Arena Group Holdings, Inc.

Form 10-K

Cautionary Statement Regarding Forward-Looking Information

Certain statements and information in this Annual Report on Form 10-K may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). Forward-looking statements relate to future events or future performance and include, without limitation, statements concerning our business strategy, future revenues, market growth, capital requirements, product introductions, expansion plans and the adequacy of our funding. Other statements contained in this Annual Report on Form 10-K that are not historical facts are also forward-looking statements. We have tried, wherever possible, to identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and other comparable terminology.

Forward-looking statements in this Annual Report on Form 10-K, for example, statements about:

•our ability to achieve and maintain profitability in the future;

•our ability to maintain an effective system of internal control over financial reporting;

•the success of strategic relationships with third parties;

•our ability to recruit and retain qualified personnel;

•our ability to manage our growth effectively, including through strategic acquisitions;

•our ability to attract, develop, and retain capable Publisher Partners (as described below) and Expert Contributors (as described below);

•our ability to attract new advertisers and to persuade existing advertisers to continue to advertise on the Platform (as described below);

•our ability to grow market share in our existing markets or any new markets we may enter;

•our ability to attract, engage, and retain audiences;

•protecting and monetizing our intellectual property;

•maintaining and growing revenue streams;

•retaining and growing trust in our brand and journalism given recent advances in Generative Artificial Intelligence;

•our ability to continue to satisfy NYSE American listing rules;

•our estimates of the sufficiency of our existing capital resources combined with future anticipated cash flows to finance our operating requirements; and

•other factors detailed under the section entitled “Risk Factors.”

We caution investors that any forward-looking statements presented in this Annual Report on Form 10-K, or that we may make orally or in writing from time to time, are based on the beliefs of, assumptions made by, and information currently available to, us. Such statements are based on assumptions, and the actual outcome will be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control or ability to predict. Although we believe that our assumptions are reasonable, they are not guarantees of future performance, and some will inevitably prove to be incorrect. As a result, our actual future results can be expected to differ from our expectations, and those differences may be material. Accordingly, investors should use caution in relying on forward-looking statements, which are based only on known results and trends at the time they are made, to anticipate future results or trends.

Certain risks are discussed in this Annual Report on Form 10-K and also from time to time in our other filings with the U.S. Securities and Exchange Commission (the “SEC” or “Commission”).

This Annual Report on Form 10-K and all subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date of this Annual Report on Form 10-K.