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Item 8. Financial Statements and Supplementary Data

2025-03-31 compared with 2024-04-09 · 848 added, 665 removed, 444 unchanged (77% of the section changed)

1 unchanged sentence

TO FINANCIAL STATEMENTS

Statements of RDE, Inc.

Report of Independent Registered Public Accounting Firm for RDE, Inc.

(PCAOB ID 572 )

Consolidated Financial Statements as of December 31, 2023 (Successor) and

December 31, 2022 (Predecessor) and for the periods December 30, 2023 to December 31, 2023 (Successor), January 1, 2023 to December 29,

2023 (Predecessor) and for the year ended December 31, 2022 (Predecessor)

Statements of Giftify, Inc.

Report of Independent Registered Public Accounting Firm for Giftify, Inc.

Financial Statements as of December 31, 2024 and December 31, 2023 (Successor) and for the year ended December 31, 2024 (Successor),

and the periods from December 30, 2023 to December 31, 2023 (Successor), and January 1, 2023 to December 29, 2023

(Predecessor)

Consolidated Balance Sheets

4 unchanged sentences

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of RDE, Inc.

subsidiaries as of December 31, 2023 (Successor) and the consolidated balance sheet of Card Cash Exchange, Inc.

as of December 31, 2022

(Predecessor) (collectively, the Company), the related consolidated statements of operations, stockholders’ equity (deficiency),

and cash flows for the period from December 30, 2023 through December 31, 2023 (Successor), and related consolidated statements of operations,

changes in stockholders’ equity (deficiency), and cash flows for the period from January 1, 2023 through December 29, 2023, and

the year ended December 31, 2022 (Predecessor), and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of RDE, Inc.

subsidiaries at December 31, 2023 (Successor) and the financial position of Card Cash Exchange, Inc.

as of December 31, 2022 (Predecessor),

and the results of their operations and their cash flows for the periods from December 29, 2023 through December 31, 2023 (Successor),

January 1, 2023 through December 29, 2023, and for the year ended December 31, 2022 (Predecessor), in conformity with U.S.

generally accepted

accounting principles.

Going Concern

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the consolidated financial statements,

the Company has a history of reporting net losses and negative operating cash flows.

the Stockholders and Board of Directors of Giftify, Inc.

on the Financial Statements

have audited the accompanying consolidated balance sheet of Giftify, Inc.

and subsidiaries (the “Company”) as of

December 31, 2024 and 2023 (Successor), the related consolidated statements of operations, stockholders’ equity (deficiency),

and cash flows for the year ended December 31, 2024 (Successor), the period from December 30, 2023 through December 31, 2023

(Successor), and January 1, 2023 through December 29, 2023 (Predecessor), and the related notes (collectively referred to as the

“financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the

financial position of the Company at December 31, 2024 and 2023 (Successor), and the results of its operations and its cash flows

for the year ended December 31, 2024 (Successor), the periods from December 29, 2023 through December 31, 2023 (Successor), and

January 1, 2023 through December 29, 2023 (Predecessor), in conformity with U.S.

accepted accounting principles.

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 1 to the financial statements, the Company has a history of reporting net losses and negative operating cash flows.

Management’s plans in regard to these matters are also described in Note 1.

The consolidated

financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Basis for Opinion

These consolidated financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements

based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal

control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control

over financial reporting.

The financial statements do not include

any adjustments that might result from the outcome of these uncertainties.

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance

with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide

a reasonable basis for our opinion.

We have served as the Company’s auditor since

& Company, P.A.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit

matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or

required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the

financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical

audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating

the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to

which it relates.

described in Note 13 to the consolidated financial statements, the Company recognized $8 million of share-based compensation expense

relating to vested stock options, including $7.9 million for stock options granted to executives and employees in 2024.

Management accounts

for share-based compensation based on the grant-date fair value of each award, which is amortized as expense over the requisite service

period of the award.

The fair value of each option is estimated on the grant-date using the Black-Scholes option pricing model which

includes assumptions made by management.

identified share-based compensation as a critical audit matter.

Auditing management’s estimate of share-based compensation required

a high degree of auditor effort in performing procedures and evaluating audit evidence related to the grant-date fair value of awards.

following are the primary procedures we performed to address this critical audit matter.

and reading the share-based award agreements, and obtaining board approvals related to the

share-based awards.

the option pricing model management selected to determine the grant-date fair value, and evaluating

the reasonableness of management’s significant valuation assumptions.

a recalculation of the grant-date fair value estimate for a sample of the awards.

have served as the Company’s auditor since 2017.

Weinberg & Company, P.A.

Angeles, California

April 9, 2024

AND SUBSIDIARIES

AND SUBSIDIARIES (FKA RDE, INC.)

BALANCE SHEETS

December 31, 2024

December 31, 2023

December 31, 2024

December 31, 2023

Current assets:

Cash and cash equivalents

Cash and cash equivalents (includes restricted cash of $ 1,258,826 at December 31, 2024 and 2023)

Accounts receivable

3 unchanged sentences

Operating lease right of use asset, net

Intangible assets, net - provisional

Goodwill - provisional

LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ EQUITY (DEFICIENCY)

Intangible assets, net

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

1 unchanged sentence

Accrued expenses

Customer deposits

Deferred revenue

Secured revolving line of credit

Convertible promissory notes, current portion

Convertible promissory notes

Secured note payable — related party, net of debt discount of $ 4,000 and $ 0 , at December 31, 2024 and 2023, respectively

Notes payable, current portion

3 unchanged sentences

Notes payable, net of current portion

Deferred taxes

Deferred income taxes

Operating lease liability, net of current portion

Total liabilities

Series B convertible preferred stock, 1,526,882 shares

issued and outstanding as of December 31, 2022

Stockholders’ equity (deficiency):

Preferred stock, $ 0.001

par value, 10,000,000 shares authorized;

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;

24,119,967 and 29,035,625 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively

27,021,423 and 24,119,967 shares issued and outstanding at December 31, 2024 and 2023, respectively

Additional paid-in-capital

Common stock issuable, 383,343 shares

Common stock issuable, 350,843 and 383,343 shares, respectively

Accumulated deficit

1 unchanged sentence

( 69,462,507 )

Total stockholders’ equity (deficiency)

( 25,398,187 )

Total liabilities and stockholders’ equity (deficiency)

Total stockholders’ equity

Total liabilities and stockholders’ equity

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

AND SUBSIDIARIES

STATEMENTS OF OPERATIONS

AND SUBSDIARIES (FKA RDE, INC.)

CONSOLIDATED STATEMENTS OF OPERATIONS

Cost of sales

5 unchanged sentences

Impairment of intangibles

Goodwill impairment

Total operating expenses

7 unchanged sentences

( 2,890,466 )

Financing costs

Gain on forgiveness of debt

4 unchanged sentences

( 5,020,000 )

Income tax (expense) benefit

$ ( 18,832,080 )

$ ( 5,020,000 )

Net loss per share – basic

Net loss per share – diluted

Weighted average common shares outstanding – basic and diluted

$ ( 124,545 )

Net loss per share – basic and diluted

Weighted average

common shares outstanding – basic and diluted

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

AND SUBSIDIARIES

AND SUBSIDIARIES (FKA RDE, INC.)

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

the Year Ended December 31, 2024 (Successor)

Stockholders’

Balance, December 31, 2023 (Successor)

$ ( 69,462,507 )

Fair value of vested options

Fair value of vested restricted stock units

Fair value of common stock issued for employment agreements

Fair value of common stock issuance for services

Fair value of common stock issued for vendor settlement

Fair value of common shares issued for financing costs

Common shares issued on cashless exercise of stock options

Common shares issued

Issuance of common stock for cash, under stock purchase agreement

Issuance of common stock for cash, net, under at-the-market sale agreement

Issuance of common stock for cash, net, on private sales

( 18,832,080 )

Balance, December 31, 2024 (Successor)

$ 108,679,065

$ ( 88,294,587 )

December 30, 2023 to December 31, 2023 (Successor)

Common Stock Issuable

Total Stockholders’

Equity(Deficiency)

Stockholders’

Balance, December 29, 2023 (Successor)

8 unchanged sentences

$ ( 69,462,507 )

Period from January

1, 2023 to December 29, 2023 (Predecessor)

Additional Paid-In

Total Stockholders’

from January 1, 2023 to December 29, 2023 (Predecessor)

Stockholders’

Balance, December 31, 2022 (Predecessor)

1 unchanged sentence

$ ( 25,398,187 )

$ ( 30,335,139 )

$ ( 25,398,187 )

Stock based compensation

Purchase of employee stock options

contribution – retirement of Series B

Capital contribution – retirement of Series B

Capital contribution

1 unchanged sentence

$ ( 30,459,684 )

Ended December 31, 2022 (Predescssor)

Stockholders’

December 31, 2021 (Predecessor)

$ ( 30,459,684 )

$ ( 17,090,872 )

$ ( 22,010,560 )

$ ( 17,090,872 )

based compensation

( 8,324,579 )

December 31, 2022 (Predecessor)

$ ( 30,335,139 )

$ ( 25,398,187 )

$ ( 30,335,139 )

$ ( 25,398,187 )

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

AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS

AND SUBSDIARIES (FKA RDE, INC.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

December 31, 2024

December 31, 2023

Ended December 31,

December 29, 2023

December 31, 2024

Ended December 31,

December 30, 2023 to

December 31, 2023

January 1, 2023 to

December 29, 2023

CASH FLOWS FROM OPERATING ACTIVITIES

2 unchanged sentences

$ ( 124,545 )

Adjustments to reconcile net loss to net cash used

in operating activities

Fair value of common stock issued for services

Adjustments to reconcile net loss to net cash used in operating activities

Fair value of vested stock options

Depreciation expense

Fair value of vested restricted common stock

Fair value of common stock issued for employment agreements

Fair value of common stock issued for services

Loss on settlement of vendor balance

Fair value of common stock issued for financing costs

Change in inventory reserve balance

Amortization of capitalized software costs

Amortization of intangible assets

Amortization of debt discount

Impairment of goodwill

Impairment of intangible assets and property and equipment

Accrued interest

Gain on forgiveness of debt

( 5,876,000 )

Write-down of inventory

Accrued interest

Changes in operating assets and liabilities:

4 unchanged sentences

Accrued expenses

( 2,374,858 )

Customer deposits

Deferred revenue

Deferred taxes

Operating lease liability

used in operating activities

Net cash used in operating activities

$ ( 2,551,870 )

$ ( 541,791 )

CASH FLOWS FROM INVESTING ACTIVITIES

1 unchanged sentence

Capital expenditures

provided by (used in) investing activities

$ ( 900,000 )

Net cash provided by (used in) investing activities

$ ( 900,000 )

CASH FLOWS FROM FINANCING ACTIVITIES

Advance on purchase consideration from RDE

Proceeds from line of credit

2 unchanged sentences

( 103,540,098

provided by financing activities

Proceeds from note payable – related party

Repayment of acquisition obligation

Repayment of notes payable

Proceeds from sale of common stock under stock purchase agreement

Proceeds from public sale of common stock under at-the-market sale agreement

Proceeds from private sale of common stock

Advance on purchase consideration from Giftify

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

3 unchanged sentences

Interest paid

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING

Recording of operating lease

right of use asset and lease liability

Fair value of RDE common stock received

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Present value of operating lease right of use

asset and lease liability

Fair value of common stock issued for settlement of vendor balance

Issuance of common stock issued for common stock issuable

Fair value of Giftify common stock received

Gain on forgiveness of notes payable

2 unchanged sentences

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

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

For the period December 30, 2023 to December 31,

2023 (Successor)

the period January 1, 2023 to December 29, 2023 and

year ended December 31,

2022 (Predecessor)

AND SUBSDIARIES (FKA RDE, INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the twelve months ended December 31, 2024 (Successor)

For the period December 30, 2023 to December 31, 2023 (Successor)

For the period January 1, 2023 to December 29, 2023 and year ended December 31, 2022 (Predecessor)

Organization, Basis of Presentation, and Summary of Significant Accounting Policies

(“RDE”) through its wholly-owned

subsidiary Restaurant.com, Inc., has been in the business of connecting digital consumers, businesses and communities with dining and

merchant deal options throughout the United States.

On August 18,

2023, RDE entered into an agreement and plan of merger to acquire 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 (See Note 3).

CardCash was formed in 2013 and buys merchant gift cards and resells them at a markup.

RDE’s operations are not considered significant compared to the operations of CardCash before the acquisition.

Accordingly, for

the purpose of the accompanying consolidated financial statements, periods before December 29, 2023 reflect the financial position, results

of operations and cash flows of Card Cash prior to the acquisition, and is referred to as the “Predecessor”.

Periods beginning

after December 29, 2023 reflect the financial position, results of operations and cash flows of RDE consolidated with CardCash, and is

referred to as the “Successor”.

A black-line between the Successor and Predecessor periods has been placed in the consolidated

financial statements and in the tables to the notes to the consolidated financial statements to highlight the lack of comparability between

these periods.

C ollectively,

RDE (Successor) and CardCash (Predecessor) are referred to as the “Company”.

(the “Company” or “Giftify”) through its wholly-owned subsidiary Restaurant.com, Inc., has been in the business

of connecting digital consumers, businesses and communities with dining and merchant deal options throughout the United States.

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.

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.

August 6, 2024, The Nasdaq Stock Market (“Nasdaq”) granted the Company’s application for listing on the Nasdaq.

August, 2023, the Company entered into an agreement and plan of merger to acquire CardCash Exchange Inc (“CardCash”).

December 29, 2023, the merger was completed and has been accounted for as a business combination using the acquisition method of

accounting (see Note 3).

CardCash was formed in 2013 and purchases merchant gift cards and resells the gift cards at a

The Company’s operations are not considered significant compared to the operations of CardCash before the acquisition.

for the purpose of the accompanying consolidated financial statements, periods before December 29, 2023 reflect the financial

position, results of operations and cash flows of CardCash prior to the acquisition, and is referred to as the “Predecessor”.

Periods beginning after December 29, 2023, reflect the financial position, results of operations and cash flows of the Company consolidated

with CardCash, and is referred to as the “Successor”.

A black-line between the Successor and Predecessor periods has been

placed in the consolidated financial statements and in the tables to the notes to the consolidated financial statements to

highlight the lack of comparability between these periods.

Collectively, the Company (Successor) and CardCash (Predecessor) are referred

to as the “Company”.

Doubt about the Company’s Ability to Continue as a Going Concern

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.

RDE 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.

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

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.

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.

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements

of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)

and include the financial statements of the Company’s wholly-owned operating subsidiary.

Intercompany balances and transactions

have been eliminated in consolidation.

For the purpose of the accompanying consolidated financial statements, periods before December 29, 2023 reflect the

financial position, results of operations and cash flows of CardCash prior the acquisition, and is referred to as the “Predecessor”.

Periods beginning after December 29, 2023 reflect the financial position, results of operations and cash flows of RDE consolidated with

CardCash, and is referred to as the “Successor”.

A black-line between the Successor and Predecessor periods has been placed

in the consolidated financial statements and in the table to the notes to the consolidated financial statements to highlight the lack

of comparability between the periods.

Collectively, RDE (Successor) and CardCash (Predecessor) are referred to as the “Company”.

Use of Estimates

The preparation 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.

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.

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.

The financial statements

do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Company’s ability 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.

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.

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.

of Presentation and Principles of Consolidation

accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted

in the United States of America (“GAAP”) and include the financial statements of the Company’s wholly-owned operating

subsidiaries.

Intercompany balances and transactions have been eliminated in consolidation.

For the purpose of the accompanying consolidated

financial statements, periods before December 29, 2023 reflect the financial position, results of operations and cash flows of CardCash

prior the acquisition, and is referred to as the “Predecessor”.

Periods beginning after December 29, 2023 reflect the financial

position, results of operations and cash flows of Giftify consolidated with CardCash, and is referred to as the “Successor”.

A black-line between the Successor and Predecessor periods has been placed in the consolidated financial statements and in the table

to the notes to the consolidated financial statements to highlight the lack of comparability between the periods.

Collectively, Giftify

(Successor) and CardCash (Predecessor) are referred to as the “Company”.

preparation 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.

Revenue Recognition

recognizes revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers .

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.

Revenue and costs of sales are recognized when control

of the products transfers to our customer, which generally occurs at a point in time when the risk and title to the product transfers

to the customer upon delivery to the customer.

The Company’s performance obligations are satisfied at that time.

The Company’s

standard terms of delivery are included in its contracts of sale, order confirmation documents, and invoices.

The Company recognizes revenue

on a gross basis for the sales price of the merchant gift cards and discount certificates it collects.

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.

For the period January 1, 2023 to December 29, 2023, and for the year ended

December 31, 2022, revenue of $ 86,661,944 and 97,008,102 was net of sales refunds and chargebacks of $ 2,650,481 and $ 3,684,492 , respectively.

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.

Promotional gift cards

The Company sells Restaurant.com promotional gift

cards which can only be used to redeem restaurant coupons offered by the Company on its website.

Based on the Company’s historical

redemption rates of its promotional gift cards, a portion of the sale of gift card revenue is recorded as deferred revenue liability at

the time of sale and recognized as revenue in future periods based on historical redemption trend rates.

Sale of travel, vacation and merchandise

Revenue from transactions in which the Company

sells complementary entertainment and travel offerings and consumer products on behalf of third-party merchants is reported on a net

basis equal to the purchase price received from the customer for the voucher, less an agreed upon portion of the purchase price

paid by the Company to its merchant partners.

The Company also has agreements with selected 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

The Company generates revenues based upon the number of times the third-party website(s) or product(s) are accessed or viewed

by consumers from the Company’s platform or website.

Revenue is recognized when its determinable, which is generally upon receipt

of a statement and/or proceeds from the third-party partners.

Cost of Sales

Cost of sales consists primarily of the cost to purchase

merchant gift cards, and transaction fees and costs.

Shipping and Handling Costs

Shipping and handling costs billed to customers are

recorded as revenue.

The costs associated with shipping goods to customers are recorded as a delivery expense and are included in general

and administrative.

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.

Company recognizes revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers .

Company buys merchant gift cards from the general public and distributors at a discount and then resells the gift cards at a markup.

The Company also derives revenue from the sale of discount certificates for restaurants on behalf of third-party

and costs of sales are recognized when control of the products transfers to our customer, which generally occurs at a point in time when

the risk and title to the product transfers to the customer upon delivery to the customer.

The Company’s performance obligations

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 sales price of the merchant gift cards and discount certificates

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.

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.

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.

of promotional gift cards, sale of travel, vacation and merchandise, and advertising revenues

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).

the following table, revenue is disaggregated by our divisions and type of revenue for the years ended December 31, 2024 and 2023:

Schedule of Disaggregation of Revenue

Sales Channels

CardCash Gift Cards

Restaurant.com

Gift Cards and Coupons

Year Ended December 31, 2024 (Successor)

Business to consumer (B2C)

Business to business (B2B)

Year Ended December

31, 2023 (includes Predecessor Jan 1, 2023 to Dec 29, 2023)

Business to consumer (B2C)

Business to business (B2B)

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

and Handling Costs

and handling costs billed to customers are recorded as revenue.

The costs associated with shipping goods to customers are recorded as

a delivery expense and are included in general and administrative.

Schedule of Shipping and Handling Costs

December 31, 2024

to Decembrer 31,

December 30 to

December 31, 2023

January 1, 2023

to December 29, 2023

December 31, 2024

December 30 to

December 31, 2023

January 1, 2023

to December 29, 2023

Shipping and handling costs

Cash and Cash Equivalents

The Company considers all highly liquid investments

with maturities of three months or less when purchased, to be cash and/or cash equivalents.

Accounts Receivable

The Company’s trade accounts receivable are

recorded at amounts billed to customers and presented on the balance sheet net of the allowance for estimated credit losses, if required.

The allowance is determined by a variety of factors, including the age of the receivables, current economic conditions, historical losses

and other information management obtains regarding the financial condition of customers.

Receivables are charged off when they are deemed

uncollectible.

Due to the nature of the accounts receivable balance, no allowance for doubtful accounts was deemed necessary as of December

31, 2023 (Successor) and December 31, 2022 (Predecessor).

Inventories consist of merchant gift cards on hand that are available for

Inventories are valued at the lower of cost and net realizable value, with cost determined on a first in, first-out basis.

if required, reduce the cost of inventory to its net realizable value for estimated excess, obsolescence or impaired balances.

influencing these adjustments include changes in customer demand, rapid technological changes, and merchant bankruptcy.

At December 31,

2023, there were no write down of inventories.

At December 31, 2022 ( Predecessor ) cumulative write down of inventories were $ 101,000 .

and Cash Equivalents

Company considers all highly liquid investments with maturities of three months or less when purchased, to be cash and/or cash equivalents.

Company’s trade accounts receivable are recorded at amounts billed to customers and presented on the balance sheet net of the allowance

for estimated credit losses, if required.

The allowance is determined by a variety of factors, including the age of the receivables,

current economic conditions, historical losses and other information management obtains regarding the financial condition of customers.

Receivables are charged off when they are deemed uncollectible.

As of December 31, 2024 and 2023, the Company had no allowance for credit

consist of merchant gift cards on hand that are available for sale.

Inventories are valued at the lower of cost and net realizable

value, with cost determined on a first in, first-out basis.

Adjustments, if required, reduce the cost of inventory to its net

realizable value for estimated excess, obsolescence or impaired balances.

Factors influencing these adjustments include changes in

customer demand, rapid technological changes, and merchant bankruptcy.

As of December 31, 2024 and 2023, no

provision for write downs of inventories was deemed necessary.

and Equipment

and equipment are stated at cost less accumulated depreciation and amortization.

and equipment are recorded at cost less accumulated depreciation and amortization.

Company accounts for capitalized software and website development costs to develop software programs to be used solely to meet the Company’s

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for depreciation, as follows:

of Depreciation

Capitalized software and website

development costs

Schedule of Depreciation

software and website development costs

of estimated useful life or lease term

Expenditures for additions and improvements that extend the useful lives

of property and equipment are capitalized.

for maintenance and repair costs are charged to expense as incurred.

Business Combinations

Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and separately identified

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the fair value in our consolidated statements of operations.

During the period January 1, 2023 to December 29, 2023, Card Cash (Predecessor)

During the period January 1, 2023 to December 29, 2023, CardCash (Predecessor)

recorded impairment of intangible assets of $ 250,000 .

represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets

of the business acquired.

As of December 31, 2023 goodwill that arose from acquisition of CardCash (see Note 2) 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

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.

At December 31, 2022 CardCash (Predecessor), determined its goodwill was impaired and recorded an impairment

charge of $ 834,200 .

Long-Lived Assets

The Company evaluates long-lived assets, other than goodwill and indefinite lived intangible assets, for impairment whenever events

or changes in circumstances indicate that their net book value may not be recoverable.

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 December 31, 2023 (Successor).

During the period January 1, 2023 to December 29, 2023, an

impairment of $ 738,740 was recorded by CardCash (Predecessor).

Goodwill represents the excess of the purchase price in a business combination over the value assigned to the net tangible and identifiable

intangible assets of the business acquired.

As of December 31, 2024 and 2023, the Company had $ 20 million of goodwill.

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

In accordance with ASC 350, we first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill

impairment test.

If after assessing the totality of events or circumstances, we determine that it is more likely than not (i.e., greater

than 50% likelihood) that the fair value of the reporting unit is less than its carrying amount, then the quantitative test is required.

The quantitative goodwill impairment test requires us to estimate and compare the fair value of the reporting unit, determined using an

income approach and a market approach, with its carrying value.

If the fair value of the reporting unit exceeds the carrying value of

the net assets, goodwill is not impaired.

If the fair value of the reporting unit is less than the carrying value, the difference is recorded

as an impairment loss up to the amount of goodwill.

There was no goodwill impairment in any of the periods presented.

Company evaluates long-lived assets, other than goodwill and indefinite lived intangible assets, for impairment whenever events or changes

in circumstances indicate that their net book value may not be recoverable.

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 December 31, 2024 and the period December 30, 2023 to December 31, 2023 (Successor).

During the period January 1, 2023 to December

29, 2023, an impairment of $ 738,740 was recorded by CardCash (Predecessor).

Company leases certain corporate office space under lease agreements.

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The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense.

Company expenses advertising costs as incurred and amounted to $ 807,031 and $ 961,770 for the years ended December 31, 2023 and 2022,

respectively, which are recorded in general and administrative in the Statements of Operations.

of Advertising

December 30, 2023

to Decembrer 31,

January 1, 2023

Company expenses advertising costs as incurred, which are recorded in general and administrative in the Statements of Operations.

expenses are as follows:

of Advertising Expenses

to December 29, 2023

December 30, 2023

to Decembrer 31,

January 1, 2023

to December 29, 2023

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over the requisite service, or vesting, period.

Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid

cash for the services.

Recognition of compensation expense for non-employees is in the same period and manner

as if the Company had paid cash for the services.

Company values its equity awards using the Black-Scholes option-pricing model, and accounts for forfeitures when they occur.

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The risk-free interest rate is estimated using comparable published federal funds rates.

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

are as follows:

Stock-based Expense

December 30, 2023

to Decembrer 31,

January 1, 2023

to December 29,

December 30, 2023

to Decembrer 31,

January 1, 2023

to December 29,

compensation expense recognized and recorded as part of selling, general and administrative expenses are as follows:

of Stock-Based Expense

Stock based compensation costs

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holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive.

of Anti- dilutive Securities Excluded from Computation of Earning Loss Per Share

Schedule of Anti- dilutive Securities Excluded from Computation of Earning Loss Per Share

Convertible notes payable

Common stock issuable

Series B convertible preferred stock

Common stock options

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These potentially issuable common

shares would have been anti-dilutive because the Company had a net loss for the periods December 30, 2023 to December 31, 2023, and January 1, 2023 to December 29, 2023, and for the year ended

December 31, 2022, such

common stock equivalents would have been excluded from the calculation of net loss per share.

shares would have been anti-dilutive because the Company had a net loss for the period ended December 31, 2024 and 2023, as such common

stock equivalents would have been excluded from the calculation of net loss per share.

Value of Financial Instruments

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be representative of their respective fair values due to the short-term nature of those instruments.

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.

Concentration

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between payments being settled by credit card processors and the cash being provided to the Company.

significant customers comprised more than 10% of accounts receivable or revenue as of and for the period ended December 31, 2023 (Successor), for the period ended December 29, 2023 (Predecessor)

and for the year ended December 31, 2022 (Predecessor).

significant customers comprised more than 10 % of accounts receivable or revenue as of and for the period ended December 31, 2024 and

2023 (Successor), and for the period ended December 29, 2023 (Predecessor).

Company maintains a balance at financial institutions, which at times exceed the federally insured limit.

1 unchanged sentence

a loss on this account.

The Company’s Chief Executive Officer (“CEO”) is our

chief operating decision maker (“CODM”) and evaluates performance and makes operating decisions about allocating resources

based on financial data presented on a consolidated basis.

Because our CODM evaluates financial performance on a consolidated basis, the

Company has determined that it operates as a single reportable segment composed of the consolidated financial results of Giftify, Inc.

(see Note 2).

Accounting Pronouncements

June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments .

ASU 2016-13 requires entities to

use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types

of financial instruments, including trade receivables.

This may result in the earlier recognition of allowances for losses.

The Company’s

adopted ASU 2016-13 effective January 1, 2023, and there was no material effect on the Company’s financial position, results of

operations and cash flows.

May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50),

Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic

Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options

(“ASU 2021-04”).

ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions

or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or

exchange as an exchange of the original instrument for a new instrument.

An issuer should measure the effect of a modification or exchange

as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification

or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment

for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination

or modification).

ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods

within those fiscal years.

An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring

on or after the effective date.

The Company adopted ASU 2021-04 effective January 1, 2022.

The adoption of ASU 2021-04 did not have any

impact on the Company’s consolidated financial statement presentation or disclosures.

In November 2024, the Financial Accounting Standards Board (FASB) issued

Accounting Standards Update (ASU) No.

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures

(Subtopic 220-40):

Disaggregation of Income Statement Expenses which includes amendments that require disclosure in the notes to financial

statements of specified information about certain costs and expenses, including purchases of inventory;

employee compensation;

and depreciation,

amortization and depletion expenses for each caption on the income statement where such expenses are included.

The amendments are effective

for the Company’s annual periods beginning January 1, 2027, with early adoption permitted, and should be applied either prospectively

or retrospectively.

The Company is in the process of evaluating this ASU to determine its impact on the Company’s disclosures.

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.

This standard will be effective for the Company on January 1, 2024 and interim

periods beginning in fiscal year 2025, with early adoption permitted.

The updates required by this standard should be applied retrospectively

to all periods presented in the financial statements.

The Company does not expect this standard to have a material impact on its results

of operations, financial position or cash flows.

September 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2022-04, Liabilities—Supplier

Finance Programs (Subtopic 405-50):

Disclosure of Supplier Finance Program Obligations .

The ASU requires buyers to disclose information

about their supplier finance programs.

Interim and annual requirements include the disclosure of outstanding amounts under the obligations

as of the end of the reporting period, and annual requirements include a roll-forward of those obligations for the annual reporting period,

as well as a description of payment and other key terms of the programs.

This update is effective for annual periods beginning after

December 15, 2022, and interim periods within those fiscal years, except for the requirement to disclose roll-forward information, which

is effective for fiscal years beginning after December 15, 2023.

The Company adopted ASU 2022-04 on January 1, 2023, and there was no

material impact on our financial statements.

amendments expand a public entity’s segment disclosures by requiring disclosure of significant segment expenses that are regularly provided

to the chief operating decision maker, requiring other new disclosures, and requiring enhanced interim disclosures.

ASU 2023-07 requires

public entities with a single reportable segment to provide all the disclosures required by this standard and all existing segment disclosures

in Topic 280 on an interim and annual basis.

ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim

periods beginning after December 15, 2024, applied retrospectively with early adoption permitted.

As of December 31, 2024, the Company

has adopted ASU 2023-07.

The adoption of this standard did not have a material impact on the Company’s consolidated financial statements

but has resulted in additional disclosures within the footnotes to our consolidated financial statements (See Note 2).

recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants,

1 unchanged sentence

present or future financial statements.

Segment information

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.

Company’s chief operating decision maker (CODM), its Chief Executive Officer, reviews financial information presented on a consolidated

basis and decides how to allocate resources based on net loss.

Consolidated net loss is used for evaluating financial performance.

monitoring of budgeted versus actual results is used in assessing performance of the Company and in establishing management’s

compensation.

Significant segment expenses include employee compensation, stock-based

compensation, merchant fees, and consulting and outside provider costs.

Other operating expenses include all remaining costs necessary

to operate our business and primarily include advertising, corporate compliance, and overhead expenses.

The following table presents the

significant segment expenses and other segment items regularly reviewed by our CODM:

Schedule of Segment Reporting Information

December 31, 2024

December 30 to December 31, 2023

January 1, 2023 to

December 29, 2023

December 31, 2024

December 30 to December 31, 2023

January 1, 2023 to

December 29, 2023

Cost of sales

Employee compensation and benefits

Stock-based compensation expense

Merchant and bank fees

Consulting and outside provider costs

Sales and marketing expenses

Amortization of capitalized software costs

Amortization of intangible assets

Impairment of property and equipment

Impairment of intangibles

Other operating expenses

Total operating expenses

Loss from operations

$ ( 18,375,726 )

$ ( 5,020,000 )

$ ( 3,080,406 )

Acquisition of Card Cash

December 29, 2023, RDE completed the acquisition of CardCash.

December 29, 2023, the Company completed the acquisition of CardCash.

The acquisition was made pursuant to an agreement and plan of merger

dated August 18, 2023 between RDE and CardCash.

RDE acquired all of the issued and outstanding equity of CardCash for $ 26,682,000 ,

made up of the issuance of 6,108,007

shares of the RDE’s common stock valued at $ 24,682,000 ,

the issuance of a note payable for $ 1,500,000 ,

and payment of $ 750,000

utilized the acquisition method 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

values as of the date of acquisition.

The fair value assigned to the developed technology was determined using the relief from royalty method.

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 method, which estimates the direct cash flow expected to be generated from the existing customers

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.

dated August 18, 2023, between the Company and CardCash.

The Company acquired all of the issued and outstanding equity of CardCash for

$ 26,682,000 , 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.

Company utilized the acquisition method 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 values as of the date of acquisition.

The fair value assigned to the developed technology was determined using the relief from royalty

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 method, which estimates 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 giftcard business.

At the date of the

acquisition and as of this Annual Report on

Form 10-K, management has not yet finalized its valuation analysis.

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.

discount coupon and gift card business.

accordance with ASC 805, the Company made an allocation of the purchase price for CardCash based on the fair value

of the assets acquired and liabilities assumed.

following table summarizes the allocation of the fair value of the purchase consideration to the fair value of tangible assets, identifiable

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Schedule of Fair Value of Assets Acquired and Liabilities Assumed

Fair value of consideration:

Notes payable ($ 750,000 due December 30, 2024;

value of consideration:

payable ($ 750,000 due December 30, 2024;

$ 750,000 due December 30, 2025)

Common stock ( 6,108,007 shares of common stock at $ 4.00 per share)

Total purchase price

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

Accounts receivable

Prepaids, deposits, and other

Property and equipment, net

Accounts payable and accrued liabilities

stock ( 6,108,007 shares of common stock at $ 4.00 per share)

purchase price

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

deposits, and other

and equipment, net

payable and accrued liabilities

( 2,068,154 )

Line of credit

( 6,737,385 )

Deferred tax liability

tax liability

( 1,800,000 )

Net tangible assets

Intangible assets:

Developed technology

Customer relationships

Net identifiable intangible assets

Fair value of net asset acquired

The amount of revenue and net loss of CardCash included

in the Company’s (Successor) consolidated statements of operations during the period December 30, 2023 to December 31, 2023, was

zero and $ 5,000,000 , respectively.

tangible assets

relationships

identifiable intangible assets

value of net asset acquired

amount of revenue and net loss of CardCash included in the Company’s (Successor) consolidated statements of operations during the

period December 30, 2023 to December 31, 2023, was zero and $ 5,000,000 , respectively.

following unaudited pro forma statements of operations present the Company’s pro forma results of operations after giving effect

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The unaudited pro forma statements

of operations for the years ended December 31, 2023 and 2022 give effect to the transaction as if it had occurred on January 1, 2022.

of operations for the twelve months ended December 31, 2023, give effect to the transaction as if it had occurred on January 1, 2023.

Schedule of Pro Forma Statements of Operations

$ 101,452,697

$ ( 9,122,246 )

December 31, 2023

(Proforma, unaudited)

$ ( 9,122,246 )

4 unchanged sentences

December 31, 2024

( Successor )

December 31, 2023

( Predecessor )

December 31, 2024

December 31, 2023

Website development costs

6 unchanged sentences

December 31, 2024

to December 31,

January 1, 2023

to December 29,

December 30 to

December 31, 2023

to December 31,

January 1, 2023

to December 29,

January 1, 2023 to

December 29, 2023

December 31, 2024

December 30 to

December 31, 2023

January 1, 2023 to

December 29, 2023

Depreciation expense

At December 29, 2023 (Predecessor), the Company determined

certain of its capitalized website development costs were impaired and recorded an impairment charge of $ 738,740 on the accompanying Consolidated

Statements of Operations.

December 29, 2023 (Predecessor), the Company determined certain of its capitalized website development costs were impaired and recorded

an impairment charge of $ 738,740 on the accompanying Consolidated Statements of Operations.

Goodwill and Intangible Assets

and i ntangible assets consist of the following:

of Other Intangible Assets

and intangible assets consist of the following:

Schedule of Other Intangible Assets

December 31, 2024

( Successor )

December 31, 2024

( Predecessor )

Schedule of Goodwill and Intangible Assets

December 31, 2024

Intangible Assets

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Developed technology

Non-competition agreement

Intangible assets, gross

2 unchanged sentences

Intangible assets, net

On December 29, 2023, in relation to the acquisition

of CardCash (See Note 2), the Company recorded intangible assets of $ 6,700,000

(provisional).

During the period January 1, 2023 to December 29, 2023, CardCash (Predecessor) recorded amortization expense of

$ 300,000 , and at December 29, 2023, determined its Intangible Assets were impaired and recorded an impairment charge of $ 250,000 .

At December 31, 2022, CardCash (Predecessor), determined its Goodwill was impaired and recorded an impairment charge of $ 834,200 .

December 29, 2023, in relation to the acquisition of CardCash (See Note 3), the Company recorded goodwill of $ 20,007,669 .

December 29, 2023, in relation to the acquisition of CardCash (See Note 3), the Company recorded intangible assets of $ 6,700,000 .

the twelve months ended December 31, 2024, the Company recorded an amortization expense of $ 2,431,668 , leaving a remaining intangible

asset balance of $ 4,268,332 at December 31, 2024.

the period January 1, 2023 to December 29, 2023, CardCash (Predecessor) recorded amortization expense of $ 300,000 , and at December 29,

2023, determined its Intangible Assets were impaired and recorded an impairment charge of $ 250,000 .

intangibles are amortized over their estimated remaining useful lives, which are as follows:

of Intangibles are Amortized Over their Estimated Remaining Useful Lives

Average Useful Life

Customer relationships

Trademarks, trade names and service marks

Developed technology

Non-competition

Average Useful Life

Schedule of Identifiable Intangibles Assets Estimated Remaining Useful Lives

Average Useful Life (in years)

relationships

trade names and service marks

Remaining useful lives

expense on intangible assets was as follows:

of Amortization Expense on Intangible Assets

Schedule of Amortization Expense on Intangible Assets

December 31, 2024

to December 31,

January 1, 2023

to December 29,

December 30 to

December 31, 2023

January 1, 2023 to

December 29, 2023

December 31, 2024

December 30 to

December 31, 2023

January 1, 2023 to

December 29, 2023

Amortization expense

amortization expense for the Company is as follows:

of Amortization Expense for Each of the Five Succeeding Year and Thereafter

Company leases office facilities under noncancelable operating lease agreements.

During the period from January 1, 2023 through December

29, 2023 (Predecessor) and December 30, 2023 through December 31, 2023 (Successor), the Company had leases for office facilities in Woodbridge,

New Jersey and Schaumburg, Illinois.

Schedule of Estimated Amortization Expense

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 60-month period ending in April 2029.

Company’s operating lease liability balance was $ 337,304

as of December 31, 2023.

During 2024, the Company renewed its office lease as discussed above and recorded an additional operating

lease liability of $ 1,395,540 .

In 2024, the Company made payments of $ 282,861

against its operating lease liability, resulting in a lease liability of $ 1,449,983

as of December 31, 2024, of which the current portion of lease liability was $ 316,612 ,

and a long-term lease liabilities balance of $ 1,133,371 .

components of lease expense were as follows:

of components of Lease Expenses

Schedule of components of Lease Expenses

December 31, 2024

to December 31,

January 1, 2023

to December 29,

December 30 to

December 31, 2023

January 1, 2023 to

December 29, 2023

December 31, 2024

December 30 to

December 31, 2023

January 1, 2023 to

December 29, 2023

Operating lease expense

5 unchanged sentences

of the Company’s operating lease liabilities are as follows as of December 31, 2024:

of Maturities of Operating Lease Liabilities

Schedule of Maturities of Operating Lease Liabilities

December 31, 2024

2 unchanged sentences

Secured Revolving Line of Credit

outstanding line of credit balance at December 31, 2023 and December 31, 2022 was:

of Line of Credit

( Successor )

( Predecessor )

outstanding line of credit consists of the following at December 31, 2024 and 2023:

Schedule of Line of Credit

Line of credit

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 December 31, 2023 and 2022, the average interest rate was 12 %

respectively.

The revolving line of credit was assumed by the Company in conjunction with the acquisition of CardCash (See Note 2).

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 December 31, 2024 and December 31, 2023, the average interest

rate was 12 % and 12 %, respectively.

As of December 31, 2024, the Company was in compliance with customary debt covenants.

31, 2024 and 2023, this line of credit requires a deposit of $ 1,258,826 , included in restricted cash.

Convertible Debt

debt consists of the following at December 31, 2023 and December 31, 2022:

of Convertible Debt

( Successor )

( Predecessor )

Private investor

Incumaker-past due

debt consists of the following at December 31, 2024 and 2023:

Schedule of Convertible Debt

December 31, 2024

December 31, 2023

December 31, 2024

December 31, 2023

Incumaker, Inc.

principal balance

Accrued interest

Total principal and accrued interest (all current)

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.

Secured Notes Payable – Related Party

notes payable to a related party consists of the following at December 31, 2024 and 2023:

Schedule of Notes Payable Related Party

December 31, 2024

Secured note payable – related party

Less debt discount

Total principal balance

4 unchanged sentences

Non-current portion

On May 6, 2016, CardCash entered into a convertible

promissory note with an investor for the principal amount of $ 10,000,000 .

The note, as amended, was secured by tangible and intangible assets of the CardCash, interest of 4 %

per annum, and matured in June 2023.

of December 31, 2022, the Convertible Promissory Note had an aggregate principal balance outstanding of $ 10,000,000 and

accrued interest payable of $ 3,014,037 .

the period January 1, 2023 to December 29, 2023, additional interest of $ 556,608 was accrued.

On December 29, 2023, contemporaneous with the

acquisition of CardCash (see Note 2), the Private Investor converted the convertible promissory note into equity of CardCash as settlement

of the outstanding balance, with the right to receive 2,702,231

shares of RDE common stock with a fair value of $ 10,808,925 .

As a result, CardCash recorded a gain of $ 2,761,720

to account for the difference between the debt settled and the fair value of the RDE common stock issued.

November 5, 2018, RDE completed the acquisition of Incumaker, Inc.

and assumed certain outstanding convertible notes payable.

December 31, 2023, there was one remaining assumed convertible note payable outstanding that matured July 2017, and is past due.

December 31, 2023, the principal balance of $ 20,000 ,

and accrued interest of $ 20,137 ,

are convertible at $ 1.50 per

share into 26,758 shares

of the Company’s common stock.

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 $ 2,000,000 bearing annual interest of 11.5 % that 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 .

Notes Payable

payable consists of the following at December 31, 2023 and December 31, 2022:

of Notes Payable

( Successor )

( Predecessor )

payable consist of the following at December 31, 2024 and 2023:

Schedule of Notes Payable

December 31, 2024

December 31, 2023

December 31, 2024

December 31, 2023

CardCash acquisition notes payable

1 unchanged sentence

Economic Injury Disaster Loans (EIDL) note payable

Former investor

Total principal balance

5 unchanged sentences

Acquisition Notes Payable

December 29, 2023, the Company issued two year promissory notes totaling $ 1,500,000

as partial consideration

for the acquisition of CardCash (see Note 2).

is payable on the December

29, 2025, 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 RDE’s initial public offering to allow the Company to become listed

on the Nasdaq Capital Market or (b) December 29, 2024 .

As of December 31, 2023, the notes

payable had an aggregate principal balance outstanding of $ 1,500,000 .

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 (see Note 14), 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, 2023, the notes payable had an aggregate principal

balance outstanding of $ 1,500,000 .

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 .

Acquisition Note Payable

February 1, 2022, RDE 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

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”).

of December 31, 2023, the notes payable had an aggregate principal balance outstanding of $ 102,199 and accrued interest payable of $ 821 .

As of December 31, 2024, the notes payable had an aggregate principal balance outstanding of $ 75,928 and accrued interest payable of

$ 1,646 (see Note 14).

Injury Disaster Loans (EIDL)

June 17, 2020, RDE 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 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.

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 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.

loans bear interest at 3.75 % per annum, with a combined repayment of principal and interest of $ 3,500 per month beginning 12 months from

2 unchanged sentences

of $ 664,500 and accrued interest payable of $ 27,259 .

May 6, 2016, CardCash entered into a promissory note with a former investor for the principal amount of $ 7,500,000 .

The maturity date of the Promissory Note is 60 days after repayment of the Convertible Promissory Note (See Note 7).

Interest shall

accrue and be added to the unpaid principal balance at the rate of 8.0 %

Principal and interest is due at maturity.

As of December 31, 2022, total interest accrued amounted to $ 6,224,092 .

During the period January 1, 2023 to December 29, 2023, additional interest of $ 1,578,975 was accrued.

On December 29, 2023, contemporaneous with the acquisition of CardCash (see Note 2), the Former

Investor converted the promissory note into equity of CardCash as settlement of the outstanding balance, with the right to receive 3,047,197

shares of RDE common stock with a fair value of $ 12,188,787 .

As a result, the Company recorded a gain of $ 3,114,280 to account the difference between the

debt settled and the fair value of the RDE common stock issued.

tax provision has been provided for the periods December 30, 2023 to December 31, 2023, January 1, 2023 to December 29, 2023, and the

year ended December 31 2022, due to the losses incurred during the periods.

As of December 31, 2024, the note payable had a principal balance outstanding of

$ 664,500 and accrued interest payable of $ 15,558 .

federal tax provision has been provided for the periods ended December 31, 2023, December 30, 2023 to December 31, 2023, and January

1, 2023 to December 29, 2023, due to the losses incurred during the periods.

Reconciled below is the difference between the income tax

3 unchanged sentences

December 31, 2024

December 30 to December 31, 2023

January 1, 2023

to December 29, 2023

December 31, 2024

December 30 to December 31, 2023

January 1, 2023

2 unchanged sentences

State income taxes, net of federal tax benefit

Tax-exempt loan forgiveness

Change in valuation allowance

6 unchanged sentences

December 31, 2024

to December 31,

January 1, 2023

to December 29,

Deferred tax assets

Net operating loss carryforwards

December 30 to

December 31, 2023

January 1, 2023 to

December 29, 2023

December 31, 2024

December 30 to

December 31, 2023

January 1, 2023 to

December 29, 2023

Net operating

loss carryforwards

Share-based compensation

Limitation on deduction of interest

Operating lease liability

163(j) disallowed

lease liability

Property and equipment

Gross deferred taxes

4 unchanged sentences

Total deferred tax assets

Deferred tax liabilities

tax liabilities

Intangible assets

( 1,800,000 )

Property and equipment

( 1,178,000 )

( 1,028,000 )

Operating lease right-of-use asset

and equipment

( 1,178,000 )

Total deferred tax liabilities

2 unchanged sentences

( 1,178,000 )

Net deferred tax liability

deferred tax liability

$ ( 1,123,000 )

$ ( 1,800,000 )

assessing the potential realization of deferred tax assets, management considers whether it is more likely than not that some portion

6 unchanged sentences

December 31, 2024, the Company has available net operating loss carryforwards for federal and state income tax purposes of approximately

$ 5,350,000 federal net operating losses, if not utilized earlier, will begin to expire in the year ending December 31, 2031, subject

to Internal Revenue Service limitations, including change in ownership regulations.

Stockholders’ Equity (Deficiency)

$ 48,317,000 .

Federal net operating losses, if not utilized earlier, will begin to expire in the year ending December 31, 2032 , subject to Internal

Revenue Service limitations, including change in ownership regulations.

Stockholders’ Equity

Company is authorized to issue a total of 10,000,000 shares of preferred stock, par value $ 0.001 per share.

1 unchanged sentence

2023, there were no shares of preferred stock issued and outstanding.

of December 31, 2015, the Company was authorized to issue 60,500,000 shares of stock, 50,000,000 shares of which are designated as Common

Stock and 10,500,000 are designated as Convertible Preferred Stock each with a par value of $ 0.0001 per share.

As of December 31, 2022,

the number of outstanding shares of Common Stock was 29,035,625 .

Each share of Common Stock is entitled to one vote.

December 29, 2023, the Convertible Preferred Stock was retired, and the Company reclassified the balance to additional paid in capital,

a component of the shareholders’ equity.

Preferred Stock consists of the following:

of Convertible

Preferred Stock

Series B Convertible Preferred Stock ( 2,000,000 shares authorized, 1,526,882 issued and outstanding)

Total Convertible Preferred Stock

holders of the Series B Preferred Stock shall not receive a cumulative dividend.

The holders of the Series B Preferred Stock are entitled

to participate with other stockholders on any dividends or distributions made by the Company on its capital stock.

the closing of the sale of shares of Common Stock to the public at a price of at least $3.00 per share or a reverse public company merger

or similar transaction resulting in aggregate gross proceeds to the Company and the selling shareholders or an aggregate public float

of Common Stock of at least $25 million, then all Series B Preferred Stock shall automatically be converted into shares of Common Stock.

share of Series B Preferred Stock shall be convertible at the option of the holder at any time and without payment of additional consideration

into shares of Common Stock.

the Series B Convertible Preferred Stock, the conversion ratio is determined by dividing the Series B original issue price ($ 3.31201

per share, subject to any appropriate proportionate adjustment) by the Series B original issue price.

holder of outstanding shares of preferred stock shall be entitled to a number of votes equal to the number of shares of Common Stock

into which their shares of preferred stock are convertible as of the record date.

Company is authorized to issue a total of 750,000,000 shares of common stock, par value $ 0.001 per share.

As of December 31, 2023, the

Company had 24,119,967 shares of common stock issued, issuable and outstanding.

of Common Stock for Acquisition of CardCash

the period December 29, 2023 to December 31, 2023, RDE issued 6,108,007 shares of common stock with a fair value of $ 24,432,000 , or $ 4.00 per

share, as partial consideration paid on the acquisition of CardCash (see Note 2).

of Restricted Stock to Employees (Successor)

December 29, 2023, the Company granted an aggregate of 2,500,000 shares of the Company’s restricted stock to its executives with

an aggregate fair value of $ 10,000,000 , or $ 4.00 per share (see Note 12).

The restricted stock grant vest 50% on the grant date, and

25% on each subsequent anniversary date .

During the year ended December 31, 2023, the Company recorded stock compensation for 1,250,000 of these shares of restricted

stock with a fair value of $ 5,000,000 based upon its vesting term, leaving 1,250,000 of the shares with a fair value of $ 5,000,000 remaining

to be expensed upon vesting in future periods through December 29, 2027.

Stock Issuable (Successor)

As of December 31, 2024 and

2023, the Company had 27,021,423 shares and 24,119,967 shares, respectively, of common stock issued and outstanding.

Stock Transactions

of Common Stock for Services

the year ended December 31, 2024, the Company issued 210,000 shares of common stock with a fair value of $ 771,500 , or $ 3.67 per share,

to consultants for services rendered.

of Common Stock for Vender Settlement

the year ended December 31, 2024, the Company issued 104,167 shares of common stock with a fair value of $ 150,000 , or $ 1.44 per share,

per settlement agreement with a vender.

The fair value of the common shares of $ 150,000 was recorded as a component of selling, general

and administrative expenses in the consolidated statement of operations.

of Common Stock on Stock Purchase Agreement

December 16, 2024, the 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.

a condition of the right of the Company to commence sales of its Purchase Shares to ClearThink Capital under the Strata Purchase Agreement,

the Company issued to ClearThink Capital under the terms of the Securities Purchase Agreement, 100,000 restricted shares of Giftify’s

common stock and an effective registration statement covering the resale of the Purchase Shares.

The fair value of the 100,000 restricted

shares was determined to be $ 131,000 and was recorded as a financing cost, a component of other expenses, in the accompanying Consolidated

Statement of Operations during the year ended December 31, 2024.

the terms of the Securities Purchase Agreement, ClearThink Capital has agreed to purchase a total of 150,000 restricted shares of Giftify

common stock in at an effective price of $ 1.3333 per share to be delivered to ClearThink Capital by book entry within seven calendar

days following the two closing dates as follows:

75,000 restricted shares of Giftify common stock on December 16, 2024, and 75,000 shares

of Giftify common stock within five days after the filing of the Prospectus Supplement underlying the Strata Purchase Agreement.

the year end December 31, 2024, ClearThink purchased a total of 150,000 sales of the Company’s common stock for $ 200,000 .

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

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

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 $ 0.001 (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”).

During the year ended December 31, 2024,

the Company sold 209,993 shares of Common Stock and received proceeds next of expenses of $ 286,063 , or an average of $ 1.36 per share.

of Common Stock on Private Sales

the year ended December 31, 2024, the Company received net proceeds of $ 3,021,523 from the sale of 1,539,500 shares of common stock at

$ 1.96 per share, as part of a private placement.

Common Stock Issuable

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.

Stock-Based Compensation

During the year ended December 31, 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 December

of Restricted Stock for Employment Agreements

on December 29, 2023, 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.

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.

also joined the Board of Directors of the Company.

the terms of the agreements, Mr.

Ackerman received a one-time award of 1,250,000

restricted shares of the Company’s common stock with

an aggregate fair value of $ 10,000,000 ,

vesting immediately and 50% vesting over 4 years.

the year ended December 31, 2023, the Company recorded stock compensation for 1,250,000

of these shares of restricted stock with a fair value of $ 5,000,000

based upon its vesting term.

During the year ended December

31, 2024, the Company recorded stock compensation expense for 312,500

shares of restricted stock with a fair value of $ 1,250,000

based upon its vesting term.

As of December 31, 2024, the unamortized

stock compensation amounted to $ 3,750,000

to be expensed upon vesting in future periods through December

of Common Stock for Acquisition of CardCash (Successor)

the period December 29, 2023 to December 31, 2023, RDE issued 6,108,007 shares of common stock with a fair value of $ 24,432,000 , or $ 4.00

per share, as partial consideration paid on the acquisition of CardCash (see Note 3).

Share-Based Compensation

of Restricted Common Stock

following table summarizes restricted stock activity during the year ended December 31, 2024:

Schedule of Restricted Stock

Balance, December 31, 2023

Balance, December 31, 2024

March 1, 2023, the Company granted its Chief Executive Officer 200,000 shares of the Company’s restricted stock, and 100,000 shares

of the Company’s restricted stock to employees with an aggregate fair value of $ 1,005,000 or $ 3.35 per share.

The restricted stock

grant vest 33% on the grant date, and 33% on each subsequent anniversary date.

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.

the year ended December 31, 2024, the Company recognized stock compensation expense of $ 1,431,026 and issued 241,666 shares of restricted

stock based upon its vesting term of the grants.

As of December 31, 2024, the unamortized stock compensation expense amounted to $ 781,224 ,

to be expensed upon vesting in future periods through March 1, 2026 .

of Stock Options

Company issues common stock and stock options as incentive compensation to directors and as compensation for the services of employees,

23 unchanged sentences

summary of stock option activity is presented below:

Summary of Stock Option Activity

Schedule of Stock Options

Stock options outstanding at December 29, 2023

1 unchanged sentence

Stock options outstanding at December 31, 2023

Expired or forfeited

Stock options outstanding at December 31, 2024

Stock options exercisable at December 31, 2024

compensation expense was as follows:

of Stock-based Compensation Expense

option expense was as follows:

Schedule of Stock-based Compensation Expense

December 30 to

December 31, 2023

to December 31,

January 1, 2023

to December 29,

Stock based compensation costs

of December 31, 2023, the aggregate amount of unvested compensation related to stock options was approximately $ 141,304 which will be recognized

as an expense as the options vest in future periods through February 28, 2024.

January 1, 2023 to

December 29, 2023

Stock option expense

April 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.

stock options are exercisable at a weighted average price of $ 4.01 per share with an average life to expiration of approximately nine

The total fair value of these options at grant date was approximately $ 13,500,000 , which was determined using a Black-Scholes-Merton

option pricing model with the following average assumption:

stock price of $ 4.01 per share, expected term of 6.00 years, volatility of

220 %, dividend rate of 0 %, and weighted average risk-free interest rate of 4.33 %.

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;

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.

the year ended December 31, 2024, the Company recognized $ 8,031,290 of stock compensation expense relating to vested stock options.

of December 31, 2024, the aggregate amount of unvested compensation related to stock options was approximately $ 5,680,244 which will

be recognized as an expense as the options vest in future periods through March 2026.

weighted average remaining contractual life of common stock options outstanding and exercisable at December 31, 2024 was 8.25 years.

3 unchanged sentences

Schedule of Options Summarized by Exercise Price

Outstanding (Shares)

Exercisable (Shares)

Commitments and Contingencies

3 unchanged sentences

have a material adverse effect on the Company’s business or financial condition.

Employment Agreements

July 1, 2023, RDE entered into a new employment agreement with Ketan Thakker, its Chairman, President and Chief Executive Officer, pursuant

Thakker’s annual salary is $ 250,000 ,

increasing to $ 400,000 on July 1, 2024.

July 1, 2023, Giftify entered into a new employment agreement with Ketan Thakker, its Chairman, President and Chief Executive Officer,

pursuant to which Mr.

Thakker’s annual salary is $ 250,000 , increasing to $ 400,000 on July 1, 2024.

In addition, Mr.

Thakker may be entitled to receive, at the discretion of our Board, a cash bonus based on the performance goals of our

be entitled to receive, at the discretion of our Board, a cash bonus based on the performance goals of our Company.

the event of a change of control of our company, Mr.

1 unchanged sentence

be entitled to continue to be paid pursuant to the terms of his employment agreement.

August 21, 2024, Giftify entered into a new employment agreement with Steve Handy, its Chief Financial Officer, pursuant to which Mr.

annual salary is $ 250,000 , increasing at 3 % annually.

In addition, Mr.

Handy is to receive a minimum annual cash bonus of $ 25,000 .

Bohm and Marc Ackerman

on December 29, 2023, with the closing of the acquisition of CardCash (see Note 2), the Company entered into an Employment

Agreements with Elliot Bohm and Mark Ackerman.

on December 29, 2023, with the closing of the acquisition of CardCash (see Note 3), the Company entered into an Employment Agreements

with Elliot Bohm and Mark Ackerman.

Bohm was the President of CardCash and Mr.

Ackerman was the Chief Operating Officer of CardCash prior to the acquisition by RDE, and will remain in

those positions following the acquisition.

Bohm will also join the Board of Directors of RDE.

Ackerman was the Chief Operating Officer of CardCash

prior to the acquisition by Giftify and will remain in those positions following the acquisition.

Bohm also joined the Board of Directors

the terms of the four-year agreements, Mr.

Ackerman shall each receive an annual base salary of $ 375,000 and

a one-time award of 1,250,000 restricted

shares of RDE’s common stock with aggregate fair value of $ 10 million, 50 %

Ackerman shall each receive an annual base salary of $ 375,000

and a one-time award of 1,250,000

restricted shares of Giftify’s common stock with aggregate fair value of $ 10

million, 50 %

vesting immediately and 50 %

vesting over 4

Ackerman’s employment is terminated by the Company without cause, as defined under their employment agreements, Mr.

Ackerman will be entitled to (a) twelve months’ base salary, (b) Earned but Unpaid Amounts, as defined, (c) a ll vested

equity awards shall be retained and all unvested equity awards shall be accelerated and be deemed vested and

In addition, Mr.

Ackerman shall receive a minimum annual bonus of $ 100,000 to be paid in cash, stock,

or both on terms that shall be mutually acceptable to the Board and Mr.

Bohn’s or Mr.

Ackerman’s employment is terminated by the Company without cause, as defined under their employment agreements,

Ackerman will be entitled to (a) twelve months’ base salary, (b) Earned but Unpaid Amounts, as defined, (c) a ll

vested equity awards shall be retained and all unvested equity awards shall be accelerated and be deemed vested and

(d) o ther benefits, as defined, for health, life, disability and similar employee benefit plans will continue, as defined.

Ackerman also entered into a confidentiality

and non-competition agreement in conjunction with his employment agreement which contains covenants restricting them from engaging in

any activities competitive with our business during the term of the employment agreement and one year thereafter and prohibiting him

from disclosure of confidential information regarding our company at any time.

Ackerman also entered into a confidentiality and non-competition agreement in conjunction with his employment agreement

which contains covenants restricting them from engaging in any activities competitive with our business during the term of the employment

agreement and one year thereafter and prohibiting him from disclosure of confidential information regarding our company at any time.

the year ended December 31, 2023, the Company recognized $ 5,000,000 of stock compensation expense and issued 1,250,000 vested restricted

During the year ended December 31, 2024, the Company recognized $ 1,250,000 of stock compensation expense and issued 312,500 vested

restricted shares.

As of December 31, 2024, the aggregate amount of unvested compensation related to 937,500 unvested restricted shares

was approximately $ 3,750,000 , which will be recognized as an expense as the restricted shares vest in future periods through December

Subsequent Events

Subsequent to December 31, 2023, the Company received net proceeds of $ 2,809,000

for the sale of 1,404,500 shares of common stock at $ 2.00 per share, as part of a private placement.

January 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

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.

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 $ 483,000 .

Issuance of Common Stock on At-the-Market Issuance

Sales Agreement

Subsequent to December 31, 2024, the Company sold

751,152 shares of Common Stock and received proceeds next of expenses of $ 1,004,991 , or an average of $ 1.34 per share, utilizing its At-the-Market

Issuance Sales Agreement with Ascendiant Capital Markets, LLC.

Notes Payable – Related Party

to December 31, 2024, the Company paid in full its secured promissory note of $ 2,000,000 plus accrued interest with a related party,

Spars Capital (see Note 8).

Common Shares Issued in Settlement of Vendor Balance

Subsequent to December 31, 2024, the Company issued

75,000 shares of common stock to pay a $ 75,000 vendor balance.

Common Shares Issued on Vesting of Restricted Stock

Subsequent to December 31, 2024, the Company issued

554,166 shares on vesting of restricted stock.

Issuance of Common Stock for Services

Subsequent to December 31, 2024, the Company issued

116,666 shares of common stock to consultants for services rendered.

Notes Payable

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 .

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 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).

Acquisition Note Payable

to December 31, 2024, the Company made its $ 750,000 principal payment plus accrued interest (see Note 9), which was due on December 29,

Based Compensation

February 1, 2025, the Company, pursuant to the terms of its 2019 Stock Incentive Plan, granted 450,000 restricted shares of common stock

and options exercisable into 1,170,000 shares of the Company’s common stock

to its executives and employees.

restricted share of common stock and stock options vest over 36 months

The stock options are exercisable at a weighted average price of $ 0.92 per

share with an average life to expiration of approximately three

fair value of these options at grant date was approximately $ 1,073,000 ,

which was determined using a Black-Scholes-Merton option pricing model with the following average assumption:

stock price of $ 0.92 per

share, expected term of 6.00 years,

volatility of 241 %,

dividend rate of 0 %,

and weighted average risk-free interest rate of 4.45 %.

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.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data