BuzzFeed Inc

Disclosure about our existing risk factors is set forth in Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Other than as described below, our risk factors have not changed materially since December 31, 2023.

We are currently not in compliance with the Nasdaq’s continued listing requirements. If we are unable to regain compliance with Nasdaq’s listing requirements, our securities could be delisted, which could affect our securities’ market price and liquidity.

On March 6, 2024, Patrick Kerins, then a member of the Company’s board of directors and its audit committee, notified the Company that he did not intend to stand for re-election as a director of the Company at its 2024 annual meeting of stockholders. The Company then promptly notified the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that, as a consequence of Mr. Kerins’ failure to seek re-election, following the 2024 annual meeting, the audit committee of the Company’s board of directors would consist of two members and, as such, that the Company would no longer be in compliance with Nasdaq Listing Rule 5605(c)(2)(A), which requires that the audit committees of listed companies have a minimum of three members that satisfy certain criteria for service on the committee (i.e., the Nasdaq Audit Committee Requirement). On April 26, 2024, as expected, the Company received a letter from the Staff notifying the Company that the Company was no longer in compliance with the Nasdaq Audit Committee Requirement.

The Company has until the earlier of its 2025 annual meeting of stockholders and April 25, 2025 (i.e., one year from the date on which the Company ceased to be compliant) to regain compliance. If the Company is not in compliance with the Nasdaq Audit Committee Requirement by that date, then the Staff will provide written notification to the Company that its Class A common stock will be subject to delisting. At that time, the Company may appeal the Staff’s delisting determination to the Nasdaq Listing Qualifications Panel. However, there can be no assurance that, if the Company receives a delisting notice and appeals the delisting determination, such an appeal would be successful. The Company intends to appoint a third member to the audit committee of the Company’s board of directors prior to the expiration of the cure period in order to regain compliance with the Nasdaq Audit Committee Requirement.

A delisting of our Class A common stock from Nasdaq would materially reduce the liquidity of our Class A common stock and result in a corresponding material reduction in the price of our Class A common stock. Any such event could make it more difficult to dispose of, or obtain accurate quotations for the price of, our Class A stock. It could also lead to the failure of our securities to be covered by securities analysts or the reduction in our coverage by the news media, which could cause the price of our Class A common stock to decline further. In addition, delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, customers, business partners and employees and fewer business development opportunities. Further, under the indenture governing the Notes, the failure of our Class A common stock to be listed on any national securities exchange or quoted on Nasdaq would constitute a fundamental change, giving the holders of the Notes the right to require us to repurchase, for cash, all or a portion of their Notes at a repurchase price equal to 101% of the principal amount plus accrued and unpaid interest.

The audit committee of the Company’s board of directors consists of only two members, which may limit the committee’s ability to fulfill its oversight duties effectively.

The audit committee of the Company’s board of directors consists of only two members. In addition to the risks attendant in the Company’s failure to comply with the Nasdaq Audit Committee Requirement, having a two-person audit committee may limit the committee’s ability to fulfill its oversight duties effectively. A small audit committee may struggle to provide adequate oversight of financial reporting processes, internal controls, and risk management activities. This could lead to gaps in monitoring and potential control weaknesses. The workload for each member of a two-person audit committee can be significantly higher compared to a larger committee, which may lead to difficulties in fulfilling all necessary responsibilities and increase the risk of oversight or errors. In a two-person audit committee, succession planning and continuity become critical issues. Changes in membership, such as resignations or retirements, can have a significant impact on the committee’s effectiveness and institutional knowledge. Overall, the Company’s small audit committee could weaken the Company’s financial governance structure and increase its exposure to financial risks, potentially impacting its reputation or financial performance.