GIVBUX, INC.

On March 1, 2021, the Company entered into lease agreements to rent office and marina spaces for a three-year term at $29,250 per month for the first twelve months.

The components of lease expense were as follows:

December 31

Lease cost:

Operating lease cost · 400,502 · 490,418

400,502 · 490,418

Supplemental cash flow information related to leases was as follows:

December 31

Cash paid for amounts included in the measurement of lease liabilities

Operating cash flows from operating leases · 0 · 335,607

Weighted-average remaining lease term - operating leases (year) · .16

Weighted-average discount rate — operating leases · 0.00 · 3.35

Supplemental balance sheet information related to leases was as follows:

Operating lease right-of-use asset · 0

Operating lease liabilities:

Current portion

Non-current portion · - · 0

0 · 0

On February 29, 2024, the term of lease was terminated, the Company moved out from premises and the lease for new premises was on based on month to month. As of December 31,2024, and 2023, the Company’s lease agreement is accounted for as operating leases.

• Failure to maintain and enhance our brand recognition in a cost-effective manner could harm our business, financial condition, and results of operations.
• We depend on the experience and expertise of our senior management team and key technical employees, and the loss of any key employee could harm our business, financial condition, and results of operations.
• Our ability to recruit, retain, and develop qualified personnel is critical to our success and growth.
• The Company is dependent on its key personnel, the loss of which would impair the Company’s ability to complete the acquisition of a target business or assets.
• The Company’s executive officers and directors may allocate their time to other businesses activities, thereby causing conflicts of interest as to how much time to devote to the Company’s affairs. This could have a negative impact on the Company’s ability to consummate a business combination or any asset acquisition in a timely manner, if at all.
• The Company may be unable to obtain additional financing, if and when required, to fund the operations and growth of the Company, which could compel the Company to restructure a potential transaction or to entirely abandon a particular transaction.
• The Company’s executive officers are in a position to influence certain actions requiring shareholder vote.
• From time to time we are subject to various legal proceedings that could adversely affect our business, financial condition, or results of operations.
• Our business is exposed to risks associated with the handling of customer funds.
• Any failure to offer high-quality customer support may adversely affect our relationships with our Users and could adversely affect our business, financial condition, and results of operations.
• The long-term potential of our business may be adversely affected if we are unable to expand our business successfully into international markets.
• Risks Related to Our Technology and Privacy
• We are responsible for transmitting a high volume of sensitive and personal information through our platform and our success depends upon the security of this platform. Any actual or perceived breach of our system that would result in disclosure of such information could materially impact our business.
• Interruptions or performance problems associated with our technology and infrastructure may adversely affect our business and operating results.
• Our success depends upon our ability to continually enhance the performance, reliability, and features of our platform.
• Defects, errors, or vulnerabilities in our applications, backend systems, hardware, or other technology systems and those of third-party technology providers could harm our reputation and brand and adversely impact our business, financial condition, and results of operations.
• Our risk management strategies may not be fully effective in mitigating our risk exposure in all market environments or against all types of risk.
• Risks Related to Our Financial Condition and Capital Requirements
• We have a history of generating net losses, and if we are unable to achieve adequate revenue growth while our expenses increase, we may not achieve or maintain profitability in the future.
• Unfavorable conditions in the FinTech industry or the global economy could limit our ability to grow our business and materially impact our financial performance.
• Our failure to raise additional capital or generate cash flows necessary to expand our operations and invest in new technologies in the future could reduce our ability to compete successfully and harm our financial condition.
• Our results of operations may be adversely affected by changes in foreign currency exchange rates.
• We experience elements of seasonal fluctuations in our financial results, which could cause our stock price to fluctuate.
• We rely primarily on third-party insurance policies to insure our operations-related risks. If our insurance coverage is insufficient for the needs of our business or our insurance providers are unable to meet their obligations, we may not be able to mitigate the risks facing our business, which could adversely affect our business, financial condition, and results of operations.
• Risks Related to Competition, Sales, and Marketing
• The markets in which we participate are intensely competitive, and if we do not compete effectively, our operating results could be adversely affected.
• Potential changes in competitive landscape, including disintermediation from other participants in the payments chain, could harm our business.
• We expend significant resources pursuing sales opportunities, and if we fail to close sales after expending significant time and resources to do so, our business, financial condition, and results of operations could be adversely affected.
• Risks Related to Our Partners and Other Third Parties
• We rely substantially on one third-party payment processor to facilitate payments made by guests and payments made to Users, and payments made on behalf of Users, and if we cannot manage risks related to our relationships with this payment processor or any future third-party payment processors, our business, financial condition, and results of operations could be adversely affected.
• If we fail to comply with the applicable requirements of payment networks, they could seek to fine us, suspend us, or terminate our registrations. If our Users incur fines or penalties that we cannot collect from them, we may have to bear the cost of such fines or penalties.
• Rules related to the assessment of interchange and other fees, may be influenced by our competitors. Increases in Payment Network fees or new regulations could negatively affect our earnings.
• We rely on merchants on our platform for many aspects of our business, and any failure by them to maintain their service levels or any changes to their operating costs could adversely affect our business.
• We depend on the interoperability of our platform across third-party applications and services that we do not control.
• Certain estimates and information contained in this prospectus are based on information from third-party sources, and we do not independently verify the accuracy or completeness of the data contained in such sources or the methodologies for collecting such data. Any real or perceived inaccuracies in such estimates or information may harm our reputation and adversely affect your ability to evaluate our business.
• Our partnerships with third parties are an important source of new business for us, and, if those third parties were to reduce their referral of Users to us, our ability to increase our revenue would be adversely affected.
• Risks Related to Government Regulation and Other Compliance Requirements
• Changes in legislative and regulatory policy affecting payment processing could have a material adverse effect on our business.
• NACHA Rules and related oversight are material to our transaction processing business and our failure to comply could materially harm our business.
• Failure to comply with anti-money laundering, economic and trade sanctions regulations, the U.S. Foreign Corrupt Practices Act, or the FCPA, and similar laws could subject us to penalties and other adverse consequences.
• Our platform regularly collects and stores personal information and, as a result, both domestic and international privacy and data security laws apply. As these laws are enhanced or new laws are introduced, our business could incur additional costs and liabilities and our ability to perform our services and generate revenue could be impacted.
• Changes in tax law may adversely affect us or our investors.
• Government regulation of the Internet, mobile devices, and e-commerce is evolving, and unfavorable changes could substantially adversely affect our business, financial condition, and results of operations.
• We are developing new products and services that may be subject to the authority of the Consumer Financial Protection Bureau.
• Risks Related to Our Intellectual Property
• If we fail to adequately protect our intellectual property rights, our competitive position could be impaired and we may lose valuable assets, generate reduced revenue and become subject to costly litigation to protect our rights.
• We have been, and may in the future be, subject to intellectual property rights claims by third parties, which are extremely costly to defend, could require us to pay significant damages and could limit our ability to use certain technologies.
• Our platform makes use of open source software components, and a failure to comply with the terms of the underlying open source software licenses could negatively affect our ability to sell our products and subject us to possible litigation.
• We may be unable to continue to use the domain names that we use in our business or prevent third parties from acquiring and using domain names that infringe on, are similar to, or otherwise decrease the value of our brand, trademarks, or service marks.
• Risks Related to Operating as a Public Company
• As a public reporting company, we will be subject to rules and regulations established from time to time by the SEC and PCAOB regarding our internal control over financial reporting. If we fail to establish and maintain effective internal control over financial reporting and disclosure controls and procedures, we may not be able to accurately report our financial results or report them in a timely manner.
• We identified material weaknesses in our internal controls over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations.
• We are an emerging growth company and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our Class A common stock less attractive to investors.
• Risks Related to Our Common Stock
• We are a Penny Stock.
• Effect of Amended Rule 15c2-11 on the Company’s securities.
• There is very limited liquidity of the Company’s common stock.
• There are significant limitations on a shareholder’s ability to re-sell shares of the Company’s common stock.
• The Company’s common stock may be classified as a penny stock, which may increase reporting obligations for any transaction and increase the burden on any potential broker.
• The Company is an Emerging Growth Company
• As an emerging growth company, we are exempt from Section 14A (a) and (b) of the Exchange Act, which require stockholder approval of executive compensation and golden parachutes.
• The Company is a smaller reporting company, and if the Company takes advantage of certain exemptions from disclosure requirements available to smaller reporting companies, this could make the securities of the Company less attractive to investors and may make it more difficult to compare the Company’s performance with other public companies.
• Your percentage of ownership in the Company may be diluted in the future.
• Certain provisions in our articles of incorporation and bylaws, as amended, and of Nevada law, may prevent or delay an acquisition of the Company, which could decrease the trading price of our common stock.
• We do not expect to pay any cash dividends for the foreseeable future.
• If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, whether before or following the closing of a business combination or asset acquisition, our stock price and any trading volume could decline.