OTC: CUEN

The 49% equity position in World Mobile LLC is held by World Mobile
Group Ltd, an international organization that has been very successful in the communications marketplace. World Mobile is building a decentralized
mobile network built for accessibility, security, and fairness. At its core, World Mobile Chain—the first telecoms blockchain—ensures
every interaction is secure, verifiable, and tamper-proof, creating a trustless system where data integrity is protected, and privacy
isn’t an afterthought. No centralized control. World Mobile Group Ltd has established communications systems in multiple international
countries and several cities in the US, most notably, Reno, Nevada. World Mobile’s platform has been proven in multiple international
markets, with over 100,000 AirNodes deployed globally and approximately 3 million daily active users relying on the network as of early
2026.

Through its 51% ownership of World Mobile Media Group LLC, Cuentas
is building a decentralized media platform which we hope will combine licensed and original content, live events, creator-generated content,
and socially impactful programming that drives both fan engagement and mobile subscribers. We intend to deliver top-tier talent through
a high-performance transmission platform. The Company intends to monetize premium entertainment through pay-per-minute (PPM) and pay-per-event
(PPE) live experiences, complemented by free, ad-supported on-demand programming, with the goal of maximizing audience reach, fan engagement,
and diversified revenue streams.

By unifying mobile connectivity, exclusive entertainment, and lifestyle
content into a single consumer offering, Cuentas seeks to deliver a “total package” solution that differentiates it from traditional
mobile carriers and standalone media platforms. Backed by communications expertise and strategic entertainment partnerships, Cuentas’
integrated platform is positioned to reshape how consumers connect, engage, and experience entertainment in the mobile era. The
company is engaged in high level negotiations with US and international celebrities and content creators to provide an exciting entertainment
offering. Cuentas expects to start live marketing, broadcasts and active entertainment inscriptions both in the US and internationally
during 2026-Q2.

World Mobile LLC

World Mobile
LLC, of which Cuentas owns 51%, operates in the Mobile Telecommunications market. Through World Mobile LLC, Cuentas offers mobile services,
including voice, text, and data, and plans to offer additional capabilities including VPN-enabled connectivity and other communications
solutions intended to support high-quality media consumption and interactive entertainment experiences.

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World Mobile Media Group LLC

World Mobile Media Group LLC,
of which Cuentas owns 51%, operates in the Entertainment Media Distribution market. Through World Mobile Media Group LLC, Cuentas intends
to provide a media platform that combines licensed and original content, live events, creator-generated content, and socially impactful
programming. The intended monetization model includes pay-per-minute (PPM) and pay-per-event (PPE) live experiences, along with free,
ad-supported on-demand programming.

Recent Developments Cuentas
has developed vertical market relationships with companies that already have significant customer bases which will be the initial targets
for Cuentas’ marketing and sales efforts. These vertical relationships should provide a low-cost, effective sales and marketing
channel to reach the target markets that the company requires. Acquisition cost of new customers is one of the largest expenses in this
market and the ability to reduce that cost and effort should be a major advantage for Cuentas when competing with other major carriers
and companies. Cuentas does not currently have significant revenue from its operational companies but has invested heavily in the platform,
relationships and executive talent to prepare the company for marketing, distribution and inscriptions in 2026-Q2.

World Mobile LLC Joint Venture

On April 21, 2025, Cuentas, Inc. (“Cuentas”)
and World Mobile Group Ltd. (“World Mobile Group”) formed World Mobile LLC, a Delaware limited liability company (the “JV
Company”), as a joint venture. The JV Company, which operates publicly as “World Mobile,” was formed for the purpose
of operating a mobile virtual network operator (“MVNO”) business. Cuentas holds a 51% membership interest and World Mobile
Group holds a 49% membership interest of the JV Company. World Mobile Group’s appointee serves as the sole managing member of the
JV Company.

Profits and losses, as well as distributions of available cash, from
the operation of the JV Company are allocated 85% to World Mobile Group and 15% to Cuentas. Subject to a contribution agreement dated
April 21, 2025, Cuentas agreed to contribute to the JV Company the MVNO rights, title, and interest. Subject to a subscription agreement
dated April 21, 2025, World Mobile Group contributed $300,000 in capital to the JV Company.

On April 23, 2025,
the parties entered into a letter agreement (“Side Letter One”), pursuant to which Cuentas assigned its rights to the Reseller
Master Services Agreement dated April 6, 2022, by and between UVNV, Inc. d/b/a PLUM (“PLUM”) and Cuentas (the “PLUM
Contract”) into the name of the JV Company. On May 15, 2025, the parties entered into another letter agreement (“Side Letter
Two”), pursuant to which (i) Cuentas irrevocably assigned, transferred and conveyed all of its rights, title and interest in, to
and under the PLUM Contract to the JV Company and (ii) the JV Company agreed to allow Cuentas to manage the operations of certain Cuentas
Mobile brands. Under Side Letter Two, profits and losses, as well as distributions of available cash, from the operation of the Cuentas-related
brands are allocated 85% to Cuentas and 15% to World Mobile Group.

World Mobile Media Group LLC Joint
Venture

On January 7, 2026, Cuentas entered
into a limited liability company agreement (the “LLC Agreement”) with Tummo Road LLC (“Tummo”) as members of World
Mobile Media Group LLC (the “JV”), a newly formed Delaware limited liability company. The JV is intended to operate an internet-delivered
“over-the-top” media and digital content platform and will operate publicly as “World Mobile Media” or “WMM,”
including a continuous programming channel known as “WMM 24/7.”

Under the LLC Agreement, Cuentas will
hold a 51% membership interest and Tummo will hold a 49% membership interest. Cuentas will designate one (1) individual, Shalom Arik Maimon,
and Tummo will designate one (1) individual, William “Chip” Quigley, to serve as the two managing members, who will jointly
manage the JV’s day-to-day operations. Certain major actions require prior written consent of members holding at least 66 2/3% of
the membership interests, including specified mergers, acquisitions, dissolutions, certain dispositions or licenses of JV assets (as described
in the agreement), and changes to allocations or distributions or tax treatment.

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Net income and loss are allocated
51% to Cuentas and 49% to Tummo. The LLC Agreement states that the determination of net income and loss for each quarterly fiscal period
(and related financial statements) will be subject to review and approval by Cuentas’ board of directors prior to final allocation.

The LLC Agreement
includes restrictions on transfers of membership interests (generally requiring the other member’s prior written consent) and provides
for dispute resolution through mediation followed by binding, expedited arbitration administered by the American Arbitration Association
in Dover, Delaware.

Summary of Risks Affecting Our Company

Our business is
subject to numerous risks described in the section titled “Risk Factors” and elsewhere in this prospectus. The main risks
set forth below and others you should consider are discussed more fully in the section entitled “Risk Factors” beginning on
page 8, which you should read in its entirety.

●
We will require additional funding to progress our business, which brings substantial doubt regarding our ability to continue as a “going concern” given our current lack of financial liquidity.

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

●
We may never achieve profitability from operations or generate sufficient cash flows to make or sustain distributions to our shareholders given our reliance on outside financing to fund operations and existing contractual obligations.

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

●
We operate in an ever-evolving and complex legal and regulatory environment, and any change of laws and regulations applicable to our business might adversely affect our ability to execute our business plan and achieve profitable operating results.

Corporate Information

We were organized
as a corporation under the laws of the State of Florida on September 21, 2005. Our principal executive office is located at 235 Lincoln
Road, Suite 210, Miami Beach, FL 33139, and our phone number is (305) 537-6832.

Sale of Equity Interests in Real Estate

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.

On September 18, 2025, the Company granted a 16-month license to its
co-founder and former officer and director, Michael De Prado, a related party, granting him use and access to certain Fintech (non-MVNO)
assets (the “Fintech Assets”). These Fintech Assets, which include the Company’s legacy prepaid card, digital wallet
and related financial technology platform and associated intellectual property but exclude all MVNO-related telecommunications assets,
were placed into escrow with a third-party law firm pending Mr. De Prado’s exercise of an option right associated with one of his
secured promissory notes.

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The transaction was implemented in connection with Mr. De Prado’s
separation from the Company and a broader restructuring of the Company’s balance sheet and operations, under which the Company issued
to him secured promissory notes that are collateralized by a first-priority security interest in the Fintech Assets. Although the structure
contemplates a potential future asset sale upon exercise of the option and satisfaction of related conditions, as of the reporting date
the arrangement is in the form of a time-limited license coupled with an escrow and security interest rather than a completed sale, and
the Company continues to retain ownership of the Fintech Assets pending any such exercise.

The Company determined to divest operational control and potential
future ownership of the Fintech Assets to Mr. De Prado because it had been unable to fully implement its original Fintech business plan,
primarily due to limited financial resources, the high cost of maintaining and upgrading the fintech platform, and the Company’s
reliance on third-party technology and processing partners. Management concluded that focusing capital and management attention on its
core MVNO and connectivity initiatives, including its activities through World Mobile LLC and related telecommunications ventures, offered
a more viable path to generating sustainable revenues and improving liquidity than continuing to operate the Fintech segment on a standalone
basis.

Separation Agreement with Michael De Prado
and license for assets of Fintech (non-MVNO) assets

On September 18, 2025, the Company and Michael
De Prado (then President, Executive Vice Chairman and Chief Financial Officer of the Company) entered into a Confidential Separation Agreement
and related financing documents pursuant to which the Company agreed to pay Mr. De Prado $110,000 in cash and issue two secured promissory
notes to Mr. De Prado: (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 the date of issuance (18% default interest), with the holder’s right to convert up to 50% into
common stock at $0.42 per share and grants the holder piggyback registration rights with respect to the shares issuable upon conversion;
and (ii) a $200,000 note maturing one year from the date of 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. The
$200,000 note does not bear interest, except for default interest at the rate of 8% per annum. 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.

On September 18, 2025, the Company also granted
Mr. De Prado a 16-month license to use and access the Fintech assets (excluding the MVNO assets). The Fintech assets are being held in
escrow by AM Law pending the holder’s conversion of the $200,000 note. These agreements were fully consummated on October 21, 2025
upon escrow release.

The Cuentas Business Model

The Cuentas business model contemplates integrated
communications, entertainment, and lifestyle services to deliver a mobile-first consumer experience. Through proprietary technology and
strategic media alliances, Cuentas intends to combine mobile telephony, premium entertainment content, and digital lifestyle services
into a single, vertically integrated ecosystem. Through its 51% ownership of World Mobile LLC, Cuentas intends to integrate existing and
emerging technologies to deliver reliable and unique mobile services, including voice, text, data, VPN-enabled connectivity, and next-era
communications solutions. These services are edesigned to seamlessly support high-quality media consumption and live interactive entertainment.
Through its 51% ownership of World Mobile Media Group LLC, Cuentas is modernizing the entertainment marketplace by building a leading
decentralized media platform that combines licensed and original content, live events, creator-driven programming, and socially impactful
content that drives fan engagement and mobile subscribers. It delivers top-tier talent through a proven, high-performance transmission
platform and monetizes premium entertainment via pay-per-minute, pay-per-event, and free, ad-supported on-demand programming to maximize
reach, engagement, and diversified revenue. Cuentas’ mobile network serves as the exclusive distribution platform for its entertainment
offerings, unifying a consumer that integrates connectivity, content, and lifestyle services.

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,” a decentralized
telecom model that uses blockchain to track network usage and compensate participating operators. World Mobile’s hybrid system enables
local operators to deploy small “AirNode” access points that connect end-users to the internet, while larger backbone nodes
perform authentication and routing functions, with all traffic and revenue sharing recorded on a blockchain-based infrastructure.

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World Mobile’s platform has been proven in multiple international
markets, with over 100,000 AirNodes deployed globally and approximately 3 million daily active users relying on the network as of early
2026, and with commercial launches and field deployments in regions including Zanzibar and mainland Tanzania, Kenya, Mozambique, Nigeria,
the Philippines and the United States. These deployments demonstrate that the platform can scale across both emerging and developed markets,
providing a basis for Cuentas to pursue growth opportunities in the U.S. market using WMG’s decentralized telecom and sharing-economy
technology.

Strategic Partners

Cuentas Mobile

Cuentas Mobile is our Mobile Virtual Network Operator
(“MVNO”) trade name, which provided Cuentas Mobile branded SIM and eSIM cards along with attractively priced prepaid voice,
text, and data mobile phone services to a limited customer base. Cuentas has signed strategic agreements 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 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 vertical markets and 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 many countries around
the world.

We believe that our potential customers will migrate
away from legacy telephone systems and one-dimensional mobile carriers to enhanced mobility solutions with streaming and entertainment
offerings. The Company’s technological advantage and the synergies created by its combination of top level mobile phone and data
network services will make its products increasingly useful for streaming and entertainment 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 has no further operations
but its FCC 214 Authority is active.

On April 21, 2025, the Company and World Mobile
Group Ltd (“World Mobile”), a UK limited company, 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 to leverage the World Mobile sharing economy to expand network coverage and provide affordable connectivity. 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.

On November 12, 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. Product and platform development continued and initial services were provided starting April 2026.

On February 23, 2026, World Mobile Group Ltd. exercised its conversion
rights regarding the $260,000 convertible promissory note which was converted in its entirety in exchange for 1,277,018 common shares
of CUEN, equal to approximately 18.5% of Cuentas equity.

5

Regulatory Compliance

We operate in an ever-evolving and complex legal
and regulatory environment. We, the products and services that we offer and market, 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; federal and state consumer
protection laws, and regulations relating to privacy and data security; and foreign jurisdiction telecom 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.

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 Corporation entered into
a Definitive Joint-Venture Agreement, and on December 8, 2021 the parties formed CuentasMAX LLC (“CuentasMAX”), a joint venture
to deploy WaveMAX’s WiFi6 shared network technology in high-traffic convenience stores and bodegas in the United States. The CuentasMAX
joint venture remains in existence and, as of December 31, 2025, the Company continued to hold a 50% equity interest (directly or indirectly)
in CuentasMAX; however, deployment activities have to date been limited and the JV has not generated revenues.

Pursuant to the Agreement, CuentasMAX obtained exclusive rights to
use WaveMAX’s patented WiFi6 “SharedFi” technology in the Company’s targeted bodega network, and the parties began
installing access points at selected pilot locations in New York City, Los Angeles and Puerto Rico. As of December 31, 2024 and 2025,
approximately 30 WiFi6 access points had been installed at small businesses such as bodegas, restaurants, beauty salons and gas stations,
and CuentasMAX had entered into pilot project agreements with local bodega and business associations in New York, Los Angeles and Puerto
Rico.

From an operational standpoint, CuentasMAX has
remained in a pilot and proof-of-concept phase and has not scaled to the originally contemplated 1,000 retail locations due primarily
to the Company’s limited financial resources, competing capital needs and the need to secure additional third-party funding and
commercial partners to support a larger rollout. As a result, the Company funded only $20,000 into CuentasMAX and recorded equity method
losses of approximately $38,000 through December 31, 2024, and the joint venture had not recognized operating revenues as of December
31, 2025, although management continues to view the CuentasMAX footprint and technology rights as a potential distribution and connectivity
platform that may be leveraged in conjunction with its planned integration with World Mobile LLC and other strategic initiatives.

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.

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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.

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.

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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.
Cuentas has no current intent to invest into real estate as part of our business plan.

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 and OTCQB Relisting

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. Cuentas was relegated to the “Expert
Market” classification of OTC on Nov 7, 2024 due to failure to file its 10Q reports on time. On July 2, 2025, Cuentas filed its
2024-Q2 and 2024-Q3 10Q reports and then filed its 10k for the period ending 12/31/2024 on 11/19/2025. Subsequently, Cuentas filed the
2025-Q1, Q2 and Q3 10Q reports on Sept 30. 2025 to regain compliant status and initiate the process to be qualified to trade on open
markets. On February 5, 2026, Cuentas was upgraded to OTCQB and started trading. Currently CUEN and CUENW are listed as OTCQB making
the shares freely available to trade.

Employees

As of March 31, 2026, our management team consisted
of the Chief Executive Officer, and Interim 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.”