▸ Components of our offerings include various types of software and services licensed from unaffiliated parties.· · · ● 1 ▸ Customers of our offerings need to be able to access our platform at any time, without interruption or degradation of performance.· · · ● 1 ▸ Internet access is frequently provided by companies that have significant market power and the ability to take actions that degrade, disrupt, or increase the cost of user access to our offerings.· · · ● 1 ▸ Our AI-driven offerings could generate output that is infringing, and we could be subject to claims or lawsuits, including for infringement of third-party intellectual property rights as a result of the output of such AI offerings.· · · ● 1 ▸ Our customers depend on our customer success managers to resolve issues and realize the full benefits relating to our platform, products, and solutions.· · · ● 1 ▸ See “Our expanded use of AI and generative AI technologies, including their incorporation into our offerings, may expose us to increased liability and new regulatory, compliance, and ethical risks” below for further information.· · · ● 1 ▸ The authorities in the jurisdiction in which we operate and do business could review our tax returns or require us to file tax returns in jurisdictions in which we are not currently filing, and could impose additional tax, interest, and penalties.· · · ● 1 ▸ We also rely on cloud technologies from third parties in order to operate critical functions of our business, including financial management services, relationship management services, and lead generation management services.· · · ● 1 ▸ We also rely on the EU standard contractual clauses (“SCCs”) and the UK Addendum to the SCCs, as relevant, to transfer personal information outside the EEA and the UK with respect to both intragroup and third party transfers.· · · ● 1 ▸ We have launched and recently further enhanced AI-driven offerings, including Work Genie and Class Genie, Agentic Avatars, Publishing Agents and Content Lab, that rely on generative models or other advanced algorithms.· · · ● 1 ▸ We may be subject to online content regulations, and our actual or perceived failure to comply with applicable regulations could adversely affect our business.· · · ● 1 ▸ We may take advantage of these exemptions until the last day of our fiscal year following the fifth anniversary of the closing of our IPO or such earlier time that we are no longer an emerging growth company.· · · ● 1 ▸ Data security breaches could also expose us to liability under various laws and regulations across jurisdictions and increase the risk of litigation and governmental or regulatory investigation.· · ● ● 2 ▸ If our plan to acquire or invest in AI-focused or niche vertical businesses is not successful, our future growth could be limited and our operating results could suffer.· · ● ● 2 ▸ In order for our services to be successful, there must be a reasonable price model in place to allow for the continuous distribution of digital media files.· · ● ● 2 ▸ In order to protect our intellectual property and proprietary rights and to monitor for and take action against any infringement, misappropriation or other violations thereof, we may be required to spend significant resources.· · ● ● 2 ▸ Operating on public cloud infrastructure and the redundancy in cloud infrastructure to satisfy different local data privacy regimes have increased our variable costs, which may lead to higher overall costs.· · ● ● 2 ▸ Our business depends on the ability of our customers and end users to access the internet, and our offerings could be blocked or restricted in some countries for various reasons.· · ● ● 2 ▸ Our expanded use of AI and generative AI technologies, including their incorporation into our offerings, may expose us to increased liability and new regulatory, compliance, and ethical risks.· · ● ● 2 ▸ Our global operations expose us to the risk of violating, or being accused of violating, Trade Controls.· · ● ● 2 ▸ We cannot predict future exchange rate trends, and our ability to hedge against currency fluctuations may be limited.· · ● ● 2 ▸ We have limited or no control over the extent to which any of these circumstances may occur, and if network access or distribution prices rise, our business, financial condition and results of operations would likely be adversely affected.· · ● ● 2 ▸ We sometimes leverage third parties to sell our offerings and conduct our business abroad.· · ● ● 2 ▸ We may face risks associated with our use of certain AI and machine learning model technologies and compliance with the evolving regulatory framework around AI development and use.· ● ● ● 3 ▸ See “Risk Factors – Risks Related to Our Business and Industry”- “We may face risks associated with our use of certain AI and machine learning model technologies and compliance with the evolving regulatory framework around AI development and use”.· · ● · 1 ▸ Those circumstances may encourage certain stockholders, activists and others to take advantage of the distressed stock price and market conditions to pursue aggressive or hostile actions that may not be in the interests of all of our stockholders.· · ● · 1 ▸ We cannot guarantee we will conduct share repurchases in any specified amounts or particular frequency.· · ● · 1 ▸ We may pursue targeted acquisitions or investments in specialized verticals or AI-centric companies as part of our 2025 strategy to expand our product offerings.· · ● · 1 ▸ Most members of our management team have little experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies.· ● ● · 2 ▸ Any of the foregoing could have a material adverse effect on our business, including our financial condition, results of operations and reputation.● · · · 1 ▸ Customers of our offerings need to be able to access our platform at any time, without interruption or degradation of performance. Commencing in the third quarter of 2020, we accelerated our plans to move from our own data centers to public● · · · 1 ▸ Our failure to offer high quality customer support would have an adverse effect on our business, reputation, and results of operations.● ● ● · 3 ▸ Our principal stockholders continue to have significant influence over us.● ● ● · 3 ▸ Our stockholder rights plan, or “poison pill,” includes terms and conditions that could discourage a takeover or other transaction that stockholders may consider favorable.● · · · 1 ▸ The COVID-19 pandemic could adversely affect our business, financial condition, and results of operations.● · · · 1 ▸ The continuing impact of “Brexit” may have a negative effect on our business.● · · · 1 ▸ The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. We base our● · · · 1 ▸ A portion of our revenue is generated by sales to government entities, which are subject to a number of challenges and risks.● ● ● ● 4 ▸ A real or perceived bug, defect, security vulnerability, error, or other performance failure involving our platform, products or solutions could cause us to lose revenue, damage our reputation, and expose us to liability.● ● ● ● 4 ▸ A version of our Rich Media Content Management System and its underlying APIs is licensed to the public under an open source license, which could negatively affect our ability to monetize our offerings and protect our intellectual property rights.● ● ● ● 4 rw ▸ Actions by governments to restrict access to our offerings in their countries or to require us to disclose or provide access to information in our possession could harm our business, financial condition, and results of operations.● ● ● ● 4 ▸ An active public trading market may not be sustained.● ● ● ● 4 ▸ Certain tax benefits that are available to us require us to continue to meet various conditions and may be terminated or reduced in the future, which could increase our costs and taxes.● ● ● ● 4 ▸ Changes in U.S. and foreign tax laws could have a material adverse effect on our business, cash flow, results of operations, or financial conditions.● ● ● ● 4 ▸ Changes in financial accounting standards or practices may cause adverse, unexpected financial reporting fluctuations and affect our results of operations.● ● ● ● 4 ▸ Changes in laws and regulations related to the internet, changes in the internet infrastructure itself, or increases in the cost of internet connectivity and network access may diminish the demand for our offerings and could harm our business.● ● ● ● 4 ▸ Currency exchange rate fluctuations affect our results of operations, as reported in our financial statements.● ● ● ● 4 ▸ Failure to comply with anti-bribery, anti-corruption, anti-money laundering laws, and similar laws, could subject us to penalties and other adverse consequences.● ● ● ● 4 ▸ Failure to protect our proprietary technology, or to obtain, maintain, protect, and enforce sufficiently broad intellectual property rights therein, could substantially harm our business, financial condition, and results of operations.● ● ● ● 4 ▸ Future sales of substantial amounts of our common stock in the public markets, or the perception that such sales might occur, could reduce the price that our common stock might otherwise attain.● ● ● ● 4 ▸ If industry or financial analysts do not publish research or reports about our business, or if they issue inaccurate or unfavorable research regarding our common stock, the market price and trading volume of our common stock could decline.● ● ● ● 4 ▸ If our existing customers do not renew their subscriptions, or if they renew on terms that are less economically beneficial to us, it could have an adverse effect on our business, financial condition, and results of operations.● ● ● ● 4 ▸ If we are not able to maintain and enhance awareness of our brand, especially among developers and IT operators, as well as new departments such as marketing, our business, financial condition, and results of operations may be adversely affected.● ● ● ● 4 ▸ If we are not successful in sustaining and expanding our international business, we may incur additional losses and our revenue growth could be adversely affected.● ● ● ● 4 ▸ Incorrect implementation or use of, or our customers’ failure to update, our software could result in customer dissatisfaction and negatively affect our business, financial condition, results of operations and growth prospects.● ● ● ● 4 ▸ Increased attention to environmental, social and governance (“ESG”) matters may require us to incur additional costs or otherwise adversely impact our business.● ● ● ● 4 ▸ Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement, misappropriation, violation, and other losses.● ● ● ● 4 ▸ Our Certificate of Incorporation provides that the doctrine of “corporate opportunity” will not apply with respect to any director or stockholder who is not employed by us or our subsidiaries.● ● ● ● 4 ▸ Our ability to use our net operating loss carryforwards to offset future taxable income may be subject to certain limitations.● ● ● ● 4 ▸ Our business may be adversely affected by third-party claims, including by governmental bodies, regarding the content and advertising distributed through our offerings.● ● ● ● 4 ▸ Our corporate culture has contributed to our success, and if we cannot maintain this culture as we grow, we could lose the innovation, creativity, and entrepreneurial spirit we have worked to foster, which could adversely affect our business.● ● ● ● 4 ▸ Our corporate structure and intercompany arrangements are subject to the tax laws of various jurisdictions, and we could be obligated to pay additional taxes, which would adversely affect our results of operations.● ● ● ● 4 ▸ Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.● ● ● ● 4 ▸ Our failure to have sufficient capital to do any of these things could adversely affect our business, financial condition and results of operations, and our ability to execute our growth strategy.● ● ● ● 4 ▸ Our failure to raise additional capital or generate the significant capital necessary to expand our operations and invest in new offerings could reduce our ability to compete and could adversely affect our business.● ● ● ● 4 ▸ Our indebtedness could adversely affect our ability to raise additional capital to fund operations, limit our ability to react to changes in the economy or our industry and prevent us from meeting our financial obligations.● ● ● ● 4 ▸ Our international operations and expansion expose us to risk.● ● ● ● 4 ▸ Our results of operations are likely to fluctuate from quarter to quarter and year to year, which could adversely affect the trading price of our common stock.● ● ● ● 4 ▸ Our use of open-source software could negatively affect our ability to sell our offerings and subject us to possible litigation.● ● ● ● 4 rw ▸ Political, economic, and military conditions in Israel could materially and adversely affect our business.● ● ● ● 4 ▸ Risks Related to Information Technology, Intellectual Property and Data Privacy and Security● ● ● ● 4 ▸ group Risks Related to Other Legal, Regulatory and Tax Matters● ● ● ● 4 ▸ group Risks Related to Our Business and Industry● ● ● ● 4 ▸ group Risks Related to Our Operations in Israel● ● ● ● 4 ▸ group Risks Related to Ownership of our Common Stock● ● ● ● 4 ▸ group Risks Related to our Debt, Liquidity and Capitalization● ● ● ● 4 ▸ The failure to effectively develop and expand our marketing and sales capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our offerings.● ● ● ● 4 ▸ The length of our sales cycle can be unpredictable, particularly with respect to sales to large customers, and our sales efforts may require considerable time and expense.● ● ● ● 4 ▸ The loss of one or more of our significant customers, or any other reduction in the amount of revenue we derive from any such customer, would adversely affect our business, financial condition, results of operations and growth prospects.● ● ● ● 4 ▸ The requirements of being a public company may strain our resources, divert management’s attention, and affect our ability to attract and retain qualified board members.● ● ● ● 4 rw ▸ The sales prices of our offerings may change, which may reduce our revenue and gross profit and adversely affect our financial results.● ● ● ● 4 ▸ Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could expose us to greater than anticipated tax liabilities.● ● ● ● 4 ▸ Unfavorable conditions in our industry or the global economy or reductions in information technology spending could limit our ability to grow our business and negatively affect our results of operations.● ● ● ● 4 ▸ We are an “emerging growth company”, and we cannot be certain if the reduced disclosure requirements applicable to us will make our common stock less attractive to investors.● ● ● ● 4 rw ▸ We are subject to various governmental export control, trade and economic sanctions, and import laws and regulations that could impair our ability to compete in international markets or subject us to liability if we violate these controls.● ● ● ● 4 ▸ We could incur substantial costs and otherwise suffer harm as a result of any claim of infringement, misappropriation or other violation of another party’s intellectual property or proprietary rights.● ● ● ● 4 ▸ We depend on our management team and other key employees, and the loss of one or more of these employees or an inability to attract and retain highly skilled employees could adversely affect our business.● ● ● ● 4 ▸ We expect our revenue mix to vary over time, which could negatively impact our gross margin and results of operations.● ● ● ● 4 ▸ We have a history of losses and may not be able to achieve or maintain profitability.● ● ● ● 4 ▸ We may become subject to claims for remuneration or royalties for assigned service invention rights by our employees and consultants, which could result in litigation and would adversely affect our business.● ● ● ● 4 ▸ We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of our common stock, which could depress the price of our common stock.● ● ● ● 4 ▸ We recognize a significant portion of revenue from subscriptions over the term of the relevant subscription period, and as a result, downturns or upturns in sales are not immediately reflected in full in our results of operations.● ● ● ● 4 ▸ We rely on third parties, including third parties outside the United States, for some of our software development, quality assurance, operations, and customer support.● ● ● ● 4 ▸ Your ownership and voting power may be diluted by the issuance of additional shares of our common stock in connection with financings, acquisitions, investments, our equity incentive plans or otherwise.● ● ● ● 4