USCB FINANCIAL HOLDINGS INC

Stockholders and the Board of Directors of

Doral, Florida

Opinion on the Financial Statements

We

have

audited

the

balance sheets

of USCB

Inc. (the

"Company")

as

of

31,

and

2022,

the

related

of

comprehensive income

(loss), changes

in stockholders’

equity,

and cash

flows for

the years

then ended,

and the

related

notes

(collectively

referred

to as

the

"financial statements").

In

our opinion,

the

statements present fairly, in all material respects, the

financial position of the Company

2023 and 2022, and the results

of its operations and its cash

flows for the years then ended, in conformity

with accounting principles generally accepted in the United

States of America.

Explanatory Paragraph - Change in Accounting Principle

As discussed in Note 1 to the financial

statements, the Company has changed its method of accounting for

credit losses effective January 1, 2023 due to the adoption

of ASU 2016-13 Financial Instruments – Credit

Losses

(ASC

Topic

326).

The

Company

adopted

the

new

credit

loss

standard

using

the

modified

retrospective

method

such

that

prior

period

amounts

are

not

adjusted

and

to

be

in

accordance with previously applicable generally accepted accounting

principles.

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

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

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.

Our

audits

to

assess

the

risks

of

misstatement

of

the

statements, whether

due to

error or

fraud, and

performing procedures

that respond

to those

risks.

Such

included examining,

on a

test basis,

evidence

regarding the

amounts

and disclosures

in the

Our

audits

also

the

principles

used

and

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.

/s/ Crowe LLP

We have served as the Company's auditor since

Fort Lauderdale, Florida