What changed in this filing

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Item 1A. Risk Factors

2021-11-08 compared with 2021-08-09 · 28 added, 11 removed, 28 unchanged (58% of the section changed)

Reference is made to Part I Item 1A.

Risk Factors in our Annual Report on Form 10–K for the year ended December 31, 2020 and in our Current Report on Form 8-K filed on June 1, 2021.

Except as set forth below, there have

been no material changes to the risk factors contained in our Quarterly Report on Form 10-Q for the three months ended June 30, 2021.

There has been significant recent dilution and may continue to be additional future dilution of our Class A common stock, which could adversely affect the market price of shares of our Class A common stock.

The risks of future dilution must also be weighed against the risks of failing to increase our authorized shares, which could adversely affect the market price of shares of our Class A common stock.

From January 1, 2020 through August 2, 2021, we have issued 461,250,163 shares of our Class A common stock in a combination of at-the-market sales, conversion of Class B common stock, conversion of notes, exchanges of notes, transaction fee payments, and equity grant vesting.

As of August 2, 2021, there were 513,330,240 shares of Class A common stock issued and outstanding.

Risk Factors in our Annual Report on Form 10–K for the year ended December 31, 2020 and in our Current Report on Form 8-K filed on June 1, 2021, which sets forth information relating to important risks and uncertainties that could materially adversely affect our business, financial condition or operating results.

Except as set forth below, there have been no material changes to the risk factors contained in our Quarterly Report on Form 10-Q for the three months ended September 30, 2021.

There has been significant recent dilution and there may continue to be additional future dilution of our Class A common stock, which could adversely affect the market price of shares of our Class A common stock.

The risks of future dilution must also be weighed against the risks of failing to increase our authorized shares, each of which could adversely affect the market price of shares of our Class A common stock.

From January 1, 2020 through November 2, 2021, we have issued 461,880,707 shares of our Class A common stock in a combination of at-the-market sales, conversion of Class B common stock, conversion of notes, exchanges of notes, transaction fee payments, and equity grant vesting.

As of November 2, 2021, there were 513,960,784 shares of Class A common stock issued and outstanding.

The dilutive effect of these issuances was partially offset by the cancellation of 51,769,784 shares of our Class B common stock.

12 unchanged sentences

For example, during 2021 to date, the market price of our Class A common stock has fluctuated from an intra-day low of $1.91 per share on January 5, 2021 to an intra-day high on the NYSE of $72.62 on June 2, 2021.

Since June 2, 2021, the trading price has reached an intra-day low on the NYSE of $28.91 per share on August 5, 2021 and the last reported sale price of our Class A common stock on the NYSE on August 5, 2021 was $33.51 per share.

During 2021 to date, daily trading volume ranged from approximately 23,598,200 to 1,222,342,500 shares.

3 unchanged sentences

The market volatility and trading patterns we have experienced create several risks for investors, including the following:

● the market price of our Class A common stock has experienced and may continue to experience rapid and

substantial increases or decreases unrelated to our operating performance or prospects, or macro or industry fundamentals, and substantial increases may be significantly inconsistent with the risks and uncertainties that we continue to face;

● the market price of our Class A common stock has experienced and may continue to experience rapid and substantial increases or decreases unrelated to our operating performance or prospects, or macro or industry fundamentals, and substantial increases may be significantly inconsistent with the risks and uncertainties that we continue to face;

● factors in the public trading market for our Class A common stock include the sentiment of retail investors (including as may be expressed on financial trading and other social media sites and online forums), the direct access by retail investors to broadly available trading platforms, the amount and status of short interest in our securities, access to margin debt, trading in options and other derivatives on our Class A common stock and any related hedging and other trading factors;

3 unchanged sentences

We cannot assure you that the equity issuance of our Class A common stock will not fluctuate or decline significantly in the future, in which case you could incur substantial losses.

● depending on the trading prices of our Class A common stock, the Company could have a significant cash tax liability to cover withholding obligations upon vesting of awards under our Equity Incentive Plan with approximately 3,300,000 shares expected to vest over the next twelve months and an estimated blended tax withholding rate of 45%.

● depending on the trading prices of our Class A common stock, the Company could have a significant cash tax liability to cover withholding obligations upon vesting of awards under our Equity Incentive Plan with approximately 4,881,000 shares expected to vest over the next six months and an estimated blended tax withholding rate of 45%.

The Company expects to withhold shares based on historical elections by participants under the terms of the plan, equivalent to the cash tax requirements for federal, state and local withholdings, pay the required tax obligation and return the withheld shares to the Equity Incentive Plan.

1 unchanged sentence

Accordingly, the market price of our shares of Class A common stock may fluctuate dramatically, and may decline rapidly, regardless of any developments in our business.

Supply chain disruptions may negatively impact our operating results.

We rely on a limited number of suppliers for certain products, supplies and services, including a single vendor for the warehousing and distribution of most of the products and supplies for our food and beverage operations.

Shortages, delays, or interruptions in the availability of food and beverage items and other supplies to our theatres may be caused by adverse weather conditions;

natural disasters;

governmental regulation;

commodity availability;

public health crises or pandemics;

labor issues or other operational disruptions;

the inability of our suppliers to manage adverse business conditions, obtain credit or remain solvent;

or other conditions beyond our control.

Such shortages, delays or interruptions could adversely affect the availability, quality, and cost of the items we buy and the operations of our business.

Supply chain risk could increase our costs and limit the availability of products that are critical to our operations.

If we raise prices in response to increased costs or shortages, it may negatively impact our sales.

If we temporarily remove popular food and beverage options without comparable alternatives, we may experience a reduction in sales during the time affected by the shortage or thereafter if our guests change their purchasing habits.

During the recovery from the impacts of the Covid-19 pandemic, we have, with regard to certain items, experienced difficulties in maintaining a consistent supply, seen delays in production and deliveries, been required to identify alternative suppliers, and suspended sales regionally or entirely.

We expect these issues to continue for the

foreseeable future and plan to minimize the impact by focusing on the supply of those items with the greatest impact on our sales and operations.

Unregistered Sales of Equity Securities and Use of Proceeds

Defaults Upon Senior Securities

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors