What changed in this filing

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Item 1A. Risk Factors

2024-04-01 compared with 2023-03-31 · 417 added, 524 removed, 274 unchanged (77% of the section changed)

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RELATED TO OUR BUSINESS

we fail to retain current users or add new users, or if our users decrease their level of engagement with the Platform, our business

would be seriously harmed.

success of our business heavily depends on the size of our user base and the level of engagement of our users.

Thus, our business performance

will also become increasingly dependent on our ability to increase levels of user engagement in existing and new markets.

We are continuously

subject to a highly competitive market in order to attract and retain our users’ attention.

A number of factors could negatively

affect user retention, growth, and engagement, including if:

users increasingly engage with competing platforms instead of ours;

fail to introduce new and exciting products and services, or such products and services do not achieve a high level of market acceptance;

fail to accurately anticipate user needs, or we fail to innovate and develop new software and products that meet these needs;

If we fail to retain current users or add new users,

or if our users decrease their level of engagement with the Platform, our business would be seriously harmed.

success of our business and our ability to attract and retain advertisers heavily depends on the size of our user base and the level

of engagement of our users.

Several factors could negatively affect user retention, growth, and engagement, including if:

users increasingly engage with competing platforms instead of the Platform;

fail to introduce new and exciting products and services, or such products and services do

not achieve a high level of market acceptance;

fail to accurately anticipate user needs, or we fail to innovate and develop new software

and products that meet these needs;

fail to price our products competitively;

do not provide a compelling user experience because of the decisions we make regarding the type and frequency of advertisements that

are unable to combat spam, bugs, malwares, viruses, hacking, or other hostile or inappropriate usage of our products or the Platform;

are changes in user sentiment about the quality or usefulness of our existing products in the short-term, long-term, or both;

are increased user concerns related to privacy and information sharing, safety, or security on the Platform;

are adverse changes in our products or services that are mandated by legislation, regulatory authorities, or legal proceedings;

or other problems frustrate the user experience, particularly if those problems prevent us from delivering our products in a fast

and reliable manner;

our Publisher Partners, or other companies in our industry are the subject of adverse media reports or other negative publicity,

some of which may be inaccurate or include confidential information that we are unable to correct or retract;

do not provide a compelling user experience because of the decisions we make regarding the

type and frequency of advertisements that we display;

are unable to combat spam, bugs, malwares, viruses, hacking, or other hostile or inappropriate

usage of our products or the Platform (as defined below);

are changes in user sentiment about the quality or usefulness of our existing products in

the short-term, long-term, or both;

are increased user concerns related to privacy and information sharing, safety, or security

on the Platform;

are adverse changes in our products or services that are mandated by legislation, regulatory

authorities, or legal proceedings;

or other problems frustrate the user experience, particularly if those problems prevent us

from delivering our products in a fast and reliable manner;

our Publisher Partners, or other companies in our industry are the subject of adverse media

reports or other negative publicity, some of which may be inaccurate or include confidential

information that we are unable to correct or retract;

fail to maintain our brand image or our reputation is damaged.

decrease in user retention, growth, or engagement could render our products and the Platform less attractive to users, advertisers, or

our Publisher Partners, thereby reducing our revenues from them, which may have a material and adverse impact on our business, financial

condition, and results of operations.

In addition, there can be no assurance that we will succeed in developing products and services

that will eventually become widely accepted, that we will be able to timely release products and services that are commercially viable,

or that we will establish ourselves as a successful player in any new business area we decide to enter in the future.

Our inability to

do so would have an adverse impact on our business, financial condition, and results of operations.

license agreement to operate the Sports Illustrated media business was terminated by the licensor, which may materially harm our

business, operating results and financial condition.

connection with our failure to make a quarterly payment due to ABG pursuant to the Licensing Agreement of approximately $3,750,000, on

January 18, 2024, ABG notified us of the termination of the Licensing Agreement, effective immediately, in accordance with its rights

under the Licensing Agreement.

Upon such termination, a fee of $45.0 million became immediately due and payable by us to ABG pursuant

to the terms and conditions of the Licensing Agreement.

In addition, upon termination of the Licensing Agreement, all outstanding and

unvested warrants to purchase shares of Arena common stock issued to ABG in connection with the Licensing Agreement became immediately

vested and exercisable.

March 18, 2024, ABG announced it had reached an agreement in principle with a third party to become the new operator of the Sports

Illustrated media business.

We are engaging in discussions with ABG and the third party regarding the timing and terms of

the transition of the Sports Illustrated media business to the aforementioned third party.

loss of the rights to operate the Sports Illustrated media business, in addition to termination payments that are due following termination

of the Licensing Agreement, could harm our competitiveness in our industry, damage any goodwill we may have generated, and otherwise

have a material adverse effect on our business, operating results and financial condition.

Any subsequent rebranding efforts we may undertake

may require significant resources and expenses and may affect our ability to attract and retain customers, all of which may have a material

adverse effect on our business, contracts, financial condition, operating results, liquidity and prospects.

defaulted on certain covenants included in our debt agreements that could result in the acceleration of the related debt or the

exercise of other remedies.

December 29, 2023, we failed to make the interest payment due pursuant to the Third A&R NPA (as defined in

“Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital

Resources – Senior Secured Notes”) in the amount of approximately $2.8 million, resulting in an event of default under

the Arena Notes (as described below) (the “Arena Notes Default”).

On January 5, 2024, we entered into a forbearance

agreement (the “Forbearance Agreement”) with Renew Group Private Limited (“Renew”), the lender under the

Third A&R NPA, pursuant to which Renew agreed to a forbearance period through March 29, 2024, while reserving its rights and

The forbearance period is subject to us retaining a chief restructuring officer acceptable to Renew.

Also on January 5,

2024, the Company’s board of directors finalized an engagement with FTI Consulting Inc.

(“FTI”), a global business

advisory firm, to assist the Company with its turnaround plans and forge an expedited path to sustainable positive cash flow and

earnings to create shareholder value (the “FTI Engagement”).

As part of the FTI Engagement, Jason Frankl, a senior managing director of FTI, was appointed as the Company’s Chief Business

Transformation Officer.

Jason Frankl is a chief restructuring officer

acceptable to Renew.

On March 27, 2024, the forbearance period was extended through the earlier of the following:

(a) April 30,

the occurrence of the closing of the Business Combination and (c) the termination of the Business Combination prior to closing.

The outstanding principal on the Arena Notes was approximately $110.7 million as of December 31, 2023.

Arena Notes Default, as well as the Company’s failure to make a quarterly payment due to ABG pursuant to the Licensing

Agreement, resulted in an Event of Default under its credit and security agreement dated February 2020 (as amended, the “Arena

Credit Agreement”) with SLR Digital Finance LLC (“SLR”).

On March 13, 2024 the Company entered into a loan

agreement (the “Arena Loan Agreement”), by and between the Company and Simplify Inventions, LLC (“Simplify”

and in reference to the loan agreement, the “Simplify Loan”), which provides for up to $25 million of borrowings to be

used for working capital and general corporate purposes.

Upon the closing, the Company borrowed approximately $7.7 million, of which

approximately $3.4 million was used to repay the outstanding loan balance, accrued interest, certain fees and contingency reserves

under its Arena Credit Agreement.

The indirect owner of Renew also has an indirect non-controlling interest in Simplify.

under the Arena Loan Agreement are secured by substantially all of our assets.

Upon the termination of the forbearance period under the Forbearance Agreement, Renew can declare

all outstanding borrowings under the Arena Notes, together with accrued and unpaid interest and fees, to be immediately due and

In addition, Simplify could declare all outstanding borrowings under the Arena Loan Agreement together with accrued and

unpaid interest and fees, to be immediately due and payable and, subject to the terms of the intercreditor agreement between Renew

and Simplify, foreclose on our assets.

Any of these actions would have a material adverse effect on our business, financial

condition, or results of operations and could lead to selling assets, cutting costs, reducing cash requirements, filing bankruptcy

or ceasing operations.

market in which we participate is intensely competitive, and if we do not compete effectively, our operating results could be harmed.

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recognition and financial resources, which may give them a competitive advantage.

Some of our current and potential competitors have

substantially greater financial, technical, marketing, distribution, and other resources than we do.

Our competitors may be able to respond

more quickly and effectively than we can to new or changing opportunities, technologies, standards, customer, and user requirements and

In addition, our customers and strategic partners may become competitors in the future.

Certain of our competitors may be able

to negotiate alliances with strategic partners on more favorable terms than we are able to negotiate.

Pricing pressures and increased

competition generally could result in reduced sales, reduced margins, losses, or the failure of the Platform to achieve or maintain more

widespread market acceptance, any of which could adversely affect our revenues and operating results.

With the introduction of new technologies,

the evolution of the Platform, and new market entrants, we expect competition to intensify in the future.

The general business of online media, combined with

some level or method of leveraging community attracts many potential entrants, and in the future, there may be strong competitors that

will compete with us in general or in selected markets.

These and other companies may be better financed and be able to develop their

markets more quickly and penetrate those markets more effectively.

We expect competition to intensify in the future.

All of this could

adversely affect our revenues and operating results.

sales and payment cycle for online advertising is long, and such sales may not occur when anticipated or at all, all of which could adversely

affect our business.

decision process is typically lengthy for brand advertisers and sponsors to commit to online campaigns.

Some of their budgets are planned

a full year in advance.

The decision process for such purchases, even in normal business situations, is subject to delays and aspects

that are beyond our control.

In addition, some advertisers and sponsors take months after the campaign runs to pay, and some may not

pay at all, or require partial “make-goods” based on performance.

decision process is typically lengthy for brand advertisers and sponsors to commit to online campaigns and subject to delays which may

be beyond our control.

In addition, some advertisers and sponsors take months after the campaign runs to pay, and some may not pay at

all, or require partial “make-goods” based on performance.

This could have a material adverse effect on our business, financial

condition, or results of operations.

are dependent on the continued services and on the performance of key third party content contributors, the loss of which could adversely

affect our business.

rely on content contributed by third party providers, which has in turn attracted users that drive advertising and subscription revenue.

The loss of the services of any of such key contributors could have a material adverse effect on our business, operating results, and

financial condition.

Although we have service agreements with some of our key contributors, many are short term in nature or have cancelation

clauses in the agreements.

We also depend on our ability to identify, attract, and retain, other highly skilled third-party content contributors.

rely on content contributed by third party providers to attract users that drive advertising and subscription revenue.

The loss of the

services of any of such key contributors could have a material adverse effect on our business, operating results, and financial condition.

Competition for such contributors is intense, and there can be no assurance that we will be able to successfully attract, assimilate,

or retain them.

The loss or limitation of the services of any of our key third party contributors, or our inability to attract and retain

additional qualified key contributors, could have a material adverse effect on our business, financial condition, or results of operations.

or retain them which could have a material adverse effect on our business, financial condition, or results of operations.

revenues could decrease if the Platform does not continue to operate as intended.

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or inefficiency.

There can be no assurance that errors and defects will not be found in current or new products or, if discovered, that

we will be able to successfully correct them in a timely manner or at all.

The occurrence of errors and defects could result in loss

of or delay in revenue, loss of market share, increased development costs, diversion of development resources and injury to our reputation

or damage to our efforts to expand brand awareness.

growing percentage of users whose computers, tablets, or phones that do not support identification through third-party cookies, mobile

identifiers, or other tracking technologies could adversely affect our business, results of operations, and financial conditions.

The occurrence of errors and defects could result in loss of or delay in revenue, loss of market share, increased development

costs, diversion of development resources and injury to our reputation or damage to our efforts to expand brand awareness.

growing percentage of users whose computers, tablets, or phones do not support identification through third party cookies, mobile

identifiers, or other tracking technologies could adversely affect our business, results of operations, and financial

rely heavily on our ability to collect and disclose data and metrics in order to attract new advertisers and retain existing advertisers.

Any restriction, whether by law, regulation, policy, or other reason, on our ability to collect and disclose data that our advertisers

find useful would impede our ability to attract and retain advertisers.

use “cookies,” or small text files placed on user devices when an Internet browser is used, as well as mobile device identifiers,

to connect users’ computers anonymously to information that we gather, enabling the Platform to demonstrate to advertisers its

Our cookies and mobile device identifiers do not identify users directly, but provide an anonymized identifier that connects

users to our records on what that user views or clicks on, as well as other information provided by the user’s device.

M ore and more devices have offered

functionalities that block such anonymized identifiers or provided the ability for the users to proactively block such anonymized identifiers,

which could reduce the ability of the Platform to discover which users are most relevant to a message or to measure the effectiveness

of such messages.

Some prominent technology companies, including Google, have also announced intentions

to discontinue the use of cookies, and to develop alternative methods and mechanisms for tracking users.

As companies replace cookies,

it is possible that such companies may rely on proprietary algorithms or statistical methods to track users without cookies, or may utilize

log-in credentials entered by users into other web properties owned by these companies, such as their email services, to track web usage,

including usage across multiple devices, which could come into conflict with local regulations in various jurisdictions.

we believe the Platform is well-positioned to continue to provide key data insights to advertisers without cookies, actions

by advertisers to buy advertising based on alternative identifiers could lead to changes in purchase behavior of such advertisers, thereby

possibly impacting our operations, and our financial condition could be adversely affected.

More and more devices have offered functionalities that block such anonymized identifiers and some prominent technology companies

have announced intentions to discontinue the use of cookies entirely.

Although we believe the Platform is well-positioned to continue

to provide key data insights to advertisers without cookies, actions by advertisers to buy advertising based on alternative identifiers

could lead to changes in purchase behavior of such advertisers, thereby possibly impacting our operations, and our financial condition

could be adversely affected.

Publisher Partners may engage in intentional or negligent misconduct or other improper activities on the Platform or otherwise misuse

the Platform, which may damage our brand image, our business and our results of operations.

Platform provides our owned and operated media businesses, Publisher Partners, and individual creators contributing content to our owned

and operated sites the ability to produce and manage editorially focused content through tools and services provided by us.

not be able to monitor or edit a significant portion of the content, such as advertising content, that appears on the Platform.

a mix of automated and human controls to detect and manage editorial content produced by Publisher Partners and individual creators

that could cause damage to our brands.

Publisher Partner misconduct and misuse of the Platform for inappropriate or illegal purposes occurs, user experience on the Platform

may suffer, and claims may be brought against us.

Our business and public perception of our brands may be materially and adversely affected

if we face any related lawsuits or other liabilities.

Platform and our technology systems contain open source software, which may pose particular risk to our proprietary software and Platform

features and functionalities in a manner that negatively affect our business.

Platform provides our owned and operated media businesses, Publisher Partners, and individual creators contributing content the ability

to produce and manage editorially focused content through tools and services provided by us.

We might not be able to monitor or edit

a significant portion of the content, such as advertising content, that appears on the Platform.

If misconduct and misuse of the Platform

for inappropriate or illegal purposes occurs, user experience on the Platform may suffer, and claims may be brought against us.

and public perception of our brands may be materially and adversely affected if we face any related lawsuits or other liabilities.

Platform and our technology systems contain open-source software, which may pose particular risk to our proprietary software, features

and functionalities in a manner that negatively affect our business.

use open-source software in the Platform and our technology systems and will continue to use open-source software in the future.

risks in this regard, we have set up an internal system to monitor the open source software we use in our operation and to manage the

risk it poses to our business.

Despite these risk management efforts, open source software licenses could be construed in a manner that

imposes unanticipated conditions or restrictions on our ability to provide our services through the various features and functionalities

of the Platform.

Additionally, we may face claims from third parties claiming ownership of, or demanding release of, the open source

software or derivative works that we developed using such software.

These claims could result in litigation and could require us to make

our software source code freely available, purchase a costly license or cease offering the implicated services unless and until we can

re-engineer them to avoid infringement.

This re-engineering process could require significant additional technology and development resources,

and we may not be able to complete it successfully.

set up an internal system to monitor the open-source software we use in our operation and its functionality, and to manage the risk it

poses to our business.

We may face claims from third parties claiming ownership of, or demanding release of, the open-source software

or derivative works that we developed using such software.

These claims could result in litigation and could require us to make our software

source code freely available, purchase a costly license or cease offering the implicated services unless and until we can re-engineer

them to avoid infringement.

This could require significant additional technology and development resources, and we may not be able to

complete such re-engineering successfully.

AND OPERATIONAL RISKS

may have difficulty managing our growth.

have added, and expect to continue to add, Publisher Partner and end-user support capabilities, to continue software development activities,

and to expand our administrative operations.

In the past two years, we have entered into multiple strategic transactions.

These strategic

transactions, which have significantly expanded our business, have and are expected to place a significant strain on our managerial,

operational, and financial resources.

To manage any further growth, we will be required to improve existing, and implement new, operational,

customer service, and financial systems, procedures and controls and expand, train, and manage our growing employee base.

be required to expand our finance, administrative, technical, and operations staff.

There can be no assurance that our current and planned

personnel, systems, procedures, and controls will be adequate to support our anticipated growth, that management will be able to hire,

train, retain, motivate, and manage required personnel or that our management will be able to successfully identify, manage and exploit

existing and potential market opportunities.

If we are unable to manage growth effectively, our business could be harmed.

have added, and expect to continue to add, Publisher Partner and end-user support capabilities, continue software development activities,

and expand our administrative capabilities.

In the past two years, we have entered into multiple strategic transactions which have significantly

expanded our business and placed significant strain on our resources.

To manage any further growth, we will be required to improve existing,

and implement new, operational and financial systems and properly manage our employee base.

If we are unable to manage growth effectively,

our business could be harmed.

strategic relationships that we may be able to develop and on which we may come to rely may not be successful.

will seek to develop strategic relationships with advertising, media, technology, and other companies to enhance the efforts of our market

penetration, business development, and advertising sales revenues.

These relationships are expected to, but may not, succeed.

be no assurance that these relationships will develop and mature, or that potential competitors will not develop more substantial relationships

with attractive partners.

Our inability to successfully implement our strategy of building valuable strategic relationships could harm

our business.

rely heavily on our ability to collect and disclose data and metrics in order to attract new advertisers and retain existing advertisers.

Any restriction, whether by law, regulation, policy, or other reason, on our ability to collect and disclose data that our advertisers

find useful would impede our ability to attract and retain advertisers.

Our advertising revenue could be seriously harmed by many other

factors, including:

decrease in the number of active users of the Platform;

inability to create new products that sustain or increase the value of our advertisements;

inability to increase the relevance of targeted advertisements shown to users;

legal developments relating to advertising, including changes mandated by legislation, regulation, or litigation;

and frustration from advertisers who may need to reformat or change their advertisements to comply with our guidelines.

occurrence of any of these or other factors could result in a reduction in demand for advertisements, which may reduce the prices we

receive for our advertisements or cause advertisers to stop advertising with us altogether, either of which would negatively affect our

business, financial condition, and results of operations.

will seek to develop strategic relationships with advertising, media, technology, and other companies to enhance our market penetration,

business development, and advertising sales revenues.

There can be no assurance that these relationships will develop and mature, or

that potential competitors will not develop more substantial relationships with the same or more attractive partners.

Our inability to

successfully implement our strategy of building valuable strategic relationships could harm our business.

significant portion of our revenues is derived from a single customer.

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significantly.

fiscal 2022, we had revenues from one customer that comprised approximately 13.9% of our annual revenue.

Therefore, we are highly dependent

on a single customer to generate a material percentage of our annual revenue.

The loss of this customer, or a significant reduction in

sales to such customer, could adversely affect our financial condition and operating results.

We attempt to diversify our business in

order to minimize any revenue concentration risk.

the year ended December 31, 2023, approximately 10% of our revenue was derived from sales to a single customer.

The loss of this customer,

or a significant reduction in sales to such customer, could adversely affect our financial condition and operating results.

Interruptions

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an acceptable amount of time.

We believe that the Platform is proprietary, and we rely on the expertise of members of our engineering,

operations, and software development teams for their continued performance.

It is possible that the Platform may experience performance

problems due to a variety of factors, including infrastructure changes, introductions of new functionality, human or software errors,

capacity constraints due to an overwhelming number of users accessing the Platform software simultaneously, denial of service attacks,

or other security related incidents.

We may not be able to identify the cause or causes of any performance problems within an acceptable

period of time.

It may be that it will be difficult to maintain or improve our performance, especially during peak usage times and as

the Platform becomes more complex and our user traffic increases.

If the Platform software is unavailable or if our users are unable

to access it within a reasonable amount of time or at all, our business would be negatively affected.

Therefore, in the event of any

of the factors described above, or certain other failures of our infrastructure, partner or user data may be permanently lost.

We may experience performance problems due to a variety of factors, including infrastructure changes, introductions

of new functionality, human or software errors, capacity constraints due to an overwhelming number of users accessing the Platform software

simultaneously, denial of service attacks, or other security related incidents.

If the Platform software is unavailable or if our users

are unable to access it within a reasonable amount of time or at all, our business would be negatively affected.

the Partner Agreements with our Publisher Partners include service level standards that obligate us to provide credits or termination

rights in the event of a significant disruption in the Platform.

To the extent that we do not effectively address capacity constraints,

upgrade our systems as needed, and continually develop our technology and network architecture to accommodate actual and anticipated

changes in technology, our business and operating results may be adversely affected.

rights in the event of a significant disruption of the Platform, which may adversely affect our business and operating results.

operate our exclusive coalition of professional-managed online media channels on third party cloud platforms and data center hosting

rely on software and services licensed from, and cloud platforms provided by, third parties in order to offer our digital media services.

Any errors or defects in third-party software or cloud platforms could result in errors in, or a failure of, our digital media services,

which could harm our business.

Any damage to, or failure of, these third-party systems generally could result in interruptions in the

availability of our digital media services.

As a result of this third-party reliance, we may experience the aforementioned issues, which

could cause us to render credits or pay penalties, could cause our Publisher Partners to terminate their contractual arrangements with

us, and could adversely affect our ability to grow our audience of unique visitors, all of which could reduce our ability to generate

Our business would also be harmed if our users and potential users believe our product and services offerings are unreliable.

In the event of damage to, or failure of, these third-party systems, we would need to identify alternative channels for the offering

of our digital media services, which would consume substantial resources and may not be effective.

We are also subject to certain standard

terms and conditions with Amazon Web Services and Google Cloud related to data storage purposes.

These providers have broad discretion

rely on software and services licensed from, and cloud platforms provided by, third parties to offer our digital media services.

errors or defects in third party software or cloud platforms could result in errors in, or a failure of, our digital media services,

which could harm our reputation, our business and force us to seek more expensive alternatives.

Failure of these third party systems

could cause us to render credits or pay penalties or cause our Publisher Partners to terminate their contractual arrangements with

are subject to certain standard terms and conditions with Amazon Web Services and Google Cloud, companies which have broad discretion

to change their terms of service and other policies with respect to us, and those changes may be unfavorable to us.

Therefore, we believe

that maintaining successful partnerships with Amazon Web Services, Google Cloud, and other third-party suppliers is critical to our success.

or perceived errors, failures, or “bugs” in the Platform could adversely affect our operating results and growth prospects.

the Platform is complex, undetected errors, failures, vulnerabilities, or bugs may occur, especially when updates are deployed.

testing by us, errors, failures, vulnerabilities, or bugs may not be found in the Platform until after they are deployed to our users.

We expect from time to time to discover software errors, failures, vulnerabilities, and bugs in the Platform and anticipate that certain

of these errors, failures, vulnerabilities, and bugs will only be discovered and remediated after deployment to our Publisher Partners

and used by our users.

Real or perceived errors, failures, or bugs in our software could result in negative publicity, loss of or delay

in market acceptance of the Platform, loss of competitive position, or claims by our Publisher Partners or our users for losses sustained

In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources

in order to help correct the problem.

the Platform is complex, undetected errors, failures, vulnerabilities, or bugs may occur despite prior testing, especially when updates

are deployed.

Real or perceived errors, failures, or bugs in our software could result in negative publicity, loss of or delay in market

acceptance of the Platform, loss of competitive position, or claims by our Publisher Partners or our users for losses sustained by them.

viruses, hacking attacks, and improper or illegal use of the Platform could harm our business and results of operations.

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viruses could harm our business, financial condition and operating results.

Any failure to detect such attack and maintain performance,

reliability, security and availability of products and technical infrastructure to the satisfaction of our users may also seriously harm

our reputation and our ability to retain existing users and attract new users.

information technology systems are susceptible to a growing and evolving threat of cybersecurity risk.

Any compromise of our data security,

whether externally or internally, or misuse of agent, customer, or employee data, could cause considerable damage to our reputation,

cause the public disclosure of confidential information, and result in lost sales, significant costs, and litigation, which would negatively

affect our financial position and results of operations.

Although we maintain policies and processes surrounding the protection of data,

which we believe to be adequate, there can be no assurances that we will not be subject to such claims in the future.

we are unable to protect our intellectual property rights, our business could suffer.

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employee and third party non-disclosure and invention assignment agreements and other methods to protect our proprietary technology.

However, these only afford limited protection, and unauthorized parties may attempt to copy aspects of the Platform’s features

and functionality, or to use information that we consider proprietary or confidential.

There can be no assurance that the Platform will

be protectable by patents, but if it is, any efforts to obtain patent protection that is not successful may harm our business in that

others will be able to use our technologies.

For example, previous disclosures or activities unknown at present may be uncovered in the

future and adversely impact any patent rights that we may obtain.

In addition, the laws of some foreign countries do not protect proprietary

rights to the same extent as do the laws of the United States.

There can be no assurance that the steps taken by us to protect our proprietary

rights will be adequate or that third parties will not infringe or misappropriate our trademarks, copyrights, and similar proprietary

If we resort to legal proceedings to enforce our intellectual property rights, those proceedings could be expensive and time-consuming

and could distract our management from our business operations.

Our business, profitability and growth prospects could be adversely affected

if we fail to receive adequate protection of our proprietary rights.

could be required to cease certain activities or incur substantial costs as a result of any claim of infringement of another party’s

intellectual property rights.

Our business, profitability and growth prospects could be adversely affected if we fail to receive adequate protection of our

proprietary rights.

could be required to cease certain activities or incur substantial costs due to claims of infringement of another party’s intellectual

property rights.

of our competitors and other third parties may own technology patents, copyrights, trademarks, trade secrets and website content which

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Any claim or litigation alleging that we have infringed or otherwise violated

intellectual property or other rights of third parties, with or without merit, and whether or not settled out of court or determined

in our favor, could be time-consuming and costly to address and resolve, and could divert the time and attention of our management and

technical personnel.

results of any intellectual property litigation to which we might become a party may require us to do one or more of the following:

making, selling, offering, or using technologies or products that incorporate the challenged intellectual property;

substantial payments for legal fees, settlement payments, or other costs or damages;

a license, which may not be available on reasonable terms, to sell or use the relevant technology;

technology to avoid infringement.

we are required to make substantial payments or undertake any of the other actions noted above as a result of any intellectual property

infringement claims against us, such payments or actions could have a material adverse effect upon our business and financial results.

are subject to a variety of laws and regulations in the United States and abroad that are constantly evolving and involve matters central

to our business, including privacy, data protection, and personal information, rights of publicity, content, intellectual property, advertising,

marketing, distribution, data security, data retention and deletion, personal information, electronic contracts and other communications,

competition, protection of minors, consumer protection, telecommunications, employee classification, product liability, taxation, economic

or other trade prohibitions or sanctions, securities law compliance, and online payment services, and the related compliance costs and

our failure to comply with these laws and regulations could adversely affect our business.

must comply with regulations in the United States as well as any other regulations adopted by other countries where we may do business.

The introduction of new products, expansion of our activities in certain jurisdictions, or other actions that we may take may subject

us to additional laws, regulations, monetary penalties or other government scrutiny.

In addition, foreign data protection, privacy, competition,

and other laws and regulations can impose different and/or conflicting obligations or be more restrictive than those in the United States.

These United States federal and state and foreign laws and regulations, which in some cases can be enforced by private parties in addition

to government entities, are constantly evolving and can be subject to significant change, which could adversely affect our business.

As a result, the application, interpretation, and enforcement of these laws and regulations are often uncertain, particularly in the

new and rapidly evolving industry in which we operate and may be interpreted and applied inconsistently from country to country and inconsistently

with our current policies and practices.

For example, laws relating to the liability of providers of online services for activities of

their users and other third-parties are currently being tested by a number of claims, including actions based on invasion of privacy

and other torts, unfair competition, copyright, and trademark infringement, and other theories based on the nature and content of the

materials searched, the ads posted, or the content provided by users.

In addition, there have been calls by members of Congress, from

both parties, to limit the scope of the current immunities and safe harbors afforded online publishers with regard to user content and

communications under the federal Digital Millennium Copyright Act and the federal Communications Decency Act.

Any material reduction

of those protections would make us more vulnerable to third party claims arising out of user content published by our online services.

particular, the adoption or modification of laws or regulations relating to online media, communities, commerce, security and privacy

could harm our business, operating results and financial condition by increasing our compliance costs and administrative burdens.

may take years to determine whether and how existing laws such as those governing intellectual property, privacy, security, libel, consumer

protection, and taxation apply.

Laws and regulations directly applicable to Internet activities are becoming more diverse and prevalent

in all global markets.

The growth and development of Internet content, commerce and communities may prompt calls for more stringent consumer

protection laws, privacy laws and data protection laws, both in the United States and abroad, as well as new laws governing the taxation

of these activities.

Compliance with any newly adopted laws may prove difficult for us and may harm our business, operating results,

and financial condition.

For example, regulatory or legislative actions affecting the manner in which we display content to our users

or obtain consent to various practices could adversely affect user growth and engagement.

Such actions could affect the manner in which

we provide our services or adversely affect our financial results.

significant penalties could be imposed on us for failure to comply with various statutes or regulations.

Violations may result from:

and related court decisions;

discretion afforded to regulatory authorities and courts interpreting and enforcing laws;

regulations affecting our business;

to, or interpretations of, existing regulations affecting our business.

we prioritize ensuring that our business and compensation model are compliant, and that any product or income related claims are truthful

and non-deceptive, we cannot be certain that the FTC or similar regulatory body in another country will not modify or otherwise amend

its guidance, laws, or regulations or interpret in a way that would render our current practices inconsistent with the same.

intellectual property or other rights of third parties, with or without merit, whether or not settled out of court or determined in our

favor, could be time-consuming and costly to address and resolve, and could divert the time and attention of our management and technical

we are required to make substantial payments, cease using the challenged intellectual property, obtain a license or redesign existing

technology due to any intellectual property infringement claims against us, such payments or actions could have a material adverse effect

upon our business and financial results.

are subject to many laws and regulations in the United States and abroad that are constantly evolving and involve matters central

to our business.

are subject or will be subject in the future to myriad constantly evolving laws, statutes and regulations in the United States as well

as in other countries where we may do business.

These include, among others, privacy, data protection, and personal information, rights

of publicity, content, intellectual property, advertising, marketing, distribution, data security, data retention and deletion, personal

information, electronic contracts and other communications, competition, protection of minors, consumer protection, telecommunications,

employee classification, product liability, taxation, economic or other trade prohibitions or sanctions, securities law compliance, and

online payment services, and the related compliance costs.

Our failure to comply with these laws and regulations could adversely affect

our business and cause significant penalties to be imposed on us.

particular, the growth and development of Internet content, commerce and communities may prompt more stringent consumer protection, privacy,

and data protection laws, both in the United States and abroad, as well as new laws governing their taxation.

Compliance with any newly

adopted laws may prove difficult and costly for us.

services involve the storage and transmission of digital information;

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information, litigation liability, regulatory exposure, reputational harm and increased security costs.

and our third-party service providers experience cyber-attacks of varying degrees on a regular basis, one of which infiltrated our systems

and accessed a limited amount of our non-financial and encrypted data.

We expect to incur significant, increasing costs in ongoing efforts

to detect and prevent cybersecurity-related incidents.

The COVID-19 pandemic has increased opportunities for cyber-criminals and the

risk of potential cybersecurity incidents, as more companies and individuals work online.

We cannot ensure that our efforts to prevent

cybersecurity incidents will succeed.

An actual or perceived breach of our cybersecurity could impact the market perception of the effectiveness

of our cybersecurity controls.

Our users or business partners, including our Publisher Partners, could lose trust and confidence in us,

decrease their use of our services or stop using them in entirely.

We could also incur significant legal and financial exposure, including

legal claims, higher transaction fees and regulatory fines and penalties, which in turn could have a material and adverse effect on our

business, reputation and operating results.

While our insurance policies include liability coverage for certain of these types of matters,

a significant cybersecurity incident could subject us to liability or other damages that exceed our insurance coverage, increase the

cost of our insurance policy going forward, and preclude us from obtaining adequate insurance levels in the future.

and our third party service providers experience attempted cyber-attacks of varying degrees on a regular basis, one of which

infiltrated our systems and accessed a limited amount of our non-financial and encrypted data.

We expect to incur significant,

increasing costs in ongoing efforts to detect and prevent cybersecurity-related incidents.

We cannot ensure that our efforts to

prevent cyber security incidents will succeed.

While we purchase liability coverage for certain of these types of

matters, a significant cybersecurity incident could subject us to reputational harm, loss of revenue, financial liability and other

damage that may exceed our insurance coverage and preclude us from obtaining adequate insurance levels in the future.

or future strategic alliances, long-term investments and acquisitions may have a material and adverse effect on our business, reputation,

and results of operations.

may enter into strategic alliances with various third parties to further our business purpose from time to time.

These alliances could

subject us to a number of risks, including risks associated with sharing proprietary information, non-performance by the third party

and increased expenses in establishing new strategic alliances, any of which may materially and adversely affect our business.

have limited ability to monitor or control the actions of these third parties and, to the extent any of these strategic third parties

suffers negative publicity or harm to their reputation from events relating to their business, we may also suffer negative publicity

or harm to our reputation by virtue of our association with any such third party.

In addition, if appropriate opportunities arise, we

may acquire additional assets, products, technologies or businesses that are complementary to our existing business.

Future acquisitions

and the subsequent integration of new assets and businesses into our own would require significant attention from our management and

could result in a diversion of resources from our existing business, which in turn could have an adverse effect on our business operations.

Acquisitions may not achieve our goals and could be viewed negatively by users, business partners or investors.

Acquisitions could result

in the use of substantial amounts of cash, potentially dilutive issuances of equity securities, the occurrence of significant goodwill

impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired business.

Moreover, the costs of identifying and consummating acquisitions may be significant.

In addition to possible shareholders’ approval,

we may also have to obtain approvals and licenses from relevant authorities for the acquisitions, which could result in increased delay

may enter strategic business relationships with third parties to further our business purpose from time to time.

These alliances could subject us

to risks, including risks associated with sharing proprietary information, non-performance by the third party and increased expenses

in establishing new strategic alliances, any of which may materially and adversely affect our business.

We may have limited ability to

monitor or control the actions of these third parties and, to the extent any of these strategic third parties suffer negative publicity

or harm to their reputation from events relating to their business, we may also suffer negative publicity or harm to our reputation by

virtue of our association.

acquisitions and the subsequent integration of new assets and businesses into our own will require significant attention from our management

and could result in a diversion of resources from our existing business, which in turn could have an adverse effect on our business operations.

Acquisitions may not achieve our goals and could be viewed negatively by users, business partners or investors, use substantial amounts

of cash, cause potentially dilutive issuances of equity securities, require significant goodwill impairment charges or amortization expenses

for other intangible assets and expose us to unknown liabilities of the acquired business.

Moreover, the costs of identifying and consummating

acquisitions may be significant.

In addition to, in some cases, having to obtain shareholders’ approval, we may also have to obtain approvals and licenses

from relevant authorities for the acquisitions, which could result in increased delay and costs.

products may require availability of components or known technology from third parties and their non-availability can impede our growth.

license/buy certain technology integral to our products from third parties, including open-source and commercially available software.

Our inability to acquire and maintain any third-party product licenses or integrate the related third-party products into our products

in compliance with license arrangements, could result in delays in product development until equivalent products can be identified, licensed,

and integrated.

We also expect to require new licenses in the future as our business grows and technology evolves.

We cannot provide

assurance that these licenses will continue to be available to us on commercially reasonable terms, if at all.

license/buy certain technology integral to our products from third parties, including open-source and commercially available

Our inability to acquire and maintain any third party product licenses or integrate the related third party products into

our products in compliance with license arrangements, could result in delays in product development until equivalent products can be

identified, licensed and integrated.

We also expect to require new licenses in the future as our business grows and technology

We cannot provide assurance that these licenses will continue to be available to us on commercially reasonable terms, if at

business is subject to the risk of catastrophic events such as pandemics, earthquakes, flooding, fire, and power outages, and to interruption

by man-made problems such as acts of war and terrorism.

business is vulnerable to damage or interruption from pandemics, including the ongoing COVID-19 pandemic, earthquakes, flooding, fire,

power outages, telecommunications failures, terrorist attacks, acts of war, human errors, break-ins, and similar events.

A significant

natural disaster could have a material adverse effect on our business, results of operations, and financial condition, and our insurance

coverage may be insufficient to compensate us for losses that may occur.

Furthermore, acts of terrorism, which may be targeted at metropolitan

areas that have higher population density than rural areas, could cause disruptions in our or our Publisher Partners’ businesses

or the economy as a whole.

Our technology infrastructure may also be vulnerable to computer viruses, break-ins, denial-of-service attacks,

and similar disruptions from unauthorized tampering with our computer systems, which could lead to interruptions, delays, loss of critical

We may not have sufficient protection or recovery plans in some circumstances, such as natural disasters affecting New York and

other states where we have properties.

As we rely heavily on our computer and communications systems and the Internet to conduct our

business and provide high-quality user and customer service, these disruptions could negatively impact our ability to run our business

and either directly or indirectly disrupt our Publisher Partners’ businesses, which could adversely affect our business, results

of operations, and financial condition.

with the reporting obligations under the United States securities laws and Section 404 of the Sarbanes-Oxley Act (“Sarbanes”)

require expenditure of capital and other resources and may divert management’s attention.

by man-made acts, such as war and terrorism.

business is vulnerable to damage or interruption from pandemics, earthquakes, flooding, fire, power outages, telecommunications

failures, terrorist attacks, acts of war, human errors, break-ins, and similar events.

A significant natural disaster could have a

material adverse effect on our business, results of operations, and financial condition, and our insurance coverage may be

insufficient to compensate us for losses that may occur.

Furthermore, acts of terrorism, which may be targeted at metropolitan areas

that have higher population density than rural areas, could cause disruptions in our or our Publisher Partners’ businesses or

economy as a whole.

Our technology infrastructure may also be vulnerable to computer viruses, break-ins, denial-of-service

attacks, and similar disruptions from unauthorized tampering with our computer systems, which could lead to interruptions, delays

and loss of critical data.

We may not have sufficient protection or recovery plans in some circumstances.

As we rely heavily on our

computer and communications systems and the Internet to conduct our business and provide high-quality user and customer service,

these disruptions could negatively impact our ability to run our business and either directly or indirectly disrupt our Publisher

Partners’ businesses, which could adversely affect our business, results of operations, and financial condition.

with the reporting obligations under the United States securities laws and Section 404 of Sarbanes-Oxley requires expenditure of capital and other resources and may divert management’s attention.

If we fail to comply with these reporting

obligations or to maintain adequate internal control over financial reporting, our business, financial condition, and results of operations,

and investors’ confidence in us, could be materially and adversely affected.

a public company, we are required to comply with the periodic reporting obligations of the Exchange Act, Sarbanes and other applicable

obligations or to maintain adequate internal controls our operations, and investors’ confidence in us, could be materially and

adversely affected.

a public company, we are required to comply with the periodic reporting obligations of the Exchange Act, Sarbanes-Oxley and other applicable

securities rules and regulations, including the preparation of annual reports, quarterly reports, and current reports.

Complying with

these rules and regulations have caused us and will continue to cause us to incur additional legal and financial compliance costs, make

some activities more difficult, be time-consuming or costly, and continue to increase demand on our systems and resources.

complying with public disclosure requirements, our business and financial condition are more visible, which we believe may result in

the likelihood of increased threatened or actual litigation, including by competitors and other third parties.

Compliance with these

additional requirements may also divert management’s attention from operating our business.

Any of these results may adversely

affect our operating results.

we fail to timely meet our reporting obligations under the Exchange Act, Sarbanes and other applicable securities rules and regulations

in their entirety, we could be subject to penalties under federal securities laws and regulations of the NYSE American and face lawsuits,

and our ability to access financing on favorable terms could be restricted severely.

We will also not be able to obtain independent accountant

certifications required for public companies under Sarbanes if we fail to or are unable to comply with Sarbanes.

In addition, pursuant

to Section 404 of Sarbanes, we are required to evaluate and provide a management report of our systems of internal control over financial

reporting and our independent registered public accounting firm is required to annually audit the effectiveness of our internal control

over financial reporting commencing with the year ended December 31, 2022, which has, and will continue to, require increased costs,

expenses and management resources.

discussed in Item 9A of this Annual Report on Form 10-K, in the course of preparing our financial statements, we identified material

weaknesses in our internal control over financial reporting related to (i) controls over segregation of duties consistent

with control objectives related to our information technology general controls specifically as relates to change management and (ii)

insufficient validation of non-Google impression data provided by certain third-party service providers .

As a result of the identified material weaknesses, our management concluded that our internal control over financial reporting was not

effective as of December 31, 2022.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial

reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will

not be prevented or detected on a timely basis.

The material weaknesses identified in Item 9A of this Annual Report on Form 10-K did

not result in any misstatement of our financial statements.

Our management is currently evaluating remedial actions to address the material

weaknesses identified as of December 31, 2022.

However, our remediation efforts may be inadequate, or we may in the future discover material

weaknesses in other areas of our internal control over financial reporting that require remediation.

cannot assure you that the measures we have taken to date, and actions we may take in the future, will be sufficient to remediate the

control deficiencies that led to the material weaknesses in our internal control over financial reporting or that they will prevent or

avoid potential future material weaknesses.

to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition

or results of operations.

If we are unable to conclude that our internal control over financial reporting is effective, or if our independent

registered public accounting firm determines we have a material weakness or significant deficiency in our internal control over financial

reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our common

stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities.

Failure to remedy

any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required

of public companies, could also restrict our future access to the capital markets.

we fail to timely meet our reporting obligations under the Exchange Act, Sarbanes and other applicable securities rules and regulations

these rules and regulations have caused us and will continue to cause us to incur additional legal and financial compliance costs and

make some activities more difficult, time-consuming and costly.

Further, by complying with public disclosure requirements, our business

and financial condition are more visible, which may result in increased threatened or actual litigation.

preparing our financial statements for the year ended December 31, 2022, we identified material weaknesses in our internal control over

financial reporting, which were remediated in 2023 with the implementation of additional controls and procedures.

may in the future discover material weaknesses in other areas of our internal control over financial reporting that require remediation.

failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition

or results of operations, cause us to lose investor confidence, prevent us from obtaining capital on favorable terms or at all, and subject

us to sanctions or investigations by the SEC, the NYSE American or other regulatory authorities.

we fail to timely meet our reporting obligations under the Exchange Act, Sarbanes-Oxley and other applicable securities rules and regulations

in their entirety, we could be subject to penalties under federal securities laws and regulations of the NYSE American and face lawsuits,

and our ability to access financing on favorable terms could be restricted severely.

We will also not be able to obtain independent accountant

certifications required for public companies under Sarbanes if we fail to or are unable to comply with Sarbanes.

In addition, pursuant

to Section 404 of Sarbanes, we are required to evaluate and provide a management report of our systems of internal control over financial

reporting and our independent registered public accounting firm is required to annually audit the effectiveness of our internal control

over financial reporting commencing with the year ended December 31, 2022, which has, and will continue to, require increased costs,

expenses and management resources.

During the evaluation and testing process of our internal controls, if we identify one or more material

weaknesses in our internal control over financial reporting, we will be unable to certify that our internal control over financial reporting

is effective.

We cannot assure you that there will not be material weaknesses or significant deficiencies in our internal control over

financial reporting in the future.

Any failure to maintain internal control over financial reporting could severely inhibit our ability

to accurately report our financial condition or results of operations.

If we are unable to conclude that our internal control over financial

reporting is effective, or if our independent registered public accounting firm determines we have a material weakness or significant

deficiency in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our

financial reports, the market price of our common stock could decline, and we could be subject to sanctions or investigations by the

SEC or other regulatory authorities.

Failure to remedy any material weakness in our internal control over financial reporting, or to

implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital

and we will not be able to obtain independent accountant certifications required for public companies under Sarbanes-Oxley.

economic and market conditions could adversely affect our business, reputation, and results of operations.

services, products and properties are may be adversely impacted by uncertain economic conditions, including the impact of the ongoing

COVID-19 pandemic;

the Ukraine – Russia conflict;

adverse changes in interest rates, foreign currency exchange rates, tax laws

or tax rates;

contraction in the availability of credit in the marketplace due to legislation or other economic

conditions, which may potentially impair our ability to access the capital markets on terms acceptable to us or at all;

and the effects

of government initiatives to manage economic conditions.

Moreover, we cannot predict how future economic conditions will affect our users

and Publisher Partners and any negative impact on our users or Publisher Partners may also have an adverse impact on our results of operations

or financial condition.

A severe or prolonged economic downturn, as result of a global pandemic such as the COVID-19 pandemic or otherwise,

could result in a variety of risks to our business, including weakened demand for our products and services and our ability to raise

additional capital when needed on favorable terms, if at all.

Any of the foregoing could harm our business and we cannot anticipate all

of the ways in which the current economic climate and financial market conditions could adversely impact our business.

services, products, properties, and our ability to access the capital markets on terms acceptable or at all may be adversely impacted

by uncertain economic conditions, including but not limited to, regional conflicts, pandemics, adverse changes in interest rates, foreign

currency exchange rates, tax laws or tax rates, inflation, economic downturns, recessions, contraction in the availability of credit,

and the effects of government initiatives to manage economic conditions.

ongoing cash management strategy is to maintain diversity in our deposit accounts across financial institutions to manage risks from

potential instability in the banking system, but deposits in these institutions may exceed the amount of insurance provided on such deposits

and there can be no assurance that this strategy will be successful.

cannot predict how future economic conditions will affect our users and Publisher Partners and any negative impact on our users or Publisher

Partners may also have an adverse impact on our own results of operations or financial condition.

RELATED TO OUR INDEBTEDNESS, FINANCIAL CONDITION, AND INTERNAL CONTROL

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have a history of losses.

fiscal 2022, we had net loss of approximately $70,858 compared to approximately $89,940 in fiscal 2021.

Our accumulated deficit as of

December 31, 2022 was approximately $323,071.

We may continue to incur losses in the future if we do not achieve sufficient revenue to

achieve and maintain profitability.

There is no assurance that our operations will generate sufficient cash flows to support our continued

operations in the future without needing to seek additional capital funding or borrowings.

We can provide no assurance that if we need

to seek such additional outside capital that it will be available on favorable terms or at all.

Any failure to achieve and maintain profitability

could have a materially adverse effect on our ability to implement our business plan, our results and operations, and our financial condition.

the year ended December 31, 2023, we had net loss of approximately $193.8 million compared to approximately $135.0 million for the year

ended December 31, 2022.

Our accumulated deficit as of December 31, 2023 was approximately $373.1 million.

In fiscal 2023, we had net

loss of approximately $55.6 million compared to approximately $70.9 million in fiscal 2022.

Our accumulated deficit as of December 31,

2022 was approximately $378.7 million.

We may continue to incur losses in the future if we do not achieve sufficient revenue or adequately

reduce costs to achieve and maintain profitability.

There is no assurance that our operations will generate sufficient cash flows to

support our continued operations in the future without needing to seek additional capital funding or borrowings.

We can provide no assurance

that if we need to seek such additional outside capital that it will be available on favorable terms or at all.

Any failure to achieve

and maintain profitability could have a materially adverse effect on our ability to implement our business plan, our results and operations,

and our financial condition.

Our financial

conditions raise substantial doubt about our ability to continue as a “going concern” through one year from the date of the

financial statements contained herein if the Business Combination is not consummated and we are unable to refinance or modify the terms

of the Third A&R NPA and the underlying debt with Renew.

the year ended December 31, 2023, Arena incurred a net loss of $55.6 million.

For year ended December 31, 2023 and year ended December

31, 2022, our cash on hand of $9.3 million and $13.9 million and a working capital deficit of $63.3 million and $137.7 million,

respectively.

Arena’s net loss and working capital deficit have been evaluated by management to determine if the significance of

those conditions or events would limit its ability to meet its obligations when due.

a result, management determined there is substantial doubt about Arena’s ability to continue as a going concern for a one-year

period following the financial statement issuance date, unless (i) Arena closes the transactions contemplated by the business

combination agreement by and among the Company, Simplify, Bridge Media Networks, LLC (“Bridge Media”), New Arena Holdco,

Inc (“New Arena”) and the other parties dated November 5, 2023, as amended on December 1, 2023 (the “Business

Combination”) and (ii) Arena is able to refinance or modify the terms of the Third A&R NPA and the underlying debt with

Renew, which is subject to a forbearance period through the earlier of the following:

(a) April 30, 2024, (b) the closing of the

Business Combination, and (c) the termination of the Business Combination, and establishes debt payments that are serviceable by the

Company’s cash flow.

If we are unable to raise additional capital, we may be required to take additional measures to

conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a

potential transaction and reducing overhead expenses.

We cannot provide any assurance that financing sources will be available to us

on commercially acceptable terms or if at all, that our plans to consummate the Business Combination will be successful or the

Company will be able to refinance or modify the terms of the Third A&R NPA and the underlying debt with Renew .

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

results of operations may fluctuate significantly and may not meet our expectations or those of securities analysts and investors.

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by growing companies in rapidly developing industries, including those relating to:

changes in demand and pricing for our products, services and

the Platform;

developing, maintaining, and expanding relationships with Publisher

Partners and advertisers;

in demand and pricing for our products, services and the Platform;

● developing,

maintaining, and expanding relationships with Publisher Partners and advertisers;

and developing new solutions that are adopted by and meet the needs of Publisher Partners

and advertisers;

competing against companies with a larger user and customer

base or greater financial or technical resources;

changes in the pricing policies of Publisher Partners, advertisers

and competitors;

changes in our access to valuable user data;

costs to develop and upgrade the Platform to incorporate new

technologies;

against companies with a larger user and customer base or greater financial or technical

in the pricing policies of Publisher Partners, advertisers and competitors;

in our access to valuable user data;

to develop and upgrade the Platform to incorporate new technologies;

related to the acquisition of businesses, talent, technologies, or intellectual property,

including potentially significant amortization costs and possible write-downs;

seasonality in our business;

the length and complexity of our sales cycles;

the timing of stock-based compensation expense;

potential costs to attract, onboard, retain and motivate qualified

● seasonality

in our business;

length and complexity of our sales cycles;

timing of stock-based compensation expense;

costs to attract, onboard, retain and motivate qualified personnel;

to evolving industry standards and government regulations that impact our business, particularly

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changes in interest rates or foreign exchange rates, or otherwise;

further expanding our business in other markets.

expanding our business in other markets.

one or more of the factors above may result in significant fluctuations in our results of operations.

11 unchanged sentences

claims made by our current or former employees, or claims for reimbursement following misappropriation of customer data.

we could face claims relating to information that is published or made available on the Platform.

In particular, the nature of our business

exposes us to claims related to defamation, intellectual property rights and rights of publicity and privacy.

We might not be able to

monitor or edit a significant portion of the content that appears on the Platform.

This risk is enhanced in certain jurisdictions outside

the United States where our protection from liability for third-party actions may be unclear and where we may be less protected under

local laws than we are in the United States.

We could also face fines or orders restricting or blocking our services in particular geographies

as a result of content hosted on our services.

If any of these events occur, our business could be seriously harmed.

Further, our employees

are highly experienced, having worked in our industry for many years and.

Prior employers may try to assert that our employees are breaching

restrictive covenants and other limitations imposed by past employment arrangements.

We believe that all of our employees are free to

work for us in their various capacities and have not breached past employment arrangements.

Notwithstanding our care in our employment

practices, a prior employer may assert a claim.

Such claims will be costly to contest, highly disruptive to our work environment, and

may be detrimental to our operations.

insurance might not cover any such claims that rise in the ordinary course of business, might not provide sufficient payments to cover

all the costs to resolve one or more such claims, and might not continue to be available on terms acceptable to us.

example, we could face claims relating to information published or made available on the Platform.

In particular, the nature of our

business exposes us to claims related to defamation, intellectual property rights and rights of publicity and privacy.

be able to monitor or edit a significant portion of the content that appears on the Platform.

This risk is enhanced in certain

jurisdictions outside the United States where our protection from liability for third party actions may be unclear and where we may

be less protected under local laws than we are in the United States.

We could also face fines or orders restricting or blocking our

services in particular geographies as a result of content hosted on our services.

If any of these events occur, our business could

be seriously harmed.

employees are highly experienced, having worked in our industry for many years and prior employers may try to assert that our

employees are breaching restrictive covenants and other limitations imposed by past employment arrangements.

We believe that all of

our employees are free to work for us in their various capacities and have not breached past employment arrangements.

Notwithstanding our care in our employment practices, a prior employer may assert a claim against us.

Such claims can be costly to

contest, disruptive to our work environment, and may be detrimental to our operations and financial results.

insurance may not cover any such claims that rise in the ordinary course of business, may not provide sufficient payments to cover

all the costs to resolve one or more such claims, and may not continue to be available on terms acceptable to us.

A claim brought against

1 unchanged sentence

or potential investors to reduce their expectations of our performance, which could reduce the trading price of our common stock.

might result in substantial costs and may divert management’s attention and resources, which could adversely affect our business,

may result in substantial costs and may divert management’s attention and resources, which could adversely affect our business,

financial condition, results of operations, and prospects.

ability to utilize our net operating loss carryforwards may be limited.

of December 31, 2022, we had federal net operating loss carryforwards, or NOLs, due to prior period losses of $190,070,

and the NOLs could expire before we generate sufficient taxable income to make use of our NOLs.

Subject to certain limitations, NOLs

can be used to offset taxable income for U.S.

of December 31, 2023, we had federal net operating loss carryforwards, or NOLs, due to prior period losses of $193.8 million, and certain

NOLs could expire before we generate sufficient taxable income to make use of our NOLs.

Subject to certain limitations, NOLs can be used

to offset taxable income for U.S.

federal income tax purposes.

However, Section 382 of the Internal Revenue Code of 1986,

as amended, may limit the NOLs we may use in any year for U.S.

federal income tax purposes in the event of certain changes in ownership

of our Company.

If an “ownership change” occurs, Section 382 would impose an annual limit on the amount of pre-ownership

change NOLs and other tax attributes we can use to reduce our taxable income, potentially increasing and accelerating our liability for

income taxes, and also potentially causing those tax attributes to expire unused.

In addition, our ability to use our net operating losses

is dependent on our ability to generate taxable income, and the net operating losses could expire before we generate sufficient taxable

income to make use of our net operating losses.

RELATED TO GOVERNANCE

However, Section 382 of the Internal Revenue Code of 1986, as amended,

may limit certain NOLs we may use in any year for U.S.

federal income tax purposes in the event of certain changes in ownership of our

If an “ownership change” occurs, Section 382 would impose an annual limit on certain pre-ownership NOLs and other

tax attributes we can use to reduce our taxable income, potentially increasing and accelerating our liability for income taxes, and also

potentially causing those tax attributes to expire unused.

In addition, our ability to use our net operating losses is dependent on our

ability to generate taxable income, and certain net operating losses could expire before we generate sufficient taxable income to make

use of our net operating losses.

RELATED TO GOVERNANCE AND COMMON STOCK

are dependent on the continued services and on the performance of our key executive officers, management team, and other key personnel,

the loss of which could adversely affect our business.

future success largely depends upon the continued services of our key executive officers, management team, and other key personnel.

loss of the services of any of such key personnel could have a material adverse effect on our business, operating results, and financial

We depend on the continued services of our key personnel as they work closely with both our employees and our Publisher Partners.

Such key personnel are also responsible for our day-to-day operations.

Although we have employment agreements with some of our key personnel,

these are at-will employment agreements, albeit with non-competition and confidentiality provisions and other rights typically associated

with employment agreements.

We do not believe that any of our executive officers are planning to leave or retire in the near term;

we cannot ensure that our executive officers or members of our management team will remain with us.

We also depend on our ability to

identify, attract, hire, train, retain, and motivate other highly skilled technical, managerial, sales, operational, business development,

and customer service personnel.

Competition for such personnel is intense, and there can be no assurance that we will be able to successfully

attract, assimilate, or retain sufficiently qualified personnel.

The loss or limitation of the services of any of our executive officers,

members of our management team, or key personnel, including our regional and country managers, or the inability to attract and retain

additional qualified key personnel, could have a material adverse effect on our business, financial condition, or results of operations.

are dependent on the continued services and on the performance of our key executive officers, management team, and other key

We also depend on our ability to identify, attract, hire, train, retain, and motivate other highly skilled technical,

managerial, sales, operational, business development, and customer service personnel.

Competition for such personnel is intense, and

there can be no assurance that we will be able to successfully attract, assimilate, or retain sufficiently qualified personnel.

loss or limitation of the services of any of our executive officers, members of our management team, or other key personnel or the

inability to attract and retain additional qualified key personnel, could have a material adverse effect on our business, financial

condition, or results of operations.

elimination of monetary liability against our directors, officers, and employees under Delaware law and the existence of indemnification

15 unchanged sentences

will make our common stock less attractive to investors.

are a “smaller reporting company,” as defined in Item 10(f)(1) of Regulation S-K.

As a smaller reporting company, we are

eligible for exemptions from various reporting requirements applicable to other public companies that are not smaller reporting companies,

including, but not limited to reduced disclosure obligations, including with respect to executive compensation, in our periodic reports,

proxy statements, and registration statements.

We will continue to be a smaller reporting company if either (i) the market value of our

stock held by non-affiliates is less than $250 million as of the prior June 30, or (ii) our annual revenue is less than $100 million

during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million as

of the prior June 30.

We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions.

If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and

our stock price may be more volatile.

the consummation of the Business Combination, we will be a “smaller reporting company,” as defined in Item 10(f)(1) of Regulation

As a smaller reporting company, we are eligible for exemptions from various reporting requirements applicable to other public companies

that are not smaller reporting companies, including, but not limited to reduced disclosure obligations, including with respect to executive

compensation, in our periodic reports, proxy statements, and registration statements.

We will continue to be a smaller reporting company

if either (i) the market value of our stock held by non-affiliates is less than $250 million as of the prior June 30, or (ii) our

annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates

is less than $700 million as of the prior June 30.

We cannot predict if investors will find our common stock less attractive because

we may rely on these exemptions.

in our Certificate of Incorporation and Bylaws and Delaware law may discourage a takeover attempt even if a takeover might be beneficial

38 unchanged sentences

In addition, Section 145 of the DGCL or our Certificate of Incorporation provides that:

will indemnify our directors and officers for serving us in those capacities or for serving

● We indemnify our directors and officers for serving us in those capacities or for serving

other business enterprises at our request, to the fullest extent permitted by Delaware law.

6 unchanged sentences

are required to advance expenses, as incurred, to our directors and officers in connection

with defending a proceeding, except that such directors or officers shall undertake to repay

with defending a legal proceeding, except that such directors or officers shall undertake to repay

such advances if it is ultimately determined that such person is not entitled to indemnification.

31 unchanged sentences

political conditions and trends, political instability and acts of war or terrorism, including

the ongoing conflict between Russia and Ukraine;

the ongoing conflict between Russia and Ukraine, as well as in the Middle East;

health crises and related measures to protect the public health (such as the COVID-19 pandemic);

13 unchanged sentences

issuance of substantial amounts of our common stock could cause the market price of our common stock to decline.

Board has the power to issue any or all authorized but unissued shares of our common stock at any price and, in respect of our preferred

stock, at any price and with any attributes our Board considers sufficient, without stockholder approval.

Board has the authority to issue any or all authorized but unissued shares of our common stock at any price and, with regard to our preferred

stock, at any price and with any attributes our Board considers appropriate, absent stockholder approval.

The issuance of additional

22 unchanged sentences

market price of our common stock.

Unresolved Staff Comments

Cyber-attacks

and other security threats and disruptions could have a material adverse effect on our business.

a tech-powered media company, we face cybersecurity threats, such as ransomware and denial-of-service, and attacks on technical infrastructure.

Our customers and suppliers face similar cybersecurity threats, and a cybersecurity incident impacting us or any of these entities could

materially adversely affect our operations, performance and results of operations.

sophistication of threats continues to evolve and grow, including the risk associated with the use of emerging technologies, such as

artificial intelligence and quantum computing, for nefarious purposes.

In addition to cybersecurity threats, we face threats to the security

of our systems and employees from terrorist acts, sabotage or other disruptions, any of which could adversely affect our business.

improper conduct of our employees or others working on behalf of us who have access to confidential or sensitive information could also

adversely affect our business and reputation.

Our customers (including sites that we operate for our customers) and suppliers experience

similar security threats.

we are unable to protect sensitive information, including complying with evolving information security, data protection and privacy

regulations, our customers or governmental authorities could investigate the adequacy of our threat mitigation and detection

processes and procedures;

and could bring actions against us for noncompliance with applicable laws and regulations.

depending on the severity of an incident, our customers’ data, our employees’ data, our intellectual property (including

trade secrets and research, development and engineering know-how), and other third party data (such as suppliers) could be

compromised, which could adversely affect our business.

Products and services we provide to customers also carry cybersecurity

risks, including risks that they could be breached or fail to detect, prevent or combat attacks, which could result in losses to our

customers and claims against us, and could harm our relationships with our customers and financial results.

the persistence, sophistication, volume and novelty of threats we face, we may not be successful in preventing or mitigating an attack

that could have a material adverse effect on us and the costs related to cyber or other security threats or disruptions may not be fully

insured or indemnified by other means.

suppliers face similar security threats and an incident at one of these entities could adversely impact our business.

These entities

are typically outside our control and may have access to our information with varying levels of security and cybersecurity resources,

expertise, safeguards and capabilities.

Adversaries actively seek to exploit security and cybersecurity weaknesses in our supply chain.

Breaches in our supply chain could in the future compromise our data and adversely affect customer deliverables.

We also must rely on

our supply chain for adequately detecting and reporting cyber incidents, which could affect our ability to report or respond to cybersecurity

incidents effectively or in a timely manner.

Failures by our suppliers could result in damages to you and have an adverse effect on our business and operations.

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-K

Item 1A. Risk Factors