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 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024. Other than as described below, our risk factors have not changed materially since June 30, 2024.

We expect the holders of the Notes will deliver a Put Notice (as defined below) on or around November 22, 2024, and we may be unable to renegotiate the terms of the indenture governing the Notes and / or seek alternative financing to repay the Notes.

Each holder of a Note issued has the right under the indenture governing the Notes to require us to repurchase, for cash, all or a portion of the Notes held by such holder (i) at any time on or after December 3, 2024 (i.e., the third anniversary of the issuance of the Notes), at a repurchase price equal to the principal amount plus accrued and unpaid interest, or (ii) upon the occurrence of a fundamental change (as defined in the indenture) before the maturity date (i.e., December 3, 2026), at a repurchase price equal to 101% of the principal amount plus accrued and unpaid interest. Pursuant to the third amendment of the indenture on October 28, 2024, the period of advance notice to us required for an optional redemption was amended so that (i) if such notice (the “Put Notice”) is given on November 22, 2024, such holder shall have the right to require us to repurchase such holder’s Notes on December 3, 2024, and (ii) if such notice is after November 22, 2024, such holder shall have the right to require us to repurchase such holder's Notes on the fifth business day following such notice. We expect the holders of the Notes to each deliver a Put Notice on November 22, 2024 (or soon thereafter), upon which $118.8 million of outstanding principal amount and approximately $4.7 million of accrued interest thereon will become due and payable. Prior to such payment date, we will be required to renegotiate the terms of the indenture with the holders of the Notes and / or seek alternative financing to repay the Notes. There is no assurance that we will be successful in either case which would trigger an Event of Default under the indenture governing the Notes and allow the holders of the Notes to accelerate the maturity of the Notes and require repayment. We currently do not have sufficient cash on hand or projected cash flows to fund the repayment of the Notes. Uncertainty concerning the repayment of the Notes could cause significant volatility in the trading of our Class A common stock.