Executive Summary / Key Takeaways

• GivBux (GBUX) is positioning itself as a "Super App" and charitable giving platform, seeking growth through strategic acquisitions and capital raises in the competitive fintech and digital rewards landscape.
• Recent financial performance shows mixed signals: Q1 2025 revenue increased year-over-year to \$66,023 but declined significantly quarter-over-quarter from \$214,008, though gross profit margin improved in Q1 2025 compared to the prior quarter due to reduced promotions.
• The company faces critical liquidity challenges, with current liabilities exceeding current assets by \$3.64 million as of March 31, 2025, a substantial accumulated deficit of \$7.48 million, and recurring net losses (\$526,819 in Q1 2025), raising substantial doubt about its ability to continue as a going concern.
• Recent strategic moves include Letters of Intent for a \$39 million acquisition of VitorganAmerica.shop and a \$100 million capital infusion/joint venture with Intelligent Investment Holding LTD aimed at international expansion and payment platform development, alongside recent convertible debt issuances totaling over \$700,000.
• Significant operational and financial risks persist, including material weaknesses in internal controls, challenges associated with public company compliance (like Section 404 readiness), the illiquidity and "penny stock" nature of its shares, and intense competition from much larger, financially stronger players like PayPal (PYPL), Block (SQ), Visa (V), and Mastercard (MA).

A Super App's Ambition in a Giant's Arena

GivBux (GBUX) is an entity striving to carve out a niche in the burgeoning digital payments, rewards, and loyalty sector, positioning itself as a "Super App" and charitable giving platform. Its current operational form largely took shape in early 2021 following a reverse acquisition where GivBux Global Partners, Inc. became a wholly owned subsidiary. This foundational event set the stage for the company's current strategic direction, aiming to build an ecosystem that integrates various services, potentially including payments, rewards, and other offerings, all while incorporating a charitable giving component.

Operating in a landscape dominated by financial technology behemoths, GivBux faces a formidable competitive environment. Established players like PayPal, Block, Visa, and Mastercard command vast market share, benefit from powerful network effects, and possess significantly greater financial resources and operational scale. These incumbents offer broad digital payment solutions, often integrated with sophisticated rewards and loyalty programs. GivBux's strategy appears to involve identifying specific market opportunities and attempting to differentiate its platform through technology and unique value propositions, such as its charitable giving integration and potentially specialized rewards mechanics.

Central to GivBux's differentiation strategy is its underlying technology platform. While specific, quantifiable performance metrics for its core technology relative to competitors are not extensively detailed, the company has highlighted efforts to enhance its Super App with upgraded UI/UX, incorporating features like cloud biometrics, home screen customization, and an expanded feature set. The stated goal of these technological enhancements is to drive user engagement and streamline navigation, creating a more seamless and personalized experience. The competitive analysis suggests that proprietary AI for personalization could offer benefits like increased efficiency in user engagement and potentially lower operating costs per user compared to some rivals. Furthermore, the company's strategic focus on developing an international payment platform, potentially leveraging new technologies like blockchain (as hinted in competitive analysis context), could aim for benefits such as faster transaction settlements or lower costs, attempting to counter the scale and established infrastructure of players like Visa and Mastercard. The "so what" for investors is that successful technological differentiation could be key to attracting and retaining users and merchants, potentially enabling GivBux to compete on factors beyond scale and price, carving out a defensible market position. However, the execution risk and the ability to translate technological features into tangible, sustained competitive advantages against well-funded rivals remain critical considerations.

Performance Under Pressure: Financial Realities and Liquidity Strain

Against the backdrop of its strategic ambitions and technological development efforts, GivBux's recent financial performance underscores the significant challenges it faces. For the three months ended March 31, 2025, the company reported revenues of \$66,023, an increase compared to \$47,369 in the same period of 2024. However, this represented a substantial sequential decline from the \$214,008 reported in the quarter ended December 31, 2024. Management commentary indicates that the prior quarter's higher revenue was influenced by extensive beta testing and associate recruitment activities, which yielded low gross profit. In contrast, the Q1 2025 results, while lower in top-line revenue sequentially, saw an improvement in gross profit percentage compared to the December 31, 2024 quarter, attributed to a reduction in sales promotions. The gross profit for Q1 2025 was \$10,873, compared to \$47,369 in Q1 2024.

Operating expenses totaled \$194,393 in Q1 2025, comparable to the \$269,851 in Q4 2024, but the period was heavily impacted by other expenses. Interest expense amounted to \$111,450, and a change in the fair value of derivative liabilities resulted in a loss of \$231,849. These factors contributed significantly to a net loss of \$526,819 for the three months ended March 31, 2025, a considerable increase from the \$130,397 net loss in the corresponding period of 2024.

The financial statements paint a stark picture of the company's liquidity position. As of March 31, 2025, current liabilities stood at \$3.66 million, vastly exceeding current assets of just \$19,476. This results in a working capital deficit of \$3.64 million. The company also carries a significant accumulated deficit, reaching \$7.48 million by the end of Q1 2025. Furthermore, the company has a notable amount of debt and convertible notes in default, totaling approximately \$304,000 in loans and \$275,779 in convertible notes as of March 31, 2025. These factors collectively raise substantial doubt about GivBux's ability to continue as a going concern. Management explicitly states its intention to raise additional operating funds through equity and/or debt offerings, but acknowledges there is no assurance of success or that financing will be available on acceptable terms. The inability to secure sufficient working capital could force the company to curtail or cease operations.

Strategic Maneuvers and Forward Ambitions

Despite the precarious financial state, GivBux is actively pursuing strategic initiatives aimed at driving future growth and potentially addressing its capital needs. In February 2025, the company announced signing Letters of Intent (LOIs) for two potentially transformative transactions. One LOI outlines a \$39 million acquisition of VitorganAmerica.shop, a distributor of biomolecular health products, intended to expand distribution across the Americas and bring wellness solutions into the GivBux network. The other, more significant, LOI is with Intelligent Investment Holding LTD for a \$100 million capital infusion. This funding is earmarked for acquisitions, executing an international user acquisition strategy, and accelerating the development of an international payment system, with a specific focus on expansion into Canada, Mexico, and the UAE. The LOI also includes plans for a joint venture with IIH, sharing 50% of UAE-based revenue generated through the GivBux Payment Platform.

These LOIs, particularly the \$100 million capital infusion, represent potential lifelines for the company, offering the prospect of funding for operations, strategic growth, and addressing existing liabilities. Subsequent events noted in the filing indicate that, as of the May 15, 2025 filing date, the company had obtained initial consideration of \$84,559 related to a \$210,000 convertible note issued on April 30, 2025, and \$510,000 related to a convertible note and warrants authorized in May 2025. While these recent capital raises provide some immediate funding, the successful realization of the larger LOI amounts and the execution of the planned acquisitions and international expansion remain subject to definitive agreements and successful closing.

The company's outlook, while specific quantitative guidance figures were not presented, is clearly tied to the success of these strategic initiatives. Management's focus is on leveraging these potential transactions to build scale, enhance the platform's capabilities, and expand its geographic reach. The stated assumptions behind this outlook are the successful negotiation and closing of the LOIs and the ability to effectively integrate acquired businesses and execute the international expansion plan.

Risks on the Horizon

Investing in GivBux entails significant risks that are clearly articulated in the company's filings. Beyond the critical going concern risk stemming from its liquidity crisis and accumulated losses, several other factors could materially impact the investment thesis.

The company has identified material weaknesses in its internal controls over financial reporting. These weaknesses relate to a lack of documented policies and procedures, the absence of an audit committee, a risk of management override due to high officer involvement in day-to-day operations, and insufficient separation of duties. While management is evaluating steps to address these issues, they noted that improvements had not occurred during Q1 2025, and there is no assurance that remediation efforts will be sufficient. These control deficiencies increase the risk of material misstatements in financial reporting and could hinder the company's ability to meet public company obligations, potentially leading to sanctions or delisting from the OTC Markets Pink Sheet.

Operating as a public company, particularly one transitioning and growing, places considerable strain on financial and management systems. Compliance with SEC and PCAOB rules, including the eventual requirements of Section 404 of Sarbanes-Oxley, adds significant costs and demands on personnel. The company's senior management team has limited experience managing a public company, which could divert attention from core business operations.

Furthermore, the nature of GivBux's common stock presents risks to investors. It is classified as a "penny stock," which subjects transactions to specific rules that can reduce trading activity and make shares more difficult to sell. The stock is thinly traded on the Pink Sheets, resulting in very limited liquidity. State "Blue Sky" laws may also restrict the ability of investors to resell shares, potentially making the stock totally illiquid. While the company intends to provide required information, there is no assurance that broker-dealers will accept or trade its common stock.

Competitive pressures are intense. While GivBux aims to differentiate through its Super App features and strategic focus, it competes with companies possessing vastly superior resources, brand recognition, and established networks. The ability of these larger players to leverage scale, invest heavily in technology, and withstand pricing pressures poses a continuous threat to GivBux's market share and profitability.

Finally, certain provisions in the company's charter documents and Nevada law could prevent or delay an acquisition, potentially decreasing the stock price by limiting opportunities for a change of control premium. The company also does not anticipate paying cash dividends in the foreseeable future, meaning investor returns would depend solely on stock price appreciation.

Conclusion

GivBux is a company at a critical juncture, attempting to leverage its "Super App" vision and strategic initiatives to achieve growth and stability in a challenging market. The recent LOIs for significant capital infusion and acquisition signal management's ambition to scale the business and expand its reach. The focus on enhancing the Super App's technology and exploring international payment systems highlights the strategic path forward.

However, the company's severe liquidity constraints, recurring losses, accumulated deficit, and identified material weaknesses in internal controls present substantial hurdles. The "going concern" warning is a stark reminder of the immediate need for successful fundraising. While the strategic vision and potential for technological differentiation offer upside potential, the ability to execute these plans, secure necessary funding, and overcome operational deficiencies against the backdrop of intense competition from well-capitalized rivals will ultimately determine GivBux's future. For investors, GivBux represents a high-risk proposition, heavily reliant on the successful realization of its strategic financing and acquisition plans to navigate its current financial distress and build a sustainable business.