6 unchanged sentences
Changes in Internal Control over Financial Reporting
−Removed: There have been no changes in our internal control over financial reporting that occurred during the three months ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, except as noted below.
−Removed: We completed the SpotX Acquisition on April 30, 2021.
−Removed: See Note 10 of "Notes to Consolidated Financial Statements" for more information.
−Removed: We are currently integrating SpotX into our operations and internal control processes.
−Removed: As we complete this integration, we are analyzing, evaluating, and where necessary, making changes in control and procedures related to the SpotX business, which we expect to complete within one year after the date of acquisition.
−Removed: Pursuant to the SEC’s guidance that an assessment of a recently acquired business may be omitted from the scope of an assessment in the year of acquisition, the scope of our assessment of the effectiveness of our internal controls over financial reporting at December 31, 2021 excludes SpotX to the extent that they are not yet integrated into our internal controls environment.
+Added: There have been no changes in our internal control over financial reporting that occurred during the three months ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management's Report on Internal Control Over Financial Reporting
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Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in "Internal Control - Integrated Framework" (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: As permitted by the Securities and Exchange Commission, companies are allowed to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition.
−Removed: During the quarter ended June 30, 2021, the Company acquired SpotX, Inc.
−Removed: Pursuant to applicable rules, because the Company has not yet fully incorporated the internal controls and procedures of the acquired entity into the Company's internal control over financial reporting, management excluded certain elements related to the acquired business from its assessment of the effectiveness of internal control over financial reporting as of December 31, 2021.
−Removed: The excluded elements of the SpotX business, which are comprised of transactions on the legacy SpotX platform, represented approximately 34% of the Company's revenue and 10% of the Company’s total assets as of and for the year ended December 31, 2021.
Based on this evaluation, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2022.
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3.2 Certificate of Amendment to the Sixth Amended and Restated Certificate of Incorporation of Magnite, Inc., dated June 30, 2020 (incorporated by reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q filed with the Commission on August 10, 2020).
+Added: 3.3 Fifth Amended and Restated Bylaws of Magnite, Inc.
+Added: (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 22, 2022).
3.3 Fourth Amended and Restated Bylaws of Magnite, Inc., dated June 30, 2020 (incorporated by reference to Exhibit 3.4 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 10, 2020).
27 unchanged sentences
10.16 Sublease between Zillow Group, Inc.
−Removed: and Magnite, Inc., dated September 21, 2021.
+Added: and Magnite, Inc., dated September 21, 2021 (in corporated by reference to Exhibit 10.16 to the Registrant's Annual Report on Form 10-K filed with the Commission on February 23, 202 2).
10.17 Form of Capped Call Transaction Confirmation (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Commission on March 19, 2021).
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+ Indicates a management contract or compensatory plan or arrangement
−Removed: † Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
(1) The information in this exhibit is furnished and deemed not filed with the Securities and Exchange Commission for purposes of Section 18 of the Exchange Act of 1934, as amended (the "Exchange Act"), and is not to be incorporated by reference into any filing of Magnite, Inc.
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February 22, 2023
+Added: /s/ David Pearson Director
+Added: February 22, 2023
+Added: David Pearson
/s/ James Rossman Director
6 unchanged sentences
February 22, 2023
+Added: /s/ Diane Yu Director
+Added: February 22, 2023
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.