UNITED STATES OF AMERICA

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, DC 20549

 FORM 10-K

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

 For the fiscal year ended December 31, 2024

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

 For the transition period from _______________
to _______________

 Commission File Number: 001-39973

 CUENTAS, INC.

 (Exact name of Registrant as specified in its
charter)

 Florida

 20-3537265

 (State or Other Jurisdiction of
 Incorporation or Organization)

 (I.R.S. Employer
 Identification No.)

 235 Lincoln Rd., Suite 210, Miami Beach, FL 33139

 (Address of principal executive offices)

 305 - 537-6832

 (Registrant's telephone number)

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

 None

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

 Common Stock, $0.001 par value

 Warrants

 Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Common Stock, par value $0.001 per share

 CUEN

 OTC

 Warrants, each exercisable for one share of Common Stock

 CUENW

 OTC

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

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

is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company,"
and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

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

 If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.

is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 As of June 30, 2024, the last day of the registrant's most recently
completed second fiscal quarter, the aggregate market value of the common stock held by non-affiliates was $ 361,644 based on 1,850,791_
shares of common stock outstanding held by non-affiliates and a price of $0.1954 per share, the closing sales price of the common stock
on June 30, 2024, as reported by OTC

 The number of shares of Common Stock, $0.001 par value, outstanding
on March 29, 2025 was 2,730,058 shares.

 Page

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common
 Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 [Reserved]

 Item 7.

 Management's Discussion and
 Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures
 About Market Risk

 Item 8.

 Financial Statements and Supplementary
 Data

 Item 9.

 Changes in and Disagreements with
 Accountants on Accounting and Financial Disclosure

 Item 9A

 Control and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions
 that Prevent Inspections

 Item 10.

 Directors, Executive Officers and
 Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial
 Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related
 Transactions, and Director Independence

 Item 14.

 Principal Accounting Fees and Services

 Item 15.

 Exhibits, Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 i

 SPECIAL NOTE

 As used in this Annual Report on Form 10-K
(the "Annual Report"), unless the context otherwise requires, the terms "the Company," "Cuentas,"
"we," "us," and "our" refer to Cuentas Inc., a Florida corporation.

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This Annual Report includes forward-looking statements
as the term is defined in the Private Securities Litigation Reform Act of 1995 or by the U.S. Securities and Exchange Commission in its
rules, regulations and releases, regarding, among other things, all statements other than statements of historical facts contained in
this report, including statements regarding our future financial position, business strategy, and plans and objectives of management
for future operations. The words "believe," "may," "estimate," "continue," "anticipate,"
"intend," "should," "plan," "could," "target," "potential," "is
likely," "will," "expect" and similar expressions, as they relate to us, are intended to identify forward-looking
statements. We have based these forward-looking statements largely on our current expectations and projections about future events and
financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. In
addition, our past results of operations do not necessarily indicate our future results.

 These statements include, among other things,
statements regarding:

 our ability to implement
 our business plan;

 our ability to attract
 key personnel;

 our ability to operate
 profitably;

 our ability to efficiently
 and effectively finance our operations;

 our ability to raise additional
 financing for working capital;

 our ability to efficiently
 manage our operations;

 that our accounting policies
 and methods may require management to make estimates about matters that are inherently uncertain;

 changes in the legal, regulatory
 and legislative environments in the markets in which we operate; and

 adverse state or federal
 legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations.

 Except as otherwise required by applicable laws
and regulations, we undertake no obligation to publicly update or revise any forward-looking statements or the risk factors described
in this report, whether as a result of new information, future events, or changed circumstances after the date of this report. You should
not rely upon forward-looking statements as predictions of future events or performance. We cannot assure you that the events and circumstances
reflected in the forward-looking statements will be achieved or occur. Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. No forward-looking statement
is a guarantee of future performance. You should read this Annual Report and the documents that we reference in this Annual Report and
have filed with the Securities and Exchange Commission (the SEC) thereto completely and with the understanding that our actual future
results may be materially different from any future results expressed or implied by these forward-looking statements.

 The Company maintains a website at www.cuentas.com. The Company makes
available, free of charge, through the Investor Information section of the website, its Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q, Current Reports on Form 8-K, Section 16 filings and all amendments to those reports, as soon as reasonably practicable after
such material is electronically filed with the Securities and Exchange Commission. Any of the foregoing information is available in print
to any stockholder who requests it by contacting our Investor Relations Department. Alternatively, you may also access our reports at
the SEC's website at www.sec.gov.

 ii

 ITEM 1. BUSINESS

 Our Business

 Our business is mainly focused on using proprietary
technologies to integrate FinTech (Financial Technology), e-finance and e-commerce services into solutions that deliver mobile financial
services, prepaid debit and digital content services to the unbanked, under-banked and underserved populations nationally in the USA.
The Cuentas technology platform integrates Cuentas Mobile, the Company's Telecommunications solution, with its core financial services
offerings to help entire communities enter the modern financial marketplace. Prior to the August 12, 2024, termination discussed
below, Our General Purpose Reloadable (GPR) "Debit Card" is designed to allow customers to purchase prepaid products
and services, including third party digital content, gift cards, remittances, mobile phone topups and other digital services. An agreement
with Interactive Communications International, Inc. ("InComm") a leading stored-value and digital-content network, enables
us to market and distribute a line of prepaid digital content and gift cards targeted towards the Latin American market. Cuentas is able
to purchase InComm's prepaid digital content and gift cards at a discount and resell these same products in real time through the
Black 011 portal and the Cuentas SDI network of over 31,000 bodegas. Cuentas is able to offer these digital products to the public, many
at discounted prices, while making a small profit margin which varies from product to product. The prepaid digital content and gift cards
include Amazon Cash, XBox, PlayStation, Nintendo, Karma Koin, Transit System Loads & Reloads (LA TAP, NY Transit, Grand Rapids, CT
GO), Burger King, Cabela's, Bass Pro Shops, AT&T, Verizon, Mango Mobile, Black Wireless and other prepaid wireless carriers
in the United States.

 On August 12 2024, the Company
and InComm mutually agreed to sunset the processing agreement that supported the Cuentas Prepaid Mastercard program. In connection
with the wind-down, InComm issued a $475,000 credit to Cuentas in full and final settlement of all obligations under the processing
agreement. The Company recognized the credit as other income in the third quarter of 2024. No further liabilities remain outstanding,
and all prepaid card accounts were deactivated on or before that date.

 The
Company continues to maintain and develop its long-standing InComm Resale Agreement, under which it supplies digital
content, transit reloads, mobile top-ups, bodega access and cellular offerings to its target market. Accordingly, while the Company
has exited the prepaid debit-card vertical, it remains fully engaged in the FinTech sector and leverages InComm's nationwide
distribution network for higher-margin digital-content products.

 Since the first quarter of 2023, we have made
equity investments in real estate projects in Florida under the name Cuentas Casa. Cuentas Casa partnered with leading edge developers
and construction technology companies to create sustainable, inclusive and affordable residential communities specifically designed to
provide high quality housing alternatives at extremely competitive pricing. Due to liquidity issues impeding the operation and development
of its core mobile fintech and carrier services, on April 3, 2025, the limited liability company in which Cuentas has a 63.9% equity
interest ("Brooksville Development Partners, LLC" or "BDP"), entered into an agreement to sell the vacant land
located in Brooksville, Florida (the "Brooksville Property") The Brooksville Property was originally purchased by BDP on
April 28, 2023 for $5.05 million, $2 million of which was contributed by Cuentas. On May 27, 2025, Cuentas sold its 63.9% equity interest
in the Brooksville Property for $800,000 to Brooksville FL Partners, LLC (the "Buyer"), an existing minority member of BDP.
The funds were distributed by a mutually agreed escrow agent, and Cuentas settled debts with 4 major creditors. The remaining funds are
to be used for operating expenses. With these funds, the Company was able to settle debts totaling approx. $1.132M with 4 major creditors
for final actual cost of $666,356 Cuentas is no longer in the real estate business.

 Efforts to Upgrade our Technology Platforms
and Increase Sales of our Fintech Products and Services Through Cuentas-SDI and Introduction of New Fintech Solutions

 In April 2023, CIMA Telecom, which provided maintenance
and support services for our fintech mobile app technology platform, shut down access to the platform as we were transitioning to a new,
improved platform. The Cuentas prepaid Mastercard platform continued to be active and the associated prepaid fintech platform behind
it continued to function properly until the termination of the InComm agreement in August 2024 as listed below.

 In May 2023, The OLB Group (NASDAQ: OLB) ("OLB") terminated
a Software Licensing and Transaction Sharing Agreement with the Company for the purpose of upgrading the Cuentas Mobile App and digital
distribution system. In September 2023, OLB acquired 80.01% of Cuentas-SDI. In July 2023, the Company and Cuentas-SDI settled certain
payment issues and have re-opened the digital distribution network and systems through Cuentas-SDI's convenience store distribution
network of over 31,000 locations, including many across the New York, New Jersey and Connecticut tri-state area. There were no longer
locations in the second-half of 2024.

 Cuentas has agreed with Sutton Bank to wind down
its relationship during 2024. These activities were completed in August 2024 concurrent with the termination of the InComm processing
agreement described above. On May 16, 2024, the Company received a Notice of Termination of Contract from Sutton Bank. Management has
been evaluating other alternatives including replacing issuing bank and other enhanced FinTech enabled solutions However the company
has not replaced it to date. On September 18, 2025, the Company granted a 16-month license to certain Fintech (non-MVNO) assets; those assets are held in escrow pending
the holder's option. MVNO assets are excluded.

 Cuentas Prepaid Mastercard account holders were
able to deposit funds to their account (until the August 12 2024 wind-down) via (a) no-cost Direct Deposit, or (b) for a small
charge, using InComm's VanillaLoad network in over 200,000 locations at major retailers like Walmart, CVS, Walgreens, Dollar General,
and more. Cuentas does not have any pre paid debit cards since that date.

 Account holders that had available funds
could use their Cuentas Prepaid Mastercard wherever prepaid Mastercards are accepted worldwide and at most ATMs in
the U.S., and many international ATMs. Sutton Bank held the funds from cardholders in a bank account that Cuentas had no control nor
access. Sutton allowed cardholders to withdraw funds and/or receive a check with available funds to close their accounts.

 Cuentas e-commerce Distribution and Mobile
Payments

 The Cuentas e-commerce Distribution and Mobile Payments ecosystem allowed
consumers to purchase Cuentas's line of digital products and services through a nationwide network of retailers that specifically
serve Cuentas' target market. Cuentas' distribution network includes certain neighborhood markets known as "Bodegas"
and convenience stores as well as other retail establishments. This brings previously unavailable digital products and services to those
neighborhoods affected by the e-commerce digital divide.

 The Latino Market

 The name "Cuentas" is a Spanish word
that has multiple meanings and was chosen for strategic reasons, to develop a close relationship with the Spanish speaking population.
It means "Accounts" as in "bank accounts" and it can also mean "You can count on me" as in " Cuentas
conmigo ". Additionally, it can be used to "Pay or settle accounts" ( saldar cuentas), "accountability"
( rendici n de cuentas), "to be accountable" ( rendir cuentas) and other significant meanings.

 The 2020 U.S. Census showed the Hispanic Latino
population at over 62 million and at 18.7% of the total U.S. population. The FDIC defines the "unbanked" "as those
adults without an account at a bank or other financial institution and are considered to be outside the mainstream for one reason or
another. The Company believes that the Hispanic and Latino demographic generally have had more identification, credit, and former bank
account issues than any other U.S. minority group leading to more difficulty in obtaining a traditional bank account.

 The Cuentas Business Model

 The Cuentas business model contemplates multiple
revenue sources, many of which are synergistic market segments and provide unified financial and social functionality to forgotten segments
of society.

 The Cuentas Technology platform

 Cuentas is engaged in negotiations with World Mobile Group Ltd (WMG)
and expects to enter into a Management & Software Licensing Agreement related to WMG's "Sharing Economy", the world's
first decentralized telecom economy. World Mobile's hybrid system works by letting local operators run small access nodes that connect
people to the internet while larger backbone nodes handle authentication and routing, all tied together through a blockchain that tracks
usage and pays the operators. World Mobile's platform has been proven worldwide with capabilities for growth in the USA.

 Strategic Partners

 Sutton Bank ("Sutton")

 Cuentas had a 5 year Prepaid Card Program Management
Agreement with Sutton Bank as the issuer of the Cuentas Prepaid Mastercard - Debit/GPR card which was effective through
October 2026, but the parties have agreed to wind-down the Cuentas operation during 2024 as Cuentas terminates its processing agreement
with InComm on August 12, 2024.

 Cuentas SDI, LLC

 Cuentas SDI, LLC ( "Cuentas-SDI")
was incorporated in the State of Florida on January 4, 2022 and was a wholly owned subsidiary of SDI Black 011, Inc. ("SDI Black").
Cuentas-SDI is engaged in the business of electronic distribution and sales of virtual products via its Black 011 portal located at Yonkers,
NY. Its electronic products range from prepaid wireless SIM activation, International mobile recharge services and international long
distance phone services. During 2020, Cuentas-SDI also started sales of general merchandise to its retail reseller customers. Cuentas-SDI
owns the assets of Black Wireless MVNO, Black 011 Long distance platform and operations and the SDI Black distribution platform and network
of over 31,000 bodegas and convenience stores.

 On May 27, 2022, the Company entered into a Membership
Interest Purchase Agreement with SDI Black, the holders of all the membership interests of SDI Black and Cuentas-SDI, for the acquisition
of 19.99% of the membership interests of Cuentas-SDI in exchange for $750,000.

 On May 20, 2024, the Company signed a Membership
Interest Purchase Agreement (the"OLB-MIPA") with The OLB Group, Inc., a Delaware corporation listed on the Nasdaq exchange
to sell the 19.99% interest in SDI Cuentas for $215,500.

 As a result of an evaluation of the acquired interest during the second
quarter of 2023 and sale in 2024, the Company recorded an impairment charge of $0.5 million. There is no further participation between
Cuentas-SDI and Cuentas.

 Cuentas Mobile

 Cuentas Mobile is our Mobile Virtual Network
Operator ("MVNO") trade name, which provided Cuentas Mobile branded mobile phones along with attractively priced prepaid
voice, text, and data mobile phone services to a limited customer base. Cuentas, through M&M is negotiating to sell mobile services
as an MVNO through an operator on the largest 5G nationwide network from one of the top 3 mobile carriers. Cuentas Mobile will continue
to operate a virtual telecommunications network providing mobile voice, text, and data services with essentially the same quality as
other MVNOs such as Cricket, Boost, Simple, Ultra, Mint, and Lyca Mobile which have been successful at creating brands, without owning
the towers, hardware or network. Cuentas is currently reactivating distribution through grass roots retailers that normally interact
with Cuentas' target audience, specifically offering low-cost mobile phone service with the ability to make international calls
to specific Spanish speaking countries in Central and South America.

 We believe that our potential customers will
migrate away from legacy telephone and banking systems to enhanced mobility solutions. The Company's technological advantage and
the synergies created by its combination of a reloadable debit card and a holder of mobile virtual network operator rights will make
its products increasingly useful to unbanked, under-banked, under-served and other emerging niche markets.

 Meimoun & Mammon LLC

 Meimoun & Mammon LLC ("M&M") is a retail provider
of domestic and international long-distance voice, text, and data telephony services to consumers in the United States and throughout
the world. M&M holds International and Domestic Section 214 authority issued by the FCC. M&M operated the retail Tel3 business
as a separate division. Tel3 became unprofitable and was shut down in June 2024. M&M has no further operations but its FCC 214 Authority
is active.

 World Mobile Group Ltd

 On September 3, 2024, the Company signed a Non
Binding Letter of Intent (LOI) with World Mobile Group Ltd ("World Mobile"), a UK limited company to leverage the World Mobile
sharing economy to expand network coverage and provide affordable connectivity.

 World Mobile transferred $50,000 to Cuentas as a refundable Security
Deposit upon signing thie LOI. This LOI serves as a preliminary expression of intent between World Mobile and Cuentas and is not legally
binding, except where explicitly stated.

 On April 21, 2025, the Company and World Mobile entered into a Contribution
Agreement to form World Mobile LLC, a Delaware limited liability company (the "JV Company"), as a joint venture to operate
a mobile virtual network operator ("MVNO") business. The Company holds a 51% membership interest and World Mobile holds a
49% membership interest in the JV Company, with World Mobile's appointee serving as the sole managing member. Profits, losses, and
cash distributions of the JV Company are generally allocated 85% to World Mobile Group and 15% to the Company, except that for certain
"Cuentas-related Brands," such allocations are 85% to Cuentas and 15% to World Mobile Group. The Company contributed rights,
title, and interest in its MVNO business (including the PLUM contract) to the JV Company, while World Mobile contributed $300,000 in capital.

 On September 22, 2025, the Company entered into a Convertible Note
Purchase Agreement with World Mobile Group Ltd. for $260,000 in the form of a convertible promissory note maturing on September 22, 2026.
The Company agreed to use the proceeds to pay operational expenses.

 On October 1, 2025, the Company entered into a second Convertible Note
Purchase Agreement with World Mobile Group Ltd. for $125,000 in the form of a convertible promissory note maturing on October 1, 2026.
The Company agreed to use the proceeds to satisfy obligations under the PLUM contract.

 On April 23, 2025 and May 15, 2025, Cuentas executed
related letter agreements confirming the assignment of its Reseller Master Services Agreement with UVNV, Inc. (d/b/a PLUM) to the JV
Company and granting the Company management of certain Cuentas Mobile brands on the JV Company platform, with respective profit/loss
sharing as noted above.

 Regulatory Compliance

 We operate in an ever-evolving and complex legal
and regulatory environment. We, the products and services that we offer and market, and those for which we provide processing services,
are subject to a variety of federal, state and foreign laws and regulations, including, but not limited to: federal communications laws
and regulations; foreign jurisdiction communications laws and regulations; federal anti-money laundering laws and regulations, including
the Patriot Act, the BSA, anti-terrorist financing laws and anti-bribery and corrupt practice laws and regulations in the U.S., and similar
international laws and regulations, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act in Canada; state unclaimed
property laws and money transmitter or similar licensing requirements; federal and state consumer protection laws, including the CARD
Act, and the Dodd-Frank Act, and regulations relating to privacy and data security; and foreign jurisdiction payment services industry
regulations.

 Our subsidiary M&M is subject to regulation
by the FCC and other government agencies and task forces. M&M holds International and Domestic Section 214 licenses issued by the
FCC, which may be suspended or revoked by the FCC if M&M does not strictly comply with all applicable regulations and the terms and
conditions under which the International and Domestic Section 214 licenses were issued. M&M is also subject to certain foreign jurisdiction
communications laws and regulations as it provides limited access to its prepaid calling platform internationally. We believe that we,
including our subsidiaries, are currently operating in compliance with all applicable laws and regulations, but there is no certainty
that laws and regulations affecting our business will not change. Any such change of laws and regulations applicable to our business
might adversely affect our ability to execute our business plan and achieve profitable operating results.

 At the federal level, Congress and federal regulatory
agencies have enacted and implemented new laws and regulations that affect the prepaid industry, such the CARD Act and FinCEN's
Prepaid Access Rule. Moreover, there are currently proposals before Congress that could further substantially change the way banks, including
prepaid card issuing banks and other financial services companies, are regulated and are permitted to offer their products to consumers.
Non-bank financial services companies, including money transmitters and prepaid access providers, are now regulated at the federal level
by the Consumer Financial Protection Bureau (the "CFPB"), which began operations in July 2011, bringing additional uncertainty
to the regulatory system and its impact on our business. We are increasingly facing more stringent anti-money laundering rules and regulations,
compliance with which may increase our costs of operation, decrease our operating revenues and disrupt our business. Sutton bank performs
routine AML, KYC, OFAC in consultation with Cuentas and IDology and other compliance review and searches throughout Cuentas' registration
and operational processes. Abuse of our prepaid products for purposes of financing sanctioned countries, terrorist funding, bribery or
corruption could cause reputational or other harm that could have a material adverse effect on our business, results of operations and
financial condition. Failure to comply with, or further expansion of, consumer protection regulations could have a material adverse effect
on our business, results of operations and financial condition. Failure by us to comply with federal banking regulation may subject us
to fines and penalties and our relationships with our issuing banks may be harmed.

 Most states regulate the business of sellers
of traveler's checks, money orders, drafts and other monetary instruments, which we refer to collectively as money transmitters.
While many states expressly exempt banks and their agents from regulation as money transmitters, others purport to regulate the money
transmittal businesses of bank agents or do not extend exemptions to non-branch bank agents. In those states where we are required to
be licensed, we are subject to direct supervision and regulation by the relevant state banking departments or similar agencies charged
with enforcement of the money transmitter statutes and must comply with various restrictions and requirements, such as those related
to the maintenance of certain levels of net worth, surety bonding, selection and oversight of our authorized delegates, permissible investments
in an amount equal to our outstanding payment obligations with respect to some of the products subject to licensure, recordkeeping and
reporting, and disclosures to consumers. We are also subject to periodic examinations by the relevant licensing authorities, which may
include reviews of our compliance practices, policies and procedures, financial position and related records, various agreements that
we have with our issuing banks, retail distribution partners and other third parties, privacy and data security policies and procedures,
and other matters related to our business. As a regulated entity, Cuentas may incur significant costs associated with regulatory compliance.
We anticipate that compliance costs and requirements will increase in the future for our regulated subsidiaries and that additional subsidiaries
will need to become subject to these or new regulations. If we fail to maintain our existing money transmitter licenses or permits, or
fail to obtain new licenses or permits in a timely manner, our business, results of operations and financial condition could be materially
and adversely affected.

 Marketing

 Cuentas expects to use a combination of internal
resources as well as third parties for our marketing efforts. The digital marketing placements will include social media, SEO (Search
Engine Optimization), internet, geo fencing, online streaming providers, influencers, and other digital providers. Traditional marketing
efforts to be evaluated include media such as radio, TV, print, billboards, bus wraps, bus benches, TV, radio, etc.

 Media spend is distributed amongst these marketing
vehicles and adjusted as acquisition data is received. Our initial program is designed to test creative, geo targeting and formats. Once
feedback is analyzed, spending will be optimized to enhance efficiency and cost of acquisition. Vertical market integration and partnerships
will also be developed to augment growth and stability.

 Marketing strategies for customer acquisition
have focused on key markets, targeted audiences, lifestyle fit, brand awareness, key metrics and go-to-market plans, especially where
Hispanic & Latino groups are concentrated, such as Southern California, Texas, New York, Florida, Arizona and New Mexico.

 Entry into a Joint-Venture Agreement with
WaveMAX Corporation ("WaveMax")

 On July 21, 2021, the Company and WaveMAX entered
into a Definitive Joint-Venture Agreement (the "Agreement"). Pursuant to the Agreement, the Company and WaveMax formed CuentasMax
LLC on Dec 8, 2021, a joint venture ("CUENTASMAX") which would install WiFi6 shared network ("WSN") systems
in up to 1,000 retail locations in the New York metropolitan tristate area using access points and small cells to provide users
with access to the WSN (the "JV Project"). The WSN will allow CUENTASMAX to generate location-based advertising configured
by advertisers using WaveMAX's advertising dashboard technology directly to users over the WSN, could permit users to pay a service
fee for ad-free access to the WSN. The ownership and management of CUENTASMAX shall be as follows: 50% to the Company, 25% to WaveMAX
and 25% to Consultoria y Asesoria de Redes, S.A. de C.V. ("Execon"). Execon currently manages approximately 20,000 WiFi endpoints
with WaveMax in Mexico. Each of the Company and WaveMAX agreed to fund $120,000 (for a total of $240,000) initially upon execution of
the Agreement. In addition, each of the Company and WaveMAX has agreed to fund an additional $127,500 over the succeeding five months,
in each case, subject to approval of each party's board of directors. The expenses of the JV Project shall include acquiring the
Access Points hardware, the installation and configuration of the Access Points hardware for use with the broadband internet service
at each Retail Location, entering into the necessary agreements with the Retail Locations, instore marketing and promotion of the WSN
program, and expenses relating to commercialization of the digital advertising program. The Board of Directors of CUENTASMAX shall initially
be comprised of four persons, two designated by the Company, one designated by WaveMAX, and one designated by Execon. The officers of
CUENTASMAX shall be the persons from time to time designated by mutual agreement of the Company and WaveMAX, with the initial officers
to be determined. It is hoped that up to 1,000 high traffic, prime location convenience stores and "bodegas" (small community
markets) will be signed up in conjunction with the Company's distribution network that sells prepaid debit card, e-store, e-wallet
and digital services. A fee of 2% (two percent) of the net revenue of CUENTASMAX will be paid by CUENTASMAX on a monthly basis as a commission
to Innovateur Management SAPI de CV. WaveMAX grants CUENTASMAX exclusive rights to use and deploy the WaveMAX Technology, including any
and all patents owned or to be owned by WaveMAX and any and all related enhancements or applications of the WaveMAX Technology and any
and all prior and subsequent improvements and/or new technology developed by WaveMAX solely in the Company's BODEGAS network throughout
the United States. The parties have agreed to expand CUENTASMAX to other areas of the U.S. once the current deployment is in progress
or has been completed. As of date, CuentasMax has installed 30 WiFi6 Access Points in New York City, Los Angeles, and Puerto Rico at
different small businesses including Bodegas, restaurants, beauty salons and gas stations. CuentasMax also has pilot project agreements
with the Bodega Association and Business Group in NYC, Benelisha Group in LA, and Top Gasoline Inc in Puerto Rico. As of December 31,
2023, the Company funded $20,000 in CUENTASMAX and recorded equity losses in the amount of $38,000. The company has not registered any
revenue to date.

 Cuentas is evaluating the synergy between CuentasMAX
and World Mobile's platform for potential integration and further development or enhancement of platforms.

 Competition

 Cuentas Mobile will face prepaid competitors
including, without limitation, AT&T, Sprint, Viber, WhatsApp, Skype, MetroPCS, TracFone, Telcel, StraightTalk, Simple Mobile, Virgin
Mobile, Boost, Net 10, IDT, and Boost. Cuentas Mobile plans to implement e-SIMS which will reduce the need for physical mobile phone
SIMs that need to be shipped to consumers who want Cuentas Mobile service. There can be no assurance that the introduction of e-SIMS
will be successful and generate significant revenue.

 Investments in Real Estate Developments in
Florida

 Lakewood Village

 On March 7, 2023 the Company acquired a six percent
(6%) equity interest in Lakewood Village from Core Development Holdings Corporation ("Core"), pursuant to a Membership Interest
Purchase Agreement ("MIPA"), in exchange for 295,282 shares of Common Stock, representing approximately19.99% of the then
outstanding shares of Common Stock. Core holds approximately 29.3% of 4280 Lakewood Road Manager, LLC ("Lakewood Manager"),
which in turn owns 86.45% of the membership interests in 4280 Lakewood Road, LLC ("4280 Project"), an affordable multi-family
real estate project located in Lake Worth, Florida. As a result of the transaction, the Company acquired $700,000 of equity in the Lakewood
Manager. Lakewood Manager, an affiliate of RENCo USA, Inc. ("Renco"), is constructing the 4280 Lakewood Project with RENCO
Structural Building System, a proprietary composite structural system distributed by Renco. Lakewood Village is the first sustainable
rental housing project developed in the US using a patented MCFR Mineral Composite Fiber Reinforced Construction Technology that has
been approved for hurricane-prone areas as such in Florida. The Lakewood Village project is an affordable multi-family real estate development
located in Lake Worth, Palm Beach County, Florida, consisting of 96 apartments that have two and three bedrooms.

 Core claimed significant financial and other
damages because the Company's Shares were never released and delivered to Core even though Core fulfilled all of its obligations
pursuant to the MIPA.

 In June 2025, the Company's management
initiated negotiations of a settlement agreement with Core, pursuant to which the Company agrees to transfer and assign all rights of
its membership units of 4280 Lakewood Road Manager, LLC to Core and in return, Core shall transfer and assign any and all rights of the
Company's Shares held in escrow, back to the Company.

 Subsequently, the Company recognized an impairment
loss in the amount of $700 on its equity investment in 4280 Lakewood Road Manager, LLC., as of June 30, 2024. The company is no longer
involved in any real estate transactions.

 Supply Agreement with Renco USA

 In March 2023, the Company entered a 10 year
supply agreement with Renco to provide Renco's patented building materials for new, sustainable rental housing projects. Renco's
patented MCFR (Mineral Composite Fiber Reinforced) Construction System provides cost efficiency, reduced build time, and sustainable
benefits. Renco's system is hurricane proof up to Category 5, which is a major benefit for developing housing projects in the South
Florida market and other hurricane prone areas where we are planning to develop projects. Renco's system is also earthquake resistant.
Renco has the exclusive rights in the USA to the patented building process. The Renco Wall, Floor and Roofing System is a unique MCFR
Building System that creates interlocking, fiber reinforced, composite building blocks and other construction related products that can
be connected in an almost limitless variety of designs. Renco's system can be used to create homes, apartment buildings, hotels,
office buildings, warehouses, infrastructure products and more. To date, the Company has not received any revenue from this supply agreement.

 Operating Agreement with Brooksville Development
Partners, LLC

 On April 13, 2023, Cuentas entered into an Operating
Agreement for Brooksville Development Partners, LLC ("BDP"), a limited liability company formed for the purpose of acquiring
land for the development of a residential apartment community consisting of approximately 360 apartments in Brooksville, Florida. Cuentas
has a 63.9% equity interest in BDP and two others own the remaining 36.1% equity interest in BDP. All real and personal property owned
by BDP will be owned by BDP as an entity. One of the other members is the manager of the project.

 On April 28, 2023, BDP acquired a 21.8 acre site
for development of the Brooksville project for a purchase price of $5.05 million. The Company deposited as an initial capital contribution
$2,000,000 into a title insurance escrow account which was released from escrow by the Title Agent to fund the balance of the purchase
price of the vacant land, together with a $3.05 million bank loan from Republic Bank of Chicago, which was amended and restated on January
27, 2024 for $3.055 million. BDP and ALF Trust u/a/d 09/28/2023 executed a $500,000 Loan Extension Agreement to ensure the promissory
note necessary to fund the interest reserve and fees relating to the Loan Extension Agreement and the working capital needs of BDP. Cuentas
contributed an additional $64,000 for further development of the Brooksville project on June 29, 2023 and has paid almost $65,000 for
engineering expenses. BDP owns the vacant land (the "Brookville Property"), free and clear of any liens, claims and encumbrances
with the sole exception being the Republic Bank loan.

 On May 27, 2025, Cuentas sold its 63.9% equity
interest in the Brooksville Property for $800,000 to Brooksville FL Partners, LLC (the "Buyer"), an existing minority member
of BDP. The funds were distributed by a mutually agreed escrow agent, and Cuentas settled debts with 4 major creditors. The remaining
funds were used for operating expenses. With these funds, the Company was able to settle debts totaling approx. $1.132M with 4 major
creditors for final actual cost of $666,356

 Corporate Information

 Cuentas was incorporated in
the state of Florida on September 21, 2005. Our principal executive offices are located at 235 Lincoln Rd., Suite 210, Miami Beach, Florida
33139, and our telephone number is 305-537-6832. Our corporate website address is www.cuentas.com. The information contained on or accessible
through our website is not a part of this report, and the inclusion of our website address in this report is an inactive textual reference
only.

 Nasdaq Delisting

 At the opening of business on December 20, 2023,
trading in the Common Stock and publicly-traded warrants was suspended and subsequently the Common Stock and publicly-traded warrants
were delisted from Nasdaq for the Company's failure to comply with Nasdaq Marketplace Rule 5550(b)(1) which requires the Company
to maintain shareholders' equity of not less than $2,500,000 for continued listing on The Nasdaq Capital Market.

 The Company's Common Stock and publicly-traded
warrants began trading on the Pink Current Information tier of the over-the-counter market operated by OTC Markets Group effective with
the open of business on December 20, 2023, under its trading symbol: CUEN and CUENW, respectively. Currently CUEN and CUENW are listed
as "Expert Market OTC" which means the shares are only available to trade via private transactions, not on the public market.
On July 2, 2025, Cuentas filed its 2024-Q2 and 2024-Q3 10Q reports as the first steps to hopefully regain compliant status and be qualified
to trade on open markets.

 Employees

 As of March 31, 2025, our management team consisted
of the Chief Executive Officer, President, and Chief Financial Officer. We have an additional three full-time employees: our Compliance
Officer, IT Director, and Executive Assistant. For more information relating to the employment agreements, please see the section below
entitled Item 11. "Executive Compensation."

 ITEM 1A. RISK FACTORS

 Investing in our
securities involves a high degree of risk. Before deciding whether to invest in our securities, you should carefully consider the risks
described below together with all of the other information in this report, including our financial statements, the notes thereto and
the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations." If any
of the described risks occur, our business, financial condition or results of operations could be materially harmed. In such case, the
value of our securities could decline and you may lose all or part of your investment. Additional risks and uncertainties not presently
known to us or that we currently consider immaterial may also adversely affect us. There also may be other unknown or unpredictable economic,
business, competitive, regulatory or other factors that could have material adverse effects on our future results.

 Risks Related to Our Financial Position and
Need for Additional Capital

 We will require additional funding to progress
our business. Such financing may only be available on disadvantageous terms, or may not be available at all. Any new equity financing
could have a substantial dilutive effect on our existing stockholders.

 At December 31, 2024, we had cash and cash equivalents of approximately
$15,000, a working capital deficit of approximately $3,170,000 and an accumulated deficit of approximately $58,255,000. Our cash position
may decline in the future, and we may not be successful in maintaining an adequate level of cash resources. Accordingly, we will
be required to seek additional debt or equity financing in order to support our growing operations. We may not be able to obtain additional
financing on satisfactory terms, or at all, and any new equity financing could have a substantial dilutive effect on our existing stockholders.
If we cannot obtain additional financing, we will not be able to achieve the sales growth that we need to cover our costs, and our results
of operations would be negatively affected.

 As a result of our current lack of financial
liquidity, there is substantial doubt regarding our ability to continue as a "going concern," within one year from the issuance
date of our financial statements.

 As a result of our current lack of financial
liquidity, our auditors' report for our 2024 consolidated financial statements contains a statement concerning substantial doubt
regarding our ability to continue as a going concern. Our lack of sufficient liquidity could make it more difficult for us to secure
additional financing or enter into strategic relationships on terms acceptable to us, if at all, and may materially and adversely affect
the terms of any financing that we may obtain and our public stock price generally.

 Our continuation as a going concern is dependent
upon, among other things, achieving positive cash flow from operations and, if necessary, augmenting such cash flow using external resources
to satisfy our cash needs. However, we may be unable to achieve these goals and therefore may be unable to continue as a going concern.

 Our ability to continue
as a going concern is dependent upon raising capital from financing transactions and revenue from operations. Management anticipates
their business will require substantial additional investments that have not yet been secured. Management is continuing in the process
of fund raising in the private equity and capital markets as we will need to finance future activities.

 No assurance can be
given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to us.
Even if we are able to obtain additional financing, if needed, it may contain undue restrictions on our operations, in the case of debt
financing, or cause substantial dilution for our stockholders, in the case of equity financing.

 This going concern opinion
could materially limit our ability to raise additional funds through the issuance of new debt or equity securities and future reports
on our financial statements may also include an explanatory paragraph with respect to our ability to continue as a going concern.

 Risks Related to
Our Company

 We have a limited operating history and
therefore we cannot ensure, either in the near- or long-term, that we will be able to generate cash flow or profit.

 We have a limited operating history upon which
you may evaluate our business and an investment in our Common Stock may entail significantly more risk than the shares of common stock
of a company with a substantial operating history. Our ability to successfully develop our products, and to realize consistent, meaningful
revenues and profit has not been established and cannot be assured. For us to achieve success, our products must receive broader market
acceptance by consumers. Without this market acceptance, we will not be able to generate sufficient revenue to continue our business
operation. If our products are not widely accepted by the market, our business may fail.

 Our ability to achieve and maintain profitability
and positive cash flow is dependent upon our ability to generate revenues, manage development costs and expenses, and compete successfully
with our direct and indirect competitors.

 Our business operations are subject to numerous
risks, uncertainties, expenses and difficulties associated with early stage enterprises. You should consider an investment in our company
in light of these risks, uncertainties, expenses and difficulties. Such risks include: the absence of a lengthy operating history; insufficient
capital to fully realize our operating plan; our ability to anticipate and adapt to a developing market; a competitive environment characterized
by well-capitalized competitors; our ability to identify, attract and retain qualified personnel; our reliance on key management personnel.

 Because we are subject to these risks, evaluating
our business may be difficult. We may be unable to successfully overcome these risks, which could harm our business and prospects. Our
business strategy may be unsuccessful and we may be unable to address the risks we face in a cost-effective manner, if at all. If we
are unable to successfully address these risks, there may be an adverse effect on our business, results of operations, financial condition
and cash flows.

 We have incurred substantial losses from
operations to date and we may never achieve profitability from operations or generate sufficient cash flows to make or sustain distributions
to our shareholders.

 We have incurred substantial losses from operations
to date and may never achieve profitability from operations. Even if we do achieve profitability, we cannot assure you that we will be
able to sustain or increase profitability on a quarterly or annual basis in the future. There can be no assurance that future operations
will be profitable or that we will be able to make or sustain distributions to our shareholders from cash from operations. Revenues and
profits, if any, will depend upon various factors, including whether we will be able to successfully implement our business plan and
operating strategy. We may not achieve our business objectives and the failure to achieve such goals would have an adverse impact on
us. In addition, an inability to achieve profitability could have a detrimental effect on the market value of our Common Stock.

 We may not be able to secure sufficient
capital to effectively execute our business plan.

 We may not be able to attract and obtain sufficient
capital from the equity and debt markets, or any other capital markets, to execute our business plan and grow our business. If we do
not have access to sufficient funding in the future, we may not be able to make necessary capital expenditures necessary to execute our
business plan, and in that event our ability to generate revenue may be significantly impaired.

 We have identified
material weaknesses in our disclosure controls and procedures and internal control over financial reporting.

 Update for 2024
year end Maintaining effective internal control over financial reporting and
effective disclosure controls and procedures are necessary for us to produce reliable financial statements. As discussed in Item 9A –
"Controls and Procedures" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and in our quarterly
report for the period ended September 30, 2024 we have evaluated our internal control over financial reporting and our disclosure controls
and procedures and concluded that they were not effective as of December 31, 2024 or September 30, 2024. A material weakness is defined
as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility
that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material
weaknesses we identified are:

 Lack of appropriate segregation
 of duties;

 Lack of information technology
 ("IT") controls over revenue;

 Lack of adequate review
 of internal controls to ascertain effectiveness; and

 Lack of control procedures
 that include multiple levels of supervision and review.

 The Company is committed
to remediating its material weaknesses as promptly as possible. Implementation of the Company's remediation plans has commenced
and is being overseen by the board. However, there can be no assurance as to when these material weaknesses will be remediated or that
additional material weaknesses will not arise in the future. Even effective internal control can provide only reasonable assurance with
respect to the preparation and fair presentation of financial statements. Any failure to remediate the material weaknesses, or the development
of new material weaknesses in our internal control over financial reporting, could result in material misstatements in our financial
statements, which in turn could have a material adverse effect on our financial condition and the trading price of our Common Stock and
we could fail to meet our financial reporting obligations. We have identified weaknesses in our internal controls, and we cannot provide
assurances that these weaknesses will be effectively remediated or that additional material weaknesses will not occur in the future.

 If not remediated, our
failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result
in material misstatements in our financial statements and a failure to meet our reporting and financial obligations, each of which could
have a material adverse effect on our financial condition and the trading price of our Common Stock.

 We are involved in various litigation matters
that are expensive and time consuming, and, if resolved adversely, could harm our business, financial condition, or results of operations.

 Any litigation to which we are a party may result
in an onerous or unfavorable judgment that may not be reversed upon appeal, or we may decide to settle lawsuits on similarly unfavorable
terms. Any such negative outcome could result in payments of substantial monetary damages or fines, or changes to our products or business
practices, and accordingly our business, financial condition, or results of operations could be materially and adversely affected. See
Item 3. "Legal Proceedings" for a description of certain litigation involving the Company.

 Although the results of lawsuits and claims cannot
be predicted with certainty, we do not believe that the final outcome of those matters that we currently face will have a material adverse
effect on our business, financial condition, or results of operations. However, defending these claims is costly and can impose a significant
burden on management and employees, and we may receive unfavorable preliminary or interim rulings in the course of litigation, which
could adversely affect the market price of our securities. There can be no assurances that a favorable final outcome will be obtained
in all cases.

 Operating our business on a larger scale
could result in substantial increases in our expenses.

 As our business grows in size and complexity,
we can provide no assurance that we can successfully enter new markets or grow our business without incurring significant additional
expenses, that our management platform will ultimately prove to be scalable, and/or that we will be able to achieve economies of scale
or we will be able to operate our business on a larger scale than the scale on which we have historically operated.

 Security breaches and other disruptions
could compromise our information and expose us to liability, which would cause our business and reputation to suffer.

 In the ordinary course of our business we use
sophisticated call processing engines and other sophisticated telecommunications technology platforms, and we acquire and store sensitive
data, including intellectual property, our proprietary business information and personally identifiable information of our prospective
and current tenants, our employees and third-party service providers on our networks and website. The secure processing and maintenance
of this information is critical to our operations and business strategy. Despite our security measures, our information technology and
infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such
breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such
access, disclosure or other loss of information could result in revenue losses, legal claims or proceedings, liability under laws that
protect the privacy of personal information, regulatory penalties, disruption to our operations and the services we provide to customers
or damage our reputation, which could adversely affect our results of operations and competitive position.

 We are dependent on our executive officers
and dedicated personnel, and the departure of any of our key personnel could materially and adversely affect us.

 We rely on a small number of persons to carry
out our business and investment strategies. An Executive Search Committee has been established to evaluate and propose qualified executive
candidates for approval by the Board of Directors. Any member of our senior management may cease to provide services to us at any time.
The loss of the services of any of our key management personnel, or our inability to recruit and retain qualified personnel in the future,
could have an adverse effect on our business and financial results. As we expand, we will continue to need to attract and retain qualified
additional senior management but may not be able to do so on acceptable terms or at all. Cuentas does not yet have but intends to have
key man life insurance policies in place.

 We are subject to regulation which may
adversely affect our ability to execute our business plan.

 We operate in an ever-evolving and complex legal
and regulatory environment. We, the products and services that we offer and market, and those for which we provide processing services,
are subject to a variety of federal, state and foreign laws and regulations, including, but not limited to: federal communications laws
and regulations; foreign jurisdiction communications laws and regulations; federal anti-money laundering laws and regulations, including
the USA PATRIOT Act (the "Patriot Act"), the Bank Secrecy Act (the "BSA"), anti-terrorist financing laws and
anti-bribery and corrupt practice laws and regulations in the U.S., and similar international laws and regulations, including the Proceeds
of Crime (Money Laundering) and Terrorist Financing Act in Canada; state unclaimed property laws and money transmitter or similar licensing
requirements; federal and state consumer protection laws, including the Credit Card Accountability, Responsibility and Disclosure Act
of 2009 (the "CARD Act"), and the Durbin Amendment to Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the
"Dodd-Frank Act"), and regulations relating to privacy and data security; and foreign jurisdiction payment services industry
regulations. We believe that we are currently operating in compliance with all applicable laws and regulations, but there is no certainty
that laws and regulations affecting our business will not change. Any such change of laws and regulations applicable to our business
might adversely affect our ability to execute our business plan and achieve profitable operating results.

 We are subject to Anti-Money Laundering
Regulation.

 We are subject to a comprehensive federal anti-money
laundering regulatory regime that is constantly evolving. The anti-money laundering regulations to which we are subject include the BSA,
as amended by the Patriot Act, which criminalizes the financing of terrorism and enhances existing BSA regimes through: (a) expanding
AML program requirements to certain delineated financial institutions; (b) strengthening customer identification procedures; (c) prohibiting
financial institutions from engaging in business with foreign shell banks; (d) requiring financial institutions to have due diligence
procedures and, where appropriate, enhanced due diligence procedures for foreign correspondent and private banking accounts; and (e)
improving information sharing between financial institutions and the U.S. government. Pursuant to the BSA, we have instituted a Customer
Identification Program, (CIP). The CIP is incorporated into our BSA/anti-money laundering compliance program. We are increasingly facing
more stringent anti-money laundering rules and regulations, compliance with which may increase our costs of operation, decrease our operating
revenues and disrupt our business" for additional information. Cuentas is or may become subject to reporting and recordkeeping
requirements related to anti-money laundering compliance obligations arising under the Patriot Act and its implementing regulations.
In addition, provisions of the BSA enacted by the Prepaid Access Rule issued by the Financial Crimes Enforcement Network ("FinCEN"),
impose certain obligations, such as registration and collection of consumer information, on "providers" of certain prepaid
access programs, including the prepaid products issued by Cuentas and our issuing banks for which we serve as program manager. In order
to qualify for certain exclusions under the Prepaid Access Rule, some of our content providers were required to modify operational elements
of their products, such as limiting the amount that can be loaded onto a card in any one day. In addition, pursuant to the Prepaid Access
Rule, Cuentas and some of our retail distribution partners have adopted policies and procedures to prevent the sale of more than $10,000
in prepaid access (including closed loop and open loop products that fall under the monetary thresholds outlined above) to any one person
during any one day.

 We are subject to Consumer Protection Regulation.

 We are subject to various federal, state and
foreign consumer protection laws, including those related to unfair and deceptive trade practices as well as privacy and data security.
Failure to comply with, or further expansion of, consumer protection regulations could have a material adverse effect on our business,
results of operations and financial condition. A data security breach could expose us to liability and protracted and costly litigation,
and could adversely affect our reputation and operating revenues.

 We are subject to Federal Regulation.

 At the federal level, Congress and federal regulatory
agencies have enacted and implemented new laws and regulations that affect the prepaid industry, such the CARD Act and FinCEN's
Prepaid Access Rule. Moreover, there are currently proposals before Congress that could further substantially change the way banks, including
prepaid card issuing banks and other financial services companies, are regulated and are permitted to offer their products to consumers.
Non-bank financial services companies, including money transmitters and prepaid access providers, are now regulated at the federal level
by the Consumer Financial Protection Bureau (the "CFPB"), which began operations in July 2011, bringing additional uncertainty
to the regulatory system and its impact on our business. We are increasingly facing more stringent anti-money laundering rules and regulations,
compliance with which may increase our costs of operation, decrease our operating revenues and disrupt our business. Abuse of our prepaid
products for purposes of financing sanctioned countries, terrorist funding, bribery or corruption could cause reputational or other harm
that could have a material adverse effect on our business, results of operations and financial condition. Failure to comply with, or
further expansion of, consumer protection regulations could have a material adverse effect on our business, results of operations and
financial condition. Failure by us to comply with federal banking regulation may subject us to fines and penalties and our relationships
with our issuing banks may be harmed.

 We are subject to Money Transmitter Licenses
or Permits.

 Most states regulate the business of sellers
of traveler's checks, money orders, drafts and other monetary instruments, which we refer to collectively as money transmitters.
While many states expressly exempt banks and their agents from regulation as money transmitters, others purport to regulate the money
transmittal businesses of bank agents or do not extend exemptions to non-branch bank agents. In those states where we are required to
be licensed, we are subject to direct supervision and regulation by the relevant state banking departments or similar agencies charged
with enforcement of the money transmitter statutes and must comply with various restrictions and requirements, such as those related
to the maintenance of certain levels of net worth, surety bonding, selection and oversight of our authorized delegates, permissible investments
in an amount equal to our outstanding payment obligations with respect to some of the products subject to licensure, recordkeeping and
reporting, and disclosures to consumers. We are also subject to periodic examinations by the relevant licensing authorities, which may
include reviews of our compliance practices, policies and procedures, financial position and related records, various agreements that
we have with our issuing banks, retail distribution partners and other third parties, privacy and data security policies and procedures,
and other matters related to our business. As a regulated entity, Cuentas may incur significant costs associated with regulatory compliance.
We anticipate that compliance costs and requirements will increase in the future for our regulated subsidiaries and that additional subsidiaries
will need to become subject to these or new regulations. If we fail to maintain our existing money transmitter licenses or permits, or
fail to obtain new licenses or permits in a timely manner, our business, results of operations and financial condition could be materially
and adversely affected.

 We are subject to Privacy Regulation.

 In the ordinary course of our business, we collect
and store or may collect and store personally identifiable information about customers, holders of our cards, subscribers, and users.
This information may include names, addresses, email addresses, social security numbers, driver's license numbers and account numbers.
We also maintain or may maintain a database of cardholder data for our proprietary cards relating to specific transactions, including
account numbers, in order to process transactions and prevent fraud. These activities subject us to certain privacy and information security
laws, regulations and rules in the United States, including, for example, the privacy provisions of the Gramm-Leach-Bliley Act and its
implementing regulations, various other federal and state privacy and information security statutes and regulations, and the Payment
Card Industry Data Security Standard. These federal and state laws, as well as our agreements with our issuing banks, contain restrictions
relating to the collection, processing, storage, disposal, use and disclosure of personal information, and require that we have in place
policies regarding information privacy and security. We have in effect a privacy policy relating to personal information provided to
us in connection with requests for information or services, and we continue to work with our issuing banks and other third parties to
update policies and programs and adapt our business practices in order to comply with applicable privacy laws and regulations. Certain
state laws also require us to notify affected individuals of certain kinds of security breaches of computer databases that contain their
personal information. These laws may also require us to notify state law enforcement, regulators or consumer reporting agencies in the
event of a data breach. Failure to comply with, or further expansion of, consumer protection regulations could have a material adverse
effect on our business, results of operations and financial condition. A data security breach could expose us to liability and protracted
and costly litigation, and could adversely affect our reputation and operating revenues.

 We were subject to Card Association and
Network Organization Rules.

 In addition to the federal, state, local, and
foreign jurisdiction laws and regulations discussed above, we, Cuentas and our issuing banks, were also subject to card association and
debit network rules and standards. The operating rules govern a variety of areas, including how consumers and merchants may use their
cards and data security. Each card association and network organization audits us from time to time to ensure our compliance with these
standards. Noncompliance with these rules or standards due to our acts or omissions or the acts or omissions of businesses that work
with us could result in fines and penalties or the termination of the card association registrations held by us or any of our issuing
banks. Changes in card association rules or standards set by Visa or Vanilla Reload, or changes in card association and debit network
fees or products or interchange rates, could materially and adversely affect our business, financial condition and results of operations.

 Our success depends, in part, upon our
ability to hire and retain highly skilled managerial, and operational personnel, and the past performance of our senior management may
not be indicative of future results.

 The implementation of our business plan may require
that we employ additional qualified personnel. Competition for highly skilled managerial, telecommunications, financial and operational
personnel is intense, and we cannot assure our stockholders that we will be successful in attracting and retaining such skilled personnel.
If we are unable to hire and retain qualified personnel as required, our growth and operating results could be adversely affected.

 The Company and its subsidiaries have well-financed,
well-managed competitors and may not be able to adequately compete in its market.

 Most of our competitors are larger and have greater
financial, technical, marketing, and other resources than we do. Some of our competitors have seasoned management teams with more experience
and expertise in our industry than we do. Some competitors may enjoy significant competitive advantages that result from, among other
things, having substantially more available capital, having a lower cost of capital, having greater economies of scale, and having enhanced
operating efficiencies compared to ours.

 Cuentas Mobile and World Mobile face prepaid
competitors including AT&T, Sprint, Viber, WhatsApp, Skype, MetroPCS, TracFone, Telcel, StraightTalk, Simple Mobile, Virgin Mobile,
Boost, Net 10, IDT and Boost.

 Cuentas Mobile will be dependent on the
performance of third-party network operators.

 MVNO operators, including Cuentas Mobile and
World Mobile, earn revenues by purchasing network capacity from other network operators and reselling it to end users. Cuentas Mobile
services operate on the largest 5G nationwide network from one of the top 3 mobile carriers and is dependent on the performance of its
underlying provider and its network.

 To compete effectively, Cuentas needs to
improve its offerings continuously.

 Cuentas plans to begin operations shortly and
expects to be substantially smaller than its competitors. As a result, to compete effectively, Cuentas needs to improve its offerings
rapidly and continuously.

 Cuentas Mobile or World Mobile may be unable
to attract and retain users.

 Cuentas has an operating history in the
Mobile Phone business of almost three years. If Cuentas Mobile or World Mobile cannot increase the number of subscribers using its Cuentas
Mobile and World Mobile cellular service this will significantly adversely affect Cuentas' operating results, revenues, financial
condition, and ability to remain in business.

 Cuentas may be adversely affected by fraudulent
activity.

 Criminals, including, without limitation, cyber-organized
criminal syndicates, and others, use increasingly sophisticated methods to engage in illegal activities involving prepaid cards, reload
products, and customer information. Cuentas relies on third parties for certain transaction processing services, which subjects Cuentas
and its customers to risks related to the vulnerabilities of these third parties, as well as Cuentas' own vulnerabilities to criminals
engaged in fraudulent activities. Fraudulent activity could result in the imposition of regulatory sanctions, including significant monetary
fines, which could adversely affect Cuentas' business, operating results, and financial condition.

 Risks
 Related to an Investment in Our Securities

 The market price of our Common Stock and
Warrants may be highly volatile, and you could lose all or part of your investment.

 The trading price of our Common Stock and Warrants
is likely to be volatile. This volatility may prevent you from being able to sell your securities at or above the price you paid for
your securities. Our stock price could be subject to wide fluctuations in response to a variety of factors, which include:

 whether we achieve our
 anticipated corporate objectives;

 actual or anticipated fluctuations
 in our quarterly or annual operating results;

 changes in financial or
 operational estimates or projections;

 changes in the economic
 performance or market valuations of companies similar to ours; and

 general economic or political
 conditions in the United States or elsewhere.

 Cuentas' current status as being out of
compliance with SEC filings is expected to be resolved shortly, bringing Cuentas back into compliance regarding its SEC filings. In addition,
the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate
to the operating performance of these companies. Broad market and industry factors may negatively affect the market price of our Common
Stock, regardless of our actual operating performance.

 Convertible debt and dilution.

 The Company's 2025 convertible notes could result in the issuance
of additional shares of common stock upon conversion, which may be dilutive to existing stockholders.

 Liens on Fintech assets; potential asset transfer.

 The secured notes issued to Michael De Prado are collateralized by
the Company's Fintech (non-MVNO) assets. If the Company defaults or if the holder elects the non-cash option at maturity of the
second note, the Company could be required to transfer all such Fintech assets.

 Governance rights granted to an investor.

 While in effect, the director designation right and protective approval
rights granted to World Mobile Group Ltd. may constrain certain corporate actions or require additional approvals.

 Our shares are subject to the penny stock
rules, which make it more difficult to trade our shares.

 The SEC has adopted rules that regulate broker-dealer
practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00,
other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation
systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange
or system. As long as the price of our Common Stock is less than $5.00, our Common Stock will be deemed a penny stock. The penny stock
rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized
risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction
in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock
is a suitable investment for the purchaser and receive (i) the purchaser's written acknowledgment of the receipt of a risk disclosure
statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability
statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our Common
Stock, and therefore shareholders may have difficulty selling their shares.

 If we do not remain current in our SEC reporting obligations,
our ability to raise capital and the liquidity of our common stock could be materially harmed.

 Our business plan assumes that we will continue to access the capital
markets from time to time, which in turn depends on us being current in our filings with the SEC. If we experience delays in filing our
periodic reports, receive a going concern qualification, or otherwise fail to remain current, investors and lenders may be unwilling to
provide additional financing, broker-dealers may be less willing to make a market in our securities, and existing and potential investors
may view our securities as higher risk. Any such result could limit our ability to raise needed capital, increase our cost of capital,
and reduce the trading volume and market price of our common stock.

 Failure to remain current in our SEC filings could result in
restrictions or interruptions in the trading of our common stock.

 If we are not current in our SEC reports, the exchange or quotation
system on which our common stock is listed or quoted could take action against us, including warnings, changes in our market tier, or
removal of our securities from trading. In addition, the SEC has authority to suspend trading in a company's securities, and broker-dealers
may be unwilling or unable to publish quotations in our stock if our public information is not current. Any suspension, delisting or limitation
on trading of our common stock would severely reduce or eliminate the public market for our shares, make it more difficult for stockholders
to sell their shares, and make it more difficult and costly for us to raise additional capital.

 We do not expect to pay dividends for the
foreseeable future.

 We do not expect to pay dividends on our Common
Stock for the foreseeable future. Accordingly, any potential investor who anticipates the need for current dividends should not purchase
our securities.

 Item 1C. Cybersecurity

 Cybersecurity Risk Management and Strategy

 Our Board and management recognize the critical
importance of maintaining the trust and confidence of our customers, clients, business partners and employees.

 In general, we seek to address cybersecurity
risks through a comprehensive, cross-functional approach that is focused on preserving the confidentiality, security and availability
of the information that we collect and store by identifying, preventing and mitigating cybersecurity threats and effectively responding
to cybersecurity incidents when they occur.

 Our cybersecurity risk management efforts include:

 risk assessments designed
 to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise
 IT environment;

 a security team principally
 responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity
 incidents; and

 a cybersecurity incident
 response plan that includes procedures for responding to cybersecurity incidents.

 Cybersecurity Governance

 Our board of directors considers cybersecurity
risk as part of its risk oversight function. The board of directors oversees management's implementation of our cybersecurity risk
management program.

 Our management team, including our CEO, is responsible
for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity
risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants.

 Our management team supervises efforts to prevent,
detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security
personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants
 engaged by us; and alerts and reports produced by security tools deployed in the IT environment.

 To date, we have not experienced any cybersecurity
incidents that materially affected our business strategy, results of operations or financial condition.

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM 2. PROPERTIES

 We currently lease office space at 235 Lincoln
Rd., Miami Beach, FL 33139 as our principal offices. We believe these facilities are in good condition and are sufficient for our current
use but may need to expand our leased space as our business efforts increase.

 ITEM 3. LEGAL PROCEEDINGS

 From time to time, we may become involved in
various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties,
and an adverse result in these or other matters may arise from time to time that may harm our business.

 On May 1, 2019, the Company received a notice of demand for arbitration
from Secure IP Telecom, Inc. ("Secure IP), who allegedly had a Reciprocal Carrier Services Agreement ("RCS") exclusively
with Limecom and not with the Company. The arbitration demand originated from another demand for arbitration that Secure IP received from
VoIP Capital International ("VoIP") in March 2019, demanding $1,053 in damages allegedly caused by unpaid receivables that
Limecom assigned to VoIP based on the RCS. On or about October 5, 2020, the trial court appointed a receiver over Limecom, Inc. ("Limecom")
in the matter of Spectrum Intelligence Communications Agency, LLC. v. Limecom, Inc., case no. 2018-027150-CA-01 pending in the 11th Circuit
for Miami-Dade County, Florida. On June 5, 2020, Secure IP Telecom, Inc. ("Secure IP") filed a complaint against Limecom,
Heritage Ventures Limited ("Heritage"), an unrelated third party and owner of Limecom, and the Company, case no. 20-11972-CA-01.
Secure IP alleges that the Company received certain transfers from Limecom during the period that the Company wholly owned Limecom that
may be an avoidable under Florida Statute § 725.105. On July 13, 2021, the two cases were consolidated, and are now pending before
the same trial court under the former case number. The Company has answered and denied any liability with respect to both complaints.
To the extent the Company has exposure for any transfers from Limecom, Heritage has indemnified the Company for any such liability and
the Company has a pending cross-claim against Heritage for purposes of enforcing the indemnification obligation. A review of the books
and records of the Company reflect aggregate transfers from Limecom to the Company or its affiliates of less than $600,000. The Company's
books and records reflect that the Company fully reimbursed Limecom through direct payment of expenses of Limecom and through issuance
of shares by the Company to employees or other vendors on behalf of Limecom for settlement and release of claims the employees or vendors
may have asserted against Limecom. The books and records of the Company therefore do not reflect an identifiable avoidable transfer, but
this analysis may change as the discovery process continues. At this time, based upon an analysis of the Company's books and records,
the loss contingency is not capable of reasonable estimation under the above circumstances, and the likelihood of an adverse judgment
is not probable at this time. An adverse judgment in this matter is reasonably possible and based upon an analysis of litigation costs
and likelihood of a settlement. As of December 31, 2024, the company accrued $300,000 due to this matter. On July 24, 2024, the court
entered a Final Judgment in Garnishment after a non-jury trial in favor of Spectrum and against Cuentas, Inc. in the amount of $513,872.80
(the "Garnishment Judgment"), and the Company believes that it will be able to settle this matter for $300,000, which has
been set aside.

 On October 4, 2022, Crosshair Media Placement,
LLC, a Kentucky based marketing company, filed and served a complaint on Cuentas for breach of contract alleging breach of contract damages
of $629,807.74, which case remains pending in the United States District Court for the Western District of Kentucky, case no. 3:22-CV-512-CHB.
On May 9, 2023, the Company and the plaintiff attended a court settlement conference before the federal magistrate judge presiding over
the matter. On May 13, 2025, the Company's President and Chief Executive Officer executed a joint personal guaranty in favor of
Crosshair Media Placement, LLC, securing the full payment of amounts owed by the Company pursuant to a judgment in the amount of $453,856.68,
plus accrued interest and attorney's fees. Pursuant to an agreement with Crosshair Media Placement, LLC's legal counsel,
the parties agreed to a full and final settlement in the amount of $465,856.68, inclusive of interest and legal fees. Payment was remitted
on May 27, 2025, by the escrow agent in connection with the closing of the Membership Interest Purchase Agreement.

 On February 8, 2023, a former employee of the
Company filed a complaint for breach of employment agreement alleging the Company failed to pay her certain compensation she alleges
she was entitled to upon her resignation. On May 22, 2025, the Company entered into a settlement agreement to resolve a previously adjudicated
legal matter with a full and final payment of $28,000, inclusive of interest and legal fees. The settlement included mutual releases
of claims by both parties. Although the payment was initially attempted on May 27, 2025, by the escrow agent handling the Membership
Interest Purchase Agreement, it was completed on May 28, 2025, due to incorrect account information provided by the payee.

 On February 7, 2024, the Company entered into an agreement with 1800
Diagonal Lending LLC, an accredited investor (the "Investor"), pursuant to which the Company sold the investor an unsecured
original issuance discount promissory note in the principal amount of $178,000 (the "February Promissory Note"). The Company
received net proceeds of $150,000 in consideration of issuance of the February Promissory Note after original issue discount of $23,000
and legal fees of $5,000. The aggregate debt discount of $28,000 is amortized to interest expenses over the respective term of the note.
The February Promissory Note incurs a one-time interest charge of 12% which is added to the principal balance, has a maturity date of
November 15, 2024, and requires monthly payments of principal and interest of $22,000 beginning on March 15, 2024. The February Promissory
Note may be convertible into common shares of the Company at any time following an event of default at a rate of 65% of the lowest trading
price of the Company's common stock during the ten prior trading days. In addition, upon default, the Company must repay an amount
equal to 150% of the then outstanding amount of principal and accrued interest combined.

 On April 22, 2024, the Company entered into a second agreement with
the Investor, pursuant to which the Company sold the investor an unsecured original issuance discount promissory note in the principal
amount of $96,000 (the "April Promissory Note"). The Company received net proceeds of $75,000 in consideration of issuance
of the April Promissory Note after original issue discount of $16,000 and legal fees of $5,000. The aggregate debt discount of $21,000
is amortized to interest expenses over the respective term of the note. The April Promissory Note incurs a one-time interest charge of
12% which is added to the principal balance, has a maturity date of February 28, 2025, and requires monthly payments commencing October
2024. The April Promissory Note may be convertible into common shares of the Company at any time following an event of default at a rate
of 65% of the lowest trading price of the Company's common stock during the ten prior trading days. In addition, upon default, the
Company must repay an amount equal to 150% of the then outstanding amount of principal and accrued interest combined. The April Promissory
Note also provides that in the event of default in any other agreement signed by the Company and the Investor (including the February
Promissory Note) the April Promissory Note shall at the Investor option, also be considered to be in a state of default.

 As of September 2024, the Company failed to pay the September 2024
repayment amount under the February Promissory Note resulting in default of the February Promissory Note and April Promissory Note and
calculated the balance of the notes payable at $206,000 and $154,000, respectively, recording a loss of $120,000 as result of the default
to pay principal and interest of the February Promissory Note and April Promissory Note.

 On May 14, 2025, the Company entered into a Settlement Agreement and
Mutual Release (the "1800 Agreement") with 1800 Diagonal Lending, LLC for the obligations under the February Promissory Note
and the April Promissory Note. According to the 1800 Agreement the Company will pay $112,500, for the full release from all liabilities
associated with the related judgment and promissory notes.

 On May 27, 2025, full payment of $112,500 was made and on June 6, 2025,
the reserve of shares held at the transfer agent were retired.

 ITEM 4. MINE SAFETY DISCLOSUES.

 Not applicable.

 ITEM 5. MARKET FOR COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASE OF EQUITY SECURITIES

 Market Information

 Our common stock was previously traded on
the NASDAQ and OTC Markets with the symbol CUEN. A class of our warrants were traded with the symbol CUENW. Currently CUEN and CUENW
are listed as "Expert Market OTC" which means the shares are only available to trade via private transactions, not on
the public market. On July 2, 2025, Cuentas filed its 2024-Q2 and 2024-Q3 10Q reports as the first steps to hopefully regain
compliant status and be qualified to trade on open markets.

 (i)

 If the principal United States market for such common equity is not an exchange, indicate, as applicable, that any over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. Any OTC quotations represent inter-dealer prices without retail mark-up, mark-down, or commission and may not represent actual transactions.

 (ii)

 Where there is no established public trading market for a class of common equity, furnish a statement to that effect and, if applicable, state the range of high and low bid information for each full quarterly period within the two most recent fiscal years and any subsequent interim period for which financial statements are included, or are required to be included by 17 CFR 210.3-01 through 210.3-20 (Article 3 of Regulation S-X), indicating the source of such quotations. Reference to quotations shall be qualified by appropriate explanation. For purposes of this Item the existence of limited or sporadic quotations should not of itself be deemed to constitute an "established public trading market." There is no established public trading market for our shares. Reliable high and low bid information is not available due to limited and sporadic quotations that do not reflect actual trades."

 Holders of Common Stock and Warrants

 As of December 31, 2024 our shares of common stock were held by approximately
130 record holders and our publicly-traded warrants were held by approximately three record holders.

 Dividends

 We have never paid any cash dividends on our
shares of common stock and we do not intend to declare and pay cash dividends on our shares of common stock in the foreseeable future..
We intend to reinvest any earnings for the development and expansion of our business. The payment of cash dividends on our shares of
common stock is subject to the discretion of our Board of Directors, based upon the Board's assessment of:

 our financial condition;

 earnings;

 need for funds;

 capital requirements;

 prior claims of preferred
 stock to the extent issued and outstanding;

 covenants in any loan or
 other credit facilities we may enter into in the future; and

 other factors, including
 any applicable laws.

 Securities Authorized for Issuance under Equity Compensation Plans

 The following table sets forth information as
of December 31, 2024 relating to all our equity compensation plans:

 Plan category

 securities to be
 issued
 upon exercise of outstanding options, warrants and rights

 Weighted- average exercise price of outstanding options, warrants and rights

 Number of securities remaining available for future
 issuance
 under equity compensation plans
 (excluding securities reflected in column (a))

 (a)

 (b)

 (c)

 Equity compensation plans approved by security holders

 354,381

 8.78

 407,927

 Equity compensation plans not approved by security holders

 -

 -

 Total**

 354,381

 8.78

 407,927

 Stock Option Plans

 The Company has two stock option plans, which
are intended to provide incentives in the form of equity grants which will attract, retain and motivate highly competent persons as officers,
employees and non-employee director, of, and consultants to, the Company and its subsidiaries and affiliates and to assist in further
aligning the interests of the Company's officers, employees and consultants to those of its other stockholders. The plans are administered
by the Compensation Committee of the Board.

 On June 17, 2021 the Board of the Company adopted
the Cuentas Inc. 2021 Share Incentive Plan (the "2021 Plan"), which was approved by the Company's shareholders at the
Annual Meeting of Shareholders on December 15, 2021. The maximum number of shares authorized for issuance under the 2021 Plan is 242,308 shares
(after giving effect to the reverse stock split effected in March 2023). See Note 9 to the Company's financial statements for information
concerning stock options granted pursuant to the 2021 Plan

 On November 17, 2023, the Board
of Directors of the Company approved the 2023 Share Incentive Plan (the
"2023 Plan"), which was approved by the shareholders during
the Annual Shareholders Meeting held on December 20, 2023. The maximum number of shares of stock reserved and available for issuance
under the 2023 Plan is 520,000 shares. The purpose of the 2023
Plan is to provide incentives which will attract, retain and motivate highly competent persons as officers, employees and non-employee directors,
of, and consultants to, the Company and its subsidiaries and affiliates. See
Note 9 to the Company's financial statements for information concerning stock options granted pursuant to the 2023 Plan. The Plan
is still active but no options have been converted to date.

 Penny Stock Regulations

 The SEC has regulations which generally define
so-called "penny stocks" to be equity securities that have a market price less than $5.00 per share or an exercise price
of less than $5.00 per share, subject to certain exemptions. Our common stock is a "penny stock" and is subject to Rule 15g-9
under the Exchange Act, or the Penny Stock Rule. This rule imposes additional sales practice requirements on broker-dealers that sell
such securities to persons other than established customers and "accredited investors" (generally, individuals with a net
worth in excess of $1,000,000 or annual incomes exceeding $200,000, or $300,000 together with their spouses). For transactions covered
by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser's
written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities
and may affect the ability of purchasers to sell any of our securities in the secondary market, thus possibly making it more difficult
for us to raise additional capital.

 For any transaction involving a penny stock,
unless exempt, the rules require delivery, prior to any transaction in penny stock, of a disclosure schedule required by the SEC relating
to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered
representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price
information for the penny stock held in the account and information on the limited market in penny stock.

 There can be no assurance that our common stock
will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock were exempt from the Penny Stock Rule, we
would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating
in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.

 Recent Sales of Unregistered Equity Securities

 During the fourth quarter of 2024, we did not
have any sales of equity securities in transactions that were not registered under the Securities Act of 1933, as amended, that have
not been previously reported in a report filed pursuant to the Exchange Act.

 On September 22, 2025 and October 1, 2025, the Company issued convertible notes to World Mobile Group Ltd. for $260,000 and $125,000,
respectively. On October 17, 2025, the Company issued unsecured convertible notes to Shalom Arik Maimon ($586,087.62), Schulman ($112,900.11)
and AM Law ($308,000). Each issuance was made in transactions not involving a public offering in reliance on Section 4(a)(2) and/or Regulation
D. Any shares issuable upon conversion have not been registered and may not be offered or sold absent registration or an applicable exemption.

 Subsequent to December 31, 2024

 Recent Sales of Unregistered Securities. On September
22, 2025 and October 1, 2025, the Company issued convertible promissory notes in principal amounts of $260,000 and $125,000, respectively,
to World Mobile Group Ltd. (aggregate $385,000). On October 17, 2025, the Company issued unsecured convertible promissory notes to Shalom
Arik Maimon ($586,087.62), Schulman ($112,900.11), and AM Law ($154,000). Each issuance was made in a transaction not involving a public
offering in reliance on Section 4(a)(2) of the Securities Act and/or Regulation D. The investors represented that they are sophisticated
and/or accredited investors, and the transactions did not involve general solicitation. Any shares of common stock issuable upon conversion
of the notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration
or an applicable exemption.

 On September 18, 2025, the Company issued a secured
convertible promissory note to Michael De Prado in the principal amount of $473,000, convertible at $0.42 per share, with piggyback registration
rights. The issuance was made in a transaction not involving a public offering in reliance on Section 4(a)(2) of the Securities Act and/or
Rule 506(b) of Regulation D. The holder represented accredited status and the transaction did not involve general solicitation.

 ITEM 6. [RESERVED]

 Not applicable.

 ITEM 7. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 Except for the historical information, the
following discussion contains forward-looking statements that are subject to risks and uncertainties. We caution you not to put undue
reliance on any forward-looking statements, which speak only as of the date of this report. Our actual results or actions may differ
materially from these forward-looking statements for many reasons, including the risks described in Item 1A Business -- Risk Factors"
and elsewhere in this annual report. Our discussion and analysis of our financial condition and results of operations should be read
in conjunction with the financial statements and related notes and with the understanding that our actual future results may be materially
different from what we currently expect.

 OVERVIEW AND OUTLOOK

 The Company was incorporated under the laws of
the State of Florida on September 21, 2005 to act as an operational company and as a holding company for its subsidiaries. Its subsidiary
is Meimoun and Mammon, LLC (100% owned) ("M&M") provides wholesale telecommunications services. The Company also own
50% of CUENTASMAX LLC, which installs WiFi6 shared network ("WSN") systems in locations in the New York metropolitan
tristate area using access points and small cells to provide users with access to the WSN. WSN equipment was installed in several sites
and financial viability is being studied. Results from these test sites will determine if future installations will be completed. Additionally,
Cuentas is evaluating the synergy between CuentasMAX and World Mobile's platform for potential integration and further development
or enhancement of platforms.

 The Company is focusing its business mainly on
Cuentas Mobile, the Company's Cellular Telecommunications solution.

 On August 12 2024, the Company
and InComm mutually agreed to sunset the processing agreement that supported the Cuentas Prepaid Mastercard program. In connection
with the wind-down, InComm issued a $475,000 credit to Cuentas in full and final settlement of all obligations under the processing
agreement. The Company recognized the credit as other income in the third quarter of 2024. No further liabilities remain outstanding,
and all prepaid card accounts were deactivated on or before that date.

 Since the first quarter of 2023, we have made
equity investments in real estate projects in Florida under the name Cuentas Casa. Cuentas Casa partners with leading edge developers
and construction technology companies to create sustainable, inclusive and affordable residential communities specifically designed to
provide high quality housing alternatives at extremely competitive pricing. Our goal was to source land zoned and ready for development
of multi-family buildings in strategic areas where rental prices are increasing dramatically, placing financial stress and pressure on
working class families. Our real estate investments were intended to broaden our reach into the unbanked, underbanked and underserved
communities by using a patented, low cost, sustainable technology that should allow us to provide reasonably priced rental apartments
to working class residents who have been priced out of rental communities due to severe rent hikes in Florida and other areas in the
United States. We believed that providing affordable apartments to the Hispanic Latino and other immigrant communities in Florida will
enable us to introduce them our fintech solutions and generate revenue. Due to liquidity issues impeding the operation and development
of its core mobile fintech and carrier services, on April 3, 2024, the limited liability company in which Cuentas had a 63.9% equity
interest ("Brooksville Development Partners, LLC" or "BDP"), entered into an agreement to sell the vacant land
located in Brooksville, Florida (the "Brooksville Property") The Brooksville Property was originally purchased by BDP on
April 28, 2023 for $5.05 million, $2 million of which was contributed by Cuentas. On May 27, 2025, Cuentas sold its 63.9% equity interest
in the Brooksville Property for $800,000 to Brooksville FL Partners, LLC (the "Buyer"), an existing minority member of BDP.
The funds were distributed by a mutually agreed escrow agent, and Cuentas settled debts with 4 major creditors. The remaining funds were
used for operating expenses. With these funds, the Company was able to settle debts totaling approx. $1.132M with 4 major creditors for
final actual cost of $666,356

 Subsequent developments.

 On September 22, 2025 and October 1, 2025, the Company entered into
two Convertible Note Purchase Agreements with World Mobile Group Ltd. for an aggregate principal amount of $385,000—$260,000 on
September 22, 2025 and $125,000 on October 1, 2025. The notes are convertible into shares of the Company's common stock pursuant
to their terms, and the closings occurred on the respective dates. As conditions to closing, the Company delivered an irrevocable transfer-agent
instruction letter and reserved shares for conversions. The September 22 agreement provides the investor the right to designate one director
while it and its affiliates beneficially own at least 5% of the Company and includes certain protective approval rights tied to covenant
and event-of-default actions. The Company agreed to use a portion of proceeds to (i) pay $110,000 to Michael De Prado in connection with
his separation and (ii) fund professional fees to bring SEC reporting current; the October 1 agreement provides that proceeds will be
applied to the "Plum Contract."

 On September 18, 2025, the Company and Michael De Prado executed a
Confidential Separation Agreement and related financing documents. The Company agreed to pay $110,000 in cash and issued two secured promissory
notes: (i) a $473,000 note bearing interest at 2.0% per annum, maturing upon the earlier of a qualified financing of at least $2,000,000
or one year from issuance (18% default interest), with the holder's right to convert up to 50% into common stock at $0.42 per share;
and (ii) a $200,000 note maturing one year from issuance, with the holder's option at maturity to require either full cash payment
or transfer, via certificate of sale, of all non-telecom/MVNO assets comprising the Company's Fintech division (no cash interest
unless in default; 8% default interest). Each note is secured by a first-priority security interest in the Company's Fintech (non-MVNO)
assets under separate security agreements. These agreements were fully consummated on October 21, 2025 upon release of escrowed deliverables
by the escrow agent.

 Also on September 18, 2025, the Company entered into a 16-month license
with Mr. De Prado granting use and access to the Fintech assets (as detailed in Schedule A); MVNO assets are excluded. The Fintech assets
are held in escrow by AM Law pending the holder's exercise of the Note Two option.

 On October 17, 2025, the Company issued three
additional unsecured convertible promissory notes: (i) to Shalom Arik Maimon (CEO) for $586,087.62; (ii) to Schulman for $112,900.11;
and (iii) to AM Law for $308,000. Each bears interest at 2% per annum (default interest as provided in the notes), is convertible at the
holder's option at $0.42 per share, and includes piggyback registration rights. After issuance, Mr. Maimon instructed conversion
of 50% of his note ($293,043.81) into 697,723 shares, and AM Law instructed conversion of 50% of its note ($154,000) into 366,666 shares,
in each case at $0.42 per share.

 RESULTS OF OPERATIONS

 Comparison of year ended December 31, 2024 to year ended December
31, 2023

 Revenue

 The Company generates revenues through the sale
and distribution of Digital products, General Purpose Reloadable Cards, wholesale telecommunication services and other related telecom
services. Revenues during the year ended December 31, 2024, totaled $676,000 compared to $2,346,000 for the year ended December 31, 2023.
The decrease in our revenues was mainly from decrease in wholesale telecommunication services in the amount of $1,612,000,from our Bilateral
Wholesale Carrier Agreement with Next Communications INC., a company controlled by Arik Maimon our Chairman of the Board and our CEO.

 Revenue by product for 2024 and 2023 are as follows:

 2024

 2023

 (Dollars in thousands)

 Retail telecommunications

 $

 $

 Wholesale telecommunication services

 2,181

 Digital products and General-Purpose 'Reloadable Cards

 Total revenue

 $

 $
 2,346

 Costs of Revenue and Gross profit

 Cost of revenues during the year ended December 31, 2024 totaled $751,000
compared to $2,733,000 for the year ended December 31, 2023.

 Cost of revenue consists of the purchase of wholesale
minutes for resale, related telecom platform costs and purchase of digital products in the amount of $565,000 during the year ended December
31, 2024 and $2,171,000 during the year ended December 31, 2023.

 Cost of revenue also consists of costs related
to the sale of the Company's digital products and GPR Cards in the amount of $133,000 during the year ended December 31, 2024 and
$210,000 during the year ended December 31, 2023. The costs related to the sale of the Company's digital products and GPR Cards
were composed mainly from the cost of the Digital products.

 Gross profit (loss) by product for 2024 and 2023 are as follows:

 2024

 2023

 (Dollars in thousands)

 Telecommunications

 $
 (44
)

 $
 (265
)

 Wholesale telecommunication services

 Digital products and General Purpose Reloadable Cards

 (35
)

 (132
)

 Total Gross profit

 $
 (75
)

 $
 (387
)

 Gross
profit margin for the year ended December 31, 2024 was negative for both the telecommunications segment and the digital product and general
purpose reloadable cards segment but slightly positive for wholesale which by its nature has a tiny markup. The gross loss for the sale
of digital product and general-purpose reloadable cards stemmed from ceasing all activities with Cuentas SDI LLC. In May 2024, the Company
and Cuentas-SDI settled certain payment issues and renewed discussions and cooperation to re-open the digital distribution network and
systems through Cuentas-SDI's convenience store distribution network of over 31,000 locations, including many across the New York,
New Jersey and Connecticut tri state area.

 The Company's alliance with World Mobile
Group and the joint venture World Mobile should provide significant revenue and profitability due to the strength of World Mobile's
marketing, finance and technology capabilities.

 Operating Expenses

 Operating expenses consist of selling, general
and administrative Expenses, impairments and amortization of Intangible assets as discussed below and totaled $1,941,000 during the year
ended December 31, 2024, compared to $6,409,000 during the year ended December 31, 2023, representing a net decrease of $4,081.000.

 Selling, General and Administrative Expenses

 The table below summarizes our general and administrative expenses
incurred during the periods presented: Update

 Year Ended December 31,

 2024

 2023

 ($ in thousands)

 Selling, General and Administrative Expenses:

 Officers' compensation

 $

 $

 Directors fees

 Share-based compensation

 Professional services

 maintenance and support services in accordance with the software maintenance agreement with CIMA

 -

 Legal fees

 Payments in accordance with the processing service agreement with Incomm

 Credit losses

 -

 -

 Selling and Marketing

 Settlements

 -

 Other

 1,469

 Total

 $
 1,899

 $
 6,022

 Update Selling, general and administrative expenses
totaled $1,899,000 during the year ended December 31, 2024, a net decrease of $4,123,000, or 68% compared to $6,022,000 during the year
ended December 31, 2023. The decrease in our Selling, general and administrative expenses during the year ended December 31, 2024 compare
to the year ended December 31, 2023, is primarily attributable to the decrease in the amount of $413,000 in Share-based compensation and
shares issued for services expenses attributable to the decrease in the amount of our vested option in 2024 as opposed to 2023 partially
mitigated by an increase in the number of shares that were issued for services and settlement, decrease in the amount of $120,000 in maintenance
and support services that were provided by CIMA, decrease in the agreed payments in accordance with the processing service agreement with
Incomm in the amount of $250,000 a decrease in selling and marketing expenses of $351,000 since the Company reduced significantly its
selling and marketing campaigns in 2024 due to its ineffectiveness and lack of resources.

 Amortization and impairment of Intangible
assets

 Amortization of Intangible assets totaled $2,000
during the year ended December 31, 2024 and $11,000 during the year ended December 31, 2023.

 Other Income (Expenses)

 Other income (expenses) totaled an expenses
of $1,316,000 during the year ended December 31, 2024. Other income (expenses) are mainly comprised of Loss on impairment of held for
sale investment in unconsolidated entities in amount of $1,216,000, loss on impairment of investment in unconsolidated entity of $700,000
and Loss upon default to pay principal and interest of Promissory Notes in amount of $419,000, partially offset by Gain from Change in
fair value of derivative warrants liability issued as part of our February 2023 and August 2023 security offering in amount of $695,000
and gain from settlement of liabilities, net of $507,000.

 Other income (expenses) totaled an income
of $4,300,000 during the year ended December 31, 2023. Other income (expenses) are mainly comprised of Gain from Change in fair value
of derivative warrants liability issued as part of our February 2023 and August 2023 security offering as detailed in note 10 of the
December 31, 2023 financial statements in amount of $4,741,000, partially offset by impairment loss of $441,000 which resulted from a
decrease in cost of an investment in Cuentas SDI LLC.

 Net Loss

 We incurred a net loss of $3,309,000 for the year ended December 31,
2024, as compared to a net loss of $2,196,000 for the year ended December 31, 2023, for the reasons described above.

 Liquidity and Capital Resources

 Liquidity is the ability of a company to generate
funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors
in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures.

 As of December 31, 2024, the Company had total current assets of $1,111,000,
including $15,000 of cash, accounts receivables of $271,000, Investment in unconsolidated entities held for sale of $800,000. As of December
31, 2024, the Company had total current liabilities of $4,349,000 creating a negative working capital of $3,193,000.

 As of December 31, 2023, the Company had total
current assets of $1,760,000, including $205,000 of cash, accounts receivables of $1,307,000, related parties in the amount of $172,000
and other current assets of $76,000. As of December 31, 2023, the Company had total current liabilities of $ 4,689,000 creating
a negative working capital of $2,929,000.

 Cash Flows – Operating Activities Update

 The Company's operating activities for the
year ended December 31, 2024, resulted in net cash used of $598,000. Net cash used in operating activities consisted of a net loss of
$3,309,000 partially offset by non-cash expenses consisting of share-based compensation of $209,000, impairment of intangible assets and
property and equipment of $30,000 and amortization of intangible assets of $2,000. a Decrease in accounts receivables of $1,036,000, increase
in accounts payables of 625,000, decrease in other accounts liabilities of 739,000, impairment of an investment in an unconsolidated entity
of $1,916,000,

 The Company's operating activities for
the year ended December 31, 2023, resulted in net cash used of $4,193,000. Net cash used in operating activities consisted of a net loss
of $2,196,000 and change in fair value of derivative warrants liability of $6,852,000, partially offset by non-cash expenses consisting
of Issuance expenses and a day-one loss on derivative warrants liability of $3,127,000, share-based compensation of $622,000, and amortization
of intangible assets of $11,000. Changes in operating assets and liabilities provided cash of $529,000, resulting mainly from a decrease
in other accounts payables of $1,548,000 and increase in accounts payables offset by an increase of in related parties accounts receivables
of $1,102,000 and an increase in other current assets of $87,000.

 Cash Flows – Investing Activities Update

 The Company's investment activities for the year ended December
31, 2024, resulted in net cash received of $92,000 and net cash used of $2,098,000 for the same period in 2023. The decrease was mainly
due to the sale of Cuentas' 19.99% participation in Cuentas SDI LLC.

 Cash Flows – Financing Activities Update

 The Company's financing activities for the
year ended December 31, 2024, resulted in net cash in the amount of $316,000 mainly from Short term loans received.

 To date, we have principally financed our operations through the sale
of our Common Stock. Nevertheless, management anticipates that our current cash and cash equivalents position and generating revenue from
the sales of our mobile phone services and digital products will provide us limited financial resources for the near future to continue
implementing our business strategy of further developing our mobile services and digital products, enhance our digital products offering
and increase our sales and marketing. Management has taken important steps to reduce the financial burn rate and has curtailed some ineffective
marketing programs, concentrating on those programs that have been proven to produce good results. Reduction of some top-level personnel
has brought savings to the company as current executives took over the vacant positions at no additional cost to the Company but offset
by the bonuses. Management plans to secure additional financing sources, including but not limited to the sale of our Common Stock in
future financings. There can be no assurance, however, that the Company will be successful in raising additional capital or that the Company
will have net income from operations to fund its business plan for the near future or long term. As of December 31, 2024, the Company
had approximately $15,000 in cash and cash equivalents, approximately $3,170,000 in negative working capital and an accumulated deficit
of approximately $58,255,000. These conditions raise substantial doubt about the Company's ability to continue as a going concern
as of December 31, 2024.

 On May 22, 2025, the Company signed a Membership
Interest Purchase Agreement (MIPA) with Brooksville FL Partners, LLC ("Buyer") the holder of the minority stake in Brooksville,
for the sale of its full Interests in Brooksville for total consideration of $800,000. The transaction closed on May 27, 2025 and, in
accordance with the terms of the MIPA, the Company directed the escrow agent to disburse a portion of the sale proceeds to satisfy four
outstanding obligations owed to certain judgment and debt holders. These settlement payments were made directly by the escrow agent on
behalf of the Company in connection with the closing of the transaction.'

 On May 20, 2024, the Company entered into a Membership Interest Purchase
Agreement (the "Agreement") dated as of May 20, 2024 with OLB Group, Inc. ("Buyer") whereby it acquired 19.99%
of the membership interests of Cuentas SDI, LLC, a Florida limited liability company (the "LLC") for a purchase price of $215,500.
OLB made payments totaling $92,000 and a final settlement was executed on May 23, 2025 where OLB paid $25k.

 Off-balance Sheet Arrangements

 The Company has no off-balance sheet arrangements
and does not anticipate entering into any such arrangements in the foreseeable future.

 Impact of Inflation

 The Company does not expect inflation to be a
significant factor in operation of the business.

 Subsequent Events (through October 21, 2025)

 World Mobile Financings (September 22 and October 1, 2025). On September
22, 2025 and October 1, 2025, we entered into two Convertible Note Purchase Agreements with World Mobile Group Ltd. for an aggregate
principal amount of $385,000 (the "WM Notes")—$260,000 on September 22 and $125,000 on October 1. The WM Notes are
convertible into our common stock pursuant to their terms. Closings occurred on the respective agreement dates. The September 22 agreement
provides the investor the right to designate one director while the investor and its affiliates beneficially own at least five percent
of the Company and includes certain protective approval rights tied to note covenants and event-of-default actions. We applied part of
the proceeds to pay $110,000 to Michael De Prado in connection with his separation and to fund professional fees to bring SEC reporting
current; the October 1 agreement provides that proceeds will be applied to the PLUM contract, our MVNO reseller arrangement.

 Michael De Prado separation; secured notes; license (September 18,
2025; consummated October 21, 2025). On September 18, 2025, we executed a Confidential Separation Agreement with Michael De Prado (then
President, Executive Vice Chairman and Chief Financial Officer) under which we agreed to pay $110,000 in cash and issued two secured
promissory notes: Note One in the principal amount of $473,000 and Note Two in the principal amount of $200,000. Each note is secured
by a first-priority security interest in our Fintech (non-MVNO) assets under separate security agreements. Also on September 18, 2025,
we granted Mr. De Prado a 16-month license to use and access the Fintech assets (as described in Schedule A), with the assets held in
escrow by AM Law until the Note Two option is exercised. MVNO assets are expressly excluded. These agreements were fully consummated
on October 21, 2025 upon escrow release. Note One is voluntarily convertible at $0.42 per share and includes piggyback registration rights.

 Insider and advisor convertible notes (October
17, 2025). On October 17, 2025, we issued three unsecured convertible promissory notes: (i) a note to Shalom Arik Maimon (CEO) in the
principal amount of $586,087.62; (ii) a note to Schulman in the principal amount of $112,900.11; and (iii) a note to AM Law in the principal
amount of $154,000. Each note is voluntarily convertible at the holder's option into common stock at a fixed price of $0.42 per
share and provides piggyback registration rights.

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK

 This item is not applicable as we are currently considered a smaller
reporting company.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 See Index to Financial Statements and Financial
Statement Schedules appearing on page F-1 through F-28 of this Form 10-K.

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 (b) Engagement of New Independent Registered
Public Accounting Firm.

 On December 20, 2023, the Annual Meetingof the
Company approved the appointment of Yarel and Partner to serve as the Company's independent registered public accounting firm for
the fiscal year ending December 31, 2024.

 During the Company's fiscal years ended
December 31, 2022 and 2023 and the subsequent interim period through February 15, 2024, neither the Company nor anyone on its behalf
has consulted with Yarel regarding (i) the application of accounting principles to a specific transaction, either completed or proposed
or (ii) the type of audit opinion that might be rendered on the Company's financial statements and, neither a written report nor
oral advice was provided to the Company that Yarel concluded was an important factor considered by the Company in reaching a decision
as to accounting, auditing or financial reporting issues, or (iii) any matter that was the subject of a disagreement (as defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions), or (iv) any "reportable event" (as described in Item 304(a)(1)(v)
of Regulation S-K).

 ITEM 9A. CONTROLS AND PROCEDURES

 Disclosure Controls and Procedures

 Management of Cuentas Inc. is responsible for
maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that
the Company files or submits under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized
and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. In addition, the disclosure
controls and procedures must ensure that such information is accumulated and communicated to the Company's management, including
its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial and other
required disclosures.

 At December 31, 2024, an evaluation of the effectiveness
of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Exchange Act was carried out under
the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based on their evaluation
of our disclosure controls and procedures, they concluded that at December 31, 2024, such disclosure controls and procedures were not
effective. This was due to our limited resources and deficiencies in the design or operation of our internal control over financial reporting
that adversely affected our disclosure controls and that may be considered to be "material weaknesses]."

 Management's Report on Internal Control Over Financial Reporting

 Our management is responsible for establishing
and maintaining adequate internal control over our financial reporting. These internal controls over financial reporting are designed
to provide reasonable assurance that the reported financial information is presented fairly, that disclosures are adequate and that the
judgments inherent in the preparation of financial statements are reasonable. There are inherent limitations in the effectiveness of
any system of internal controls, including the possibility of human error and overriding of controls. Consequently, an effective internal
control system can only provide reasonable, not absolute, assurance with respect to reporting financial information.

 Our internal control over financial reporting
includes policies and procedures that: (i) pertain to maintaining records that in reasonable detail accurately and fairly reflect our
transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements
in accordance with generally accepted accounting principles and the receipts and expenditures of company assets are made and in accordance
with our management and directors authorization; and (iii) provide reasonable assurance regarding the prevention or timely detection
of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.

 Our management conducted an evaluation, under
the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer of the effectiveness of our internal
control over financial reporting as of December 31, 2024. This evaluation was based on the framework and criteria established in the
Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO")
(2013 Framework). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our internal control
over financial reporting was not effective as of December 31, 2024.

 Based upon such assessment, our Chief Executive
Officer and Chief Financial Officer have concluded that as of December 31, 2024 our internal controls over financial reporting were not
effective due to the following material weaknesses identified:

 Lack of appropriate segregation
 of duties,

 Lack of information technology
 ("IT") controls over revenue, and

 Lack of adequate review
 of internal controls to ascertain effectiveness, and

 Lack of control procedures
 that include multiple levels of supervision and review.

 The Company's management, including the
Chief Executive Officer and Principal Financial Officer, do not expect that its disclosure controls or internal controls will prevent
all errors or all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company
have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns
can occur because of simple error or mistake.

 Implemented or Planned Remedial Actions in response to the Material
Weaknesses

 The deficiencies identified above are in large
part due to our limited resources and deficiencies in the design or operation of our internal control over financial reporting that adversely
affected our disclosure controls and that may be considered to be "material weaknesses."

 We plan, if our available cash will increase,
to seek to recruit individuals responsible for identifying reportable developments and to implement procedures designed to remediate
the material weakness by focusing additional attention and resources in our internal accounting functions. However, the material weakness
will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded,
through testing, that these controls are operating effectively.

 This report shall not be deemed to be filed for
purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and is not incorporated
by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language
in such filing.

 This annual report does not include an attestation
report of our registered public accounting firm regarding internal control over financial reporting. The rules of the SEC do not require
an attestation of the Management's report by our registered public accounting firm in this annual report.

 Changes in Internal Control over Financial Reporting

 On June 30, 2025 our former Chief Financial Officer Mr. Zakai resigned
from his position as Company's CFO. On July 1, 2025, our Board of directors approved the nomination of Mr. Michael De Prado as Company's
Interim CFO. On July 1, 2025, our Board of directors approved the nomination of Mr. Michael De Prado as Company's Interim CFO.
On November 6, 2025, our Board of directors approved the nomination of Mr. Ofek Suchard as Company's Interim CFO

 ITEM 9B. OTHER INFORMATION

 None. Any insider trading plans Item 408a of SK

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS

 None.

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Directors and Executive Officers

 The names of our director and executive officers
and their ages, positions, and biographies are set forth below. Our executive officers are appointed by, and serve at the discretion
of, our board of directors.

 On October 21, 2025, Michael De Prado resigned as President, Executive
Vice Chairman and Chief Financial Officer. In connection with his separation, the Company paid $110,000 in cash and issued two secured
promissory notes as described in Item 5 and Note X. Mr. De Prado's resignation did not involve any disagreement with the Company
on any matter relating to operations, policies or practices. The Board has initiated a process to identify qualified Chief Financial
Officer candidates.

 On October 22, 2025, the Board appointed Ofek Suchard as Interim Chief
Financial Officer, and he now serves as the Company's principal financial and principal accounting officer, effective as of that
date. The Board continues its process to identify and evaluate candidates for a permanent Chief Financial Officer.

 Directors and Executive Officers

 Set forth below is information regarding our
current directors and executive officers. Each director holds his office until he resigns or is removed and his successor is elected
and qualified

 Name

 Age

 Position

 Chairman of the Board of Directors and CEO

 Ofek Suchard

 Interim Chief Financial Officer as of October 22, 2025

 Shlomo Zakai

 CFO resigned 6/30/25

 Adiv Baruch

 Haim Yeffet

 Lexi Terrero

 Directors and Executive Officers

 Arik Maimon, our
Chairman, is a founder, the Chief Executive Officer and Chairman of the Board. Mr. Maimon served as the Company's CEO from 2016
to February 2021 and as Interim CEO from February 2021 to August 2023. In addition to co-founding the Company, Mr. Maimon founded the
Company's subsidiaries Cuentas Mobile, and M&M. Prior to founding the Company and its subsidiaries, Mr. Maimon founded and
ran successful telecommunications companies operating primarily in the United States and Mexico. In 1998, Mr. Maimon founded and ran
a privately-held wholesaler of long-distance telecommunications services which, later, under Mr. Maimon's management, grew from
a start up to a profitable enterprise with more than $100 million in annual revenues. Mr. Maimon serves on the Company's Board
of Directors due to the perspective and experience he brings as our co-founder, Chairman and Chief Executive Officer. Effective October 21, 2025, Shalom Arik Maimon began serving as Interim Chief Financial Officer.

 Michael A. De Prado is
a founder, the President and Vice Chairman of the Board. Mr. De Prado also served as its President from 2016 to February 2021, and as
Interim President from February 2021 to August 2023. Acting CFO after 6/30/25Prior to founding the Company, Mr. De Prado spent 20 years
in executive positions at various levels of responsibility in the banking, technology, and telecommunications industries. As President
of Sales at telecommunications company Radiant/Ntera, Mr. De Prado grew Radiant/Ntera's sales to more than $200 million in annual
revenues. At theglobe.com, Mr. De Prado served as President, reporting directing to Michael S. Egan. Mr. De Prado serves on the Company's
Board of Directors due to the perspective and experience he brings as our co-founder and President On October 21, 2025, Michael De Prado resigned as President, Executive Vice Chairman and Chief Financial Officer.

 Shlomo
Zakai has served as our Chief Financial Officer from October 2023 to
June 2025. Mr. Zakai brings extensive and proven experience in similar positions with companies operating in international markets and
related industries. Zakai has served as chief financial officer of UAS Drone Corp. (OTC: USDR) since May 2020, as the Chief Financial
Officer of Save Foods, Inc. (SAFO:OTC) (August 2017 to December 2021), Sonovia Ltd. (NNTTF:OTC) (October 2014 to August 2020) and of Todos
Medical Ltd. (TOMDF:OTC) (February 2017 till January 2018). Prior to that, Mr. Zakai worked as an accountant for nine years at Kost, Forer,
Gabbay & Kasierer, an independent registered public accounting firm and a member firm of Ernst & Young Global, where he last served
as a Senior Manager and worked with technology companies publicly traded on the Nasdaq Stock Market and on the Tel Aviv Stock Exchange.
Mr. Zakai holds a B.A. in accounting from the College of Management in Rishon Le'Zion, Israel. On June 30, 2025 our former Chief
Financial Officer Mr. Zakai resigned from his position as Company's CFO. On July 1, 2025, our Board of directors approved
the nomination of Mr. Michael De Prado as Company's CFO.

 Adiv Baruch is a
global leader anchors in the Israeli high-tech industry as well as the Chairman of Israeli Export and International cooperation Institute
and several private and public companies. Mr. Baruch has over 28 years of experience in equity investment and operation management under
distress. Mr. Baruch also serves as chairman of Jerusalem Technology Investments Ltd. He also currently serves as Chairman of Maayan
Ventures, a platform for investments in innovative technology companies. Mr. Baruch has served as a director of the Bank of Jerusalem,
and he served as CEO of BOS Better Online Solutions, which, under this leadership, grew into a highly successful company traded on Nasdaq
under the symbol BOSC. Throughout his career, he has championed development and support of new talent in the high tech and entrepreneurial
arenas. He is a Technion graduate and the Chairman of the Institute of Innovation and Technology of Israel. Mr. Baruch is qualified to
serve as a director of the Company because of the perspective and experience he brings to our Board.

 Lexi Terrero is a
marketing and financial executive with over 15 years of experience in digital media, investor relations and private equity. Ms. Terrero
is qualified to serve as a director of the Company because of her deep industry knowledge of marketing and business development, sales
development, raising capital, finance, and operational management. She received a BS in Finance and an MBA in Interdisciplinary Business
from St. John's University in New York City.

 Haim Yeffet has owned
and managed 10 restaurants and served as the CEO of a public company. He is involved in his condo board at the Alexander in Miami Beach,
and has served as the Vice President and as Secretary for the association for the last three years. Mr. Yeffet is qualified to serve
as a director of the Company because of his business experience, including his experience as CEO of a public company.

 Ofek Suchard serves
as Interim Chief Financial Officer and is trained as both a mechanical engineer and a software engineer. Mr. Suchard brings a broad background
across real estate development, engineering, and advanced technology. In addition to his role at Cuentas, he serves as Chief Technical
Officer of EnSima, where he leads technical development and coordination for the EnSima Miami project—a 475-unit, 95,000 sq. ft.
mixed-use development. Prior to joining Cuentas, Mr. Suchard founded ReThink, an AI-driven construction-technology company focused on
improving efficiency and reducing operational waste for contractors. Earlier in his career, he worked as a Sales Engineer with Trane,
supporting complex HVAC system design for mechanical contractors and engineering firms, and previously served as a Project Engineer on
major commercial, residential, industrial, and military projects. His combined experience in engineering, finance, software development,
and project management provides Cuentas with cross-disciplinary leadership as the Company advances its strategic and operational goals.

 Family Relationships

 There are no family relationships, or other arrangements
or understandings between or among any of the directors, director nominees, executive officers or other person pursuant to which such
person was selected to serve as a director or officer.

 Indemnification of Directors and Officers

 Our Articles of Incorporation and Bylaws both
provide for the indemnification of our officers and directors to the fullest extent permitted by Florida law.

 Limitation of Liability of Directors

 Pursuant to the Florida Statutes, our Articles
of Incorporation exclude personal liability for our Directors for monetary damages based upon any violation of their fiduciary duties
as Directors, except as to liability for any breach of the duty of loyalty, acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, or any transaction from which a Director receives an improper personal benefit. This exclusion
of liability does not limit any right which a Director may have to be indemnified and does not affect any Director's liability
under federal or applicable state securities laws. We have agreed to indemnify our directors against expenses, judgments, and amounts
paid in settlement in connection with any claim against a Director if he acted in good faith and in a manner he believed to be in our
best interests.

 Election of Directors and Officers

 Directors are elected to serve until the next
annual meeting of shareholders and until their successors have been elected and qualified. Officers are appointed to serve until the
meeting of the Board following the next annual meeting of shareholders and until their successors have been elected and qualified.

 Involvement in Certain Legal Proceedings

 No Executive Officer or Director of the Corporation
has been the subject of any Order, Judgment, or Decree of any Court of competent jurisdiction, or any regulatory agency permanently or
temporarily enjoining, barring suspending or otherwise limiting him/her from acting as an investment advisor, underwriter, broker or
dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan
association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in
connection with the purchase or sale of any securities.

 No Executive Officer or Director of the Corporation
has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding which is currently
pending.

 No Executive Officer or Director of the Corporation
is the subject of any pending legal proceedings.

 Corporate Governance

 Board of Directors

 We currently have five directors serving on our
Board of Directors. A majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business.

 Board Committees and Director Independence

 Director Independence

 Of our current directors, we have determined
that Messrs. Baruch and Yeffet, as well as Ms. Terrero, are "independent" as defined by applicable rules and regulations.
The Company is in the process to interviewing additional potential Independent Directors to fill additional board positions with goals
of Gender, Age and Racial diversity as well as Cyber protection experience as indicated by the SEC to be important goals.

 The following table sets forth certain information concerning the annual
compensation of our independent directors during the last two fiscal years. Non-employee directors receive $50,000 per annum and the chairman
of the Audit Committee and Compensation Committee receives an additional $16,000 per annum. The following table sets forth certain information
concerning the annual compensation of our independent directors during the last two fiscal years.

 Name and

 Principal Position

 Year

 (c)
 Fee

 Bonus

 Option
 Awards

 share
 compensation

 Nonqualified
 deferred
 compensation
 earnings

 All Other
 Compensation

 Total
 Compensation

 Adiv Baruch

 2024

 $
 67,000

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 67,000

 2023

 $
 67,000

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 67,000

 Haim Yeffet

 2024

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $

 2023

 $
 45,192

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 45,192

 Lexi Terrero

 2024

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $

 2023

 $

 $
 -

 $
 9,100

 $
 -

 $
 -

 $
 -

 $
 59,100

 Ms. Terrero was appointed a director on December
30, 2022 and Mr. Yeffet was appointed a director on February 2, 2023

 Board Committees

 Our Board of Directors has established two standing
committees—Audit and Compensation. Each committee operates under a charter that has been approved by our Board of Directors.

 Audit Committee

 Our Board of Directors has an Audit Committee
composed of Mr. Baruch, Mr. Yeffet and Ms. Terrero, each of whom is an independent director as defined in accordance with section Rule
10A-3 of the Exchange Act and the rules of Nasdaq. Mr. Baruch serves as chairman of the Audit Committee. The Board of Directors has determined
that Mr. Baruch possesses accounting or related financial management experience that qualifies him as financially sophisticated within
the meaning of Rule 4350(d)(2)(A) of the Nasdaq Marketplace Rules and that he is an "audit committee financial expert" as
defined by the rules and regulations of the SEC.

 Our Audit Committee oversees our corporate accounting,
financial reporting practices and the audits of financial statements. For this purpose, the Audit Committee has a charter (which will
be reviewed annually) and performs several functions. The Audit Committee:

 evaluates the independence
 and performance of, and assesses the qualifications of, our independent auditor and engages such independent auditor;

 approves the plan and fees
 for the annual audit, quarterly reviews, tax and other audit-related services and approves in advance any non-audit service and fees
 therefor to be provided by the independent auditor;

 monitors the independence
 of the independent auditor and the rotation of partners of the independent auditor on our engagement team as required by law;

 reviews the financial statements
 to be included in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and reviews with management and the independent
 auditors the results of the annual audit and reviews of our quarterly financial statements;

 oversees all aspects of
 our systems of internal accounting and financial reporting control and corporate governance functions on behalf of the board; and

 provides oversight assistance
 in connection with legal, ethical and risk management compliance programs established by management and the board, including compliance
 with requirements of Sarbanes-Oxley and makes recommendations to the Board of Directors regarding corporate governance issues and
 policy decisions.

 Compensation Committee

 Our Board of Directors has a Compensation Committee
composed of Messrs. Baruch and Yeffet, each of whom is independent in accordance with rules of Nasdaq. Mr. Baruch is the chairman of
the Compensation Committee. Our Compensation Committee reviews or recommends the compensation arrangements for our management and employees
and also assists the Board of Directors in reviewing and approving matters such as company benefit and insurance plans, including monitoring
the performance thereof. The Compensation Committee has a charter, which will be reviewed annually.

 Nomination of Directors

 Our Board of Directors, by resolution of the
full Board of Directors addressing the nominations process and such related matters as may be required under the federal securities laws,
has charged the independent directors constituting a majority of our Board of Directors with the responsibility of reviewing our corporate
governance policies and with proposing potential director nominees to the Board of Directors for consideration. The independent directors
will consider director nominees recommended by security holders.

 Code of Business Conduct and Ethics and Insider Trading Policy

 Our Board of Directors has adopted a Code of
Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer
or controller or persons performing similar functions and an Insider Trading Policy. We will provide a copy of our Code of Business Conduct
and Ethics to any person without charge, upon written request to our Compliance Officer, at Cuentas Inc., 235 Lincoln Road, Suite 210,
Miami Beach, Florida, 33139.

 Delinquent Section 16(a) Reports

 Section 16(a) of the Securities Exchange Act
of 1934 requires our directors and executive officers and persons who own more than 10% of our outstanding shares of Common Stock (collectively,
"Reporting Persons") to file with the SEC initial reports of ownership and reports of changes in ownership in our Common
Stock and other equity securities. To the Company's knowledge, based solely on its review of Forms 3 and 4 filed electronically
with the SEC during the registrant's most recent fiscal year, the Company believes that during its fiscal year ended
December 31, 2023, all filing requirements applicable to the Reporting Persons were timely met, except that Messrs. Yeffet and Zakai
failed to file Form 3s.

 Shareholder Communications

 Although we do not have a formal policy regarding
communications with the Board, shareholders may communicate with the Board by writing to us at 235 Lincoln Rd., Suite 210, Miami Beach,
FL 33139, Attention: Stockholder Communication. Stockholders who would like their submission directed to a member of the Board may so
specify, and the communication will be forwarded, as appropriate.

 ITEM 11. EXECUTIVE COMPENSATION

 Summary Compensation Table

 The following table sets forth for the last two
fiscal years certain information concerning the annual compensation of our Chief Executive Officer and our other executive officers whose
compensation was in excess of $100,000 during the year ended December 31, 2024.

 (a) Name and Principal Position

 (b)
 Year

 (c)
 Salary

 (d)
 Bonus

 (f)
 Option
 Awards

 (g)
 Non-equity
 incentive plan
 compensation

 (h)
 Nonqualified
 deferred
 compensation
 earnings

 (i)
 All Other
 Compensation

 (j)
 Total
 Compensation

 2024

 $
 295,000

 $
 -

 $
 72,171

 $
 -

 $
 -

 $
 -

 $
 367,171

 Executive Chairman and Chief Executive Officer

 2023

 $
 295,000

 $
 100,000

 $
 162,265

 $
 -

 $
 -

 $
 -

 $
 557,265

 2023

 Michael De Prado

 2024

 $
 275,000

 $
 -

 $
 58,362

 $
 -

 $
 -

 $
 -

 $
 333,362

 Executive Vice Chairman and President

 2023

 $
 275,000

 $
 100,000

 $
 167,797

 $
 -

 $
 -

 $
 -

 $
 542,797

 agreement.

 Founder/Executive Chairman Compensation
Agreement with Arik Maimon, and Founder/Executive Vice-Chairman Compensation Agreement with Michael De Prado

 On August 26, 2021, the Company and Arik Maimon
entered into a Founder/Executive Chairman Compensation Agreement (the "Chairman Compensation Agreement"). Additionally, on
August 26, 2021, the Company and Michael De Prado entered into a Founder/Executive Vice-Chairman Compensation Agreement (the "Vice-Chairman
Compensation Agreement" and collectively with the Chairman Compensation Agreement, the "Chairman Compensation Agreements").
The term of each of these Chairman Compensation Agreements became effective as of August 26, 2021 and replaces any prior arrangements
or employment agreements between the Company and each of Mr. Maimon and Mr. De Prado (each such individual, an "Executive"
and together, the "Executives"). Under the terms of the Chairman Compensation Agreements, the Executives agreed to be employed
by the Company for an initial continuous twelve-month term beginning on the effective date of August 26, 2021, and ending on August 25,
2022. The initial term would be automatically extended for additional one (1) year periods on the same terms and conditions as set out
in the Chairman Compensation Agreements; however, the Chairman Compensation Agreements, respectively, will not renew automatically if
either the Company or the respective Executive provide a written notice to the other of a decision not to renew, which notice must be
given at least ninety (90) days prior to the end of the initial term or any subsequently renewed one (1) year term. Pursuant to the terms
of the Chairman Compensation Agreement, Mr. Maimon will receive an annual base salary of two hundred ninety-five thousand dollars ($295,000)
per year, and pursuant to the terms of the Vice-Chairman Compensation Agreement, Mr. De Prado will receive an annual base salary of two
hundred seventy-five thousand dollars ($275,000) per year, and each will be eligible for an annual incentive payment of up to one hundred
percent (100%) of their respective base salary, which annual incentive payment shall be based on the Company's performance as compared
to the goals established by the Company's Board of Directors in consultation with each Executive, respectively. This annual incentive
shall have a twelve (12) month performance period and will be based on a January 1 through December 31 calendar year, with the Executives'
entitlement to the annual incentive and the amount of such award, if any, remaining subject to the good faith discretion of the Board
of Directors. Any such annual incentive shall be paid by the end of the second quarter following the calendar year to which each respective
Executive's performance relates. Pursuant to the terms of the Chairman Compensation Agreements, each Executive has the option to
have any such earned annual incentive be paid in fully vested shares of the Company's Common Stock, but must elect such option
by the end of the first quarter following the relevant performance calendar year period. In the event of a change in control of the Company,
as defined under the terms of the Chairman Compensation Agreements, that takes place (i) during the term of the Chairman Compensation
Agreement or (ii) prior to the date which is twenty-four (24) months from the effective date of the Chairman Compensation Agreements,
if the Executive's employment otherwise terminates prior to such date (other than if the Executive's employment was terminated
for cause or the Executive resigned his employment without good reason, as such terms are defined under the Chairman Compensation Agreements),
each respective Executive shall be entitled to a bonus payment equal to two and one-half percent (2.5%) of the cash consideration received
by the shareholders of the Company in the change in control transaction. Under the Chairman Compensation Agreements, each Executive is
subject to certain obligations and restrictive covenants, including, but not limited to: confidentiality, non-competition, non-solicitation,
and non-disparagement, among others. The Chairman Compensation Agreements are each governed by the laws of the State of Florida. The
Chairman Compensation Agreements may be terminated by the Company for cause or without cause, and by each respective Executive for good
reason or without good reason, as such terms are defined under the Chairman Compensation Agreements. On August 19, 2022, the Company's
Board of Directors approved a motion to appoint Arik Maimon as Interim CEO (in addition to his current position as Chairman of the Board)
and Michael De Prado as Interim President (in addition to his current position as Vice Chairman of the Board). Both Arik Maimon and Michael
De Prado agreed to assume these positions with no additional compensation.

 On August 21, 2023,
the Company entered into an employment agreement with Arik Maimon pursuant to which Mr. Maimon agreed to serve as Executive Chairman
and Chief Executive Officer of the Company (the "Maimon Employment Agreement").

 Additionally, on August
26, 2023, the Company entered into an employment agreement with Michael De Prado pursuant to which Mr. De Prado agreed to serve as Executive
Vice Chairman and President of the Company (the "De Prado Employment Agreement"). the "Maimon Employment Agreement"
and collectively with the De Prado Employment Agreement, the "2023 Compensation Agreements"). The term of each of these 2023
Compensation Agreements became effective as of August 21, 2023 and replaces any prior arrangements or employment agreements between the
Company and each of Mr. Maimon and Mr. De Prado (each such individual, an "Executive" and together, the "Executives").
Under the terms of the 2023 Compensation Agreements, the Executives 2023 Compensation Agreements are for a term of five years, subject
to the early termination provisions, commencing August 21, 2023 (the "Effective Date"). The 2023 Compensation Agreements
are subject to early termination upon Executives's death, or by the Company for Cause, adjudicated incompetency or adjudicated
bankruptcy, the date upon which the Company give the Executives notice of termination on account of Disability, and by the Executives
in the event of an Adverse Change in Executive's Employment Circumstances.

 The salaries of Mr Maimon
and Mr De Prado have been accruing since June 2024 and partial payments have been made.

 On September 18, 2025, the Company entered into a separation agreement with Michael De Prado providing a cash payment of $110,000 and
issuance of two secured promissory notes ($473,000 bearing interest at 2% per annum with a holder conversion right for up to 50% at $0.42
per share; and $200,000 with the holder's option at maturity to require cash payment or transfer of specified Fintech (non-MVNO)
assets). The agreements were consummated on October 21, 2025 upon escrow release.

 Pursuant to the terms of the Maimon Employment
Agreement, Mr. Maimon will receive an annual base salary of two hundred ninety-five thousand dollars ($295,000) per year, subject to
increase by the Company's by Board of Directors upon the recommendation of the Compensation Committee of the Company's Board
of Directors. Mr. Maimon is also entitled to receive as compensation for past services to and to ensure his future services to the Company,
subject to shareholder approval, 131,866 shares of the Company's common stock to increase his ownership interest in the Company
to 10.0% calculated on a fully diluted basis, 50% of which shares are to be issued by the Company as soon as practicable after shareholder
approval has been obtained, with the remaining 50% of the shares to be issued equally at the end of each of the three calendar years
following the Effective Date. The Maimon Employment Agreement provides that if Mr. Maimon's 10% fully diluted equity interest in
the Company is reduced upon issuance by the Company of additional shares, options, or warrants of any kind or nature, the Company shall
issue to Mr. Maimon additional shares in number sufficient to preserve and maintain his 10% fully diluted equity interest in the Company,
with such shares to be issued under the same terms set forth above. Mr. Maimon is also entitled to a monthly automobile allowance. Mr.
Maimon is eligible to participate in such benefit plans as are, or from time-to-time may be, provided by the Company for its senior executive
officers.

 Pursuant to the terms of the De Prado Employment
Agreement Mr. De Prado will receive an annual base salary of two hundred eight-five thousand dollars ($285,000) per year, subject to
increase by the Company's by Board of Directors upon the recommendation of the Compensation Committee of the Company's Board
of Directors. Mr. De Prado is also entitled to receive as compensation for past services to and to ensure his future services to the
Company, subject to shareholder approval, 117,214 shares of the Company's common stock to increase his ownership interest in the
Company to 7.0% calculated on a fully diluted basis, 50% of which shares are to be issued by the Company as soon as practicable after
shareholder approval has been obtained, with the remaining 50% of the shares to be issued equally at the end of each of the three calendar
years following the Effective Date. The De Prado Employment Agreement provides that if Mr. De Prado's 7% fully diluted equity interest
in the Company is reduced upon issuance by the Company of additional shares, options, or warrants of any kind or nature, the Company
shall issue to Mr. De Prado additional shares in number sufficient to preserve and maintain his 7% fully diluted equity interest in the
Company, with such shares to be issued under the same terms set forth above. Mr. De Prado is entitled to a monthly automobile allowance
of $2,000. Mr. De Prado is also eligible to participate in such benefit plans as are, or from time-to-time may be, provided by the Company
for its senior executive officers.

 The Executives are eligible to receive a discretionary
annual performance-based payment of up to 100% of his base salary, which performance-based payment shall be determined by the Compensation
Committee of the Board of Directors based on the Company's performance as compared to the goals established by the Compensation
Committee and the Company's management, including the Annual Budget (as defined in the Maimon Employment Agreement), in consultation
with the Executives. At the discretion of the Compensation Committee, this review may be performed each fiscal quarter but not less than
semi-annually, and the Performance-Based Bonus awarded, if any, may be paid accordingly. The Performance-Based Bonus shall be prorated
for any partial fiscal year in which the Executive was employed by the Company. Executives shall not be entitled to receive any portion
of the Annual Incentive Bonus for any year in which his employment is terminated for Cause. Pursuant to the terms of the 2023 Compensation
Agreements, The Bonus shall be prorated, based on each fiscal quarter of employment, for any partial fiscal year.

 Notwithstanding the limitation on the payment
in cash of the Performance-Based Bonus, the Compensation Committee based upon certain criteria specified in the 2023 Compensation Agreements
may at its discretion award the Executives stock or stock options as an additional Performance-Based Bonus in addition to the cash component
but only an annual basis and only for fiscal years in which the Company's financial results substantially exceed the Annual Budget.

 Engagement of Shlomo Zakai, our CFO

 Shlomo Zakai has served as our Chief Financial Officer since October
2023. Mr. Zakai was entitled to $10,000 per month for his services. Mr. Zakai provides the Company with accounting, financial and
general business services and advice on current standard practices and trends in his area of expertise. He resigned June 30 th,
2025.

 Clawback Policy

 Our Board of Directors adopted a clawback
policy covering our executive officers. An executive officer is our chief executive officer, president, principal financial officer,
principal accounting officer (or if there is no such accounting officer, the controller), any vice-president in charge of a significant
principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making
function, or any other person who performs similar policy-making functions for us. As of the date of this annual report, our only
executive officers are our Chairman of the Board and Chief Executive Officer, our Vice Chairman of the Board and President. and our Chief
Financial Officer. The clawback policy relates to incentive-based compensation, which is any compensation that is granted, earned
or vested based wholly or in part upon the attainment of a financial reporting measure. The clawback policy covers the recovery
of incentive-based compensation from an executive officer only in the event that we are required to prepare an accounting restatement
due to the material noncompliance of our financial reporting requirement under the United States securities laws, including any required
accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial
statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in
the current period. Questions as to "materiality" will be made by the Compensation Committee in coordination with the
Audit Committee.

 The incentive-based compensation subject
to recovery is the incentive-based compensation received during the three completed fiscal years immediately preceding the date that
we are required to prepare an accounting restatement as described above, provided that the person served as an executive officer at any
time during the performance period applicable to the incentive-based compensation in question provided that the clawback policy shall
only apply if the incentive-based compensation is received while we have a class of securities listed on Nasdaq and on or after October
2, 2023. Each of Arik Maimon, our Chairman of the Board and Chief Executive Officer, and Michael De Prado, our Vice Chairman
of the Board and President, have an employment agreement which provides for incentive-based compensation during the term of their employment
agreements with the Company.

 Outstanding Equity Awards at Fiscal Year End

 The following table sets forth information concerning the outstanding
equity awards of each of the Named Executive Officers as of December 31, 2024:Update

 Name
 (a)

 Securities
 Underlying
 Unexercised
 Options (#)
 Exercisable
 (b)

 Securities
 Underlying
 Unexercised
 Options (#)
 Unexercisable
 (c)

 Equity
 Incentive
 Plan
 Awards:
 Securities
 Underlying
 Unexercised
 Unearned
 Options (#)
 (d)

 Option
 Exercise
 Price ($)
 (e)

 Option
 Expiration
 Date
 (f)

 Shares
 or
 Units
 of
 Stock
 That
 Have
 Not
 Vested
 (#)
 (g)
 (9)

 Market
 Value
 of
 Shares
 or
 Units
 of
 Stock
 That
 Have
 Not
 Vested
 ($)
 (h)

 Equity
 Incentive
 Plan
 Awards:
 Number
 of
 Unearned
 Shares,
 Units or
 Other
 Rights
 That
 Have
 Not
 Vested
 (#)
 (i)

 Equity
 Incentive
 Plan
 Awards:
 Market
 or
 Payout
 Value of
 Unearned
 Shares,
 Units or
 Other
 Rights
 That
 Have
 Not
 Vested
 (#)
 (j)

 15,385

 -

 -

 $
 36.40

 15,385 at November 2, 2031

 -

 -

 -

 $
 -

 15,385

 -

 -

 $
 4.16

 15,385 at December 29, 2032

 -

 -

 -

 $
 -

 Michael De Prado

 11,538

 -

 -

 $
 36.40

 11,538 at November 2, 2031

 -

 $
 -

 Michael De Prado

 15,385

 -

 -

 $
 4.16

 15,385 at December 29, 2032

 -

 $
 -

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The following table sets forth, as of December 31, 2024, certain information
with respect to the beneficial ownership of shares of our common stock by: (i) each person known to us to be the beneficial owner of more
than five percent (5%) of our outstanding shares of common stock, (ii) each director of our Company, (iii) each of our executive officers,
and (iv) our directors and executive officers as a group. There were 2,730,058 shares of our common stock outstanding as of December 31,
2024.

 The information presented below regarding beneficial
ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not
necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial owner"
of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the
disposition of the security. A person is deemed to own beneficially any security which such person has the right to acquire sole or shared
voting or investment power within sixty (60) days through the conversion or exercise of any convertible security, warrant, option, or
other right. More than one (1) person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership
by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes
the number of shares as to which such person has the right to acquire voting or investment power within sixty (60) days, by the sum of
the number of shares outstanding as of such date including the number of such shares which such person has the right to acquire. Consequently,
the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below
and under applicable community property laws, we believe that the beneficial owners of our common stock listed below have sole voting
and investment power with respect to the shares shown.

 Unless otherwise indicated, the address of each
shareholder is c/o our Company at our principal office address, 235 Lincoln Rd., Suite 210, Miami Beach, FL 33139.

 Beneficial Owner

 Shares
 Beneficially
 Owned

 Percent of
 Class

 Shalom Arik Maimon (1)
 Chief Executive Officer and Chairman

 289,708
 (1)

 9.10
 %

 Michael De Prado (2)
 President and Vice Chairman

 202,835
 (2)

 6.31
 %

 Adiv Baruch (3)

 63,335
 (3)

 1.97
 %

 Lexi Terrero (4)

 40,000
 (4)

 1.24
 %

 Haim Yeffet (5)

 40,000
 (5)

 1.24
 %

 Shlomo Zakai (6)
 Former Chief Financial Officer

 40,000
 (5)

 1.24
 %

 All Directors and Officers as a Group (6) persons)

 675,878

 21.01
 %

 5% or More Shareholders

 Alize Irrevocable Trust

 195,420

 6.07
 %

 Dinar Zuz LLC (6)

 207,924

 6.47
 %

 AM LAW LLC in trust for Core Development Holdings Corp

 295,282

 9.18
 %

 (1)
 Consists of (i) 127,072 shares, (ii) options to purchase
15,385 shares, exercisable until November 2, 2031 at an exercise price of $36.40 per share, (iii) options to purchase 15,385 shares,
exercisable until December 29, 2032 at an exercise price of $4.16 per share, and (iv) options to purchase 131,866 shares, exercisable
until February 23, 2034 at an exercise price of $0.32 per share.

 (2)
 Consists of (i) 58,697 shares, (ii) options to purchase 11,539
shares, exercisable until November 2, 2031 at an exercise price of $36.40 per share, (iii) options to purchase 15,385 shares, exercisable
until December 29, 2032 at an exercise price of $4.16 per share, and (iv) options to purchase 117,214 shares, exercisable until February
23, 2034 at an exercise price of $0.32 per share

 (3)
 Consists of (i) 4,872 shares, (ii) options to purchase 7,693
shares, exercisable until November 2, 2031 at an exercise price of $36.40 per share, (iii) options to purchase 10,770 shares, exercisable
until December 29, 2032 at an exercise price of $4.16 per share, and (iv) options to purchase 40,000 shares, exercisable until February
23, 2034 at an exercise price of $0.32 per share.

 (4)
 Consists of options to purchase 40,000 shares, exercisable
until February 23, 2034 at an exercise price of $0.32 per share.

 (5)
 Consists of options to purchase 40,000 shares, exercisable
until February 23, 2034 at an exercise price of $0.32 per share.

 (6)
 Consists of options to purchase 40,000 shares, exercisable
until February 23, 2034 at an exercise price of $0.32 per share.

 Changes in Control

 There are no arrangements, known to the Company,
including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in
control of the Company.

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE

 Except as set forth below, since January 1, 2024,
there have been no material transactions, or series of similar transactions, or any currently proposed transactions, or series of similar
transactions, to which we were or are to be a party, in which the amount involved exceeds $120,000, and in which any director or executive
officer, or any security holder who is known by us to own of record or beneficially more than 5% of any class of our common stock, or
any member of the immediate family of any of the foregoing persons, has an interest (other than compensation to our officers and directors
in the ordinary course of business).

 Michael De Prado: On September 18, 2025, while serving as an executive
officer, the Company entered into a Confidential Separation Agreement with Mr. De Prado, paid $110,000 in cash, issued two secured promissory
notes in the principal amounts of $473,000 and $200,000, respectively, and granted a 16-month license to use Fintech (non-MVNO) assets,
with such assets held in escrow by AM Law. Each note is secured by a first-priority security interest in the Company's Fintech
assets pursuant to separate security agreements. The agreements were consummated on October 21, 2025 upon escrow release. Note One is
voluntarily convertible at $0.42 per share and provides piggyback registration rights.

 Shalom Arik Maimon (CEO): On October 17, 2025,
the Company issued an unsecured convertible promissory note to Mr. Maimon in the principal amount of $586,087.62, which is voluntarily
convertible at $0.42 per share and provides piggyback registration rights. The note is voluntarily convertible at $0.42 per share and
includes piggyback registration rights.

 Since January 1, 2024, we made wholesale telecommunication
revenues of $569,000 pursuant to a Bilateral Wholesale Carrier Agreement with Next Communications Inc., a company controlled by Arik
Maimon our Chairman of the Board and our CEO. We realized a gross profit of approximately $9,000 after payment of expenses related to
this transaction. We believe that the terms of this transaction were as favorable to us as could have been obtained from an unaffiliated
third party.

 Related Person Transaction Approval Policy

 While we have no written policy regarding approval
of transactions between us and a related person, our Board, as matter of appropriate corporate governance, reviews and approves all such
transactions, to the extent required by applicable rules and regulations. Generally, management would present to the Board for approval
at the next regularly scheduled Board meeting any related person transactions proposed to be entered into by us. The Board may approve
the transaction if it is deemed to be in the best interests of our shareholders and the Company.

 All future transactions between us and our officers,
directors or five percent shareholders, and respective affiliates will be on terms no less favorable than could be obtained from unaffiliated
third parties and will be approved by a majority of our independent directors who do not have an interest in the transactions and who
had access, at our expense, to our legal counsel or independent legal counsel.

 On October 17, 2025, the Company issued unsecured
convertible promissory notes to (i) Shalom Arik Maimon (CEO) for $586,087.62 and (ii) AM Law for $308,000, each bearing interest at 2%
per annum, convertible at $0.42 per share, and including piggyback registration rights. After issuance, each holder elected to convert
50% of principal at $0.42 per share (Mr. Maimon: $293,043.81 into 697,723 shares; AM Law: $154,000 into 366,666 shares). The Company
also issued a $112,900.11 unsecured convertible note to Schulman on October 17, 2025 on the same terms."

 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 Independent Public Accounting Firm

 Yarel + Partners, located in Tel Aviv, Israel,
has served as the Company's independent public accounting firm since 2023.

 Audit and Accounting Fees

 The following table sets forth the fees billed
to our Company for professional services rendered by Yarel + Partners our independent registered public accounting firm, for fiscal years
ended December 31, 2024 and 2023.

 Services

 2024

 2023

 Audit fees

 $

 $

 Audit related fees

 45,000

 45,000

 Tax fees

 -

 -

 All other fees

 -

 -

 Total fees

 $
 95,000

 $
 95,000

 Our audit committee reviewed or ratified the
engagement of the Company's principal accountant and the fees disclosed above.

 Board of Directors' Pre-Approval Policies

 Our Board of Directors' policy is to pre-approve
all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit related
services, tax services, and other services. Pre-approval is generally provided for up to one year, and any pre-approval is detailed as
to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management
are required to periodically report to the board of directors regarding the extent of services provided by the independent auditors in
accordance with this pre-approval and the fees for the services performed to date. The Board of Directors may also pre-approve particular
services on a case-by-case basis.

 Our Board of Directors reviewed our audited financial
statements contained in our Annual Report on Form 10-K for the 2023 fiscal year. The Board of Directors also has been advised of the
matters required to be discussed pursuant to PCAOB Rule 3526 (Communication with Audit Committees Concerning Independence), which includes,
among other items, matters related to the conduct of the audit of our financial statements.

 Our Board of Directors considered whether the
provision of services other than audit services is compatible with maintaining auditor independence. Based on the review and discussions
referred to above, the Board of Directors has determined that the audited financial statements be included in our Annual Report on Form
10-K for our 2024 fiscal year for filing with the SEC.

 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 (a) Consolidated Financial Statements

INC.

FINANCIAL STATEMENTS

 AS
OF DECEMBER 31, 2024

INC.

FINANCIAL STATEMENTS

 AS
OF DECEMBER 31, 2024

 TABLE
OF CONTENTS

 Page

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 (Firm Name: YAREL + PARTNERS / PCAOB ID No. 1024 / Location: Tel Aviv, Israel)

 CONSOLIDATED FINANCIAL STATEMENTS:

 Consolidated Balance Sheets as of December 31, 2024 and 2023

 Consolidated Statements of Comprehensive Loss for the years ended December 31, 2024 and 2023

 Statements of Changes in Shareholders' Deficit for the years ended December 31, 2024 and 2023

 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023

 Notes to Consolidated Financial Statements

 F-8 – F-28

 _____________________

 ________________________________

 _____________________

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 TO
THE BOARD OF DIRECTORS AND STOCKHOLDERS OF CUENTAS, INC.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Cuentas, Inc. (the Company) as of December 31, 2024 and 2023, and the related
consolidated statements of loss, comprehensive loss, stockholders' deficit, and cash flows for each of the years in the two-year
period ended December 31, 2024, 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 as of December 31, 2024, and 2023, and the
results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with
accounting principles generally accepted in the United States of America.

 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 incurred net losses since its inception, and has not
yet generated sufficient revenues to support its operations. As of December 31, 2024, there is an accumulated deficit of approximately
$58.3 million and a negative working capital of approximately $3.2 million. These conditions, along with other matters as set forth
in Note 1, raise substantial doubt about the Company's ability to continue as a going concern. Management's plans regarding
these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome
of this uncertainty.

 Basis
for Opinion

 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.

 We
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. As part of our audit,
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 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 Matters

 The
critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
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
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. We determined
that there are no critical audit matters.

 /s/ Yarel + Partners

 Yarel
+ Partners

 Certified
Public Accountants (Isr.)

 Tel-Aviv,
Israel

 November
18, 2025

 We
have served as the Company's auditor since 2023

 F- 2

INC.

BALANCE SHEETS

 (USD
in thousands except share and per share data)

 2024

 2023

 Assets

 Current Assets

 Cash and cash equivalents

 Accounts Receivables – related parties

 1,300

 Accounts Receivables - others

 -

 Related parties receivables

 -

 Other current assets

 Investment in unconsolidated entities held for sale (Note 3b)

 -

 Total Current
 Assets

 1,111

 1,760

 Non-Current Assets

 Property and equipment, net

 -

 Investment in unconsolidated entities (Note 3b)

 -

 2,928

 Intangible assets

 -

 Total
 Non-Current Assets

 -

 2,960

 Total
 assets

 1,111

 4,720

 Liabilities and Stockholders' Deficit

 Current Liabilities

 Trade payable

 2,122

 1,497

 Other accounts liabilities

 1,107

 2,230

 Warrants liability, net

 Deferred revenue

 -

 Notes and Loans payable

 Total Current
 Liabilities

 4,281

 4,689

 Non-Current Liabilities

 Other long-term loans

 -

 Total
 Non-Current Liabilities

 -

 Total
 Liabilities

 4,281

 4,790

 Stockholders' Deficit

 Common stock, 0.001 par value each: 50,000,000 shares authorized as of December 31, 2024 and 2023; issued and outstanding 2,719,668 shares as of December 31, 2024 and 2023

 Additional paid-in capital

 55,115

 54,906

 Treasury Stock

 ( 33
)

 ( 33
)

 Accumulated deficit

 ( 58,255
)

 ( 54,946
)

 Total
 Stockholders' Deficit

 ( 3,170
)

 ( 70
)

 Total
 Liabilities and Stockholders' Deficit

 1,111

 4,720

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

 F- 3

INC.

STATEMENTS OF COMPREHENSIVE LOSS

 (USD
in thousands except share and per share data)

 Year ended

 2024

 2023

 Revenues from related parties

 2,250

 Other revenues

 Total revenues

 2,346

 Cost of revenues from related parties

 ( 565
)

 ( 327
)

 Other cost of revenues

 ( 186
)

 ( 2,406
)

 Total cost of revenues

 ( 751
)

 ( 2,733
)

 Gross loss

 ( 75
)

 ( 387
)

 Operating expenses

 Amortization of intangible assets, net

 ( 2
)

 ( 11
)

 Loss on impairment of intangible assets

 ( 17
)

 -

 Selling, general and administrative expenses

 ( 1,899
)

 ( 6,011
)

 Total operating expenses

 ( 1,918
)

 ( 6,022
)

 Operating loss

 ( 1,993
)

 ( 6,409
)

 Other income (expenses)

 Gain from settlement of liabilities, net

 Interest expenses

 ( 118
)

 -

 Loss upon default to pay principal and interest of Promissory Notes

 ( 419
)

 -

 Loss on impairment of held for sale investment in unconsolidated entities

 ( 1,216
)

 -

 Loss on impairment of investment in unconsolidated entities

 ( 700
)

 ( 545
)

 Loss on sale of investment in unconsolidated entity

 ( 65
)

 -

 Gain from change in fair value of derivative warrants liability, net

 4,741

 Total other income (expenses)

 ( 1,316
)

 4,300

 Net loss before equity losses

)

 ( 2,109
)

 Equity losses in unconsolidated entities

 -

 ( 87
)

 Net loss

)

)

 Loss per share (basic and diluted)

 ( 1.22
)

 ( 0.95
)

 Basic and diluted weighted average number of shares of common stock outstanding

 2,719,668

 2,317,213

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

 F- 4

INC.

 STATEMENTS
OF CHANGES IN STOCKHOLDERS' DEFICIT

 (USD
in thousands, except share and per share data)

 Number of Shares

 Amount

 Additional

 paid-in

 capital

 Treasury stock

 Accumulated deficit

 Total stockholders' deficit

 BALANCE AT DECEMBER 31, 2022

 1,473,645

 52,053

 ( 29
)

 ( 52,750
)

 ( 724
)

 Issuance of Shares of Common Stock for cash, net of issuance expenses (**)

 907,679

 1,531

 -

 -

 1,532

 Share based Compensation

 43,144

 -

 -

 -

 Issuance of Shares of Common Stock due to acquisition of an asset

 295,282

 *

 -

 -

 Treasury stock

 ( 227
)

 *

 -

 ( 4
)

 -

 ( 4
)

 Reverse split

 *

 *

 -

 -

 -

 Net loss for the year ended December 31, 2023

 -

 -

 -

 -

)

)

 BALANCE AT DECEMBER 31, 2023

 2,719,668

 54,906

 ( 33
)

 ( 54,946
)

 ( 70
)

 Share based Compensation

 -

 -

 -

 -

 Net loss for the year ended December 31, 2024

 -

 -

 -

 -

)

)

 BALANCE AT DECEMBER 31, 2024

 2,719,669

 55,115

 ( 33
)

 ( 58,255
)

 ( 3,170
)

 (*)
 represents
amount less than $1 thousand.

 (**)
 Issuance
expenses totaled $408

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

 F- 5

INC.

STATEMENTS OF CASH FLOWS

 (USD

 Year ended

 2024

 2023

 CASH FLOWS FROM OPERATING ACTIVITIES:

 Net loss

)

)

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

 Stock based compensation and shares issued for services

 Equity losses in non-consolidated entity

 -

 Loss on sale of investment in unconsolidated entities

 -

 Amortization of discounts and accrued interest on loans

 ( 70
)

 Loss upon default to pay principal and interest of Promissory Notes

 -

 Gain from change in fair value of derivative warrants liability

 ( 695
)

 ( 6,852
)

 Gain from settlement of liabilities, net

 ( 507
)

 -

 Issuance expenses and a day-one loss on derivative warrants liability

 -

 3,127

 Loss on impairment of an investment in an unconsolidated entity

 1,916

 Loss on impairment of intangible asset

 -

 Loss on impairment of property and equipment

 -

 Depreciation expense

 -

 Amortization of intangible assets

 Changes in Operating Assets and Liabilities:

 Decrease (increase) in accounts receivable – related parties

 1,029

 ( 1,102
)

 Decrease in accounts receivable – other

 (Increase) in other current assets

 -

 ( 87
)

 Changes in related parties, net

 ( 172
)

 Increase in accounts payable

 (Decrease) increase in other accounts liabilities

 ( 739
)

 1,548

 (Decrease) increase in deferred revenue

 ( 12
)

 Net cash used in operating activities

 ( 598
)

 ( 4,193
)

 CASH FLOWS FROM INVESTING ACTIVITIES:

 Investment in unconsolidated entities

 -

 ( 2,085
)

 Proceeds from sale of an investment in unconsolidated entity

 Purchase of equipment

 -

 ( 11
)

 Purchase of intangible asset

 -

 ( 303
)

 Proceeds from sale of intangible asset

 -

 Net cash used in investing activities

 ( 2,098
)

 CASH FLOWS FROM FINANCE ACTIVITIES:

 Proceeds from issuance of common stock and warrants, net of issuance expense

 -

 6,034

 Short term loans received

 Short term loans repaid

 ( 75
)

 Treasury stock

 -

 ( 4
)

 Net cash provided by finance activities

 6,030

 (DECREASE) IN CASH AND CASH EQUIVALENTS

 ( 190
)

 ( 261
)

 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

 CASH AND CASH EQUIVALENTS AT END OF YEAR

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

 F- 6

INC.

STATEMENTS OF CASH FLOWS

 (USD

 Non-cash investing and financing activities:

 Sale of investments in an unconsolidated entity

 -

 Issuance of Shares of common stock for investment in unconsolidated entity

 -

 Warrants liability converted into shares of common stock

 -

 Supplemental disclosure of cash flow information:

 Cash paid for taxes

 -

 -

 Cash paid for interest

 -

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

 F- 7

INC.

 NOTES

 (USD

 NOTE
1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 Cuentas,
Inc. (the "Company") was incorporated under the laws of the State of Florida on September 21, 2005. The Company, together
with its subsidiary, Meimoun and Mammon, LLC ( 100 % owned) ("M&M"), is mainly focused on financial technology ("FINTECH")
services, delivering mobile financial services and digital content services to unbanked, underbanked and underserved communities. During
the first two quarters of 2023, the Company made investments into the Real Estate market.

 On May 22, 2025, the Company signed an agreement for the sale of its
full interests in Brooksville Development Partners, LLC ("Brooksville") for total consideration of $ 800,000. See note 3b below.

 On September 3, 2024, the
 Company signed a Non Binding Letter of Intent (LOI) with World Mobile Group Ltd ("World Mobile"), a UK limited company
 to leverage the World Mobile sharing economy to expand network coverage and provide affordable connectivity, while also offering
 Cuentas' digital products to customers.

and World Mobile will collaborate to integrate Cuentas' fintech, banking, payments, remittance, and other financial services into
the World Mobile app and ecosystem. This integration aims to enhance the user experience and expand the range of available services.

 World Mobile transferred $ 50,000 to Cuentas as a refundable Security
Deposit upon signing the LOI. This LOI serves as a preliminary expression of intent between World Mobile and Cuentas and is not legally
binding, except where explicitly stated.

 On
April 21, 2025, the Company and World Mobile entered into a Contribution Agreement to form World Mobile LLC, a Delaware limited liability
company (the "JV Company"), as a joint venture to operate a mobile virtual network operator ("MVNO") business.
The Company will hold a 51 % membership interest and World Mobile will hold a 49 % membership interest in the JV Company, with World Mobile's
appointee serving as the sole managing member. Profits, losses, and cash distributions of the JV Company are generally allocated 85 %
to World Mobile Group and 15 % to the Company, except that for certain "Cuentas-related Brands," such allocations are 85 %
to Cuentas and 15 % to World Mobile Group. The Company contributes rights, title, and interest in its MVNO business (including the PLUM
contract) to the JV Company, while World Mobile contributes $ 300 in capital.

 On
April 23, 2025 and May 15, 2025, Cuentas executed related letter agreements confirming the assignment of its Reseller Master Services
Agreement with UVNV, Inc. (d/b/a PLUM) to the JV Company and granting the Company management of certain Cuentas Mobile brands on the
JV Company platform, with respective profit/loss sharing as noted above.

 GOING
CONCERN

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As of December 31, 2024,
the Company had $ 15 in cash and cash equivalents, $ 3,170 in negative working capital, shareholder's deficit of $ 3,170 and an accumulated
deficit of $ 58,255. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Company's
ability to continue as a going concern is dependent upon raising capital from financing transactions and revenue from operations. Management
anticipates their business will require substantial additional investments that have not yet been secured. Management is continuing in
the process of fund raising in the private equity and capital markets as the Company will need to finance future activities. After the
balance sheet date the Company liquidated its interest in Brooksville and reached several settlement agreements with some of its creditors
(see notes 5). These financial statements do not include any adjustments that may be necessary should the Company be unable to continue
as a going concern.

 F- 8

INC.

 NOTES

 (USD

 NOTE
2– SIGNIFICANT ACCOUNTING POLICIES

 The
consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States
of America ("US GAAP").

 A.
 Use of Estimates

 The
preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States ("'US
GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure
of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and
expenses during the reporting periods. Actual results could differ from those estimates. As applicable to the consolidated financial
statements, the most significant estimates and assumptions relate to fair value of derivative warrants and fair value of stock-based
compensation.

 B.
 Principles of consolidation

 The
consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances
have been eliminated in consolidation.

 C.
 Functional currency

 The
functional currency of the company and its subsidiaries is the U.S dollar.

 D.
 Cash and cash equivalents

 The
Company considers all short-term investments, which are highly liquid investments with original maturities of three months or less at
the date of purchase, to be cash equivalents.

 E.
 Property, plant and equipment, net

 1.
 Property
 and equipment are stated at cost less accumulated depreciation and amortization. The Company
 provides for depreciation and amortization using the straight-line method over the estimated
 useful lives of the related assets, which range from three to five years. Maintenance
 and repair costs are expensed as they are incurred while renewals and improvements which
 extend the useful life of an asset are capitalized. At the time of retirement or disposal
 of property and equipment, the cost and related accumulated depreciation and amortization
 are removed from the accounts and any resulting gain or loss is reflected in the consolidated
 results of operations.

 2.
 Rates of depreciation:

 %

 Vehicles

 F- 9

INC.

 NOTES

 (USD

 NOTE

 F.
 Long lived assets held for sale

 The
company accounted for its long-lived assets held for sale under ASC 360-10 ("Impairment or disposal of Long-lived Assets").

 Under
management decision (see Note 3b), its investment in Brooksville Development Partners, LLC. was intended to be sold.

 The
Company classifies an asset group (an "asset") as held for sale in the period during which (i) the Company has approved and
committed to a plan to sell the asset, (ii) the asset is available for immediate sale in its present condition, (iii) an active program
to locate a buyer and other actions required to sell the asset have been initiated, (iv) the sale of the asset is probable and transfer
of the asset is expected to qualify for recognition as a completed sale within one year, (v) the asset is being actively marketed for
sale at a price that is reasonable in relation to its current fair value, and (vi) it is unlikely that significant changes to the plan
will be made or that the plan will be abandoned.

 The
Company initially and subsequently measures a long-lived asset that is classified as held for sale at the lower of its carrying value
or fair value less any costs to sell. Any loss resulting from this measurement is recognized in operating loss for the period in which
the held for sale criteria are met.

 Upon
designation as an asset held for sale, the Company assesses the fair value of assets held for sale less any costs to sell at each reporting
period until the asset is no longer classified as held for sale. Realization costs of the investment in Brooksville Development Partners,
LLC. are immaterial.

 G.
 Impairment of Long-Lived Assets

 The
Company's long-lived assets, such as property, plant and equipment and identifiable intangible assets, are reviewed for potential
impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment
indicators which could trigger an impairment may include, among others, any significant changes in the manner of our use of the assets
or the strategy of our overall business, certain reorganization initiatives, significant negative industry, or economic trends or when
we conclude that it is more likely than not that an asset will be disposed of or sold. Long-lived assets are reviewed for impairment
in accordance with ASC No. 360, "Property, Plant and Equipment," whenever events or changes in circumstances indicate that
the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison
of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by such assets. If such assets are
considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds
the fair value of the assets. This measurement includes significant estimates and assumptions inherent in the estimate of the fair value
of identifiable intangible assets. Newly acquired and recently impaired indefinite-lived assets are more vulnerable to impairment as
the assets are recorded at fair value and are then subsequently measured at the lower of fair value or carrying value annually or when
triggering events are present. As such, immediately after acquisition or impairment, even small declines in the outlook for these assets
can negatively impact on our ability to recover the carrying value and can result in an impairment charge.

 F- 10

INC.

 NOTES

 (USD

 NOTE

 H.
 Investments in equity securities

 The
Company accounts for investments for which it does not have a controlling interest in accordance with ASC 323, Investments
– Equity Method and Joint Ventures. The Company recognizes its pro-rata share of income and losses in the investment in "Loss
from equity method investment" on the consolidated statement of operations and comprehensive loss, with a corresponding change
to the investment in equity method investment in the consolidated balance sheet until such investment is reduced to zero.

 The
Company accounts for its investments that represent less than 20 % ownership, and for which the Company does not have the ability
to exercise significant influence, using ASU 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial
Assets and Financial Liabilities. The Company measure investments in equity securities without a readily determinable fair value using
a measurement alternative that measures these securities at the cost method minus impairment, if any. Gains and losses on these securities
are recognized in other income and expenses.

 I.
 Deferred Revenue

 The
Company records deferred revenue for any upfront payments received in advance of the Company's performance obligations being satisfied.
These contract liabilities consist principally of unearned new minutes fees. Changes in the deferred revenue balance are driven primarily
by the number of new minutes fees recognized during the period, and the degree to which these reductions to the deferred revenue balance
are offset by the deferral of new minutes fees associated with minutes sold during the period.

 J.
 Revenue Recognition

 The
Company follows paragraph 605-10-S99 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue
when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all the following
criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered
to the customer, (iii) the sales price is fixed or determinable and (iv) collectability is reasonably assured. The Company primarily
generates revenues through the brokering of sales of minutes from one telecommunications carrier to another and to a lesser extent the
sales of prepaid calling minutes to consumers through its Tel3 division. While the Company collects payment for such minutes in advance,
revenue is recognized upon delivery to and consumption of minutes by the consumer. Bonus minutes granted by the company to its customers
are forfeited after twelve consecutive months of non-use at which point the Company recognizes revenue from the forfeiture of prepaid
minutes. Customer accounts go inactive after 1 year and any unused minutes, balance or credits are forfeited.

 The
Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (ASC 606), when a customer obtains
control of promised goods or services, in an amount that reflects the consideration which the Company expect to receive in exchange for
those goods or services. To determine whether arrangements are within the scope of ASC 606, the Company perform the following five steps:
(i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction
price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the
Company satisfies its performance obligation. The Company apply the five-step model to contracts when it is probable that the Company
will collect the consideration the Company are entitled to in exchange for the goods or services the Company transfer to the customer.
At contract inception, once the contract is determined to be within the scope of this guidance, the Company assessed the goods or services
promised within each contract and identify, as a performance obligation, and assess whether each promised good or service is distinct.
The Company then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation
when (or as) the performance obligation is satisfied.

 K.
 Business Segments

 The
Company operates in three-business segments: (i) telecommunications (ii) wholesale telecommunication services (iii) digital products
and general purpose reloadable cards.

 F- 11

INC.

 NOTES

 (USD

 NOTE

 L.
 Concentrations of credit risk

 Financial
instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents as well
as certain other current assets that do not amount to a significant amount. Cash and cash equivalents, which are primarily held in Dollars,
are deposited with major banks in the United States. Management believes that such financial institutions are financially sound and,
accordingly, minimal credit risk exists with respect to these financial instruments. The Company does not have any significant off-balance-sheet
concentration of credit risk, such as foreign exchange contracts, option contracts or other foreign hedging arrangements.

 M.
 Commitments and Contingencies

 The
Company records accruals for loss contingencies arising from claims, litigation and other sources when it is probable that a liability
has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional
information becomes available. Legal costs incurred in connection with loss contingencies are expensed as incurred.

 N.
 Income Taxes

 Income
taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future
tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted
tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Use of net operating loss
carry forwards for income tax purposes may be limited by Internal Revenue Code Section 382 if a change of ownership occurs.

 O.
 Net Loss Per Basic and Diluted Common Share

 Basic
loss per share is calculated by dividing the Company's net loss applicable to common shareholders by the weighted average number
of common shares during the period. Diluted loss per share is calculated by dividing the Company's net loss applicable to common
shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares
outstanding is the basic weighted average number of shares adjusted for any potentially dilutive debt or equity.

 At
December 31, 2024, potentially dilutive securities consisted of 1,650,525 shares of which 354,381 options to purchase of common stock
at prices ranging from $ 0.32 to $ 36.40 per share and 1,296,144 warrants to purchase of common stock at prices ranging from $ 3.60 to $ 4.14
per share. The effects of these options and warrants been excluded as the conversion would be anti-dilutive due to the net loss incurred
in the year ended December 31, 2024.

 At
December 31, 2023, potentially dilutive securities consisted of 1,523,561 shares of which 84,999 options to purchase of common stock
at prices ranging from $ 36.40 to $ 67.93 per share and 1,438,850 warrants to purchase of common stock at prices ranging from $ 1.782 to
$ 69.88 per share. The effects of these options and warrants been excluded as the conversion would be anti-dilutive due to the net loss
incurred in the year ended December 31, 2023.

 F- 12

INC.

 NOTES

 (USD

 NOTE

 P.
 Stock-Based Compensation

 The
Company applies ASC Topic 718-10, "Share-Based Payment," which requires the measurement and recognition of compensation expenses
for all share-based payment awards made to employees and directors (including employee stock options under the Company's stock
plans) based on estimated fair values.

 ASC
Topic 718-10 requires companies to estimate the fair value of equity-based payment awards on the date of grant. The value of the portion
of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company's
statement of operations.

 The
Company recognizes compensation expenses for the value of non-employee awards based on the straight-line method over the requisite service
period of each award The Company accounts for forfeitures as they occur.

 The
Company estimates the fair value of stock options granted as equity awards using a Black-Scholes options pricing model. The option-pricing
model requires a number of assumptions, including the expected volatility, the expected life of the award, the risk-free interest rate
and the expected dividend yield. Changes in the determination of each of the inputs can affect the fair value of the options granted
and the results of operations of the Company.

 Q.
 Fair Value Measurements

 Fair
value of certain of the Company's financial instruments including cash, accounts receivable, account payable, accrued expenses,
notes payables, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair
value in accordance with ASC 820, "Fair Value Measurements and Disclosure" ("ASC 820") defines fair value, establishes
a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value
investments.

 Fair
value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants,
principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect
the risk of non-performance, which includes, among other things, the Company's credit risk.

 Valuation
techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection
and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics
of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820
must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for
inputs and resulting measurement as follows:

 Level
1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities.

 Level
2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in
markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived
principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and

 Level
3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the
fair values.

 Fair
value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in
their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded
disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period
attributable to the following: total gains or losses for the period (realized and unrealized), segregating those gains or losses included
in earnings, and a description of where those gains or losses included in earning are reported in the statement of comprehensive loss.

 F- 13

INC.

 NOTES

 (USD

 NOTE

 R.
 Allocation of proceeds and related issuance costs

 When
multiple instruments are issued in a single transaction (package issuance), the total net proceeds from the transaction are allocated
among the individual freestanding instruments identified. The allocation occurs after identifying all the freestanding instruments and
the subsequent measurement basis for those instruments.

 Financial
instruments that are required to be subsequently measured at fair value (i.e. derivative warrants liability and derivative liability
related to bifurcated embedded conversion feature) are measured at fair value and the remaining consideration is allocated to other financial
instruments that are not required to be subsequently measured at fair value (i.e. certain convertible bridge loans, warrants eligible
for equity classification) and common stock, based on the relative fair value basis for such instruments.

 The
allocation of issuance costs to freestanding instruments was based on an approach that is consistent with the allocation of the proceeds,
as described above.

 Issuance
costs allocated to the derivative warrant liability or bifurcated embedded conversion feature were immediately expensed, as discussed
above. Issuance costs allocated to warrants stock classified as equity component were recorded as a reduction of additional paid-in capital.
Issuance costs allocated to convertible bridge loan (or to the host component of convertible bridge loan if bifurcation was applied)
are recorded as a discount of the host component and accreted over the contractual term of loans up to face value of such loans using
the effective interest method.

 S.
 Derivative Warrants Liability

 The
Company accounts for certain warrants to purchase Ordinary Shares in connection with certain transactions, held by investors, that include
a fundamental transaction feature pursuant to which such warrants could be required to be settled in cash upon certain events, as current
liability according to the provisions of ASC 815-40, "Derivatives and Hedging - Contracts in Entity's Own Equity" ("ASC
815-40"). The Company accounted for these warrants as a financial liability measured upon initial recognition and on subsequent
periods at fair value by using the Black-Scholes Option Pricing Model.

 Certain
warrants that were granted by the Company in connection with certain transactions (see also Note 8) entitle the investors to exercise
the warrants for a variable number of shares and/or for a variable exercise price and thus the fixed-for-fixed criteria is not met. Accordingly,
the warrants were classified as a non-current liability according to the provisions of ASC 815-40, "Derivatives and Hedging - Contracts
in Entity's Own Equity" ("ASC 815-40"). The Company accounted for these warrants as a financial derivative liability
measured upon initial recognition and on subsequent periods at fair value by using the Black-Scholes Option Pricing Model.

 The
fair value of the aforesaid warrants derivative liability is estimated using the Black-Scholes Model which requires inputs such as the
expected term of the warrants, share price volatility and risk-free interest rate. These assumptions are reviewed on a regular basis
and changes in the estimated fair value of the outstanding warrants are recognized each reporting period as part of in the "Financing
(income) expenses, net" line in operations in the accompanying consolidated statement of net loss, until such warrants are exercised
or expired. When applicable, direct issuance expenses that were allocated to the above warrants were expensed as incurred.

 T.
 Recently Issued Accounting Pronouncements Not Yet Adopted

 In
November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended
to provide enhanced segment disclosures. The standard will require disclosures about significant segment expenses and other segment items
and identifying the Chief Operating Decision Maker and how they use the reported segment profitability measures to assess segment performance
and allocate resources. These enhanced disclosures are required for all entities on an interim and annual basis, even if they have only
a single reportable segment. The standard is effective for years beginning after December 15, 2023 and interim periods within annual
periods beginning after December 15, 2024, and early adoption is permitted. The Company does not believe that adoption of this ASU will
have a material impact on the Company's consolidated financial statements.

 In
December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to provide
enhancements to annual income tax disclosures. The standard will require more detailed information in the rate reconciliation table and
for income taxes paid, among other enhancements. The standard is effective for years beginning after December 15, 2024, early adoption
is permitted. The Company does not believe that adoption of this ASU will have a material impact on the Company's consolidated
financial statements

 F- 14

INC.

 NOTES

 (USD

 NOTE
3 –INVESTMENTS IN UNCONSOLIDATED ENTITIES

 The
following table presents Company's investments in unconsolidated entities as of December 31, 2024 and 2023:

 Holding

 As of

 As of

 %

 2024

 2023

 Lakewood (a)

 %

 -

 Brooksville development (b)

 %

 -

 2,015

 Cuentas SDI (c)

 19.99
 %

 -

 -

 2,928

 (a)
 On February 3, 2023, the Company entered into a Membership Interest Purchase Agreement (MIPA) with Core Development Holdings Corporation ("Core"). Core holds approximately 29.3 % of 4280 Lakewood Road Manager, LLC ("Lakewood Manager"), which in turn owns 86.45 % of the membership interests in 4280 Lakewood Road, LLC ("4280 Project"), an affordable multi-family real estate project located in Lake Worth, Florida. Core agreed to sell to the Company 6 % of its interest in the Lakewood Manager to the Company in exchange for 295,282 shares of the Company's common stock, representing 19.99 % of the then outstanding shares of the Company's common stock. The Company closed this transaction on or about March 9, 2023.

 The
 6 % equity in the Lakewood Manager was valued at approximately $ 700. The company used the measurement alternative which provides an accounting
framework for valuing an equity security investment in the absence of a readily determinable fair value. Accordingly, the investment
was accounted for at a cost basis.

 Core
claimed significant financial and other damages because the Company's Shares were never released and delivered to Core even though
Core fulfilled all of its obligations pursuant to the MIPA.

 As
of December 31, 2024, the Company recognized an impairment loss in the amount of $ 700 on its equity investment in 4280 Lakewood Road
Manager, LLC.

 (b)
 On April 13, 2023, the Company signed an Operating Agreement to be a majority member in Brooksville Development Partners, LLC ("Brooksville") with 2 minority members for the purpose of acquiring land for the development of a residential apartment community consisting of approximately 360 apartments. All real and personal property owned by Brooksville shall be owned by Brooksville as an entity, and neither the Members nor the Manager will have any ownership interest in such property. One of the minority members will be the manager of the project.

 On
April 28, 2023, the Company and minority partners in Brooksville closed on the transaction to acquire a 21.8 acre site for development
of the Brooksville project. The Company had deposited an "Initial Capital Contribution" of $ 2,000 into a title insurance
escrow account which was released from escrow by the Title Agent to fund the balance of the purchase price of the Vacant Land, together
with a $ 3,050 bank loan to Brooksville from Republic Bank of Chicago. The Company is currently a 63 % interest holder in Brooksville but
that may change in the future if the Company is not able to raise sufficient financing to complete the project. Since the Company does
not manage or control the LLC and its losses are limited to the cost amount, the Brooksville transaction was accounted for as an investment
in an unconsolidated entity in accordance with ASC 323, using the equity method of accounting with the Company as the acquirer.

 F- 15

INC.

 NOTES

 (USD

 NOTE
3 –INVESTMENTS IN UNCONSOLIDATED ENTITIES (continued)

 On March 13, 2024, the Company through its approximately 63 % participation in Brooksville approved the signing of a Letter of Intent to sell the "Brooksville Property" located at 19200 Cortez Boulevard, Brooksville, Florida 34601.

 The
property was originally purchased on April 28, 2023 for $ 5,050. The $ 3,050 mortgage with Republic Bank of Chicago was amended and restated
on January 27, 2024 for $ 3,055. Additionally, a $ 500 Loan Extension Agreement was executed between the Company and ALF Trust u/a/d September
28, 2023 to ensure the Promissory Note necessary to fund the interest reserve and fees relating to the Loan Extension Agreement and the
working capital needs of the Company. On April 3, 2024 the Company entered into a provisional agreement to sell the "Brooksville
Property" for a total consideration of $ 7,200 whereby the buyer placed a non-refundable $ 100 deposit in escrow and has 60 days
to decide whether to complete the transaction. On September 19, 2024 the Company was advised by Brooksville
that the contract for the sale of the "Brooksville Property" was terminated by the Buyer on September 7, 2024 as this was
the final date for return of their refundable escrow deposit. On July 11, 2024, the Company received definitive notice that the Buyer
was no longer able to commit to purchase the property.

 On
May 22, 2025, the Company signed a Membership Interest Purchase Agreement (MIPA) with Brooksville FL Partners, LLC ("Buyer")
the holder of the minority stake in Brooksville, for the sale of its full interests in Brooksville for total consideration of $ 800. Accordingly,
the entire investment was classified to Investment in Unconsolidated Entities Held for Sale.

 On
May 27, 2025, the MIPA closing took place and the Escrow agent received $ 800 from the Buyer. The Escrow agent completed payments to Cuentas'
4 major creditors whose total debt of $ 1,140 was settled for approx. $ 666.3

 As
of December 31, 2024, Company's management determined that its investment in Brooksville is intended to be sold and accounted for
its investment in Brooksville at fair value. The Company recorded loss on impairment of an investment in an unconsolidated entity of
$ 1,216 in the financial statements for the year ended December 31, 2024.

 (c)
 On May 27, 2022, the Company entered into a Membership Interest Purchase Agreement (the "MIPA") with SDI Black 011, LLC ("SDI Black"), the holders of all the membership interests of SDI Black and Cuentas SDI, LLC, a Florida limited liability ("Cuentas SDI"), for the acquisition of 19.99 % of the membership interests of Cuentas SDI in exchange for $ 750 in addition to a loan in the amount of $ 100 that was provided to Cuentas SDI, LLC for the marketing purposes. SDI Black previously transferred all of its assets including the platform, portals, domain names, and related software necessary to conduct its business to Cuentas SDI. During the year ended December 31, 2022, Cuentas SDI did not repay the loan to the Company and therefore that Company wrote off the entire loan.

 On
June 15, 2023, the OLB Group, Inc. entered into a Membership Interest Purchase Agreement dated as of June 15, 2023 with SDI Black 001,
LLC whereby it acquired 80.01 % of the membership interests of Cuentas SDI, LLC for a purchase price of $ 850. This purchase price resulted
in an impairment loss of $ 537.

 On
May 20, 2024 the Company and OLB Group, Inc., ("OLB") entered into a Membership Interest Purchase Agreement according to
which the Company sold to OLB its 19.99 % membership interest in Cuentas SDI for total consideration of $ 215.5. OLB paid $ 40 at closing
and the remaining $ 175.5 was to be paid in 17 monthly installments of $ 10. Until the balance is paid in full OLB shall reserve in escrow
in favor of the Company, 38,000 shares of common stock of OLB. On May 23, 2025 the Company and OLB signed a settlement agreement according
to which to cover all outstanding balance, OLB will pay the Company upon singing the agreement $ 25 and additional $ 25 as credited. As
of December 31, 2024, the Company recorded $ 99 of credit loss expenses resulting the above agreement.

 F- 16

INC.

 NOTES

 (USD

 NOTE
4 – INTANGIBLE ASSETS

 The
following table presents the Company's intangible assets as of December 31, 2024 and 2023:

 December 31, 2024

 December 31, 2023

 Asset

 Carrying
 Amount

 Accumulated
 Amortization

 Net Book
 Value

 Carrying
 Amount

 Accumulated
 Amortization

 Net Book
 Value

 Domain

 -

 Total

 -

 NOTE
5 – SHORT TERM CREDIT

 A.
 On February 7, 2024, the Company entered into an agreement with 1800 Diagonal Lending LLC, an accredited investor (the "Investor"), pursuant to which the Company sold the investor an unsecured original issuance discount promissory note in the principal amount of $ 178 (the "February Promissory Note"). The Company received net proceeds of $ 150 in consideration of issuance of the February Promissory Note after original issue discount of $ 23 and legal fees of $ 5. The aggregate debt discount of $ 28 is amortized to interest expenses over the respective term of the note. The February Promissory Note incurs a one-time interest charge of 12 % which is added to the principal balance, has a maturity date of November 15, 2024, and requires monthly payments of principal and interest of $ 22 beginning on March 15, 2024. The February Promissory Note may be convertible into common shares of the Company at any time following an event of default at a rate of 65 % of the lowest trading price of the Company's common stock during the ten prior trading days. In addition, upon default, the Company must repay an amount equal to 150 % of the then outstanding amount of principal and accrued interest combined.

 On
April 22, 2024, the Company entered into a second agreement with the Investor, pursuant to which the Company sold the investor an unsecured
original issuance discount promissory note in the principal amount of $ 96 (the "April Promissory Note"). The Company received
net proceeds of $ 75 in consideration of issuance of the April Promissory Note after original issue discount of $ 16 and legal
fees of $ 5. The aggregate debt discount of $ 21 is amortized to interest expenses over the respective term of the note. The April Promissory
Note incurs a one-time interest charge of 12 % which is added to the principal balance, has a maturity date of February 28, 2025,
and requires monthly payments commencing October 2024. The April Promissory Note may be convertible into common shares of the
Company at any time following an event of default at a rate of 65 % of the lowest trading price of the Company's common stock during
the ten prior trading days. In addition, upon default, the Company must repay an amount equal to 150 % of the then outstanding amount
of principal and accrued interest combined. The April Promissory Note also provides that in the event of default in any other agreement
signed by the Company and the Investor (including the February Promissory Note) the April Promissory Note shall at the Investor option,
also be considered to be in a state of default.

 As
of December 31, 2024, the Company failed to pay the repayment amounts under the February Promissory Note and the April Promissory Note
resulting in default of the February Promissory Note and April Promissory Note and calculated the balance of the notes payable at $ 226
and $ 163, respectively, recording a loss of $ 146 as result of the default to pay principal and interest of the February Promissory Note
and April Promissory Note.

 On
May 14, 2025, the Company entered into a Settlement Agreement and Mutual Release (the "1800 Agreement") with 1800 Diagonal
Lending, LLC for the obligations under the February Promissory Note and the April Promissory Note. According to the 1800 Agreement the
Company will pay $ 112.5, for the full release from all liabilities associated with the related judgment and promissory notes.

 On
May 27, 2025, full payment of $ 112.5 was made and on September 6, 2025, the reserve of shares held at the transfer agent were retired.

 F- 17

INC.

 NOTES

 (USD

 NOTE
5 – SHORT TERM CREDIT (continued)

 B.
 On April 12, 2024, the Company entered into a Purchase and Sale of Future Receipts Agreement (the "Purchase Agreement") with EAdvance Services LLC. (the "Buyer"), pursuant to which the Company sold the Buyer future receipts of the Company in the principal amount of $ 80. The Company received net proceeds of $ 76 after origination fee of $ 4. The estimated cost of the financing of $ 40 is amortized to interest expenses over the respective term of the financing, 28 weeks. The Estimated weekly payment based on gross sales calculation was $ 4. As of December 31, 2024, the Company failed to make the weekly payments resulting in default of the Purchase Agreement and calculated the balance of the financing arrangement at $ 367.

 On May 22, 2025, the Company settled outstanding obligations with EAdvance Services LLC for $ 60, with cancellation of all prior UCC filings, liens, encumbrances, or personal guarantees relating to the claim. Mutual releases were also executed by both parties.

 NOTE
6 – OTHER ACCOUNT LIABILITIES

 2024

 2023

 Accrued expenses and other liabilities

 2,135

 Accrued salaries and directors' fee

 1,107

 2,230

 NOTE
7 – WARRANTS LIABILITY, NET

 2024

 2023

 Outstanding at January 1

 -

 Issued to investors

 -

 8,049

 Issued to placement agents

 -

 Exercised

 -

 ( 832
)

 Changes in fair value

 ( 695
)

 ( 6,852
)

 Outstanding at December 31

 For
additional information see Note 10 – Stockholders' Equity.

 F- 18

INC.

 NOTES

 (USD

 NOTE
8 – RELATED PARTY TRANSACTIONS

 A.
 Transactions and balances with related parties

 Year ended
 December 31

 2024

 2023

 Sales:

 Sales to SDI Cuentas LLC (formerly related party see b)

 $

 $

 Sales to Next Communications INC (a company controlled by Arik Maimon, Company's Chairman of the Board and CEO) (a)

 -

 2,181

 Total sales to related parties

 $

 $
 2,250

 Cost of sales:

 Cost of sales from Next Communications INC (a company controlled by Arik Maimon, Company's Chairman of the Board and CEO) (a)

 $

 $
 -

 Total sales to related parties

 $

 $
 -

 B.
 Balances with related parties and officers:

 As of

 As of

 2024

 2023

 Arik Maimon (Chairman of the Board and the CEO)

 -

 Michael De Prado (Vice Chairman of the Board and President)

 -

 Current assets - Related parties

 -

 Next Communications INC (a company controlled by Arik Maimon Company's Chairman of the Board and CEO)

 1,300

 Current assets – Accounts receivables

 1,300

 Total Due from related parties

 1,472

 (a)
 On
June 26, 2009 the Company and Next Communications INC ("Next") entered into Bilateral Wholesale Carrier Agreement according
to which the Company and Next will provide and purchase from time to time telecommunications transport services from each other and to
other carriers at price determined in the agreement and as may mutually change from time to time. The Agreement shall continue on a month-to-month
basis unless either Party notifies the other in writing not less than 30 days prior of its intent to terminate this Agreement.

 F- 19

INC.

 NOTES

 (USD

 NOTE
9 – STOCK OPTIONS

 On
June 17, 2021 the Board of Directors of the Company approved the Cuentas Inc. 2021 Share Incentive Plan (the "2021 Plan").
which was approved by the shareholders during the Annual Shareholders Meeting held on December 15, 2021. The maximum number of shares
of stock reserved and available for issuance under the 2021 Plan is 242,308 shares. The purpose of the 2021 Plan is to
promote the long-term success of the Company and the creation of stockholder value by encouraging service providers to focus on critical
long-range corporate objectives and linking service provides directly to stockholder interest through increase stock ownership.

 On
November 17, 2023, the Board of Directors of the Company approved the 2023 Share Incentive Plan (the "2023 Plan"), which
was approved by the shareholders during the Annual Shareholders Meeting held on December 20, 2023. The maximum number of shares of stock
reserved and available for issuance under the 2023 Plan is 520,000 shares. The purpose of the 2023 Plan is to provide
incentives which will attract, retain and motivate highly competent persons as officers, employees and non-employee directors, of,
and consultants to, the Company and its subsidiaries and affiliates.

 The
following table presents the Company's stock option activity for employees and directors of the Company for the year ended December
31, 2024 and 2023:

 Options

 Weighted

 Average

 Exercise

 Price

 Outstanding at January 1, 2023

 128,477

 56.44

 Granted

 -

 -

 Exercised

 -

 -

 Forfeited

 ( 34,616
)

 36.40

 Expired

 ( 8,862
)

 158.73

 Outstanding at January 1, 2024

 84,999

 36.97

 Granted

 270,920

 $
 0.32

 Exercised

 -

 -

 Forfeited

 ( 9,231
)

 $
 41.65

 Outstanding at December 31, 2024

 346,688

 $
 8.21

 Number of options exercisable at December 31, 2024

 346,688

 $
 8.21

 The
stock options outstanding as of December 31, 2024, have been separated into exercise prices, as follows:

 Exercise price

 Stock options
 outstanding

 Weighted
 average
 remaining
 contractual
 life – years

 Stock options
 exercisable

 As of December 31, 2024

 36.4

 75,768

 5.07

 75,768

 0.32

 270,920

 9.15

 270,920

 346,688

 346,688

 The
stock options outstanding as of December 31, 2023, have been separated into exercise prices, as follows:

 Exercise price

 Stock options
 outstanding

 Weighted
 average
 remaining
 contractual
 life – years

 Stock options
 exercisable

 As of December 31, 2023

 67.93

 1,538

 0.27

 1,538

 36.40

 83,461

 6.38

 83,461

 84,999

 84,999

 F- 20

INC.

 NOTES

 (USD

 NOTE
9 – STOCK OPTIONS (continued)

 The
aggregate intrinsic value of the awards outstanding as of December 31, 2024 and 2023 is $ 0. These amounts represent the total intrinsic
value, based on the Company's stock price of $ 0.11 and $ 0.68 as of December 31, 2024 and 2023, respectively, less the weighted
exercise price. This represents the potential amount received by the option holders had all option holders exercised their options as
of that date.

 Expenses
incurred in respect of stock options for employees and directors, for the year ended December 31, 2024 and 2023 were $ 209 and $ 37, respectively.
The Company did not recognize an income tax benefit related to stock-based compensation as it's not recognized for tax purposes
and a full valuation allowance was recorded as it relates to the deferred tax asset of the Company.

 As
of December 31, 2024, there are 166,538 options available for future grants under the 2021 Plan and 249,080 options available for future
grants under the 2023 Share Incentive Plan.

 NOTE
10 – STOCKHOLDERS' EQUITY

 On
March 7, 2023 the Company issued 295,282 shares of its Common Stock pursuant to its February 3, 2023 Membership Interest Purchase Agreement
detailed in Note 1 above.

 On
March 16, 2023, the Company issued 15,385 shares of its Common Stock pursuant to a settlement agreement with a shareholder of the Company.
The fair market value of the shares at the issuance date was approximately $ 112.

 On
March 27, 2023, the Company issued 27,759 shares of its Common Stock pursuant to a Service Agreement between the Company and a service
provider. The fair market value of the shares at the issuance date was approximately $ 143.

 SECURITIES
OFFERING

 On
February 6, 2023, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with an institutional
investor (the "Investor") for the purpose of raising approximately $ 5,000 in gross proceeds for the Company. Pursuant
to the terms of the Purchase Agreement, the Company agreed to sell, in a registered direct offering, an aggregate of (i) 163,344 shares
(the "Shares") of the Company's common stock ("Common Stock") and (ii) pre-warrants to purchase up to 128,031 shares
of Common Stock (the "Pre-Funded Warrants" and such shares of Common Stock issuable upon exercise of the Pre-Funded Warrants,
the "Pre-Funded Warrant Shares") and, in a concurrent private placement, warrants (the "Purchase Warrants") to
purchase 291,375 shares of Common Stock (the shares of Common Stock issuable upon exercise of the Purchase Warrants, the "Purchase
Warrant Shares"). The combined purchase price per Share and Purchase Warrant is $ 17.16 and the combined purchase
price per Pre-Funded Warrant and Purchase Warrant of $ 17.16. The Pre-Funded Warrants were sold, in lieu of shares of Common Stock,
to any Investor whose purchase of shares of Common Stock in the Registered Offering would otherwise result in such Investor, together
with its affiliates and certain related parties, beneficially owning more than 4.99 % (or, at such Investor's option upon issuance, 9.99 %)
of the Company's outstanding Common Stock immediately following the consummation of the Registered Offering. Each Pre-Funded Warrant
represents the right to purchase one share of Common Stock at an exercise price of $ 0.0013 per share. As of March 31, 2023 the Pre-Funded
Warrants were exercised in full. The Purchase Warrants will be exercisable on or before August 5, 2023 and will expire on August
5, 2028 at an exercise price of $ 17.36 per share. The closing of the sales of these securities under the Purchase Agreement occurred on
or about February 8, 2023. H.C. Wainwright & Co., LLC ("Wainwright") acted as exclusive placement agent for the offering
pursuant to an engagement agreement between the Company and Wainwright dated as of December 13, 2022.

 As
compensation for such placement agent services, the Company agreed to pay Wainwright an aggregate cash fee equal to 7.0 % of the
gross proceeds received by the Company from the offering, plus a management fee equal to 1.0 % of the gross proceeds received by
the Company from the offerings, a non-accountable expense of $ 65 and $ 16 for clearing expenses. The Company has also agreed
to issue to Wainwright or its designees warrants to purchase 20,397 shares of Common Stock (the "PA Warrants" and
the shares of Common Stock issuable upon exercise of the PA Warrants, the "PA Warrant Shares"). The PA Warrants
have a term of five years from the issuance date and have an exercise price of $ 23.17 per share. The net proceeds
to the Company from the registered direct offering and concurrent private placement, after deducting the Placement Agent's fees
and expenses and the Company's offering expenses were $ 4,319.

 F- 21

INC.

 NOTES

 (USD

 NOTE
10 – STOCKHOLDERS' EQUITY (continued)

 The
Purchase Warrants and the PA Warrant Shares were classified as financial liability because of the repurchase provisions in such warrants
that permit the holders of such warrants, in the event of a fundamental transaction, to receive a cash consideration that is not the
same as the consideration payable to the common stockholders (see also Note 2R). The Company uses the Black-Scholes valuation model to
estimate fair value of these warrants. In using this model, the Company makes certain assumptions about risk-free interest rates, dividend
yields, expected stock price volatility, expected term of the warrants and other assumptions. Expected volatility was calculated based
upon historical volatility of the Company. Risk-free interest rates are derived from the yield on U.S. Treasury debt securities. Dividend
yields are based on historical dividend payments, which have been zero to date. The expected term of the warrants is based on the time
to expiration of the warrants from the measurement date.

 The
following table summarizes the observable inputs used in the valuation of the derivative warrant liabilities issued in February 2023:

 February 6,

 2023

 2023

 2024

 Share price (U.S. dollars)

 $
 14.69

 $
 0.68

 $
 0.11

 Exercise price (U.S. dollars)

 $
 17.3 - $ 23.17

 $
 23.17

 $
 23.17

 Expected volatility

 177.76
 %

 141.19
 %

 162.05
 %

 Risk-free interest rate

 4.44
 %

 4.23
 %

 4.38
 %

 Dividend yield

 -

 -

 -

 Expected term (years)

 5.00

 4.10

 3.10

 Fair value

 $
 4,422

 $

 $

 On
August 21, 2023, the Company entered into a common stock warrant exercise inducement offer letter (the "Inducement Letter")
with a certain holder (the "Holder") of existing warrants to purchase shares of the Company's common stock at an exercise
price of $ 7.67 per share, issued on August 8, 2022 and of the Purchase Warrants having an exercise price of $ 17.16 per share which were
issued on February 8, 2023 (together, the "Existing Warrants"). Pursuant to the Inducement Letter, the Holder agreed to exercise
for cash its Existing Warrants to purchase an aggregate of 616,303 shares of the Company's common stock, at a reduced exercised
price of $ 3.30 per share, in consideration for the Company's agreement to issue a new warrant (the "Inducement Warrant"),
to purchase up to 1,232,606 shares of the Company's common stock at an exercise price of $ 3.30, subject to certain anti-dilution
adjustments. The Inducement Warrant is exercisable for five and a half years commencing on the date shareholders of the Company approve
the issuance of the Inducement Warrant ("Shareholder Approval") under applicable rules of Nasdaq. The Company received aggregate
gross proceeds of approximately $ 2,034 from the exercise of the Existing Warrants by the Holder and the sale of the Inducement Warrants,
before deducting placement agent fees and other offering expenses payable by the Company. The Company engaged H.C. Wainwright & Co.,
LLC ("Wainwright") to act as its exclusive placement agent in connection with the transactions summarized above and paid
Wainwright a cash fee of $ 142 ( 7.0 % of the gross proceeds received from the exercise of the Existing Warrants) as well as a management
fee of $ 20 ( 1.0 % of the gross proceeds from the exercise of the Existing Warrants). The Company also paid Wainwright $65for non-accountable
expenses and $ 16 as a closing fee. The Company also issued to designees of Wainwright warrants to purchase up to an aggregate of 43,141
shares of common stock of the Company having the same terms as the Inducement Warrant except for an exercise price equal to $ 4.455 per
share.

 The
Inducement Warrant and the PA Warrant Shares were classified as financial liability because of the repurchase provisions in such warrants
that permit the holders of such warrants, in the event of a fundamental transaction, to receive a cash consideration that is not the
same as the consideration payable to the common stockholders (see also Note 2R). The Company uses the Black-Scholes valuation model to
estimate fair value of these warrants. In using this model, the Company makes certain assumptions about risk-free interest rates, dividend
yields, expected stock price volatility, expected term of the warrants and other assumptions. Expected volatility was calculated based
upon historical volatility of the Company. Risk-free interest rates are derived from the yield on U.S. Treasury debt securities. Dividend
yields are based on historical dividend payments, which have been zero to date. The expected term of the warrants is based on the time
to expiration of the warrants from the measurement date.

 F- 22

INC.

 NOTES

 (USD

 NOTE
10 – STOCKHOLDERS' EQUITY (continued)

 The
following table summarizes the observable inputs used in the valuation of the derivative warrant liabilities issued in August 2023:

 August 21,

 2023

 2023

 2024

 Share price (U.S. dollars)

 $
 3.3

 $
 0.68

 $
 0.11

 Exercise price (U.S. dollars)

 $
 3.3 - $ 4.455

 $
 3.3 - $ 4.455

 $
 3.3 - $ 4.455

 Expected volatility

 172.37
 %

 169.28
 %

 161.28
 %

 Risk-free interest rate

 4.44
 %

 4.23
 %

 4.38
 %

 Dividend yield

 -

 -

 -

 Expected term (years)

 5.5

 5.5

 4.5

 Fair value

 $
 4,047

 $

 $

 NOTE
11 – COMMITMENTS AND CONTINGENCIES

 From
time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business.
However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time
that may harm our business.

 On
May 1, 2019, the Company received a notice of demand for arbitration from Secure IP Telecom, Inc. ("Secure IP), who allegedly had
a Reciprocal Carrier Services Agreement ("RCS") exclusively with Limecom and not with the Company. The arbitration demand
originated from another demand for arbitration that Secure IP received from VoIP Capital International ("VoIP") in March
2019, demanding $ 1,053 in damages allegedly caused by unpaid receivables that Limecom assigned to VoIP based on the RCS. On or about
October 5, 2020, the trial court appointed a receiver over Limecom, Inc. ("Limecom") in the matter of Spectrum Intelligence
Communications Agency, LLC. v. Limecom, Inc., case no. 2018-027150-CA-01 pending in the 11th Circuit for Miami-Dade County, Florida.
On September 5, 2020, Secure IP Telecom, Inc. ("Secure IP") filed a complaint against Limecom, Heritage Ventures Limited
("Heritage"), an unrelated third party and owner of Limecom, and the Company, case no. 20-11972-CA-01. Secure IP alleges
that the Company received certain transfers from Limecom during the period that the Company wholly owned Limecom that may be an avoidable
under Florida Statute § 725.105. On July 13, 2021, the two cases were consolidated, and are now pending before the same trial court
under the former case number. The Company has answered and denied any liability with respect to both complaints. To the extent the Company
has exposure for any transfers from Limecom, Heritage has indemnified the Company for any such liability and the Company has a pending
cross-claim against Heritage for purposes of enforcing the indemnification obligation. A review of the books and records of the Company
reflect aggregate transfers from Limecom to the Company or its affiliates of less than $ 600. The Company's books and records reflect
that the Company fully reimbursed Limecom through direct payment of expenses of Limecom and through issuance of shares by the Company
to employees or other vendors on behalf of Limecom for settlement and release of claims the employees or vendors may have asserted against
Limecom. The books and records of the Company therefore do not reflect an identifiable avoidable transfer, but this analysis may change
as the discovery process continues. At this time, based upon an analysis of the Company's books and records, the loss contingency
is not capable of reasonable estimation under the above circumstances, and the likelihood of an adverse judgment is not probable at this
time. An adverse judgment in this matter is reasonably possible and based upon an analysis of litigation costs and likelihood of a settlement.
As of December 31, 2024, the company accrued $ 300 due to this matter.

 F- 23

INC.

 NOTES

 (USD

 NOTE
11 – COMMITMENTS AND CONTINGENCIES (continued)

 On October 4, 2022, Crosshair Media Placement, LLC, a Kentucky based
marketing company, filed and served a complaint on Cuentas for breach of contract alleging breach of contract damages of $ 630, which case
remains pending in the United States District Court for the Western District of Kentucky, case no. 3:22-CV-512-CHB. On May 9, 2023, the
Company and the plaintiff attended a court settlement conference before the federal magistrate judge presiding over the matter. On May
13,, the Company's President and Chief Executive Officer executed a joint personal guaranty in favor of Crosshair Media Placement,
LLC, securing the full payment of amounts owed by the Company pursuant to a judgment in the amount of $ 454, plus accrued interest and
attorney's fees. Pursuant to an agreement with Crosshair Media Placement, LLC's legal counsel, the parties agreed to a full
and final settlement in the amount of $ 466, inclusive of interest and legal fees. Payment was remitted on May 27, 2025, by the escrow
agent in connection with the closing of the Membership Interest Purchase Agreement.

 On
February 8, 2023, a former employee of the Company, filed a complaint for breach of employment agreement alleging the Company failed
to pay her certain compensation she alleges she was entitled to upon her resignation. On May 22, 2025, the Company entered into a settlement
agreement to resolve a previously adjudicated legal matter with a full and final payment of $ 28, inclusive of interest and legal fees.
The settlement included mutual releases of claims by both parties.

 NOTE
12 – SEGMENTS OF OPERATIONS

 The
Company reports segment information based on the "management" approach. The management approach designates the internal reporting
used by management for making decisions and assessing performance as the source of the Company's reportable operating segments.
The Company manages its business primarily on a product basis. The accounting policies of the various segments are the same as those
described in Note 2, "Summary of Significant Accounting Policies." The Company evaluates the performance of its reportable
operating segments based on net sales and gross profit.

 A.
 Revenue by product:

 Year ended December 31,

 2024

 2023

 Telecommunications

 Wholesale telecommunication services

 2,181

 Digital products and General Purpose Reloadable Cards

 $
 2,346

 B.
 Gross loss by product:

 Year ended December 31,

 2023

 Telecommunications

 ( 44
)

 ( 265
)

 Wholesale telecommunication services (*)

 Digital products and General Purpose Reloadable Cards

 ( 35
)

 ( 132
)

 ( 75
)

 ( 387
)

 (*)
 On
July 17, 2023 the Company and ASAL Communication, S.A. DE C.V ("ASAL") entered into an Interconnection Agreement according
to which ASAL shall provide the Company intermediary telecommunication services consisting of data, voice and other traffic though ASAL's
public telecommunication network, in order to terminate them in Mexico at price determined in the agreement and as may mutually change
from time to time. The agreement shall be in effect for the initial period of one year and may be terminated by either party after the
laps of the initial period by providing a written notice of termination of at least 90 days in advance.

 F- 24

INC.

 NOTES

 (USD

 NOTE
12 – SEGMENTS OF OPERATIONS (continued)

 C.
 Long lived assets by product:

 Year ended December 31,

 2024

 2023

 Telecommunications

 -

 -

 Wholesale telecommunication services

 -

 -

 Digital products and General Purpose Reloadable Cards

 -

 -

 For
the year ended December 31, 2024 and December 31, 2023, the Company's sales to Next Communications INC were approximately
 84 % and 93 % and to Cuentas SDI LLC approximately 12 % and 3 % of the Company's total revenue, respectively. All of the Company's
sales were generated in the U.S in 2024 and 2023.

 NOTE
13 – INCOME TAX

 Internal
Revenue Code Section 382 ("IRC 382") potentially limits the utilization of NOLs and tax credits when there is a greater than
 50 % change of ownership. The Company has not performed an analysis under IRC 382 related to changes in ownership, which could place certain
limits on the company's ability to fully utilize its NOLs and tax credits. The Company's has added a note to its financial
statements to disclose that there may be some limitations and that an analysis has not been performed. In the interim, the Company has
placed a full valuation allowance on its NOLs and other deferred tax items.

 We
recognized income tax benefits of $ 0 during the years ended December 31, 2024 and December 31, 2023. When it is more likely than not
that a tax asset will not be realized through future income, the Company must allow for this future tax benefit. We provided a full valuation
allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is
more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward period.

 The
Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the years ended
December 31, 2024 or December 31, 2023 applicable under FASB ASC Topic 740. We did not recognize any adjustment to the liability for
uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the balance sheet.
All tax returns for the Company remain open.

 A.
 The following is reconciliation between the theoretical tax on pre-tax income, at the tax rate applicable to the Company and the tax expense reported in the financial statements:

 Year ended December 31

 2024

 2023

 US Dollars

 Pretax loss

)

)

 Federal and State statutory rate

 26.5
 %

 26.5
 %

 Income tax computed at the ordinary tax rate

 Stock-based compensation

 ( 55
)

 ( 54
)

 Non-deductible expenses

 -

 -

 Other permanent differences

 ( 342
)

 1,254

 Losses and timing differences in
 respect of which no deferred taxes were generated

 ( 480
)

 ( 1,782
)

 -

 -

 F- 25

INC.

 NOTES

 (USD

 NOTE
13 – INCOME TAX (continued)

 B.
 Deferred taxes result primarily from temporary differences in the recognition of certain revenue and expense items for financial and income tax reporting purposes. Significant components of the Company's future tax assets are as follows:

 Year ended December 31

 2024

 2023

 Composition of deferred tax assets:

 US Dollars

 Non capital loss carry forwards

 10,785

 10,305

 Valuation allowance

 ( 10,785
)

 ( 10,305
)

 -

 C.
 A valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized. Management has determined, based on its recurring net losses, lack of a commercially viable product and limitations under current tax rules, that a full valuation allowance is appropriate.

 US Dollars

 Valuation allowance, December 31, 2023

 10,305

 Increase

 Valuation allowance, December 31, 2024

 10,785

 The
net federal operating loss carry forward will begin expire in 2039. This carry forward may be limited upon the consummation of a business
combination under IRC Section 382.

 NOTE
13 – LOSS PER SHARE

 Basic
loss per share is computed by dividing net loss by the weighted average number of shares outstanding during the year. The weighted average
number of shares of common stock used in computing basic and diluted loss per share for the years ended December 31, 2024 and 2023, are
as follows:

 Year ended December 31

 2024

 2023

 Number of shares

 Weighted average number of shares of common stock outstanding attributable to shareholders

 2,719,668

 2,317,213

 Total number of shares of common stock related to outstanding options and warrants, excluded from the calculations of diluted loss per share

 1,650,525

 1,523,849

 F- 26

INC.

 NOTES

 (USD

 NOTE
14 – SUBSEQUENT EVENT S

 Interactive
Communications International, Inc., termination agreement.

 See
Note 3c above.

 1800
Diagonal Lending, LLC

 See
Note 5A above.

 Disposal
of Ownership Interest in Brooksville Development Partners

 See
Note 3b above.

 EAdvance
Services LLC.

 See
Note 5B above.

 Settlement
of Legal and Other Contingencies

 Crosshair
Media Placement, LLC: On May 13, 2025, Cuentas' President and CEO provided a Joint Personal Guaranty to Crosshair Media Placement,
LLC for the full payment of amounts owed by Cuentas pursuant to a judgment totaling $ 454 plus interest and attorney's fees.

 Alexandra
Calicchio: On May 22, 2025, Cuentas entered into a settlement agreement for $ 28 to satisfy a judgment originating from a previously
adjudicated legal matter, with mutual release of claims.

 The
Company has evaluated all other events or transactions that occurred after balance sheet date through the date these consolidated financial
statements were issued and determined that no other material subsequent events required disclosure or adjustment in the financial statements.

 Convertible
notes

 On September 22, 2025 and October 1, 2025, Cuentas, Inc. (the "Company")
entered into two Convertible Note Purchase Agreements with World Mobile Group Ltd. (the "Investor") for aggregate principal
of $ 385 (the "WM Notes"). The first agreement provided for $ 260,000 of notes (Sept. 22, 2025) and the second provided for
$ 125 of notes (Oct. 1, 2025). The WM Notes are convertible into shares of the Company's common stock pursuant to their terms. Closings
occurred on the agreement dates. As conditions to closing, the Company agreed to deliver an irrevocable transfer-agent instruction letter
and to provide a customary reserve of shares for conversions. The September 22 agreement also provides the Investor the right to designate
one director to the Company's board so long as the Investor and its affiliates beneficially own at least 5 % of the Company, and
it grants certain protective approval rights tied to covenants and event-of-default actions under the notes.

 On
September 18, 2025, the Company and Mr. De Prado executed a Confidential Separation Agreement and related financing documents. In
connection with his departure, the Company agreed to pay $ 110 in cash and issued two secured promissory notes to Mr. De Prado: (i)
Note One in the principal amount of $ 473, bearing interest at 2.0 % per annum, maturing upon the earlier of (A) a qualified financing
of at least $ 2,000or (B) one year from issuance (default interest 18 %); and (ii) Note Two in the principal amount of $ 200, maturing
on the first anniversary of issuance, with the holder's exclusive option at maturity to require either cash payment of all
outstanding principal and accrued interest or the transfer by the Company, via certificate of sale, of all non-telecom/MVNO assets
that comprise the Company's Fintech division (no cash interest unless default; 8 % default interest). Each De Prado note is
secured by a first-priority security interest in the Company's Fintech (non-MVNO) assets pursuant to separate security
agreements

 F- 27

INC.

 NOTES

 (USD

 NOTE
14 – SUBSEQUENT EVENT S (continued)

 On
October 17, 2025, the Company issued three additional unsecured convertible promissory notes: (i) a note to Shalom Arik Maimon (CEO)
in the principal amount of $ 586; (ii) a note to Schulman in the principal amount of $ 113; and (iii) a note to AM Law in the principal
amount of $ 308Each bear's interest at 2 % per annum with 15 % default interest and is voluntarily convertible at the holder's
option into common stock at $ 0.42 per share; the notes also provide piggyback registration rights. After issuance, Mr. Maimon instructed
conversion of 50 % of his note ($ 293) into 697,723 shares, and AM Law instructed conversion of 50 % of its note ($ 154) into 366,666 shares,
in each case at $ 0.42 per share.

 Fintech
license.

 Also
on September 18, 2025, the Company entered into a 16-month license with Mr. De Prado granting use and access to the Fintech assets (as
detailed in Schedule A) with those assets to be held in escrow by AM Law until the Note Two option is exercised. MVNO assets are expressly
excluded. The various agreements with Mr. Michael De Prado were signed on September 18, 2025 but were not fully consummated until October
21, 2025 upon the release of the deliverables from escrow by the escrow agent.

 Engagement
Letter with Maxim Group LLC

 On October 13, 2025, the Company entered into an engagement letter with Maxim Group LLC ("Maxim"), a registered
broker-dealer and investment bank, pursuant to which Maxim was engaged to act as the exclusive managing underwriter and sole
book-running manager for a proposed follow-on public offering (the "Offering") of the Company's common stock, par
value $ 0.001 per share, and/or units consisting of common stock and warrants.

 Under the terms of the engagement letter, the
Offering is expected to be conducted on a firm commitment basis and may include an overallotment option for up to 15 % additional
securities. Maxim is entitled to receive an underwriting discount of 8 % of the public offering price and underwriter warrants equal
to 8 % of the total number of securities sold in the Offering. These warrants will be exercisable six months after the effective date
of the registration statement, at an exercise price equal to 100 % of the public offering price, and will expire five years after
issuance.

 The Company agreed to pay Maxim an advance of $ 15,000 upon execution
of the engagement letter, plus an additional $ 10 upon filing the registration statement, as reimbursement for accountable out-of-pocket
expenses. In addition, the Company shall be responsible for all legal, regulatory, and related offering expenses, including Maxim's
legal fees up to $ 125,000 in the event of a closing, or $ 25,000 if no closing occurs.

 The
engagement letter also grants Maxim a right of first refusal for 18 months following the closing of the Offering to act as the Company's
exclusive underwriter, placement agent, or financial advisor in any future public or private equity, equity-linked, or debt offering
(excluding bank debt).

 The
engagement letter includes standard indemnification and contribution provisions in favor of Maxim and its affiliates, customary lock-up
requirements for company officers, directors, and major shareholders for a period of six months post-offering, and requires that the
Company maintain NASDAQ or NYSE listing, audited PCAOB financial statements, and key man insurance.

 This
engagement letter was approved and signed by the Company's Chief Executive Officer on October 13, 2025 and remains effective through
August 31, 2026, unless earlier terminated under the conditions specified therein.

 Hallo 015
Agreement

 On November 1, 2025, the Company, through
its subsidiary World Mobile LLC, entered into a Distribution Agreement with International Communications 015 Ltd (dba "Hallo 015"),
an Israeli telecommunications distributor. Under the agreement, Hallo 015 was granted a non-exclusive worldwide right to distribute the
Company's eSIM products through its authorized network of retailers and online channels. The initial term of the agreement is three
years with automatic one-year renewals unless terminated earlier in accordance with its terms. The arrangement provides for an initial
purchase of 1,000 eSIMs at $15.00 per month per unit, with weekly billing based on first-use activation and a credit facility of $5,000
established for the distributor. The Distributor is responsible for Israel termination at its own cost and for maintaining regulatory
compliance and sales support within its territory. The Company retains all intellectual-property rights and may adjust discounts or terminate
for convenience upon 90 days' written notice.

 F- 28

 (b) Exhibits

 Exhibit

 Update for new agreements incl.
 World mobile.

 Filed

 Incorporated
 by reference

 Number

 Exhibit
 Description

 herewith

 Form

 Exhibit

 Filing
 date

 3.1

 Amended
 and Restated Articles of Incorporation, dated August 21, 2020.

 3.1

 2020-08-21

 3.2

 Amended
 and Restated Bylaws, dated August 21, 2020.

 3.2

 2020-08-21

 3.3

 Certificate
 of Amendment to Amended and Restated Articles of Incorporation, filed on January 28, 2021.

 3.1

 2021-02-05

 3.4

 Certificate
 of Amendment to Amended and Restated Articles of Incorporation, filed on March 23, 2023.

 3.1

 2023-03-30

 4.1

 Form
 of Common Stock Warrant

 4.1

 2022-08-09

 4.2

 Form
 of Pre-Funded Warrant

 4.2

 2022-08-09

 4.3

 Form
 of Placement Agent Warrant

 4.3

 2022-08-09

 4.4

 Form
 of Pre-Funded Warrant

 4.1

 4.5

 Form
 of Purchase Warrant

 4.2

 4.6

 Form
 of Placement Agent Warrant

 4.3

 4.7

 Form
 of Inducement Warrant issued to Armistice

 4.1

 2023-08-23

 4.8

 Form
 of Placement Agent Warrant

 S-3*

 4.8

 2023-11-22

 10.11

 Binding
 Letter of Intent with Core Development Holdings Corporation ("Core")

 10.1

 2023-01-05

 10.12

 Amendment
 to Binding Letter of Intent

 10.3

 10.13

 Membership
 Interest Purchase Agreement (MIPA)

 10.1

 10.14

 Assignment
 and Assumption of Membership Interests

 10.2

 10.15

 Limited
 Guaranty Agreement

 10.4

 10.16

 Form
 of Securities Purchase Agreement

 10.1

 10.24

 Form
 of Inducement Letter

 10.1

 2023-8-23

 10.26

 First
 Amendment to Mortgage and Assignment of Leases

 10.2

 2024-3-14

 10.27

 Amended
 and Restated Promissory Note

 10.4

 2024-3-14

 10.29

 World Mobile-Hallo 015-SIM Distribution Agreement 051125

 14.1

 Code of Business Conduct and Ethics

 X

 19.1

 Insider Trading Policy

 X

 21.1

 Subsidiaries

 X

 23.1

 Consent of Yarel + Partners

 X

 31.1

 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act

 X

 31.2

 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act

 X

 32.1

 Certification Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act

 X

 32.2

 Certification Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act

 X

 97.1

 Executive Compensation Clawback Policy

 X

 101.INS

 X

 101.SCH

 X

 101.CAL

 Document

 X

 101.DEF

 Document

 X

 101.LAB

 X

 101.PRE

 Document

 X

 Cover Page Interactive Data File (formatted as Inline

 X

 *

 Form S-3 (Registration
 No. 333-275724).

 Form

 Exhibit
 Number

 Description

 Filing
 Date

 11.1

 Letter
 of Intent

 11.2

 First
 Amendment to Mortgage and Assignment of Leases

 11.3

 Certificate
 of Company Resolution for Republic Bank of Chicago Loan Extension

 11.4

 Amended
 and Restated Promissory Note

 11.5

 Press
 Release distributed March 14, 2024

 12.1

 Letter
 of Intent

 2024-05-07

 13.1

 Letter
 of Intent

 2024-06-07

 13.2

 Press
 Release distributed June 4, 2024

 2024-06-07

 14.1

 Letter
 of Termination from Buyer to Company

 2024-07-12

 15.1

 Termination
 Agreement

 2024-08-16

 16.1

 Limited
 Liability Company Agreement – World Mobile LLC

 16.2

 Contribution
 Agreement – Cuentas, World Mobile

 16.3

 Subscription
 Agreement – World Mobile Group, World Mobile

 16.4

 Side
 Letter One – Cuentas, World Mobile Group, World Mobile

 16.5

 Side
 Letter Two – Cuentas, World Mobile Group, World Mobile

 16.6

 Membership
 Interest Purchase Agreement – Cuentas, Brooksville FL Partners

 16.7

 Joint
 Personal Guaranty – Crosshair Media Placement

 16.8

 Settlement
 Agreement – Cuentas, 1800 Diagonal Lending

 16.9

 Settlement
 Agreement – Cuentas, Alexandra Calicchio

 16.10

 Settlement
 Agreement – Cuentas, EAdvance Services

 17.1

 Cuentas–World
 Mobile Convertible Note Purchase Agreement One

 17.2

 Cuentas–World
 Mobile Convertible Note Purchase Agreement Two

 17.3

 – Michael De Prado Separation Agreement

 17.4

 – Michael De Prado Secured Promissory Note One

 17.5

 – Michael De Prado Security Agreement Note One

 17.6

 – Michael De Prado Secured Promissory Note Two

 17.7

 – Michael De Prado Security Agreement Note Two

 17.8

 – Michael De Prado Licensing Agreement

 17.9

 – Michael De Prado Allonge to Secured Promissory Note

 17.10

 – Promissory Notes to AM Law

 17.11

 – Promissory Notes to Shalom Arik Maimon

 17.12

 – Promissory Notes to Matt Schulman

 17.13

 – Notice of Conversion – Arik Maimon

 17.14

 – Notice of Conversion – AM Law

 ITEM 16. FORM 10-K SUMMARY

 Not applicable.

 SIGNATURES

 Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has duly caused the report to be signed on its behalf by the undersigned,
thereunto duly authorized.

 Cuentas, Inc.

 Date: November 19, 2025

 By:

 /s/ Shalom

 Shalom Arik Maimon,

 Chief Executive Officer and Chairman of the Board of
 Directors

 (principal executive officer)

 Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

 Signature

 Title

 Date

 /s/ Shalom Arik Maimon

 Chief Executive Office and

 Shalom Arik Maimon

 Chairman of the Board of Directors

 /s/ Ofek Haim Suchard

 Interim CFO

 Ofek Haim Suchard

 Adiv Baruch

 /s/ Lexi Terrero

 Lexi Terrero

 /s/ Haim Yeffet

 Haim Yeffet

 NONE NONE On February 3, 2023, the Company entered into a Membership Interest Purchase Agreement (MIPA) with Core Development Holdings Corporation ("Core"). Core holds approximately 29.3% of 4280 Lakewood Road Manager, LLC ("Lakewood Manager"), which in turn owns 86.45% of the membership interests in 4280 Lakewood Road, LLC ("4280 Project"), an affordable multi-family real estate project located in Lake Worth, Florida. Core agreed to sell to the Company 6% of its interest in the Lakewood Manager to the Company in exchange for 295,282 shares of the Company's common stock, representing 19.99% of the then outstanding shares of the Company's common stock. The Company closed this transaction on or about March 9, 2023.

The 6% equity in the Lakewood Manager was valued at approximately $700. The company used the measurement alternative which provides an accounting framework for valuing an equity security investment in the absence of a readily determinable fair value. Accordingly, the investment was accounted for at a cost basis.

Core claimed significant financial and other damages because the Company's Shares were never released and delivered to Core even though Core fulfilled all of its obligations pursuant to the MIPA.

As of December 31, 2024, the Company recognized an impairment loss in the amount of $700 on its equity investment in 4280 Lakewood Road Manager, LLC.
 On April 13, 2023, the Company signed an Operating Agreement to be a majority member in Brooksville Development Partners, LLC ("Brooksville") with 2 minority members for the purpose of acquiring land for the development of a residential apartment community consisting of approximately 360 apartments. All real and personal property owned by Brooksville shall be owned by Brooksville as an entity, and neither the Members nor the Manager will have any ownership interest in such property. One of the minority members will be the manager of the project.
On April 28, 2023, the Company and minority partners in Brooksville closed on the transaction to acquire a 21.8 acre site for development of the Brooksville project. The Company had deposited an "Initial Capital Contribution" of $2,000 into a title insurance escrow account which was released from escrow by the Title Agent to fund the balance of the purchase price of the Vacant Land, together with a $3,050 bank loan to Brooksville from Republic Bank of Chicago. The Company is currently a 63% interest holder in Brooksville but that may change in the future if the Company is not able to raise sufficient financing to complete the project. Since the Company does not manage or control the LLC and its losses are limited to the cost amount, the Brooksville transaction was accounted for as an investment in an unconsolidated entity in accordance with ASC 323, using the equity method of accounting with the Company as the acquirer.
On March 13, 2024, the Company through its approximately 63% participation in Brooksville approved the signing of a Letter of Intent to sell the "Brooksville Property" located at 19200 Cortez Boulevard, Brooksville, Florida 34601.
The property was originally purchased on April 28, 2023 for $5,050. The $3,050 mortgage with Republic Bank of Chicago was amended and restated on January 27, 2024 for $3,055. Additionally, a $500 Loan Extension Agreement was executed between the Company and ALF Trust u/a/d September 28, 2023 to ensure the Promissory Note necessary to fund the interest reserve and fees relating to the Loan Extension Agreement and the working capital needs of the Company. On April 3, 2024 the Company entered into a provisional agreement to sell the "Brooksville Property" for a total consideration of $7,200 whereby the buyer placed a non-refundable $100 deposit in escrow and has 60 days to decide whether to complete the transaction. On September 19, 2024 the Company was advised by Brooksville that the contract for the sale of the "Brooksville Property" was terminated by the Buyer on September 7, 2024 as this was the final date for return of their refundable escrow deposit. On July 11, 2024, the Company received definitive notice that the Buyer was no longer able to commit to purchase the property.
On May 22, 2025, the Company signed a Membership Interest Purchase Agreement (MIPA) with Brooksville FL Partners, LLC ("Buyer") the holder of the minority stake in Brooksville, for the sale of its full interests in Brooksville for total consideration of $800. Accordingly, the entire investment was classified to Investment in Unconsolidated Entities Held for Sale.
On May 27, 2025, the MIPA closing took place and the Escrow agent received $800 from the Buyer. The Escrow agent completed payments to Cuentas' 4 major creditors whose total debt of $1,140 was settled for approx. $666.3
As of December 31, 2024, Company's management determined that its investment in Brooksville is intended to be sold and accounted for its investment in Brooksville at fair value. The Company recorded loss on impairment of an investment in an unconsolidated entity of $1,216 in the financial statements for the year ended December 31, 2024.
 On May 27, 2022, the Company entered into a Membership Interest Purchase Agreement (the "MIPA") with SDI Black 011, LLC ("SDI Black"), the holders of all the membership interests of SDI Black and Cuentas SDI, LLC, a Florida limited liability ("Cuentas SDI"), for the acquisition of 19.99% of the membership interests of Cuentas SDI in exchange for $750 in addition to a loan in the amount of $100 that was provided to Cuentas SDI, LLC for the marketing purposes. SDI Black previously transferred all of its assets including the platform, portals, domain names, and related software necessary to conduct its business to Cuentas SDI. During the year ended December 31, 2022, Cuentas SDI did not repay the loan to the Company and therefore that Company wrote off the entire loan.

On June 15, 2023, the OLB Group, Inc. entered into a Membership Interest Purchase Agreement dated as of June 15, 2023 with SDI Black 001, LLC whereby it acquired 80.01% of the membership interests of Cuentas SDI, LLC for a purchase price of $850. This purchase price resulted in an impairment loss of $537.

On May 20, 2024 the Company and OLB Group, Inc., ("OLB") entered into a Membership Interest Purchase Agreement according to which the Company sold to OLB its 19.99% membership interest in Cuentas SDI for total consideration of $215.5. OLB paid $40 at closing and the remaining $175.5 was to be paid in 17 monthly installments of $10. Until the balance is paid in full OLB shall reserve in escrow in favor of the Company, 38,000 shares of common stock of OLB. On May 23, 2025 the Company and OLB signed a settlement agreement according to which to cover all outstanding balance, OLB will pay the Company upon singing the agreement $25 and additional $25 as credited. As of December 31, 2024, the Company recorded $99 of credit loss expenses resulting the above agreement.
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