▸ AI-enabled search functionality has the potential to disrupt traffic, monetization, and content visibility, particularly for our news operations.· · · · ● 1 ▸ Competition for traffic to, and engagement with, our content, products, and services is considerable. We compete against many companies to attract and engage traffic, including companies that have greater financial resources and larger· · · · ● 1 ▸ In 2022, we recorded material charges related to the impairment of our goodwill and certain long-lived assets.· · · · ● 1 ▸ Litigation or governmental investigations can impact our business practices and operating results.· · · · ● 1 ▸ Our outstanding warrants are significantly out of the money, and it is likely they will expire worthless.· · · · ● 1 ▸ There is substantial doubt about our ability to continue as a going concern.· · · · ● 1 ▸ We may not be able to successfully develop or launch new applications, and even if launched, these initiatives may incur losses for an extended period.· · · · ● 1 ▸ We may not obtain the expected benefits of the incubator financing structure and may incur additional costs.· · · · ● 1 ▸ Audience loyalty and brand reputation, and in turn ad revenue, may be adversely impacted amid growing skepticism towards traditional media.· · · ● ● 2 ▸ Our common stock market price and trading volume could decline if securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business.· · · ● ● 2 ▸ If our relationship with any advertising partner terminates for any reason, or if our relationship with any of these partners are renewed on less favorable terms, our revenue could be adversely impacted.· · ● ● ● 3 ▸ If the market for digital advertising develops more slowly or differently than we expect, our business, growth prospects, and financial condition could be adversely affected.· · ● ● ● 3 ▸ If we fail to comply with the continued listing requirements of Nasdaq, our common stock may be delisted and the price of our common stock and our ability to access the capital markets could be negatively impacted.· · ● ● ● 3 ▸ Our flexible working arrangements may have an adverse effect on our business.· · ● ● ● 3 ▸ Our historical financial results should not be relied upon as indicators of our future performance.· · ● ● ● 3 ▸ Relationships with third parties managing certain of our branded operations outside of the U.S. may materially and adversely affect our reputation.· · ● ● ● 3 ▸ Unless our common stock continues to be listed on a national securities exchange or quoted on Nasdaq, it will become subject to the so-called “penny stock” rules that impose restrictive sales practice requirements.· · ● ● ● 3 ▸ We have incurred operating losses in the past, may incur operating losses in the future, and may not achieve or maintain profitability in the future.· · ● ● ● 3 ▸ We may not realize the expected financial and operational benefits of our restructuring plans, and the implementation may negatively impact our business.· · ● ● ● 3 rw ▸ Adverse economic conditions in the U.S. and globally, including the potential onset of recession, could have a negative effect on our business, results of operations, financial condition, and liquidity.· ● ● ● ● 4 ▸ If our existing shareholders sell, or indicate an intent to sell, amounts of our Class A common stock in the public market, the trading price of our ordinary shares could decline.· ● ● ● ● 4 rw ▸ If we do not consistently produce high quality content and products in a timely manner, our revenue may be materially and negatively impacted.· ● ● ● ● 4 ▸ Our applications of AI generally may not be successful, which may impair our ability to compete effectively, result in reputational harm and have a material adverse impact on our operating results.· ● ● ● ● 4 rw ▸ Our current or future debt obligations may restrict our business operations.· ● ● ● ● 4 rw ▸ The multi-class structure of our common stock has the effect of concentrating voting power with our Chief Executive Officer, which limits other stockholders’ ability to influence the outcome of important transactions, including a change in control.· ● ● ● ● 4 ▸ Use of content creators and on-camera talent may materially and adversely affect our reputation.· ● ● ● ● 4 ▸ We have experienced and are exposed to potential impairment charges on certain assets.· ● · · ● 2 rw ▸ Given these risks and uncertainties, there can be no assurance that our efforts to launch and grow a social media platform will be successful or result in the anticipated benefits.· · · ● · 1 ▸ We may not be able to successfully execute on our planned build of a new social media platform and, even if successful, the initiative may lose money over the near to medium term.· · · ● · 1 ▸ Sales of a substantial number of such shares in the public markets may adversely affect the market price of our Class A common stock, the impact of which is increased as the value of our stock price increases.· · ● · · 1 ▸ The COVID-19 pandemic and other similar health pandemics or epidemics may have an adverse effect, or a temporary and unsustainable positive impact, on our business, results of operations, and financial condition.· · ● · · 1 ▸ U.S. financial system, which may have an impact on the broader capital markets and, in turn, our ability to access those markets.· · ● · · 1 ▸ We have recorded significant impairment charges in the past and could do so again in the future, which could have a material adverse impact on our results of operations.· · ● ● · 2 rw ▸ We make our content available across a variety of operating systems and through websites. We are dependent on the compatibility of our content with popular devices, streaming tools, desktop and mobile operating systems and web· · ● · · 1 ▸ Failure to comply with laws and regulations with respect to contracts, securities, privacy, data protection, content regulation, intellectual property, consumer protection, e-commerce, marketing, advertising, messaging, rights of· ● · · · 1 ▸ Rising interest rates may impact our ability to refinance our debt when it comes due on acceptable terms, if at all, which would have a negative effect on our business, results of operations, financial condition, and liquidity.· ● · · · 1 ▸ The Notes may impact our financial results, result in the dilution of our stockholders, create downward pressure on the price of our Class A common stock, and restrict our ability to raise additional capital or take advantage of future opportunities.· ● ● ● · 3 ▸ We are pursuing registration of trademarks and domain names in the U.S. and in certain jurisdictions outside of the U.S. Effective protection of trademarks and domain names is expensive and difficult to maintain, both in terms of· ● ● ● · 3 ▸ Failure to comply with laws and regulations with respect to privacy, data protection and consumer marketing practices, could adversely affect our business.● · · · · 1 ▸ If our security measures are breached, our sites and applications may be perceived as not being secure, traffic and advertisers may curtail or stop viewing our content or using our services, and our business and operating results could be harmed.● ● · · · 2 ▸ Our business could also be harmed if these platforms change their terms and conditions relating to how their users share information on or through their platforms or across other platforms, which could impact our traffic and engagement.● ● · · · 2 ▸ Our management team has limited experience managing a public company.● ● ● · · 3 ▸ Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our common shares.● ● · · · 2 ▸ There can be no assurance that the warrants will be in the money at the time they become exercisable, and they may expire worthless.● ● ● ● · 4 ▸ There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq, which could limit investors’ ability to complete transactions in our securities and subject us to additional trading restrictions.● ● · · · 2 rw ▸ Warrants that are accounted for as a warrant liability will be recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of our common stock.● · · · · 1 ▸ We have incurred significant operating losses in the past, and we may not be able to sustain our recent levels of revenue and generate sufficient revenue to achieve or maintain profitability or generate positive cash flow.● ● · · · 2 rw ▸ We may issue additional shares of Class A common stock (including upon the exercise of warrants) which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.● ● · · · 2 rw ▸ We may not be able to successfully integrate our acquisitions, and we may incur significant costs to integrate and support the companies we acquire.● ● · · · 2 ▸ We may still incur substantially more debt or take other actions that would diminish our ability to make payments on the Notes when due.● ● · · · 2 ▸ Acquisitions, dispositions, joint ventures, strategic partnerships and strategic investments could disrupt our business and harm our financial condition and operating results.● ● ● ● ● 5 rw ▸ Anti-takeover provisions contained in our certificate of incorporation, as well as provisions of Delaware law, could impair a takeover attempt.● ● ● ● ● 5 ▸ Changes to our existing content and services could fail to attract traffic and advertisers or fail to generate revenue.● ● ● ● ● 5 ▸ Compliance obligations under the Sarbanes-Oxley Act may require substantial financial and management resources.● ● ● ● ● 5 rw ▸ If we are unable to compete effectively with our competitors for traffic and advertising spend, our business and operating results could be harmed.● ● ● ● ● 5 ▸ If we are unable to manage the complexity of our global operations successfully, our business, financial condition and operating results could be adversely affected.● ● ● ● ● 5 ▸ If we fail to effectively invest in our business, operating results could be harmed.● ● ● ● ● 5 rw ▸ International Challenges and Risks.● ● ● ● ● 5 rw ▸ Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.● ● ● ● ● 5 ▸ Our business and operating results may be harmed by a disruption in our service, or by our failure to timely and effectively scale and adapt our existing technology and infrastructure.● ● ● ● ● 5 ▸ Our business is subject to the risks of earthquakes, fire, power outages, floods, and other catastrophic events, and to interruption by man-made problems such as terrorism.● ● ● ● ● 5 rw ▸ Our financial results have fluctuated in the past and will fluctuate in the future.● ● ● ● ● 5 rw ▸ Our intellectual property rights are valuable, and any inability to protect, or challenges to, them could reduce the value of our content, services, and brand.● ● ● ● ● 5 rw ▸ Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the U.S.● ● ● ● ● 5 rw ▸ Our warrants that are accounted for as liabilities and the changes in value of our warrants could have a material effect on the market price of our common stock or our financial results.● ● ● ● ● 5 rw ▸ group Risks Related to Financial and Accounting Matters● ● ● ● ● 5 ▸ group Risks Related to Legal and Regulatory Matters● ● ● ● ● 5 ▸ group Risks Related to Our Business and Industry● ● ● ● ● 5 ▸ group Risks Related to Ownership of Our Securities● ● ● ● ● 5 ▸ Significant impairments of our intellectual property rights, and limitations on our ability to assert our intellectual property rights against others, could harm our business and our ability to compete.● ● ● ● ● 5 ▸ Some of our employees are unionized, and our business and results of operations could be adversely affected if labor agreements were to further restrict our ability to maximize the efficiency of our operations.● ● ● ● ● 5 ▸ The levels of our traffic to, and engagement with, our brands and content are critical to our success.● ● ● ● ● 5 rw ▸ The loss of key personnel, management having limited public company experience, or our failure to attract and retain other highly qualified personnel in the future, could harm our business.● ● ● ● ● 5 rw ▸ The market price of our securities is volatile, which may increase the risk of securities-related litigation, or cause the loss of part or all of holders’ investments.● ● ● ● ● 5 rw ▸ These provisions, alone or together, could delay hostile takeovers and changes in control of our company or changes in our board of directors or our management.● ● ● ● ● 5 rw ▸ We are a “controlled company” within the meaning of Nasdaq rules and, as a result, qualify for exemptions from certain corporate governance requirements.● ● ● ● ● 5 ▸ We are subject to changing laws and regulations regarding regulatory matters, corporate governance, and public disclosure that have increased our costs and the risk of non-compliance.● ● ● ● ● 5 rw ▸ We derive a significant portion of our revenue from advertising products and our relationships with our advertising partners.● ● ● ● ● 5 rw ▸ We may become party to intellectual property rights claims that are expensive and time consuming to defend, and, if resolved adversely, could have a significant impact on our business, financial condition, or operating results.● ● ● ● ● 5 rw ▸ We may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to the holder, thereby making the warrants worthless.● ● ● ● ● 5 ▸ We may require additional capital to support our operations and we cannot be certain that this capital will be available on reasonable terms when required, or at all.● ● ● ● ● 5 rw 
