CuriosityStream Inc

QUARTERLY REPORT ON FORM 10-K

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains certain forward-looking statements. All statements, other than statements of present or historical fact included in this Annual Report on Form 10-K, regarding the Company’s future financial performance, as well as the Company’s strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Annual Report on Form 10-K, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. The Company cautions you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company, incident to its business.

These forward-looking statements are based on information available as of the date of this Annual Report on Form 10-K, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date. Although the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws, you are advised to consult any additional disclosures the Company makes in its Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC. Forward-looking statements contained in this Annual Report on Form 10-K include, but are not limited to, statements about the ability of the Company to:

•suggest and serve content to its subscriber base;

•meet the needs of distributor partners;

•increase and retain its subscriber base and increase subscriber hours;

•enter into integrated partnerships with corporate partners and advertisers;

•develop integrated brand partnerships;

•attract and retain sponsors;

•anticipate trends in video consumption;

•compete for subscribers and sponsorship spending with other content services;

•protect against the loss, misuse, and alteration of customers’ personally identifiable information;

•meet future liquidity requirements;

•continue operating under existing laws and licensing regimes;

•license content at favorable rates;

•realize the intended efficiencies and benefits from our business strategies and cost savings initiatives;

•achieve positive net cash flow and profitability;

•identify, recruit, retain, incentivize and integrate existing and new employees, advisors and consultants;

•attract, train and retain effective officers, key employees and directors;

•compete in the factual subscription video on-demand category;

•acquire, and enhance the capabilities of, its intellectual property;

•protect its intellectual property by relying on confidentiality and license agreements with our employees, consultants and third parties, and on trademark and copyright laws;

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•broaden and stabilize its sources of revenue;

•obtain additional capital, including use of the debt market and through the issuance of various types of securities;

•enhance future operating and financial results;

•meet international and education market expansion plans, including by managing and adjusting its business to address varying international markets;

•comply with laws and regulations applicable to its business;

•stay abreast of modified or new laws and regulations applying to its business, including copyright and privacy regulation;

•negotiate content and other licensing agreements;

•invest in content and marketing, including investments in original programming;

•invest in our corporate governance, including adding personnel and systems to its administrative and revenue-generating functions;

•maintain the listing of our securities with NASDAQ

•anticipate and respond to uncertainties associated with product and service development and market acceptance; and

•anticipate the impact of new U.S. federal, state and international income tax laws, including the impact on deferred tax assets.

As a result of a number of known and unknown risks and uncertainties, the Company’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

•an inability to maintain and develop new and existing revenue-generating relationships and partnerships or to significantly increase the Company’s subscriber base and retain customers;

•a failure to develop, acquire and maintain an adequate breadth and depth of content;

•the Company’s inability to protect its intellectual property;

•the impact of content and pricing changes on subscriber growth;

•increased competition in the subscription video on-demand market segment;

•the possibility that the Company may be unable to access financing sources;

•a failure to attract new and qualified personnel in a timely and effective manner and retain existing personnel;

•adverse changes in applicable laws or regulations, including but not limited to privacy laws, tax laws, securities regulations and accounting standards;

•a failure to maintain adequate privacy and data security systems and protocols;

•general economic conditions and economic conditions specific to the internet, online commerce and the media industry; and

•other risks and uncertainties set forth in Risk Factors.

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RISK FACTOR SUMMARY

Our business operations are subject to numerous risks and uncertainties, including those outside of our control, that could cause our results to vary from expectations. You should carefully consider these risks and uncertainties when investing in our securities. The principal risks and uncertainties affecting our business include, but are not limited to, the following:

•If our efforts to attract and retain users are not successful, our business will be adversely affected;

•If we do not continuously provide value to our users, including making improvements to our service in a manner that is favorably received by them, our revenue, results of operations and business will be adversely affected;

•We have a history of net losses, and we anticipate that we will experience net losses for the foreseeable future;

•Our operating results are expected to be difficult to predict based on a number of factors that also may affect our long-term performance;

•If we are not able to manage our growth, our business could be adversely affected;

•We may be unable to realize intended efficiencies and benefits from our ongoing cost-savings initiatives, which may adversely affect our profitability, financial condition or our business.

•Our business could be adversely impacted by costs and challenges associated with strategic acquisitions and investments, including joint ventures;

•Certain of our growth strategies are untested, unproven or not yet fully developed;

•If we experience excessive rates of user churn, our revenues and business will be harmed;

•If our efforts to build a strong brand identity and improve user satisfaction and loyalty are not successful, we may not be able to attract or retain users, and our operating results may be adversely affected;

•We may be unable to compete successfully against current and future competitors, and competitive pressures could harm our business and prospects;

•We face risks, such as unforeseen costs and potential liability, in connection with content we acquire, produce, license and/or distribute through our service;

•We rely upon a number of partners to make our service available on their platforms and devices;

•Distributors’ failure to promote our content could adversely affect our revenue and could adversely affect our business results;

•If we fail to maintain or, in newer markets establish, a positive reputation with consumers concerning our service and the content we offer, we may not be able to attract or retain users, we may face regulatory scrutiny and our operating results may be adversely affected;

•Changes in competitive offerings for video entertainment, including the potential rapid adoption of piracy-based video offerings, could adversely impact our business;

•Changes in how we market our service, or increases in our advertising rates, could adversely affect our marketing expenses and user levels may be adversely affected;

•Emerging industry trends in digital advertising may pose challenges for our ability to forecast or optimize our advertising inventory, which may adversely impact our ability to capture advertising spend;

•Our user metrics and other estimates are subject to inherent challenges in measurement, and real or perceived inaccuracies in those metrics may seriously harm and negatively affect our reputation and our business;

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•We rely on subscription data provided by our third-party distributors and platform partners that has not been independently verified, and inaccuracies in that data may seriously harm and adversely affect our reputation and our business;

•Our business emphasizes rapid innovation and prioritizes long-term user engagement over short-term financial condition or results of operations, which strategy could have an adverse impact on our business, operating results and financial condition;

•If content providers or other rights holders refuse to license streaming content or other rights upon terms acceptable to us, our business could be adversely affected;

•We may find it difficult to successfully compete without significant capital investment or loans beyond what is available to us in current and future capital raising efforts

•We may not be able to generate sufficient cash to service our obligations and any debt we may incur in the future;

•Any significant disruption in or unauthorized access to our computer systems or those of third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyber-attacks, could result in a loss or degradation of service, unauthorized access, harm to our reputation, disclosure or destruction of data, including user and corporate information, or theft of intellectual property, including digital content assets, which could adversely impact our business;

•NASDAQ may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions; and

•Our stock price may change significantly and you could lose all or part of your investment as a result

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