RUM Group Inc. (RUM) FY 2024 MD&A

Item 7. Management’s Discussion and Analysis
of Financial Condition and Results of Operations

The following “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the “Business”
section and Rumble Inc.’s (“Rumble” or the “Company”) consolidated financial statements as of and for the
years ended December 31, 2024 and 2023 (“consolidated financial statements”) and other information included elsewhere in this
Annual Report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ
materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited
to, those identified below and those discussed in the sections titled “1A. Risk Factors” and “Cautionary Note Regarding
Forward-Looking Statements” included elsewhere in this Annual Report and those discussed in our other filings with the SEC. Additionally,
our historical results are not necessarily indicative of the results that may be expected in any future period. Amounts are presented
in U.S. dollars.

Overview

We are a high growth, video
sharing and cloud services provider platform designed to help content creators manage, distribute, and monetize their content by connecting
them with brands, publishers, and directly to their subscribers and followers. Our registered office is 444 Gulf of Mexico Drive, Longboat
Key, Florida, 34228. Our shares of Class A common stock and warrants are traded on The Nasdaq Global Market (“Nasdaq”) under
the symbols “RUM” and “RUMBW”, respectively.

Significant Events and Transactions

On December 20, 2024, the
Company announced that it had entered into a definitive agreement for a strategic investment of $775 million from Tether, the largest
company in the digital assets industry and the most widely used dollar stablecoin across the world with more than 400 million users. As
part of the transaction, which closed on February 7, 2025, Tether purchased 103,333,333 shares of Class A Common Stock at a price per
share of $7.50, totaling $775 million in gross proceeds to Rumble. As part of the closing of the transaction, the Company completed a
tender offer to purchase 70,000,000 shares of its Class A Common Stock at a price of $7.50 per share (the “Tender Offer”),
for a total of $525 million, excluding fees and expenses related to the Tender Offer. The Company will use $250 million of the proceeds,
less transaction expenses, to support growth initiatives.

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Refer to Note 11, Derivative
Liability, to our consolidated financial statements included elsewhere in this Annual Report.

Revenues

We generate revenues primarily
from Audience Monetization and Other Initiatives.

Audience Monetization includes
advertising fees on the Rumble platform; subscription fees earned primarily from consumer product offerings such as Rumble Premium; Locals
and badges; revenues generated from content that is licensed by third-parties; pay-per-view; and fees from tipping and platform hosting
fees. Advertising fees are generated by delivering digital video and display advertisements as well as cost-per-message-read advertisements.
Digital video and display advertisements are placed on Rumble websites or mobile applications. Customers pay for advertisements either
directly or through relationships with advertising agencies or resellers, based on the number of impressions delivered or the number of
actions, such as clicks, or purchases taken, by our users.

Other Initiatives includes
digital advertisements that are placed on Rumble’s network of third-party publisher websites or mobile applications; and cloud.
Cloud includes consumption-based fees, subscriptions for infrastructure and professional services.

Refer to Note 2, Summary
of Significant Accounting Policies, to the consolidated financial statements.

Expenses

Expenses primarily include
cost of services, general and administrative, research and development, sales and marketing, acquisition-related transaction costs, amortization
and depreciation, and changes in fair value of contingent consideration. The most significant component of our expenses on an ongoing
basis are programming and content.

We expect to continue to invest
substantial resources to support our growth and anticipate that each of the following categories of expenses will increase in absolute
dollar amounts for the foreseeable future.

Cost of Services (Exclusive of Amortization
and Depreciation)

Cost of services consists
of costs related to obtaining, supporting and hosting the Company’s product offerings. These costs primarily include:

General and Administrative Expenses

General and administrative
expenses consist primarily of payroll and related expenses, which include bonuses and share-based compensation for our executives and
certain other employees. General and administrative expenses also include legal and professional fees, business insurance costs, operating
lease costs and other costs. As a public company, we expect to continue to incur material costs related to compliance with applicable
laws and regulations, including audit and accounting fees, legal, insurance, investor relations and other costs.

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Research and Development Expenses

Research and development expenses
consist primarily of payroll and related expenses, which include bonuses and share-based compensation for our employees on our engineering
and development teams. Research and development expenses also include consultant fees related to our development activities to originate,
develop and enhance our platforms.

Sales and Marketing Expenses

Sales and marketing expenses
consist primarily of payroll and related expenses, which include bonuses and share-based compensation for our employees associated with
our sales and marketing functions. Sales and marketing expenses also include consultant fees and direct marketing costs related to the
promotion of our platforms and solutions. We expect our sales and marketing expenses to increase over time as we promote our platform
and brand, increase marketing activities, and grow domestic and international operations.

Acquisition-Related Transaction Costs

Acquisition-related transaction
costs consist of transaction expenses related to acquisitions.

Amortization and Depreciation

Amortization and depreciation
represent the recognition of costs of assets used in operations, including property and equipment and intangible assets, over their estimated
service lives.

Change in Fair Value of Contingent Consideration

Certain contingent consideration
associated with the Callin acquisition does not meet the criteria for equity classification, and must be recorded as a liability in accordance
with guidance contained in ASC 815-40, Derivatives and Hedging Contracts in Entity’s Own Equity (“ASC 815-40”).
Because the contingent consideration meets the definition of a liability under ASC 815, Derivatives and Hedging (“ASC 815”),
it is measured at fair value at inception and at each reporting date in accordance with the guidance in ASC 820, Fair Value Measurement
(“ASC 820”), with any subsequent changes in fair value recognized in the consolidated statement of operations in the applicable
period of change.

Non-Operating Income and Other Items

Interest Income

Interest income consists of
interest earned on our cash, cash equivalents, and marketable securities We invest in highly liquid securities such as money market funds,
treasury bills and term deposits.

Other Expense

Other expense consists of
miscellaneous income earned outside of normal company revenue as well as foreign exchange gains and losses related to gains and losses
on transactions denominated in currencies other than the U.S. dollar.

Change in Fair Value of Warrant Liability

We account for our outstanding
warrants in accordance with ASC 815-40, under which the warrants issued in connection with Business Combination do not meet the criteria
for equity classification, and must be recorded as liabilities. As these warrants meet the definition of a liability under ASC 815, they
are measured at fair value at inception and at each reporting date in accordance with the guidance in ASC 820, with any subsequent changes
in fair value recognized in the consolidated statement of operations in the applicable period of change.

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Change in Fair Value of Derivative

The forward purchase contracts
in connection with the Tether transaction do not meet the criteria for equity classification, and must be recorded as a liability in accordance
with guidance contained in ASC 815-40, Derivatives and Hedging Contracts in Entity’s Own Equity (“ASC 815-40”).
Because the derivative meets the definition of a liability under ASC 815, Derivatives and Hedging (“ASC 815”), it is
measured at fair value at inception and at each reporting date in accordance with the guidance in ASC 820, Fair Value Measurement (“ASC
820”), with any subsequent changes in fair value recognized in the consolidated statement of operations in the applicable period
of change.

Income Tax Benefit (Expense)

Income tax benefit (expense)
consists of the estimated federal, state, and foreign income taxes incurred in the U.S. and other jurisdictions in which we operate.

Key Business Metrics

To analyze our business performance,
determine financial forecasts and help develop long-term strategic plans, we review the key business metrics described below.

Monthly Active Users (“MAUs”)

We
use MAUs as a measure of audience engagement to help us understand the volume of users engaged with our content on a monthly basis. MAUs
represent the total web, mobile app, and connected TV users of Rumble for each month, which allows us to measure our total user base
calculated from data provided by Google, a third-party analytics provider. Google defines “active users” as the “[n]umber
of distinct users who visited your website or application.”1 We have used the Google
analytics systems since we first began publicly reporting MAU statistics, and the resulting data have not been independently verified.

As
of July 1, 2023, Universal Analytics (“UA”), Google’s analytics platform on which we historically relied for calculating
MAUs using company-set parameters, was phased out by Google and ceased processing data. At that time, Google Analytics 4 (“GA4”)
succeeded UA as Google’s next-generation analytics platform, which has been used to determine MAUs since the third quarter of 2023
and which we expect to continue to use to determine MAUs in future periods. Although Google has disclosed certain information regarding
the transition to GA4,2 Google does not currently make available sufficient information
relating to its new GA4 algorithm for us to determine the full effect of the switch from UA to GA4 on our reported MAUs. Because Google
has publicly stated that metrics in UA “may be more or less similar” to metrics in GA4, and that “[i]t is not unusual
for there to be apparent discrepancies” between the two systems,3 we are unable
to determine whether the transition from UA to GA4 has had a positive or negative effect, or the magnitude of such effect, if any, on
our reported MAUs. It is therefore possible that MAUs that we reported based on the UA methodology (“MAUs (UA)”) for periods
prior to July 1, 2023, cannot be meaningfully compared to MAUs based on the GA4 methodology (“MAUs (GA4)”) in subsequent
periods.

MAUs
(GA4) represent the total web, mobile app, and connected TV users of Rumble for each month,4 which
allows us to measure our total user base calculated from data provided by Google.5 Connected
TV users were not counted within MAUs within MAUs (UA) for periods prior to July 1, 2023, and we believe the number of such users was
immaterial in those prior periods. We also believe that fewer than 1 million MAUs in the current period are from connected TV, making
them similarly immaterial. Google’s parameters for measuring “active users” appear to exclude many, but not all, users
who access content on Rumble through “embedded” videos on domains other than rumble.com, and we are unable to determine the
exact number of users who access “embedded” content within our total number of MAUs. In addition, MAUs (GA4) may rely on
statistical sampling and may be based on estimates of data that Google is missing “due to factors such as cookie consent.”6

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As with our earlier MAU reporting,
there is a potential for minor overlap in the resulting data due to users who access Rumble’s content through the web, our mobile
apps, and connected TVs in a given measurement period; however, given that we believe this minor overlap to be immaterial, we do not separately
track or report “unique users” as distinct from MAUs. Our reported MAUs have not historically included users of Locals, however,
starting in mid-May 2024, Locals users began using Rumble’s single sign-on technology to access their account, which we expect will
reduce the number of Locals users not included in our Rumble MAU reporting. We also do not separately report the number of users who register
for accounts in any given period, which is different from MAUs.

Like many other major online
platforms, we rely on significant paid advertising in order to attract users to our platform; however, we cannot be certain that all or
substantially all activity that results from such advertising is genuine. Spam activity, including inauthentic and fraudulent user activity,
if undetected, may contribute to some amount of overstatement of our performance indicators, including reporting of MAUs by Google. We
continually seek to improve our ability to estimate the total number of spam-generated users, and we eliminate material activity that
is substantially likely to be spam from the calculation of our MAUs. We will not, however, succeed in identifying and removing all spam.

MAUs (GA4) were 68 million
on average in the fourth quarter of 2024, an increase of 1% from the third quarter of 2024. The increase in MAUs was primarily driven
by increased interest in politics during the final stretch of the U.S. presidential election campaign, offset in part by reduced MAU
activity during the December holiday season.

Average Revenue Per User (“ARPU”)

We use ARPU as a measure of
our ability to monetize our user base. Quarterly ARPU is calculated as quarterly Audience Monetization revenue divided by MAUs for the
relevant quarter (as reported by Google Analytics). ARPU does not include Other Initiatives revenue.

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ARPU
was $0.39 in the fourth quarter of 2024, an increase of 18% from the third quarter of 2024. The increase from the third quarter is attributable
to higher advertising revenue and subscription revenue.

We
regularly review, have adjusted in the past, and may in the future adjust our processes for calculating our key business metrics to improve
their accuracy, including through the application of new data or technologies or product changes that may allow us to identify previously
undetected spam activity. As a result of such adjustments, our key business metrics may not be comparable period-over-period.

Results
of Operations

The
following table sets forth our consolidated statements of operations for the years ended December 31, 2024 and 2023 and the dollar
and percentage change between the two periods:

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Revenues

Revenues
increased by $14.5 million to $95.5 million in the year ended December 31, 2024 compared to the year ended December 31, 2023, of which
$10.3 million was attributable to an increase in Audience Monetization revenues and $4.2 million was attributable to higher Other Initiatives.
The increase in Audience Monetization revenues was mainly due to higher revenue from subscriptions, tipping fees, licensing, platform
hosting and advertising. The increase in Other Initiative revenue was mostly due to more advertising inventory being monetized by our
publisher network and an increase in cloud services offered.

Cost
of Services

Cost
of services decreased by $7.7 million to $138.5 million in the year ended December 31, 2024 compared to the year ended December 31, 2023.
The decrease was primarily due to a reduction in programming and content costs of $9.5 million, offset by an increase of $1.8 million
in other cost of services including payment processing fees and costs paid to publishers.

General
and Administrative Expenses

General
and administrative expenses decreased by $0.5 million to $36.6 million in the year ended December 31, 2024 compared to the year ended
December 31, 2023. The decrease was mainly driven by a reduction in administrative expenses of $2.8 million and share-based compensation
of $1.1 million, offset by an increase in payroll and related expenses of $3.4 million. The decrease of $2.8 million in administrative
expenses was primarily due to lower expenses related to public company-related costs, legal, insurance, and other administrative services.
The decrease in share-based compensation was related to the recognition of contingent shares issued in connection with the Callin acquisition
that was accounted for as a post-combination expense as well as the expense of previously and newly granted restricted stock units and
stock options for certain employees and executives.

Research
and Development Expenses

Research
and development expenses increased by $3.2 million to $18.9 million in the year ended December 31, 2024 compared to the year ended December
31, 2023. The increase was due to an increase of $2.7 million in payroll and related expenses, and an increase of $0.5 million in other
expenses .

Sales
and Marketing Expenses

Sales
and marketing expenses increased by $3.9 million to $17.3 million in the year ended December 31, 2024 compared to the year ended December
31, 2023. The increase was due to an increase of $2.7 million in payroll and related expenses, $0.4 million in consulting services, and
$0.8 million in other marketing and public relations activities.

Acquisition-Related
Transaction Costs

Acquisition-related
transaction costs decreased by $1.2 million to $nil in the year ended December 31, 2024 compared to the year ended December 31, 2023.
Acquisition-related transaction costs for the year ended December 31, 2023 consisted of transaction costs incurred related to acquisitions
completed in 2023.

Amortization
and Depreciation

Amortization
and depreciation increased by $8.8 million to $13.6 million in the year ended December 31, 2024 compared to the year ended December 31,
2023. The increase was due to an increase of $2.0 million from depreciation on our property and equipment as we continue to build out
our infrastructure, as well as an increase in amortization from intangible assets of $6.8 million.

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Change
in Fair Value of Contingent Consideration

Change
in fair value of contingent consideration increased by $3.3 million to $1.4 million in the year ended December 31, 2024 compared to the
year ended December 31, 2023. The contingent consideration liability arose in connection with the Callin acquisition and the fair value
of this contingent consideration was measured using the fair value of the expected number of shares to be issued and the Company’s
share price at closing. The change in fair value of contingent consideration was directly attributable to changes in the Company’s
share price since the closing and the probability of contingencies being met.

Interest
Income

Interest
income decreased by $5.5 million to $8.1 million in the year ended December 31, 2024 compared to the year ended December 31, 2023. The
decrease was due to our reduced investment in money market funds, treasury bills, and term deposits.

Other
Expense

Other expense increased by an immaterial amount in the year ended December
31, 2024 compared to the year ended December 31, 2023. The increase was primarily due to lower foreign currency rate fluctuation as we
maintained the majority of our cash balance in U.S. dollars, which is our functional currency, as of December 31, 2024.

Change
in Fair Value of Warrant Liability

Change
in fair value of warrant liability decreased by $35.1 million resulting in a loss of $32.7 million in the year ended December 31, 2024.
The warrant liability arose in connection with the warrants offered as part of the Business Combination. As these warrants meet the classification
of a financial liability in accordance with ASC 815-40, the related warrant liability is measured at its fair value, determined in accordance
with ASC 820, at each reporting period. The fair value of this warrant liability was measured using the fair value of the Company’s
warrants listed on the Nasdaq. The decrease in the change in fair value of warrant liability was directly attributable to changes in
the trading price of Rumble’s warrants.

Change
in Fair Value of Derivative

Change in fair value of derivative
decreased by $184.7 million resulting in a loss of $184.7 million in the year ended December 31, 2024. The derivative arose in connection
with the forward purchase contracts related to the Tether transaction. As the forward purchase contracts meet the classification of a
financial liability in accordance with ASC 815-40, the related derivative is measured at its fair value, determined in accordance with
ASC 820, at each reporting period. The fair value of this forward purchase contracts were measured using a Monte Carlo simulation methodology
that includes simulating the stock price using a risk-neutral Geometric Brownian Motion-based pricing model. The decrease relates to the
revaluation of the forward purchase contracts in connection with the Tether transaction.

Income
Tax Benefit

Income
tax benefit decreased by $1.3 million to $2.0 million in the year ended December 31, 2024 compared to the year ended December 31, 2023.

Liquidity
and Capital Resources

Our
principal sources of liquidity are cash generated from operating activities and funds previously raised. The primary short-term requirements
for liquidity and capital are to fund general working capital and capital expenditures.

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As
of December 31, 2024, our cash and cash equivalents balance was $114.0 million. Cash and cash equivalents consist of cash on deposit
with banks and amounts held in money market funds, treasury bills, and term deposits.

As
we have consistently stated, we are using a substantial portion of funds to acquire content by providing economic incentives to a small
number of content creators, including sports leagues. As of December 31, 2024, we had entered into programming and content agreements
with a minimum contractual cash commitment of $30 million. A significant amount of these minimum contractual cash commitments will be
paid over 12 to 24 months, commencing in 2025.

The
following table presents a summary of the consolidated statement of cash flows for the years ended December 31, 2024 and 2023:

Operating
Activities

Net cash used in operating
activities for the year ended December 31, 2024 primarily consisted of net loss adjusted for certain non-cash items, including a $218.7
million loss on the change in fair value of warrants, contingent consideration and derivative, $21.5 million change in share-based compensation,
$13.6 million change in amortization and depreciation, $1.0 million changes in non-cash lease expenses, as well as changes in operating
assets and liabilities. The decrease in net cash used in operating activities during the year ended December 31, 2024 compared to the
year ended December 31, 2023 was mostly due to changes in net loss adjusted for certain non-cash items, offset by changes in operating
assets and liabilities.

Investing
Activities

Net cash used in investing
activities for the year ended December 31, 2024 consisted of $7.2 million in purchases of property, equipment, and intangible assets,
$9.6 million in cash paid in connection with the acquisitions of Callin and North River, and $1.1 million in the sale of marketable securities.
The decrease in net cash used in investing activities during the year ended December 31, 2024 compared to the year ended December 31,
2023 was mainly driven by decreases in purchases of property and equipment and marketable securities, which were partially offset by
a rise in spending on intangible assets. Additionally, the reduction in net cash used was due to cash payments made to non-accredited
investors related to the Callin acquisition during the year ended December 31, 2024 as well as cash acquired in connection with the Callin
acquisition during the year ended December 31, 2023.

Financing
Activities

Net
cash used in financing activities for the year ended December 31, 2024 consisted of $2.0 million in taxes paid from the net share settlement
of share-based compensation and $0.4 million in share issuance costs, offset by $0.7 million from proceeds related to stock options exercised.
The decrease in net cash used in financing activities was due to a decrease in taxes paid from the net share settlement of share-based
compensation as well as an increase in proceeds from stock options exercised in the year ended December 31, 2024 compared to net cash
used in the year ended December 31, 2023. The reduction in net cash used was offset by an increase in share issuance costs.

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Summary
of Quarterly Results

Information
for the most recent quarters presented are as follows:

Non-GAAP
Financial Measures

To
supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use certain non-GAAP financial
measures, as described below, to understand and evaluate our core operating performance. These non-GAAP financial measures, which may
be different than similarly titled measures used by other companies, are presented to enhance investors’ overall understanding
of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented
in accordance with GAAP. We use the non-GAAP financial measure of: Adjusted EBITDA, which is defined as net income (loss) excluding interest
income (expense), net, other income (expense), net; provision for income taxes, depreciation and amortization, share-based compensation
expense, acquisition-related expense, change in fair value of warrants, change in fair value of contingent consideration, and change
in the fair value of derivative. The Company’s management believes that it is important to consider Adjusted EBITDA, in addition
to net income (loss), as it helps identify trends in our business that could otherwise be masked by the effect of the gains and losses
that are included in net income (loss) but excluded from Adjusted EBITDA.

Adjusted
EBITDA should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. There
are a number of limitations related to the use of Adjusted EBITDA rather than net income (loss), the nearest GAAP equivalent. As a result
of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including net income (loss)
and our other financial results presented in accordance with GAAP. The following table presents a reconciliation of net income (loss),
the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA:

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Reconciliation
of Adjusted EBITDA

Critical
Accounting Policies and Estimates

We
prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of
America (“US GAAP”). The preparation of consolidated financial statements also requires us to make estimates and assumptions
that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. We evaluate our estimates
on a continuous basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable
under the circumstances. Actual results could differ significantly from the estimates made by our management. To the extent that there
are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of
operations and cash flows will be affected.

We
believe the following key accounting policies require significant judgments and estimates used in the preparation of our consolidated
financial statements. Critical accounting policies and estimates are those that we consider the most important to the portrayal of our
financial condition and results of operations because they require our most difficult, subjective or complex judgments, often as a result
of the need to make estimates about the effects of matters that are inherently uncertain. Accordingly, we believe that these are the
most critical to aid in fully understanding and evaluating our financial condition and results of operations.

For
further information on the summary of significant accounting policies and the effect on our consolidated financial statements, see Note
2, Summary of Significant Accounting Policies, to the consolidated financial statements.

Acquisitions
(Business Combination vs Asset Acquisition)

The
Company evaluates whether acquired net assets should be accounted for as a business combination or an asset acquisition by first applying
a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable
asset or group of similar identifiable assets. If so, the transaction is accounted for as an asset acquisition. If not, the Company applies
its judgment to determine whether the acquired net assets meet the definition of a business by considering if the set includes an acquired
input, process, and the ability to create outputs.

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Valuation
of Intangible Assets

The
Company acquired intangible assets in connection with the acquisitions of Callin and North River. A valuation was performed to determine
the estimated fair value of identifiable intangible assets related to the acquisition. Judgment is required to estimate the fair value
of these identifiable intangible assets. We may use quoted market prices, prices for similar assets, present value techniques, and other
valuation techniques such as the depreciated replacement cost and relief from royalty methods to prepare these estimates. We may need
to make estimates of future cash flows and discount rates as well as other assumptions in order to implement these valuation techniques.
Due to the degree of judgment involved in our estimation techniques, our estimate may result in a significant difference in the estimation
of fair value.

Share-based
Compensation

The
Company issues equity awards such as stock options and restricted stock units to certain of its employees, directors, officers and consultants.
We account for equity awards by recognizing the fair value of share-based compensation expense on a straight-line basis over the service
period of the award.

For
equity awards with a service condition, the fair value is estimated on the grant date using the Black-Scholes option pricing model which
takes into account the following inputs: stock price, expected term, volatility, and risk-free interest rate.

For
equity awards with a market condition, the fair value is estimated on the grant date using a Monte Carlo simulation methodology that
includes simulating the stock price using a risk-neutral Geometric Brownian Motion-based pricing model. Changes in the estimated inputs
or using other option valuation methods may result in materially different option values and share-based compensation expense.

For
equity awards with a performance condition, the Company assesses the likelihood of the performance condition underlying an award being
met and recognizes a share-based compensation expense associated with that award only if it is probable the performance condition will
be met. Where the performance condition underlying an award is a change in control, the Company considers the performance condition to
be probable only when it occurs.

Income
Taxes

The
Company is subject to income taxes in the United States and other foreign jurisdictions. Significant judgment is required in determining
our provision for income taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting
principles and complex tax laws.

Uncertain
tax positions are accounted for using a comprehensive model for the manner in which a company should recognize, measure, present and
disclose in its financial statements all material uncertain income tax positions. The Company reviews its nexus in various tax jurisdictions
and the Company’s tax positions related to all open tax years for events that could change the status of its tax liability, if
any, or require an additional liability to be recorded. Such events may be the resolution of issues raised by a taxing authority, expiration
of the statute of limitations for a prior open tax year or new transactions for which a tax position may be deemed to be uncertain. Those
positions, for which management’s assessment is that there is more than a 50 percent probability of sustaining the position
upon challenge by a taxing authority based upon its technical merits, are subjected to the measurement criteria.

Trade
and Barter Transactions

The
Company engages in trade and barter transactions whereby the Company and its counterparty exchange media campaigns or other promotional
services. The Company reviews each transaction to ensure the advertising it receives has economic substance and records revenue in an
amount equal to the fair value of the products and services received unless this is not reasonable to estimate, in which case the consideration
is measured based on the standalone selling price of the advertising inventory promised or delivered to the customer. Trade and barter
revenue is recognized when the performance obligation is fulfilled and follows the same pattern of recognition as the Company’s
normal advertising revenue. Trade and barter expense is recorded when goods or services are consumed. The trade and barter expense is
recorded in sales and marketing expense in the consolidated statement of operations.

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Arrangement
to Sell Shares to Tether (Unit of Account)

The Company applied judgement in determining whether the support agreements
and agreement to sell shares to Tether were a single unit or multiple units of account. Given that the agreements were entered into contemporaneously
and in contemplation of one another, the closing of the support agreements was contingent on the close of the sale of shares to Tether,
and the agreements relate to the same underlying risk (the price risk of the Company’s shares), the Company determined that the
overall arrangement was one unit of account. As a result, the arrangement is accounted for as a derivative, initially and subsequently
measured at fair value with changes through net loss. See Note 17 for information regarding the estimation of the fair value of the derivative.

New
Accounting Pronouncements

See
Note 2, Summary of Significant Accounting Policies, to our consolidated financial statements for the years ended December 31, 2024
and 2023.

JOBS
Act Accounting Election

We
are an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised
accounting standards until such time as those standards apply to private companies. We intend to elect to adopt new or revised accounting
standards under private company adoption timelines. Accordingly, the timing of our adoption of new or revised accounting standards will
not be the same as other public companies that are not emerging growth companies or that have opted out of using such extended transition
period and our financial statements may not be comparable to the financial statements of public companies that comply with such new or
revised accounting standards.