Paradium.AI, Inc.

KPMG LLPAon Center Suite 5500 200 E. Randolph Street Chicago, IL 60601-6436

To the Stockholders and the Board of Directors

The Arena Group Holdings, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of The Arena Group Holdings, Inc. and subsidiaries (the Company) as of December 31, 2024, the related consolidated statements of operations and comprehensive loss, stockholders’ deficiency, and cash flows for the year then ended December 31, 2024, and the related notes and financial statement schedule II (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

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 suffered recurring net losses from continuing operations and has a working capital deficit that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. 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 audit 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 consolidated 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 audit included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides 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 consolidated 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 consolidated 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 consolidated 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.

Valuation of goodwill

As discussed in Note 2 and 11 to the consolidated financial statements, goodwill is tested for impairment at least annually on October 31, or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. The Company determines the fair value of its reporting units using an equal weighting of the discounted cash flow method of an income approach and the value indicated by the market approach. The assumptions used to determine the fair value of goodwill include projections of revenue growth, operating margins, the long-term rates of growth and the discount rate. The Company has $42,575 thousand of goodwill as of December 31, 2024, which relates to four reporting units.

We identified the evaluation of the goodwill impairment analysis as a critical audit matter. There was a high degree of subjective auditor judgment in evaluating the key assumptions used in the discounted cash flow analysis used to estimate the fair value of the reporting units. Changes to those assumptions, including revenue growth rates, operating margin projections, the long-term rates of growth and the discount rate could have had a significant effect on the Company’s determination of the fair value of the reporting units. Additionally, the use of professionals with specialized skills and knowledge was required to assess the long-term rates of growth and the discount rate assumptions.

The following are the primary procedures we performed to address this critical audit matter. We performed sensitivity analyses over the Company’s revenue growth rates and operating margin projection assumptions to assess the impact any changes to those assumptions could have had on the Company’s fair value estimate. We evaluated the revenue growth rates and operating margin projection assumptions by (1) comparing them to the historical results of the reporting units, (2) comparing such assumptions to industry reports and (3) assessing the impact of external economic factors. In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in:

Sufficiency of audit evidence over programmatic advertising revenue and publisher revenue

As discussed in Note 2 to the consolidated financial statements, the Company recorded digital advertising revenue of $93,008 thousand, a portion of which related to programmatic advertising revenue, and licensing and publisher revenue of $8,781 thousand, a portion of which related to publisher revenue, for the year ended December 31, 2024.

We identified the evaluation of the sufficiency of audit evidence related to programmatic advertising revenue and publisher revenue as a critical audit matter. Subjective auditor judgment was required to determine the nature and extent of procedures to be performed over programmatic advertising and publisher revenue due to the high volume of transactions dependent on third party service providers and other parties responsible for the initiation and processing of transactions and the determination of transaction price.

The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over programmatic advertising and publisher revenue, including the initiation and satisfaction of performance obligations and determination of transaction price. We evaluated the design and tested the operating effectiveness of certain internal controls related to the programmatic advertising revenue process, which included controls residing at certain third-party service providers. For a sample of programmatic advertising revenue transactions, we compared the amounts recognized to underlying impressions reports received from third party service organizations, cash receipts, and external confirmation of transactions from certain customers. For a sample of publisher revenue transactions, we compared the amounts recognized to revenue share statements received directly from publisher partners and cash receipts. We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the appropriateness of the nature and extent of such evidence.

/s/ KPMG LLP

We have served as the Company’s auditor since 2024.

Chicago, Illinois

April 15, 2025

To the Shareholders and Board of Directors of

The Arena Group Holdings, Inc. and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of The Arena Group Holdings, Inc. and Subsidiaries (the “Company”) as of December 31, 2023, the related consolidated statements of operations and comprehensive loss, stockholders’ deficiency and cash flows for the year then ended, 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, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.****

Explanatory Paragraph – Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company has a significant working capital deficiency, has incurred significant losses and may need to restructure its debt to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated 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 audit. 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 audit 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 audit 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 audit 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 audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters 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. We determined that there are no critical audit matters.

/s/ Marcumllp

Marcum LLP

We have served as the Company’s auditor from 2019 through July 11, 2024.

New York, NY

April 1, 2024, except for Notes 3 and 26, as to which the date is April 15, 2025