changes in working capital and other activities.

~~Liquidity~~Cash used in operating activities for the three months ended March 31, 2024 was approximately $6,636 and ~~Capital~~consisted ~~Resources~~of our net loss, adjusted for non-cash items, including amortization of intangible assets, fair value of vested stock options, and the fair value of common stock issued to executives, employees, and advisors, and routine changes in working capital and other activities.

~~The accompanying~~Investing consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of the uncertainty concerning our ability to continue as a going concern.Activities

~~Our consolidated~~The ~~financial~~Company ~~statements~~had ~~have~~no ~~been~~cash ~~presented~~flows ~~on the basis that it will continue as a going concern, which contemplates the realization~~from ofinvesting ~~assets~~activities ~~and~~for ~~satisfaction of liabilities in~~ the ~~normal~~three ~~course~~months ofended ~~business.~~March We31, ~~experienced operating losses and negative operating cash flows during 2023 and 2022~~2025. ~~We have financed our working capital requirements through borrowings from various sources and the sale of equity securities.~~

~~We have~~Cash aused ~~history~~for ofinvesting ~~reporting~~activities ~~net~~for ~~losses.~~the Atthree ~~September~~months ended 30March 31, 2024, wewas ~~had cash of~~ $3224,~~090~~815,~~980~~ ~~available~~which towas ~~fund~~for ~~our operations, including expansion plans, and to service our debt, and a working~~ capital ~~deficit of $2,182,182~~expenditures. We anticipate our cash balance will last until at least June 2025. As a result, we have concluded that there is substantial doubt about the Company’s ability to continue as a going concern. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

OnFinancing October 25, 2024, we entered into an At-the-Market Issuance Sales Agreement with Ascendiant Capital Markets, LLC, as sales agent to sell shares of our common stock, par value $0.001 (the “Common Stock”), having an aggregate offering price of up to $30,000,000 (the “Shares”) from time to time, through an “at the market offering” (the “ATM Offering”) as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). As of the date of the filing this report, the Company sold 37,102 shares of Common Stock and received proceeds of $66,341, or an average of $1.79 per share.Activities

~~Our~~Cash used in financing activities ~~ability~~for tothe ~~continue~~three asmonths aended ~~going~~March ~~concern~~31, is2025 ~~dependent~~was ~~upon~~$4,138, ~~its~~which ~~ability~~was tofrom ~~raise~~proceeds ~~additional~~of ~~debt~~$1,883,613 oron ~~equity~~the ~~capital~~sale toof ~~fund~~common ~~its~~stock, ~~business~~net proceeds ~~activities~~of ~~and~~$985,000 tofrom ~~ultimately~~a ~~achieve~~note ~~sustainable~~payable, ~~operating~~offset ~~revenues~~by repayment of our line of credit balance of $122,752, and ~~profitability~~repayment of our notes payable of $2,750,000.

~~As market~~Cash ~~conditions~~provided ~~present~~by ~~uncertainty~~financing asactivities tofor ~~our~~the ~~ability~~three months toended ~~secure~~March ~~additional funds~~31, ~~there~~2024 ~~can~~was be$1,532,535, nowhich ~~assurances~~was ~~that~~from weproceeds ~~will~~of be$2,709,000 ~~able to secure additional financing~~ on ~~acceptable~~the ~~terms,~~private assale ~~and~~of ~~when~~common ~~necessary~~stock, toless ~~continue~~partial torepayment of ~~conduct~~our ~~operations.~~line ~~There~~of iscredit ~~also~~balance ~~significant uncertainty~~of as$676,465, ~~to the amount~~ and ~~type~~payment of ~~financing~~$500,000 ~~available~~on toour usacquisition ~~in the future~~obligation.

~~If we~~Secured ~~are~~Revolving ~~unable~~Line toof ~~obtain the cash resources necessary to satisfy our ongoing cash requirements, we could be required to scale back its business activities or to discontinue its operations entirely.~~Credit

~~Our~~In November 2020, CardCash entered into ~~consolidated~~an ~~statements~~amended and restated promissory note for a revolving line of ~~cash~~credit ~~flows~~with asavailability ~~discussed~~of ~~herein~~up ~~are~~to ~~presented~~$10,000,000. ~~below~~The revolving line of credit is payable on demand, secured by the Company’s inventory, with interest based on the Wall Street Journal Prime Rate plus 3.00%, limited to a floor of 6.5%. At March 31, 2025 and December 31, 2024, the average interest rate was 12% and 12%, respectively. As of March 31, 2025, the Company complied with customary debt covenants. At March 31, 2025 and December 31, 2024, the line of credit requires a deposit of $1,258,826, included in restricted cash.

	Successor			Predecessor
	Nine Months Ended September 30, 2024			Nine Months Ended September 30, 2023
Net cash used in operating activities	$	(2,362,948	)	$	(220,267	)
Net cash used in investing activities		(674,646	)		(675,000	)
Net cash provided by financing activities		2,028,837			634,926
Net increase (decrease) in cash and cash equivalents		(1,008,757	)		(260,341	)

Convertible Debt

11On November 5, 2018, the Company completed the acquisition of Incumaker, Inc. and assumed certain outstanding convertible notes payable. At December 31, 2024, there was one remaining assumed convertible note payable outstanding that matured July 2017. The Company continues to be unsuccessful in reaching the Note holder to remit payment in full. At December 31, 2024, the principal balance of $20,000, and accrued interest of $23,137, are convertible at $1.50 per share into 28,758 shares of the Company’s common stock. At March 31, 2025, the principal balance of $20,000, and accrued interest of $23,887, are convertible at $1.50 per share into 29,258 shares of the Company’s common stock.

~~Operating Activities~~Notes Payable

~~Cash provided~~CardCash byAcquisition orNotes used in operating activities primarily consists of net loss adjusted for certain non-cash items, including amortization of intangible assets, impairment of intangible assets, gain on forgiveness of government assistance notes payable, and the fair value of common stock issued for directors, employees, and service providers, and the effect of changes in working capital and other activities.Payable

~~Cash~~On December ~~used~~29, in2023, ~~operating~~the ~~activities~~Company issued two-year promissory notes totaling $1,500,000 as partial consideration for the ~~nine~~acquisition ~~months~~of ~~ended~~CardCash ~~September~~(see Note 303). $750,000 ~~2024~~is ~~was~~payable ~~approximately~~on $2December 29,~~362~~ 2024,~~948~~ ~~and~~bearing ~~consisted~~simple annual interest of ~~our~~5%, ~~net~~and ~~loss~~$750,000 is to be paid upon the earlier of ~~adjusted~~(a) ~~for~~the ~~non-cash~~completion ~~items~~of a firm commitment underwriting the Company’s initial public offering to allow the Company to become listed on the Nasdaq Capital Market or (b) December 29, ~~including~~2025. ~~amortization~~As of ~~intangible~~December ~~assets~~31, ~~fair~~2024, ~~value~~the ofnotes ~~vested~~payable ~~stock~~had ~~options~~an aggregate principal balance outstanding of $1,500,000 and ~~the~~accrued ~~fair~~interest ~~value~~payable of ~~common stock~~$75,000. ~~issued~~During tothe ~~executives~~three months ended March 31, ~~employees~~2025, ~~and~~the ~~advisors~~Company made principal payments of $750,000, ~~and~~leaving ~~routine~~at ~~changes~~March in31, ~~working~~2025, ~~capital~~an aggregate principal balance outstanding of $750,000 and ~~other~~accrued ~~activities~~interest payable of $84,375.

Cash used in operating activities for the nine months ended September 30, 2023 was approximately $220,267 and consisted of our net loss, adjusted for non-cash items, including amortization of intangible assets, goodwill impairment, fair value of vested stock options, and the fair value of common stock issued to executives, and routine changes in working capital and other activities.8

~~Investing Activities~~Real World Digital Assets

~~Cash~~On February 19, 2025, the Company entered into a secured ~~used~~promissory ~~for~~note ~~investing~~with ~~activities~~Real ~~for~~World Digital Assets LLC (“Real World”) in the ~~nine~~principal ~~months~~amount ~~ended~~of ~~September~~$1,000,000 30bearing annual interest of 11.5% that has a maturity date of December 31, ~~2024~~2025. ~~was~~The Note has an origination fee and expenses of $~~674~~15,~~646~~000, which ~~was~~were ~~for~~recorded ~~capital~~as a ~~expenditures~~debt discount and are being amortized over the term of the Note and may be prepaid without penalty. The note is collateralized by a blanket lien on the assets of Giftify under the terms of a security agreement and is subordinated only to the line of credit owed by the Company to Pathward National Association (see Note 7). Proceeds from the note were used to pay the remaining balance owed on the secured promissory note with Spars Capital (See Note 9). As of March 31, 2025, the notes payable had a principal balance outstanding of $1,000,000, a debt discount balance of $12,857, and accrued interest payable of $12,918.

~~Cash used~~Economic ~~for~~Injury ~~investing~~Disaster ~~activities~~Loans ~~for the nine months ended September 30, 2023, was $675,000, which was for capital expenditures.~~(EIDL)

~~Financing~~On June 17, 2020, the Company received $150,000 of ~~Activities~~proceeds applicable to loans administered by the SBA as disaster loan assistance under the Covid-19 Economic Injury Disaster Loan (EIDL) Program. On July 14, 2021, the Company received an additional $350,000 of proceeds pursuant to the loan. On July 21, 2020, the Company received $150,000 of proceeds applicable to loans administered by the SBA as disaster loan assistance under the Covid-19 EIDL Program. On January 31, 2022, the Company assumed an additional $14,500 EIDL and accrued interest of $900 as part of the consideration paid for the acquisition of GameIQ.

~~Cash provided~~The byloans ~~financing~~bear ~~activities~~interest ~~for~~at ~~the~~3.75% ~~nine~~per ~~months ended September 30~~annum, ~~2024~~with ~~was~~a combined ~~$2,028,837,~~repayment ~~which~~of ~~was~~principal ~~from~~and ~~proceeds~~interest of $3,~~054,073~~500 ~~on the~~per ~~private~~month ~~sale~~beginning of12 ~~common~~months ~~stock,~~from ~~net~~the ~~proceeds~~date of ~~$1,978,000~~the ~~from~~promissory note over a ~~note~~period of ~~payable~~30 toyears. aAs ~~related~~of ~~party~~December 31, ~~offset~~2024, bythe ~~repayment~~note ofpayable ~~our~~had ~~line of~~a ~~credit~~principal balance outstanding of $2664,~~503,236,~~500 and ~~payment~~accrued ofinterest payable of $~~500~~15,~~000 on our acquisition obligation~~558.

~~Cash provided~~As byof ~~financing~~March ~~activities~~31, ~~for~~2025, the ~~nine~~note ~~months~~payable ~~ended~~had ~~September~~a ~~30,~~principal balance ~~2023~~outstanding ~~was~~of $~~634~~664,~~926,~~500 ~~which~~and ~~was~~accrued ~~from~~interest ~~borrowing~~payable ~~on our line~~ of ~~credit facility~~$8,638.

~~Secured Revolving~~Off-Balance ~~Line~~Sheet ~~of Credit~~Arrangements

~~The outstanding~~At ~~line~~March of31, ~~credit~~2025 ~~balance~~and atDecember ~~September 30~~31, 2024, ~~and~~the ~~December~~Company did 31not have any transactions, ~~2023~~obligations ~~was:~~or relationships that could be considered off-balance sheet arrangements.

		September 30, 2024				December 31, 2023
Line of credit		$	4,234,149			$	6,737,385

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

~~In November~~A ~~2020,~~smaller ~~CardCash~~reporting ~~entered~~company ~~into an amended and restated promissory note for a revolving line of credit with availability of up to $10,000,000. The revolving line of credit~~ is ~~payable~~not onrequired ~~demand, secured by the Company’s inventory, with interest based on the Wall Street Journal Prime Rate plus 3.00%, limited~~ to ~~a floor of 6.5%. At September 30, 2024 and December 31, 2023, the average interest~~provide ~~rate was 12% and 12%, respectively. As of September 30, 2024,~~ the ~~Company~~information ~~was~~required inby ~~compliance with~~this ~~customary debt covenants~~Item.

~~Convertible Debt~~Item 4. Controls and Procedures.

~~On November~~Evaluation ~~5, 2018, the Company completed the acquisition~~ of ~~Incumaker,~~Disclosure ~~Inc.~~Controls and assumed certain outstanding convertible notes payable. At December 31, 2023, there was one remaining assumed convertible note payable outstanding that matured July 2017, and is past due. At September 30, 2024, the principal balance of $20,000, and accrued interest of $22,238, are convertible at $1.50 per share into 28,258 shares of the Company’s common stock.Procedures

12Disclosure controls and procedures are designed at a reasonable assurance level to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to management, including our principal officers, as appropriate to allow timely decisions regarding required disclosure. The Company’s Chief Executive and Chief Financial Officer has evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2024, and have concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2024, due to the material weakness described below in the subsection titled “Management’s Annual Report on Internal Control over Financial Reporting.

~~Secured~~Notwithstanding the identified material weakness, ~~Note~~management ~~Payable~~has –concluded ~~Related~~that ~~Party~~the Financial Statements included in this Annual Report on Form 10-K present fairly, in all material respects, the Company’s financial position, results of operations and cash flows for the periods disclosed in conformity with U.S. GAAP.

On ~~September~~ 20December 29, ~~2024~~2023, the Company ~~entered~~completed ~~into a secured promissory note (~~the ~~“Note”)~~acquisition of ~~with~~CardCash ~~Spars~~Exchange ~~Capital~~Inc ~~Group LLC~~ (“~~Spars Capital~~CardCash”) ~~in the principal amount of $2,000,000 bearing annual interest of 11~~.5% ~~that~~As ~~has~~ a ~~maturity~~result ~~date~~ of ~~January~~the 20merger, ~~2025. The Note has an origination fee and expenses of $22,000, which was recorded as a debt discount and is being amortized over~~ the ~~term of the Note and may be prepaid without penalty. The Note is collateralized by a blanket lien on the assets of the~~ Company ~~under~~ ~~the~~adopted ~~terms of a Security Agreement and is subordinated only to~~ the ~~line~~controls ~~of credit (see Note 7). The Note~~ and ~~Security~~procedures ~~Agreement are subject to additional customary terms and conditions. Spars Capital is owned by a family trust affiliated with Elliot Bohm, a member~~ of ~~the Board of Directors of the Company and the President of~~ CardCash ~~Exchange, Inc~~., a subsidiary of Giftify. As of September 30, 2024, the notes payable had an aggregate principal balance outstanding of $2,000,000, a debt discount balance of $20,300, and accrued interest payable of $6,932.

~~Notes Payable~~9

~~CardCash Acquisition~~Inherent ~~Notes~~Limitations ~~Payable~~on Effectiveness of Controls

~~On December~~Management ~~29,~~does ~~2023,~~not expect the Company’s ~~issued~~disclosure controls ~~two-year~~or ~~promissory~~internal ~~notes~~control ~~totaling~~over ~~$1,500,000~~financial asreporting ~~partial~~will ~~consideration~~prevent ~~for~~or ~~the~~detect ~~acquisition~~all oferrors ~~CardCash (see~~and ~~Note~~all 3)fraud. ~~$500~~A control system,~~000~~ isno ~~payable~~matter onhow well ~~December~~designed ~~29,~~and ~~2025~~operated, ~~bearing~~can ~~simple~~provide ~~annual~~only ~~interest~~reasonable, ofnot 5%absolute, assurance that the control system’s objectives will be met. The Company’s controls and ~~$1,000,000~~procedures isare designed to provide reasonable assurance that control system’s objective will be met, ~~paid~~and ~~upon~~the CEO and CFO have concluded that the ~~earlier~~Company’s disclosure controls and procedures are ineffective at the reasonable assurance level. The design of (a) control system must reflect the ~~completion~~fact ofthat athere ~~firm~~are ~~commitment~~resource ~~underwriting~~constraints, and the ~~Company’s~~benefits ~~initial~~of ~~public~~controls must ~~offering~~be considered relative to ~~allow~~their costs. Further, because of the ~~Company~~inherent tolimitations ~~become~~in ~~listed~~all control systems, no evaluation of controls oncan ~~the~~provide ~~Nasdaq~~absolute ~~Capital~~assurance ~~Market~~that misstatements due to error or ~~(b)~~fraud ~~December~~will ~~29,~~not ~~2024.~~occur Asor ofthat ~~December~~all 31control issues and instances of fraud, if ~~2023~~any, within the ~~notes~~company ~~payable~~have ~~had~~been andetected. ~~aggregate~~These ~~principal~~inherent ~~balance~~limitations include the realities that judgments in decision-making can ~~outstanding~~be faulty and that breakdowns can occur because of ~~$1,500,000~~simple errors or mistakes. AsControls can also be circumvented by the individual acts of ~~September~~some 30persons, ~~2024~~by collusion of two or more people, or by management override of the ~~notes~~controls. ~~payable~~The ~~had~~design anof ~~aggregate~~any ~~principal~~system ~~balance~~of ~~outstanding~~controls is based in part on certain assumptions about the likelihood of ~~$1,500,000~~future events and there can be no assurance that any design will succeed ~~accrued~~in ~~interest~~achieving ~~payable~~its stated goals under all potential future conditions. Projections of ~~$56~~any evaluation of the effectiveness of controls in future periods are subject to risks. Over time,~~250~~ controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

~~GameIQ~~Management’s Annual Report on Internal ~~Acquisition~~Control ~~Note~~over ~~Payable~~Financial Reporting

OnManagement is responsible for establishing and maintaining ~~February~~adequate 1,internal ~~2022~~control over financial reporting, as defined by Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act. The Company’s internal ~~issued~~control ~~two~~over ~~notes~~financial ~~payable~~reporting ~~for~~is designed to provide reasonable assurance regarding the ~~purchase~~reliability of ~~GameIQ,~~financial ~~one~~reporting and ~~for~~the ~~$78,813~~preparation ~~and~~of ~~another~~consolidated financial statements for ~~$62,101.~~external Inpurposes in accordance with ~~Notes~~GAAP. Because of its inherent limitations, internal ~~the~~control ~~Company~~over ~~promised~~financial toreporting ~~pay~~may ~~the~~not ~~principal~~prevent ~~together~~or ~~with~~detect ~~interest~~misstatements. atAlso, 1%projections ~~upon~~of any evaluation of effectiveness to future periods are subject to the ~~earlier~~risk that controls may become inadequate because of ~~(i)~~changes ~~nine~~in ~~equal~~conditions, ~~biannual~~or ~~installments~~that the degree of compliance with the ~~first~~policies ~~installment~~or ~~due~~procedures onmay ~~October~~deteriorate. 1Management conducted an assessment of the Company’s internal control over financial reporting as of December 31, ~~2022~~2024, based on the framework and criteria established by the ~~final~~Committee ~~payment~~of ~~due~~Sponsoring ~~February~~Organizations of 1,the ~~2025~~Treadway Commission in Internal Control-Integrated Framework (2013) (COSO). Based on the ~~“Maturity~~assessment, ~~Date”)~~management concluded that, as of December 31, 2024, the Company’s internal controls over financial reporting were not effective.

AsWe identified a material weakness in our internal ofcontrols ~~December~~over ~~31,~~financial ~~2023,~~reporting. ~~the~~A ~~notes~~material ~~payable~~weakness ~~had~~is ana ~~aggregate~~deficiency, ~~principal~~or ~~balance~~a ~~outstanding~~combination of ~~$102~~deficiencies,~~199~~ ~~and~~in ~~accrued~~internal ~~interest~~control ~~payable~~over ~~of $821.~~financial Asreporting ofsuch ~~September~~that ~~30,~~there ~~2024,~~is ~~the~~a ~~notes~~reasonable ~~payable~~possibility ~~had~~that ana ~~aggregate~~material ~~principal~~misstatement ~~balance~~of ~~outstanding~~our offinancial ~~$102,199~~statements ~~and~~will ~~accrued~~not ~~interest~~be ~~payable~~prevented ofor ~~$1,440~~detected on a timely basis.

~~Economic~~As previously reported, the material weaknesses continued ~~Injury~~to ~~Disaster~~exist ~~Loans~~as of December 31, 2024, relating to the Company did not design and maintain effective controls over certain information technology (~~EIDL~~“IT”) general controls for information systems that are relevant to the preparation of its consolidated financial statements. Specifically, Company did not design and maintain effective program change management controls to ensure that access to information technology program and data changes affecting certain financial IT applications and underlying accounting records are identified, documented, tested, authorized and implemented appropriately.

~~On June~~Remediation ~~17,~~Plan ~~2020,~~for ~~the~~Material ~~Company~~Weaknesses ~~received $150,000 of proceeds applicable to loans administered by the SBA as disaster loan assistance under~~in ~~the~~Internal ~~Covid-19~~Control ~~Economic~~Over ~~Injury~~Financial Disaster Loan (EIDL) Program. On July 14, 2021, the Company received an additional $350,000 of proceeds pursuant to the loan. On July 21, 2020, the Company received $150,000 of proceeds applicable to loans administered by the SBA as disaster loan assistance under the Covid-19 EIDL Program. On January 31, 2022, the Company assumed an additional $14,500 EIDL, and accrued interest of $900, as part of the consideration paid for the acquisition of GameIQ.Reporting

~~The loans~~In ~~bear~~response ~~interest~~to atthe ~~3.75%~~material ~~per~~weaknesses ~~annum,~~identified in ~~with~~“Management’s aReporting ~~combined~~on ~~repayment~~Internal ofControl ~~principal~~Over ~~and~~Financial ~~interest~~Reporting,” ~~of $3~~we,~~500~~ ~~per~~with ~~month~~oversight ~~beginning 12 months~~ from the ~~date~~Audit Committee of the ~~promissory~~Board ~~note over a period~~ of ~~30 years. As of December 31~~Directors, ~~2023,~~developed ~~the note payable had~~ a ~~principal~~plan ~~balance~~to ~~outstanding of~~remediate ~~$664,500~~the ~~and~~material ~~accrued interest payable of $27,259~~weakness. AsOngoing ofremediation ~~September~~activities ~~30, 2024, the note payable had a principal balance outstanding of $664,500 and accrued interest payable of $16,010.~~include:

~~Off-Balance Sheet~~● ~~Arrangements~~Continue to design and implement ITGCs, focusing on user access controls, periodic access reviews, and change management; ● Continue to enhance documentation and control execution, ensuring the completeness and accuracy of supporting data; and ● Continue to provide training to our control operators.

~~None~~We believe the foregoing efforts will effectively remediate the material weaknesses described in “Management’s Report on Internal Control Over Financial Reporting.” Because the reliability of the internal control process requires repeatable execution, the successful on-going remediation of the material weaknesses will require on-going review and evidence of effectiveness prior to concluding that controls are effective

1310

~~Item 3.~~Remediation ~~Quantitative~~of ~~and~~Previously ~~Qualitative~~Identified ~~Disclosures About Market Risk.~~Material Weaknesses

~~A smaller~~In ~~reporting~~the ~~company~~year isending ~~not~~December ~~required~~31, to2023, ~~provide~~we had the ~~information~~following material ~~required by this Item.~~weakness:

~~Item~~The Company did not maintain adequate segregation 4of duties consistent with control objectives. ~~Controls~~Specifically, certain personnel had the ability to both (i) create and ~~Procedures~~post journal entries within our general ledger system and (ii) prepare and review account reconciliations.

~~Evaluation~~ As of ~~Disclosure~~December ~~control~~31, ~~and~~2024, ~~Procedures~~management implemented the following to address the previously identified material weakness.

~~Under the~~● ~~supervision~~hiring ~~and~~a ~~with~~Chief ~~the~~Financial ~~participation~~Officer ofin ~~our~~August ~~management~~2024, ~~including~~who ~~our~~has ~~principal~~extensive ~~executive~~experience ~~officer~~leading ~~and~~public ~~principal~~companies; ~~financial~~● ~~officer, we~~executing ~~conducted~~plans anto ~~evaluation~~remediate ofcontrol ~~our~~deficiencies ~~disclosure controls~~ and ~~procedures,~~performing asa ~~such~~risk ~~term~~assessment ~~is defined~~ under ~~Securities and Exchange Act of 1934 Rules 13a-15(f). Based on this evaluation, our principal executive officer and principal financial officer concluded that~~ the ~~Company’s disclosure~~COSO ~~controls~~framework; and ~~procedures~~● ~~were~~ensuring ~~not~~optimal ~~effective~~segregation as of ~~September~~duties ~~30,~~and ~~2024.~~levels As of ~~September 30, 2024, management’s assessment identified the following material weaknesses in the Company’s internal control over financial reporting:~~oversight.

~~We continue~~Management todetermined ~~have~~these acontrols ~~material~~were ~~weakness~~ in ~~our~~place and ~~internal~~were ~~control~~effectively ~~over~~operating ~~financial~~for ~~reporting~~a assufficient ~~disclosed~~period inof ~~the~~time as of December 31, ~~2023,~~2024 ~~Annual Report on Form 10-K~~and, ~~in that we had inadequate segregation of duties consistent with control objectives. Specifically~~therefore, ~~certain personnel have~~ the ~~ability~~previously toidentified ~~both (i) create and post journal entries within our general ledger system and (ii) prepare and review account reconciliations;~~material ~~and~~weakness ~~(ii)~~related ~~we did not design and maintain effective controls over certain information technology (“IT”) general controls for information systems that are relevant~~ to ~~the~~inadequate ~~preparation~~segregation of ~~our~~duties ~~consolidated~~were ~~financial~~remediated ~~statements.~~as ~~Specifically,~~of weDecember did not design and maintain effective program change management controls to ensure that information technology program and data changes affecting certain financial IT applications and underlying accounting records are identified31, ~~tested, authorized and implemented appropriately~~2024.

~~Notwithstanding~~There are, however, inherent limitations in all control ~~the~~systems ~~identified~~and ~~material~~no ~~weaknesses,~~evaluation ~~management~~of ~~has~~controls ~~concluded~~can ~~that~~provide ~~the~~absolute ~~Financial~~assurance ~~Statements~~that ~~included~~all indeficiencies ~~this~~have ~~Annual~~been ~~Report~~detected. onWhile ~~Form~~these ~~10-K~~actions and ~~present~~planned ~~fairly,~~actions inare ~~all~~subject ~~material~~to ~~respects,~~ongoing ~~the~~management ~~Company’s~~evaluation ~~financial~~and ~~position,~~will ~~results~~require validation and testing of ~~operations~~the design and ~~cash~~operating ~~flows~~effectiveness of ~~for~~internal controls over a sustained period of financial reporting cycles, we are committed to the ~~periods~~continuous improvement and diligent ~~disclosed~~review inof ~~conformity~~our ~~with~~internal ~~U.S.~~controls ~~GAAP~~over financial reporting.

~~Remediation Plan~~Changes in Internal Control over Financial Reporting

~~Management has~~Other ~~been~~than ~~actively~~as ~~engaged in developing and implementing remediation plans to address material weaknesses~~ described above., ~~These~~there ~~remediation efforts~~were ~~are~~no ~~ongoing and include or are expected to include designing and implementing controls to formalize roles and review responsibilities~~changes toin ~~align with~~ our ~~team’s~~internal ~~skills~~control ~~and~~over ~~experience~~financial ~~and~~reporting ~~designing~~during ~~and~~the ~~implementing~~quarter ~~controls~~ended ~~over~~March ~~segregation of duties~~31, ~~and~~2025 ~~designing and~~that ~~implementing~~materially ~~IT general controls~~affected, ~~including~~or ~~controls~~are ~~over~~reasonably ~~the~~likely to ~~review~~materially ~~and~~affect, ~~update~~our ofinternal ~~user~~control ~~access~~over ~~rights~~financial ~~and privileges and program change management controls~~reporting.

~~Changes in~~PART ~~Internal~~II ~~Control~~– ~~Over~~OTHER ~~Financial Reporting~~INFORMATION

~~There were~~Item no1. ~~changes~~Legal in the Company’s internal control over financial reporting during the quarter ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.Proceedings

~~Inherent~~From time to time the Company may be named in claims ~~Limitations~~arising onin the ~~Effectiveness~~ordinary course of ~~Controls~~business. Currently, there are no such legal proceedings that are pending against the Company or that involve the Company that, in the opinion of management, could reasonably be expected to have a material adverse effect on the Company’s business or financial condition.

~~Management does~~Item ~~not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud~~1A. ARisk control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control systems are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a cost-effective control system, no evaluation of internal control over financial reporting can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been or will be detected.Factors

14We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

~~These inherent~~Item ~~limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake~~2. ~~Controls~~Unregistered ~~can~~Sales ~~also be circumvented by the individual acts~~ of ~~some~~Equity ~~persons,~~Securities ~~by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events,~~ and ~~there~~Use ~~can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections~~ of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.Proceeds

~~PART II – OTHER INFORMATION~~None.

Item 1 3. ~~Legal~~Defaults ~~Proceedings~~Upon Senior Securities

~~From time to time the Company may be named in claims arising in the ordinary course of business~~None. Currently, there are no such legal proceedings that are pending against the Company or that involve the Company that, in the opinion of management, could reasonably be expected to have a material adverse effect on the Company’s business or financial condition.

Item 1A 4. ~~Risk~~Mine ~~Factors~~Safety Disclosures

~~We are~~Not ~~a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item~~applicable.

Item 2 5. ~~Unregistered~~Other ~~Sales of Equity Securities and Use of Proceeds~~Information

None.

~~Item 3. Defaults Upon Senior Securities~~11

~~None~~Item 6. Exhibits

~~Item 4.~~The ~~Mine~~following ~~Safety~~exhibits ~~Disclosures~~are filed herewith as a part of this report.

Not applicable.

Exhibit No.		Description

31.1		Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)

31.2		Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)

32.1**		Section 1350 Certification of Chief Executive Officer

32.2**		Section 1350 Certification of Chief Financial Officer

101.INS†		Inline XBRL Instance Document

101.SCH†		Inline XBRL Taxonomy Extension Schema Document

101.CAL†		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF†		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB†		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE†		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Item~~** The certifications furnished in Exhibits 32.1 and 532.2 ~~Other~~hereto ~~Information~~are deemed to accompany this Quarterly Report on Form 10-Q and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in such filing.+ Management contract or compensatory plan or arrangement.

~~None~~† Filed herewith.

~~Item 6. Exhibits~~12

~~The following exhibits are filed herewith as a part of this report.~~SIGNATURES

Exhibit No.		Description
31.1		Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)
31.2		Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)
32.1**		Section 1350 Certification of Chief Executive Officer
32.2**		Section 1350 Certification of Chief Financial Officer
101.INS†		Inline XBRL Instance Document
101.SCH†		Inline XBRL Taxonomy Extension Schema Document
101.CAL†		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF†		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB†		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE†		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

** The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in such filing.+ Management contract or compensatory plan or arrangement.

	GIFTIFY, INC.

Date: May 13, 2025	By:	/s/ Ketan Thakker
		Ketan Thakker
		President and Chief Executive Officer

~~† Filed herewith.~~13

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	GIFTIFY, INC.
Date: November 13, 2024	By:	/s/ Ketan Thakker
		Ketan Thakker
		President and Chief Executive Officer

Filing Compare · GIFTIFY, INC.