☒~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

☐~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

Indicate by check mark whether the registrant is a shell company (as defined in Rule

As of May ~~12, 2022,~~10, 2023, there were ~~52,773,884~~52,970,260 shares of Common Stock of the registrant issued and outstanding.

The accompanying unaudited consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles ~~(U.S. GAAP)~~(“U.S. GAAP”) and are consistent in all material respects with those applied in the Company’s consolidated financial statements as of and for the year ended December 31, ~~2021.~~

In the opinion of management, the unaudited consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of the Company’s financial position, results of operations, and cash flows. The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes and

~~Certain amounts presented in prior periods have been reclassified to conform to the current period presentation.~~

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, cash equivalents, investments, and accounts receivable. The Company maintains its cash, cash equivalents, and investments with high credit quality financial institutions; at times, such balances with the financial institutions may exceed the applicable FDIC-insured limits.

Accounts receivable, net are typically unsecured and are derived from revenues earned from customers primarily located in the United ~~States.~~

Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The applicable accounting guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value:

In ~~February~~June 2016, the Financial Accounting Standards Board ~~(FASB)~~(“FASB”) issued Accounting Standards Update ~~(ASU)~~ (“ASU”)

No. ~~2016-02, Leases~~2016-13,

“Financial Instruments—Credit Losses (Topic ~~842), which supersedes~~326): Measurement of Credit Losses on Financial Instruments (“ASU

2016-13”).”

The amendments in this update introduce a new standard to replace the incurred loss impairment methodology under

prior

U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.

The Company determines its allowance for doubtful accounts based on historical ~~lease guidance under Accounting Standards Codification (ASC) 840. Topic 842 increases transparency~~loss experience, customer financial condition, and comparability among organizations by requiring the recognition of lease assets and lease liabilities on the balance sheet and disclosure of key information about leasing arrangements for both lessees and lessors. current economic conditions.

The Company adopted the new standard effective January 1, ~~2022, using the modified retrospective method and electing to use the package of practical expedients permitted under the transition guidance,~~2023, which allows for the carry forward of historical lease classification for existing leases on the adoption date and does not require the assessment of existing lease contracts to determine whether the contracts contain a lease or initial direct costs. Prior periods were not retrospectively adjusted.

The adoption of this standard resulted in the recognition of operating lease liabilities of $5.3 million with corresponding right-of-use (ROU) assets in the amount of $4.0 million, net of existing deferred rent and lease incentives of $1.3 million. The Company did not have any finance lease liabilities as of the adoption date. There was no cumulative effect adjustment to the opening balance of accumulated deficit as of January 1, 2022. Adoption of this new guidance did not have an impact on the unaudited consolidated statements of operations or cash flows. Refer to Note 12 for further information regarding the impact of adoption of Topic 842 on the Company’s unaudited consolidated financial statements.

~~Accounting Standards Effective in Future Periods~~

~~In June 2016, the FASB issued ASU 2016-13,~~ ~~Financial Instruments — Credit Losses (Topic 326)~~, which requires that an entity measure and recognize expected credit losses for financial assets held at amortized cost and replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that requires consideration of a broader range of information to estimate credit losses. The guidance also modifies the impairment model for available-for-sale debt securities. ASU 2016-13 is effective for the Company’s fiscal year beginning January 1, 2023. The Company does not expect the implementation of ASU 2016-13 to have a material impact on its consolidated financial statements.

Note

~~Note~~ 3 – Equity ~~Investments~~

Invest

nts

Spiegel TV Geschichte und Wissen GmbH & Co. KG (the “Spiegel Venture”)

In July 2021, the Company acquired 32% ownership in the Spiegel Venture for $3.3 million. The

Spiegel Venture, which prior to the Company’s equity purchase, was jointly owned and operated by Spiegel TV GmbH (“Spiegel TV”) and Autentic GmbH (“Autentic”), operates two documentary channels, together with ~~various SVoD services,~~an SVOD service, which provide factual content to pay television audiences in Germany. The Company has not received any dividends from the Spiegel Venture as of March 31, ~~2022.~~

2023.

The Company has a call option that permits it to require Spiegel TV and Autentic to sell their ownership interests in Spiegel Venture (“Call Option”) to the Company. The Call Option, exercisable at a value based on a determinable calculation in the Share Purchase Agreement, which was amended during the three months ended March 31, 2023 (as amended, the “SPA”), is initially exercisable only during the period that is the later of (i) the

30-day

period following the adoption of Spiegel Venture’s audited financial statements for the fiscal year 2025, and (ii) the period between March 1, 2026 and March 30, 2026.

Together with the Call Option, each of Spiegel TV and Autentic has a put option that permits it to require the Company to purchase their interest (“Put Option”) at a value based on a determinable calculation outlined in the SPA. The Put Option is only exercisable upon the achievement of certain defined conditions, as outlined in the SPA, and is initially exercisable only during the period that is the later of (i) the

60-day

period following the adoption of Spiegel Venture’s audited financial statements for the fiscal year 2025, and (ii) the period between April 1, 2026 and April 30, 2026.

In the event the Call Option or Put Option is not exercised, both options
will
continue to be available to each respective party in the following year through perpetuity, with its exercise limited to the same date range as outlined above. The Put Option is not currently considered to be probable of becoming exercisable based on the defined conditions in the SPA.

Watch Nebula LLC (“Nebula”)

On August 23, 2021, the Company purchased a 12% ownership interest in ~~Watch~~ Nebula ~~LLC~~ for $6.0 million. Nebula is an ~~SVoD~~SVOD technology platform built for and by a group of content creators. ~~The~~Should Nebula meet certain quarterly targets through the third quarter of 2023, the Company is ~~committed~~obligated to ~~purchasing an~~purchase additional ~~13%~~ ownership ~~interest through eight quarterly payments~~interests, each for a payment of $0.8 million ~~which after~~

. After

each payment the Company will obtain an additional 1.625% of equity ownership interests. The Company did not make further investments in Nebula during the three months ended March 31, 2023

. The Company’s

total ownership interest in Nebula as of March 31, 2023

is 16.875%

Prior to the Company’s investment, Nebula was a 100% wholly owned subsidiary of Standard Broadcast LLC (“Standard”). The Company obtained 25% of the representation on Nebula’s Board of Directors, providing the Company with significant influence, but not a controlling interest. The Company has not received dividends from Nebula as of March 31, ~~2022.~~

2023.

Table of Contents

The Company’s carrying values for its equity method investments as of March 31, ~~2022~~2023 and December 31, ~~2021~~2022 is as follows:

Spiegel Venture Nebula Total
(in thousands)

Balance, December 31, 2021 $ 3,089 $ 6,898 $ 9,987
Investments in equity method investees ⁽¹⁾ - 813 813
Equity interests loss (133 ) (23 ) (156 )
Balance, March 31, 2022 $ 2,956 $ 7,688 $ 10,644


	Spiegel Venture		Nebula			Total

	(in thousands)
Balance, December 31, 2022	$	2,899	$	7,867		$	10,766
Equity method investment income (loss)		28		(247	)		(219	)

Balance, March 31, 2023	$	2,927	$	7,620		$	10,547

⁽¹⁾

~~Nebula’s investment in equity method investees balance includes an accrual of $0.8 million also reported in Accrued expenses and other liabilities as of March 31, 2022.~~

Note 4 ~~—Balance~~— Balance sheet components

Cash, cash equivalents and restricted cash

A reconciliation of the Company’s cash and cash equivalents in the consolidated balance sheets to cash, cash equivalents and restricted cash in the consolidated statements of cash flows is as follows:

The Company’s investments in debt securities at fair value based on unadjusted quoted market prices (Level 1) and quoted prices for comparable assets (Level 2) are:

~~The following tables summarize the Company’s corporate, U.S. government, and municipal debt securities:~~

There were no material realized gains or losses recorded during the three months ended March 31, ~~2022~~2023 or ~~2021.~~

In accordance with its accounting policy for content assets, the Company amortized licensed content costs and produced content costs ~~during~~

The following table sets forth the Company’s revenues disaggregated by type for the three months ended March 31, ~~2022~~2023 and ~~March 31, 2021,~~2022, as well as the relative percentage of each revenue type to total revenue.

Revenues expected to be recognized in the future related to performance obligations that ~~are~~

These amounts include only fixed consideration or minimum guarantees and do not include amounts related to (i) contracts with an original expected term of one year or less or (ii) licenses of content that are solely based on sales or usage-based royalties.

As of March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company ~~has~~

The warrant liability related to the Private Placement Warrants is recorded at fair value as of each reporting date with the change in fair value reported within other income (expense) in the accompanying unaudited consolidated statements of operations as “Change in fair value of warrant liability” until the warrants are exercised, expired or other facts and circumstances lead the warrant liability to be reclassified to ~~stockholder’s equity (deficit).~~stockholders’ equity. The fair value of the warrant liability for the Private Placement Warrants was estimated using a Black-Scholes pricing model using Level 3 inputs. The significant assumptions used in preparing the Black-Scholes option pricing model are as follows:

Basic and diluted earnings (loss) per share calculations are calculated on the basis of the weighted average number of shares of the Company’s common stock outstanding during the respective periods. Diluted earnings (loss) per share give effect to all dilutive potential common shares outstanding during the period using the treasury stock method for stock options and other potentially dilutive securities. In computing diluted earnings (loss) per share, the average fair value of the Company’s common stock for the period is used to determine the number of shares assumed to be purchased from the exercise price of the options. Purchases of treasury stock reduce the outstanding shares commencing on the date that the stock is purchased. Common stock equivalents are excluded from the calculation when a loss is incurred as their effect would be anti-dilutive.

For the three months ended March 31, ~~2022~~2023 and ~~March 31, 2021,~~2022, the following share equivalents were excluded from the computation of diluted net loss per share as the inclusion of such shares would be anti-dilutive. Common shares issuable for warrants, options, and restricted stock units represent the total amount of outstanding warrants, stock options, and restricted stock units at March 31, ~~2022~~2023 and ~~March 31, 2021.~~

The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. The fair value is recognized in earnings over the period during which an employee is required to provide the service. The Company accounts for forfeitures as they occur.

In October 2020, the Board of Directors of the Company adopted the CuriosityStream 2020 Omnibus Plan (the “2020 Plan”). Upon adoption of the 2020 Plan, a total of 7,725,000 shares were approved to be issued as stock options, share appreciation rights, restricted stock units and restricted stock.

The following table summarizes stock option and restricted stock unit ~~(RSU)~~(“RSU”) activity, prices, and values for the three months ended March 31, ~~2022:~~

There were no options exercised during the three months ended March 31 2023 and 2022. ~~The intrinsic value~~

The Company operates as 1one reporting segment. The Company’s chief operating decision maker (“CODM”) is its chief executive officer, who reviews financial information presented on an entity-wide basis for purposes of making operating decisions, assessing financial performance and allocating resources.

All long-lived tangible assets are located in the United States. Revenue by geographic location, based on the location of the customers, with one foreign country individually comprising greater than 10% of total revenue, is as follows:


Statement of operations:	Three months ended March 31,
	2023		2022

	(in thousands)
Revenues	$	794	$	—
Cost of revenues		1,202		990

The Company sublets a portion of its office space to a related party and accounts for the arrangement as an operating lease. Related party sublease rental income is recognized on a straight-line basis and is included in Interest and other income (expense) in the accompanying consolidated statements of operations. For the three months ended March 31, ~~2022,~~2023, operating lease income from the Company’s sublet was less than $0.1 million. As of March 31, ~~2022,~~2023, total remaining future minimum lease payments receivable on the Company’s operating lease ~~was $0.7~~

The Company recorded a provision for income taxes ~~were less than~~of $0.1 million for the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, respectively, primarily related to foreign withholding income taxes. The Company’s provision for income taxes differs from the federal statutory rate primarily due to the Company being in a full valuation allowance position and not recognizing a tax benefit attributable to generated losses for either federal or state income tax purposes.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of our results of operations and financial condition. The following discussion should be read in conjunction with the Company’s unaudited consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q. Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “we,” “us,” “our,” and “the Company” are intended to mean the business and operations of ~~CuriosityStream.~~CuriosityStream Inc.

All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q including, without limitation, statements under this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Quarterly Report on Form 10-Q, words such as “anticipate,” “attribute,” “believe,” “continue,” “hope,” “estimate,” “expect,” “intend,” “may,” “might,” “potential,” “seek,” “should,” “will” and “would,” and similar expressions, as they relate to us or the Company’s management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company’s behalf are qualified in their entirety by this paragraph. These forward-looking statements are subject to risks and uncertainties that could cause actual results and events to differ materially from those included in forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in our Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2022, filed with the ~~Securities and Exchange Commission (“SEC”).~~SEC on March 31, 2023. We assume no obligation to revise or publicly release any revision to any forward-looking statements contained in this Quarterly Report on Form 10-Q, unless required by law.

Created by John Hendricks, founder of the Discovery Channel and former Chairman of Discovery Communications, CuriosityStream is a media and entertainment company that offers premium video and audio programming across the principal categories of factual entertainment, including science, history, society, nature, lifestyle and technology. Our mission is to provide premium factual entertainment that informs, enchants and inspires. We are seeking to meet demand for high-quality factual entertainment via ~~SVoD~~SVOD platforms, as well as via bundled content licenses for ~~SVoD~~SVOD and linear offerings, content licensing, brand sponsorship and advertising, talks and courses and partner bulk ~~sales, brand partnerships and content~~ sales. ~~We are well-positioned for growth as a digital-native video platform monetizing content across this broad revenue stack.~~

We operate our business as a single operating segment that provides premium streaming content through multiple channels, including the use of various applications, partnerships and affiliate relationships. We generate our revenue through ~~six~~five products and services: Direct ~~to Consumer Business, Partner Direct~~ Business, Bundled Distribution, ~~Program Sales, Corporate & Association Partnerships~~Content Licensing, Enterprise and Other. The table below shows our revenue generated through each of the foregoing products and services for the three months ended March 31, ~~2022~~2023 and ~~March 31, 2021:~~2022:

~~Our~~CuriosityStream’s award-winning ~~video~~ content library features ~~thousands of nonfiction episodes, including~~ more than ~~1,000 original, commissioned or co-produced documentaries,~~15,000 programs that explore topics ranging from space engineering to ancient history to the rise of ~~short-form, mid-form~~Wall Street. Our extensive catalog of originally produced and owned content includes more than 9,500 short-, mid- and long-form ~~duration.~~video and audio titles, including One Day University and Learn 25 recorded lectures that are led by some of the most acclaimed college and university professors in the world. Our ~~content, approximately one-third~~library also features a rotating catalog of more than 5,500 internationally licensed videos and audio programs. Every month, we launch dozens of new video titles, which are available on-demand in high- or ultra-high definition. Through new and long-standing international partnerships, we have localized a large portion of our video library in ten different languages.

Our Direct Business revenue is ~~originally produced with the remaining two-thirds consisting of licensed programming, is available directly~~derived from consumers subscribing through our O&O Service, App Services, and ~~App Services.~~ Partner Direct relationships. Our O&O Direct-to-Consumer service is available in more than 175 countries to any household with a broadband connection. Currently, most legacy subscribers pay $2.99 per month or $19.99 per year for our standard CuriosityStream service. As of March 27, 2023, we increased our standard pricing for new subscribers to this service to $4.99 per month or $39.99 per year. We also provide a Smart Bundle service for $9.99 per month or $69.99 per year. Our Smart Bundle membership includes everything in our standard service, plus subscriptions to third-party platforms Tastemade, Topic, SommTV, DaVinci Kids, our equity investee Nebula, and our One Day University stand-alone service.

Our App Services enable access to CuriosityStream on almost every major consumer device, including streaming media players like Roku, Apple TV and Amazon Fire TV, ~~all~~ major smart TV brands (e.g., LG, Vizio, ~~Samsung, Sony)~~Samsung) and gaming consoles like Xbox. Our Direct Service is available to any household in the world with a broadband connection for $2.99 per month or $19.99 per year. We also provide a premium service for $9.99 per month or $69.99 per year.

consoles. The MVPD, vMVPD and digital distributor partners making up our Partner Direct Business pay us a license fee for sales to individuals who subscribe to CuriosityStream via the partners’ respective platforms. We have affiliate agreement relationships with, and our service is available directly from, major MVPDs that include Comcast, Cox, Dish and vMVPDs and digital distributors that include Amazon Prime Video Channels, Apple Channel, Roku ~~Channels,~~Channel, Sling TV and YouTube TV.

In addition to our Direct ~~to Consumer~~ Business ~~and Partner Direct Business, we have~~described above, our Bundled Distribution business includes affiliate relationships with our Bundled MVPD Partners and ~~MVPDs,~~vMVPDs, which are broadband and wireless companies in the U.S. and international territories to whom we can offer a broad scope of rights, including 24/7 “linear” channels, our on-demand content library, mobile rights and pricing and packaging flexibility, in exchange for an annual fixed fee or fee per subscriber.

In our ~~Program Sales Business,~~Content Licensing business, we ~~sell~~license to certain media companies a collection of our existing titles in a traditional ~~program sales~~content licensing deal. We also sell selected rights (such as in territories or on platforms that are lower priority for us) to content we create before we even begin production. This latter model reduces risk in our content development decisions and creates ~~program sales~~content licensing revenue.

Our ~~Corporate & Association Partnerships~~Enterprise business is comprised primarily of selling subscriptions in bulk to companies and organizations that in turn offer these subscriptions to their employees and members as an employment benefit or “gift of curiosity.” ~~To date, over 27~~Revenues from our Enterprise business are included within Subscriptions – O&O Services in Note 5 to the accompanying unaudited consolidated financial statements.

Our Other business is primarily comprised of advertising and sponsorship revenue. We offer companies ~~have purchased annual subscriptions at bulk discounts for their employees.~~the opportunity to be associated with CuriosityStream content in a variety of forms, including short- and long-form program integration, branded social media promotional videos, advertising spots in our video and audio programs that are made available on our linear programming channels or in front of the paywall, and digital display ads.

In the future, we ~~also~~ hope to continue developing integrated digital brand partnerships with advertisers. These sponsorship campaigns offer companies the chance to be associated with CuriosityStream content in ~~a variety of~~the forms ~~including short and long form program integration, branded social media promotional videos, broadcast advertising spots, and digital display ads.~~described above. We believe the impressions accumulated in these multi-faceted campaigns would roll up to verifiable metrics for the clients. ~~We executed one such advertising agreement in 2021 with Nebula.~~

Key Factors Affecting Results of Operations

Our future operating results and cash flows are dependent upon a number of opportunities, challenges, and other factors, including our ability to efficiently grow our subscriber base, increase our prices, and expand our service offerings to maximize subscriber lifetime value. In particular, we believe that the following factors significantly affected our results of operations over the last fiscal quarter and are expected to continue to have such significant effects:

Revenues

~~Revenues~~

Currently, the main sources of our revenue are (i) subscriber ~~fees from the Direct to Consumer Business~~ and ~~Direct Subscribers, (ii)~~ license fees earned from ~~affiliates who receive subscriber fees for CuriosityStream from such affiliates’ subscribers~~our Direct Business (“~~Partner~~ Direct Business” ~~and “Partner Direct Subscribers”~~), ~~(iii)~~(ii) bundled license fees from distribution affiliates (“Bundled ~~MVPD Business” and “Bundled MVPD Subscribers”~~Distribution”), ~~and (iv)~~(iii) license fees from ~~program sales arrangements. As of March 31, 2022, we had approximately 24 million total paying subscribers,~~content licensing arrangements (“Content Licensing”), (iv) subscriber fees from our Enterprise business (“Enterprise”), and (v) Other revenue, including ~~Direct Subscribers, Partner Direct Subscribers~~advertising and ~~Bundled MVPD Subscribers.~~sponsorships (“Other”).

Since ~~our founding~~the Company was founded in 2015, we have generated the majority of our revenues from ~~Direct Subscribers~~consumers directly accessing our content in the form of monthly or annual subscription plans. ~~We charge~~Currently, most legacy subscribers pay $2.99 per month or $19.99 per year for our standard ~~Direct Service,~~CuriosityStream service. As of March 27, 2023, we increased our standard pricing for new subscribers to this service to $4.99 per month or $39.99 per year. We also provide a Smart Bundle service for $9.99 per month or $69.99 per ~~year~~year. Currently, our Smart Bundle pricing and pricing for ~~our premium Direct Service. We~~most legacy subscribers remain unchanged. However, we may in the future increase the price of ~~our~~these existing subscription plans, which may have a positive effect on our revenue from this line of our business. The MVPD, vMVPD and digital distributor partners making up our Partner Direct Business pay us a license fee. We recognize subscription revenues ratably during each subscriber’s monthly or yearly subscription period. We pay a fixed percentage distribution fee to our partners for subscribers accessing our platform via App Services to compensate these partners for access to their customer and subscriber bases. ~~Our~~The MVPD, vMVPD and digital distributor partners making up our Partner Direct Business pay us a license fee, and host and stream our content to their customers via their own platforms, such as set top boxes in the case of most MVPDs. We do not incur billing, streaming or backend costs associated with content distribution through our MVPD, vMVPD and digital distributor partners.

Operating Costs

Our primary operating costs relate to the cost of producing and acquiring our content, the costs of advertising and marketing our service, personnel costs, and distribution fees. ~~As of March 31, 2022, licensed content represented 3,322 titles and original titles represented 1,100 titles.~~ Producing and co-producing content and commissioned content is generally more costly than acquiring content ~~acquired~~ through licenses.

The Company’s primary business model is subscription based as opposed to a model generating revenues at a specific title level. Content assets (licensed and produced) are predominantly monetized as a group and therefore are reviewed in aggregate at a group level when an event or change in circumstances indicates a change in the expected usefulness of the content or that the fair value may be less than unamortized cost. If such changes are identified, the aggregated content library will be stated at the lower of unamortized cost or fair value. In addition, unamortized costs for assets that have been, or are expected to be, abandoned are written off. For a discussion of the accounting policies for content impairment write-down and management estimates involved therein, see “— Critical Accounting Policies and Estimates” below.

Further, our advertising and marketing expenditures and personnel costs constitute primary operating costs for our business. These costs may fluctuate based on advertising and marketing objectives and personnel needs. In general, we ~~have been and~~ intend ~~to continue~~ to focus marketing dollars on efficient customer acquisition. With respect to personnel costs, we focus on revenue-generating personnel, such as sales staff and roles that support the improvement, maintenance and marketing of our Direct Service.

Results of Operations

The Company operates as one reporting segment. The financial data in the following table sets forth selected financial information derived from our unaudited consolidated financial statements for the three months ended March 31, ~~2022~~2023 and March 31, ~~2021~~2022 and shows our results of operations as a percentage of revenue or as a percentage of costs, as applicable, for the periods indicated. ~~We conduct business through one operating segment, CuriosityStream.~~

Three months ended March 31,
2022 2021 $ Change % Change
(unaudited)
(in thousands)

Revenues
Subscriptions $ 8,355 47 % $ 4,877 49 % $ 3,478 71 %
License fee 9,158 52 % 4,989 50 % 4,169 84 %
Other 114 1 % 70 1 % 44 63 %
Total Revenues $ 17,627 100 % $ 9,936 100 % $ 7,691 77 %
Operating expenses
Cost of revenues 11,850 32 % 4,158 17 % 7,692 185 %
Advertising and marketing 14,768 40 % 12,248 48 % 2,520 21 %
General and administrative 10,503 28 % 8,733 35 % 1,770 20 %
Total operating expenses $ 37,121 100 % $ 25,139 100 % $ 11,982 48 %
Operating loss (19,494 ) (15,203 ) (4,291 ) 28 %
Other income (expense)
Change in fair value of warrant liability 3,860 (3,786 ) 7,646 (202 %)
Interest and other (expense) income (57 ) 260 (317 ) (122 %)
Equity interests loss (156 ) - (156 ) n/m
Loss before income taxes $ (15,847 ) $ (18,729 ) $ 2,882 (15 %)
Provision for income taxes 45 26 19 73 %
Net loss $ (15,892 ) $ (18,755 ) $ 2,863 (15 %)


	Three months ended March 31,
	2023					2022					$ Change			% Change

	(unaudited)
	(in thousands)
Revenues
Subscriptions	$	7,520		61	%	$	8,355		47	%	$	(835	)		(10	%)
License fees		4,593		37	%		9,158		52	%		(4,565	)		(50	%)
Other		274		2	%		114		1	%		160			140	%

Total Revenues	$	12,387		100	%	$	17,627		100	%	$	(5,240	)		(30	%)
Operating expenses
Cost of revenues		9,001		45	%		11,850		32	%		(2,849	)		(24	%)
Advertising and marketing		3,115		15	%		14,768		40	%		(11,653	)		(79	%)
General and administrative		8,059		40	%		10,503		28	%		(2,444	)		(23	%)

Total operating expenses	$	20,175		100	%	$	37,121		100	%	$	(16,946	)		(46	%)

Operating loss		(7,788	)				(19,494	)				11,706			(60	%)
Other income (expense)
Change in fair value of warrant liability		(74	)				3,860					(3,934	)		n/m
Interest and other income (expense)		388					(57	)				445			n/m
Equity method investment loss		(219	)				(156	)				(63	)		40	%

Loss before income taxes	$	(7,693	)			$	(15,847	)			$	8,154			(51	%)

Provision for income taxes		58					45					13			29	%

Net loss	$	(7,751	)			$	(15,892	)			$	8,141			(51	%)

n/m - percentage not meaningful

Revenue

~~Revenue~~

Revenue for the three months ended March 31, 2023, and 2022 ~~and March 31, 2021~~ was ~~$17.6~~$12.4 million and ~~$9.9~~$17.6 million, respectively. The ~~increase~~decrease of ~~$7.7~~$5.2 million, or ~~77%~~30%, is primarily due to ~~a $3.5~~decreases of $4.6 million ~~increase~~ in ~~subscription~~License Fees revenue and ~~a $4.2~~$0.8 million ~~increase~~ in ~~license fee~~Subscriptions revenue.

The ~~increase~~decrease in ~~subscription~~Subscriptions revenue resulted primarily from corporate subscriptions related to certain bulk agreements that ended in the third quarter of 2022.

The decrease in License Fees revenue of ~~$3.5~~$4.5 million resulted primarily from a ~~$2.4~~$2.2 million ~~increase~~decrease in subscriber fees received from Direct Subscribers for annual plans which resulted from increased brand awareness from greater advertising and marketing spending and a $1.1 million increase in corporate subscriptions related to the bulk agreement with Redbox executed in the last quarter of 2021. The increase in license fees of $4.2 million resulted primarily from a $3.8 million increase in license fees related to a larger volume of program salescontent licensing arrangements and a ~~$0.4~~decrease of $2.3 million ~~increase~~ in bundled distribution ~~due~~agreements, compared to ~~new agreements launched in~~ the ~~second half of 2021.~~three months ended March 31, 2022.

Operating Expenses

Operating expenses for the three months ended March 31, 2023, and 2022 were $20.2 million and ~~2021 were~~ $37.1 million, ~~and $25.1 million,~~ respectively. ~~This increase~~The decrease of ~~$12.0~~$17.0 million, or ~~48%~~46%, primarily resulted from the following:

Cost of ~~Revenues:~~ Revenues: Cost of revenues for the three months ended March 31, ~~2022 increased~~2023, decreased to ~~$11.9~~$9.0 million from ~~$4.2~~$11.8 million for the three months ended March 31, ~~2021.~~2022. Cost of revenues primarily includes content amortization, hosting and streaming delivery costs, payment processing costs and distribution fees, commission costs and subtitling and broadcast costs. ~~This increase~~The decrease of ~~$7.7~~$2.8 million, or ~~185%~~24%, is primarily due to the ~~increase~~decrease in content amortization of ~~$6.3~~$3.2 million, which is primarily driven by the ~~increase~~decrease in ~~program sales arrangements resulting in significant~~ accelerated amortization as well as an increase in the number and cost of titles published during the three months ended March 31, 2022 compared to the three months ended March 31, 2021. The balance of the increase in cost of revenues is primarily due to a $1.2 million increase in revenue share expense related to bundled and premier tieron certain content licensing arrangements, ~~with other streaming services and~~partially offset by an increase of ~~$0.2~~$0.4 million in ~~subtitling~~foreign language translation and ~~broadcast costs.~~broadcasting fees.

Advertising & ~~Marketing:~~ Marketing: Advertising and marketing expenses for the three months ended March 31, ~~2022, increased~~2023, decreased to ~~$14.8~~$3.1 million from ~~$12.2~~$14.8 million for the three months ended March 31, ~~2021.~~2022. This ~~increase~~decrease of ~~$2.5~~$11.7 million, or ~~21%~~79%, is primarily due to ~~an increase in~~reduced digital ~~advertising~~marketing spending of ~~$1.4~~$4.2 million, ~~an increase in~~ radio advertising spending of ~~$3.6~~$4.1 million ~~partially offset by a decrease~~and television and social media advertising spending of ~~$1.6 million in TV advertising and a decrease of $0.9 million in partner platforms, brand awareness, and other advertising compared to the prior year period.~~$3.1 million.

General and ~~Administrative:~~Administrative: General and administrative expenses for the three months ended March 31, ~~2022 increased~~2023 decreased to ~~$10.5~~$8.1 million from ~~$8.7~~$10.5 million for the three months ended March 31, ~~2021.~~2022. This ~~increase~~decrease of ~~$1.8~~$2.4 million, or ~~20%~~23%, is primarily attributable to ~~$1.4~~a decrease of $1.1 million ~~for incremental~~in salaries and benefits expense, a decrease of $0.5 million in ~~addition to several~~stock based compensation, and a decrease of $0.8 million in various other changes that were not individually significant. We expect to incur additional expenses in future periods as we continue to invest in corporate infrastructure to support the Company’s activities, including adding personnel and systems to our administrative and revenue-generating functions.categories.

Operating Loss

Operating loss for the three months ended March 31, 2023 and 2022 ~~and March 31, 2021~~ was ~~$19.5~~$7.8 million and ~~$15.2~~$19.5 million, respectively. The ~~increase~~decrease in our operating loss of ~~$4.3~~$11.7 million, or ~~28%~~60%, ~~in operating loss~~ resulted from the ~~increase~~decrease in operating expenses of ~~$12.0~~$16.9 million, or ~~48%~~46%, partially offset by ~~an increase~~the decrease in revenue of ~~$7.7~~$5.2 million, or ~~77%~~30%,in each case during the three months ended March 31, ~~2022~~2023, compared to the three months ended March 31, ~~2021,~~2022, as described above.

Change in Fair Value of Warrant Liability

For the three months ended March 31, ~~2022,~~2023, the Company recognized a ~~$3.9~~$0.1 million ~~gain~~loss related to the change in fair value of the warrant liability ~~which was due to a decrease in the fair value of the Private Placement Warrants for the quarter, compared to a loss of $3.8 million recognized during the three months ended March 31, 2021, which was~~ due to an increase in the fair value of the Private Placement Warrants, compared to a gain of $3.9 million recognized during the three months ended March 31, 2022 due to a decrease in the ~~prior period.~~fair value of the Private Placement Warrants.

Interest and ~~other income (expense)~~Other Income (Expense)

Interest and other income (expense) for the three months ended March 31, ~~2022~~2023 was a$0.4 million income compared to $0.1 million expense ~~compared to $0.3 million in income~~ for the three months ended March 31, ~~2021,~~2022. The increase is primarily ~~due~~related to ~~amortization of the Company’s investment account with no comparable amount~~an increase in interest income during the ~~three months ended March 31, 2021.~~current period.

Equity ~~Interests~~Method Investment Loss

For the three months ended March 31, 2023 and 2022, the Company recorded $0.2 million equity ~~interests~~method investment loss related to ~~the equity~~its investments in ~~the~~ Spiegel Venture and ~~Nebula with no comparable income or loss in the three months ended March 31, 2021.~~Nebula.

Provision for Income Taxes

~~Due to generating~~We had a ~~loss before~~provision for income taxes of $0.1 million in each of the three months ended March 31, ~~2022~~2023 and March 31, 2021, we had a provision for income taxes of $45 thousand and $26 thousand, respectively. This increase of $19 thousand, or 73%, was primarily due to an increase in foreign withholding tax expense due to an increase in contracts executed with parties in foreign jurisdictions.2022. The Company’s provision for income taxes differs from the federal statutory rate primarily due to the Company being in a full valuation allowance position and not recognizing a benefit for either federal or state income tax purposes.

Net Loss

Net loss for the three months ended March 31, 2023 and 2022 ~~and March 31, 2021~~ was ~~$15.9~~$7.7 million and ~~$18.8~~$15.9 million, respectively. The decrease ofin our net loss of ~~$2.9~~$8.2 million, or ~~15%~~51%, is primarily due to the decrease in operating expenses of $16.9 million and an increase in interest and other income (expense) of $0.4 million, partially offset by a decrease in revenue of $5.2 million and change in the fair value of ~~the~~ warrant liability ~~that resulted in a gain~~ of $3.9 million for the three months ended March 31, 2022 compared to a loss of $3.7 million for the three months ended March 31, 2021 and the increase in revenue, partially offset by higher operating expenses and equity interest loss.million.

Liquidity and Capital Resources

As of March 31, ~~2022,~~2023, we had cash and cash equivalents, including restricted cash, of ~~$24.9~~$49.2 million. In addition, the Company had available for sale investments in debt securities totaling $60.0 million, all of which were classified as short-term investments. All of the Company’s investments in debt securities can be readily converted to cash to meet the Company’s ongoing operating cash flow needs. For the three months ended March 31, ~~2022,~~2023, we incurred a net loss of ~~$15.9~~$7.7 million and used ~~$12.3~~$6.3 million of net cash in operating activities, used ~~$19.8~~$0.1 million of net cash in financing activities, while investing activities ~~while financing activities used $0.1~~provided $15.0 million of net cash.

We believe that our current cash levels, ~~and~~including investments in ~~debt securities~~money market funds that are readily convertible to cash, will be adequate to support our ongoing operations, ~~capital~~content expenditures, ~~and~~ working capital requirements and, if required, additional capital contributions to equity method investees, for at least the next twelve months. We believe that we have access to additional funds in the short-term and the long-term, if needed, through the capital markets to obtain further financing.

Our principal uses of cash are to acquire content, promote our service through advertising and marketing, and provide for working capital to operate our business. We have experienced significant net losses since our inception, and, given the significant operating and capital expenditures associated with our business plan, we anticipate that we will continue to incur net losses.

Cash Flows

The following table presents our cash flows from operating, investing and financing activities for the three months ended March 31, ~~2022~~2023 and ~~March 31, 2021:~~2022:

Three months ended
March 31,
2022 2021
(in thousands)

Net cash used in operating activities $ (12,287 ) $ (12,590 )
Net cash provided by (used in) investing activities 19,773 (135,653 )
Net cash (used in) provided by financing activities (137 ) 148,879
Net increase in cash, cash equivalents and restricted cash $ 7,349 $ 636


	Three months ended March 31,
	2023			2022

	(in thousands)
Net cash used in operating activities	$	(6,308	)	$	(12,287	)
Net cash provided by investing activities		14,995			19,773
Net cash used in financing activities		(26	)		(137	)

Net increase in cash, cash equivalents and restricted cash	$	8,661		$	7,349

Cash ~~Flow~~Flows from Operating Activities

Cash ~~flow~~flows from operating activities primarily consists of net losses, changes to our content assets (including ~~acquisitions~~additions and amortization), and other working capital items.

During the three months ended March 31, ~~2022~~2023, and ~~March 31, 2021,~~2022, we recorded a net cash outflow from operating activities of ~~$12.3~~$6.3 million and ~~$12.6~~$12.3 million, respectively, or a decreased outflow of ~~$0.3~~$6.0 million, or 2%49%.

The ~~decreased~~net cash outflow ~~from~~used by operating activities ~~was primarily due to a change in fair value of warrant liability of $7.7 million (from a loss of $3.8 million during~~for the three months ended March 31, ~~2021~~2023, was primarily due to ~~a gain~~our $7.7 million net loss and $1.4 million of ~~$3.9~~net cash used in changes in operating assets and liabilities, partially offset by $2.8 million ~~during the three months ended March 31, 2022), an increase in the investment~~addback of non-cash expenses net of content additions. The most significant components of non-cash expenses include amortization of content assets of ~~$5.4~~$5.9 million ~~an increase in~~and stock-based compensation expense of $1.3 million, substantially offset by additions to content assets of $3.7 million and the change in content liabilities of ~~$7.1 million,~~$1.2 million. The components of changes in operating assets and liabilities were primarily attributed to a decrease in the change of deferred revenue of $1.9 million. These outflows are partially offset by an increase in the change in accounts receivable of $9.7 million due to larger collections in the current year period than in the prior year period, an increase in amortization of content assets of $6.3 million, an increase in the change in accrued expenses and other liabilities of $4.5 million and in deferred revenue of $0.4 million, partially offset by an increase in accounts payable of $1.4 million, a decrease in accounts receivable of $1.1 million and a decrease in other assets of $0.9 million.

The net ~~loss of $2.3 million during~~cash outflow used by operating activities for the three months ended March 31, 2022, ~~compared~~was primarily due to our $15.9 million net loss, and $12.3 million of non-cash expenses net of content additions, partially offset by $15.9 million in cash provided by changes in operating assets and liabilities. The most significant components of non-cash expenses include content additions of $14.5 million, changes in content liabilities of $5.7 million and changes in the ~~three months ended March 31, 2021.~~fair value of the warrant liability of $3.9 million, partially offset by amortization of content assets of $9.0 million and stock-based compensation expense of $1.8 million. The components of changes in operating assets and liabilities were primarily attributed to a decrease in accounts receivable of $10.1 million, a decrease in other assets of $2.2 million, an increase in accounts payable of $5.0 million and an increase in deferred revenue of $2.3 million, which were partially offset by a decrease in accrued expenses and other liabilities of $3.7 million.

Cash ~~Flow Provided by (Used in)~~Flows from Investing Activities

Cash flow from investing activities consists of purchases, sales and maturities of investments, ~~as well as~~business acquisitions and equity investments and purchases of property and equipment.

During the three months ended March 31, ~~2022~~2023, and ~~March 31, 2021,~~2022, we recorded a net cash inflow from investing activities of ~~$19.8~~$15.0 million and ~~a net cash outflow from investing activities of $135.6~~$19.8 million, respectively, or a decrease of cash ~~outflow~~inflow of ~~$155.4~~$4.8 million, or ~~114%~~24%.

The ~~decrease in~~net cash ~~outflow from~~inflow provided by investing activities for the three months ended March 31, 2023, was primarily due to ~~the decrease on purchases of available for sale investments of $140.1 million and a net increase in sales and~~ maturities of ~~$16.6~~investments in debt securities of $15.0 million.

The ~~Company also had~~net cash ~~outflows of $0.8 million related to quarterly contributions to the Nebula equity method investment during~~inflow provided by investing activities for the three months ended March 31, 2022, ~~with no comparable activity during~~was primarily due to the ~~three months ended March 31, 2021.~~sale and maturities of investments in debt securities of $22.1 million, partially offset by purchases of investments in debt securities of $1.5 million and investments in Nebula of $0.8 million.

Cash ~~Flow Provided by (Used in)~~Flows from Financing Activities

During the three months ended March 31, ~~2022~~2023 and ~~March 31, 2021,~~2022, we recorded net cash outflow from financing activities of $0.1 million, ~~and a net cash inflow from financing activities~~which is attributable to payments of ~~$148.9 million, respectively. The net cash inflow~~withholding taxes during the three months ended March 31, 2021 of $148.9 million was attributable to the receipt of proceeds from the issuance of common stock of $94.1 million (net of $6.8 million of underwriting discounts and commissions), the exercise of 4.8 million Public Warrants of $54.9 million, and the exercise of stock options of $0.3 million, partially offset by the payments of transaction costs related to the issuance of common stock of $0.4 million. There was no comparable activity during the three months ended March 31, 2022.respective periods.

Capital Expenditures

Going forward, we expect to ~~make~~continue making expenditures for additions to our content assets and purchases of property and ~~equipment.~~equipment, although at a slower rate than in previous periods. The amount, timing and allocation of capital expenditures are largely discretionary and within management’s control. Depending on market conditions, we may choose to defer a portion of our budgeted expenditures until later periods to achieve the desired balance between sources and uses of liquidity and prioritize capital projects that we believe have the highest expected returns and potential to generate cash flow. Subject to financing alternatives, we may also increase our capital expenditures significantly to take advantage of opportunities we consider to be attractive.

Off Balance Sheet Arrangements

As of March 31, ~~2022,~~2023, we had no off-balance sheet arrangements.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operation is based upon our financial statements, which have been prepared in accordance with U.S. GAAP. Certain amounts included in or affecting the financial statements presented in this ~~Annual~~Quarterly Report on Form 10-Q and related ~~disclosure~~disclosures must be estimated, requiring management to make assumptions with respect to values or conditions which cannot be known with certainty at the time the financial statements are prepared. Management believes that the accounting policies set forth below comprise the most important “critical accounting policies” for the Company. A critical accounting policy is one which is both important to the portrayal of a company’s financial condition and results of operations and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Management evaluates such policies on an ongoing basis, based upon historical results and experience, consultation with experts and other methods that management considers reasonable in the particular circumstances under which the judgments and estimates are made, as well as management’s forecasts as to the manner in which such circumstances may change in the future.

Content Assets

The Company acquires, licenses and produces content, including original programming, in order to offer customers unlimited viewing of factual entertainment content. The content licenses are for a fixed fee and specific windows of availability. Payments for content, including additions to content assets and the changes in related liabilities, are classified within “Net cash used in operating activities” on the unaudited consolidated statements of cash flows.

The Company recognizes its content assets (licensed and produced) as “Content assets, net” on the unaudited consolidated balance sheets. For licenses, the Company capitalizes the fee per title and records a corresponding liability at the gross amount of the liability when the license period begins, the cost of the title is known, and the title is accepted and available for streaming. For productions, the Company capitalizes costs associated with the production, including development costs, direct costs, and production overhead.

Based on factors including historical and estimated viewing patterns, the Company previously amortized the content assets (licensed and produced) in “Cost of revenues” on the unaudited consolidated statements of operations on a straight-line basis over the shorter of each title’s contractual window of availability or estimated period of use, beginning with the month of first availability. Starting July 1, 2021, the Company amortizes content assets on an accelerated basis in the initial two months after a title is published on the Company’s platform, as the Company has observed and expects more upfront viewing of content, generally as a result of additional marketing efforts. Furthermore, the amortization of original content is more accelerated than that of licensed content. We review factors that impact the amortization of the content assets on a regular basis and the estimates related to these factors require considerable management judgment. The Company continues to review factors impacting the amortization of content assets on an ongoing basis and will also record amortization on an accelerated basis when there is more upfront use of a title, for instance due to significant ~~program sales.~~content licensing.

The Company’s business model is generally subscription based as opposed to a model generating revenues at a specific title level. Content assets (licensed and produced) are predominantly monetized as a group and therefore are reviewed in aggregate at a group level when an event or change in circumstances indicates a change in the expected usefulness of the content or that the fair value may be less than unamortized cost. If such changes are identified, the aggregated content assets will be stated at the lower of unamortized cost or fair value. In addition, unamortized costs for assets that have been, or are expected to be, abandoned are written off.

As a result of a sustained decrease in the Company’s share price during the three months ended March 31, 2022, we concluded that a triggering event had occurred and conducted impairment testing of our content assets. As a result of this review, we determined no impairment charges were necessary. Refer to the “Goodwill and intangible assets” section below for further details with respect to the impairment testing performed by the Company over its goodwill, definite-lived intangibles and other long-lived assets (including content assets) as of March 31, 2022.

~~Goodwill and intangible assets~~

Goodwill represents the excess of the cost of acquisitions over the amount assigned to tangible and identifiable intangible assets acquired less liabilities assumed. At least annually, in the fourth quarter of each fiscal year or more frequently if indicators of impairment exist, management performs a review to determine if the carrying value of goodwill is impaired. The identification and measurement of goodwill impairment involves the estimation of fair value at the Company’s reporting unit level, which is the same or one level below the operating segment level. The Company determined that it has one reporting unit.

The Company performs an initial assessment of qualitative factors to determine whether the existence of events and circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of relevant events and circumstances, the Company determines that it is more likely than not that the fair value of the reporting unit exceeds its carrying value and there is no indication of impairment, no further testing is performed; however, if the Company concludes otherwise, an impairment test must be performed by estimating the fair value of the reporting unit and comparing it with its carrying value, including goodwill.

Intangible assets other than goodwill are carried at cost and amortized over their estimated useful lives. Amortization is recorded within General and administrative expenses on the consolidated statements of operations. The Company reviews identifiable finite-lived intangible assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset and its ultimate disposition. Measurement of any impairment loss is based on the amount by which the carrying value of the asset exceeds its fair value.

As a result of a sustained decrease in the Company’s share price during the three months ended March 31, 2022, we concluded that a triggering event had occurred and conducted impairment testing of our goodwill and intangible assets. We determined that for purposes of this recoverability test, the lowest level of identifiable cash flows that are largely independent of other asset groups is at the entity level and as a result, we conducted the recoverability test at the entity level.

To determine the fair value of our identified entity level asset group, we used a weighting of fair values derived from the income approach and the market approach. Under the income approach, we project our future cash flows and discount these cash flows to reflect their relative risk. The cash flows used are consistent with those the Company uses in its internal planning, which reflects actual business trends experienced and our long-term business strategy. As such, key estimates and factors used in this method include, but are not limited to, revenue, margin, and operating expense growth rates, as well as a discount rate, and a terminal growth rate. Under the market approach, we use the guideline company and guideline transaction methods to develop valuation multiples and compare our company to similar publicly traded companies.

In order to further validate the reasonableness of fair value as determined by the income and market approaches described above, a reconciliation to market capitalization is then performed by estimating a reasonable control premium and other market factors. Future changes in the judgments, assumptions and estimates that are used in the impairment testing for our asset group could result in significantly different estimates of fair value.

As a result of this review, we determined our asset group passed the recoverability test as the carrying value of our asset group exceeded our carrying value by approximately 10% and as a result, no impairment charges were necessary. Overall, in the event there are future adverse changes in our projected cash flows and/or changes in key assumptions, including but not limited to an increase in our discount rate, lower market multiples, lower revenue growth, lower margin, higher operating expenses, and/or a lower terminal growth rate, we may be required to record a non-cash impairment charge to our goodwill and intangible assets as well as other long-lived assets (including our content assets). Such a non-cash charge would likely have a material adverse effect on our consolidated statement of operations and balance sheet in the reporting period of the charge. While management believes the assumptions used in our impairment test are reasonable, the fair value estimate is most sensitive to our discount rate and market multiple assumptions as these amounts are reflective of the market’s perception of our ability to achieve our projected cash flows.

In the period following March 31, 2022, there has been a further decline in the Company’s market capitalization, based upon the Company’s publicly quoted share price, below the Company’s carrying or book value. If this decline in our share price is sustained for the following reporting period, this would require further testing of our identified asset group, which may result in an impairment. Absent changes to our projected cash flows, we would adjust our discount rate and market multiple assumptions as these amounts are reflective of the market’s perception of risks to achieving our projected cash flows and other economic factors. Those factors alone, or in combination with other factors, could cause our asset group carrying value to exceed its fair value, resulting in impairment.

Revenue recognition

Subscriptions — O&O Service

The Company generates revenue from monthly subscription fees from its O&O Service. CuriosityStream subscribers enter into month-to-month or annual subscriptions with the Company. The Company bills the monthly subscriber on each subscriber’s monthly anniversary date and recognizes the revenue ratably over each monthly membership period. The annual subscription fees are collected by the Company at the start of the annual subscription period and are recognized ratably over the subsequent twelve-month period. Revenues are presented net of the taxes that are collected from subscribers and remitted to governmental authorities.

Subscriptions — App Services

The Company also earns subscription revenues through its App Services. These subscriptions are similar to the O&O Service subscriptions, but are generated based on agreements with certain streaming media players as well as with Smart TV brands and gaming consoles. Under these agreements, the streaming media player typically bills the subscriber directly and then remits the collected subscriptions to the Company, net of a distribution fee. The Company recognizes the gross subscription revenues when earned and simultaneously recognizes the corresponding distribution fees as an expense. The Company is the principal in these relationships as the Company retains control over service delivery to its subscribers.

License Fees — ~~Affiliates~~Partner Direct and Bundled Distribution

The Company generates license fee revenues from MVPDs such as ~~Altice,~~ Comcast and Cox as well as from vMVPDs such as Amazon and Sling TV (MVPDs and vMVPDs are also referred to as affiliates). Under the terms of the agreements with these affiliates, the Company receives license fees based upon contracted programming rates and subscriber levels reported by the affiliates. In exchange, the Company licenses its content to the affiliates for distribution to their subscribers. The Company earns revenue under these agreements either based on the total number of subscribers multiplied by rates specified in the agreements or based on fixed fee arrangements. These revenues are recognized over the term of each agreement when earned.

License Fees — ~~Program Sales~~Content Licensing

The Company has distribution agreements which grant a licensee limited distribution rights to the Company’s programs for varying terms, generally in exchange for a fixed license fee. Revenue is recognized once the content is made available for the licensee to use.

The Company’s performance obligations include (1) access to its ~~SVoD~~SVOD platform via the Company’s O&O Service and App Services, (2) access to the Company’s content assets, and (3) licenses of specific program titles. In contracts containing the right to access the Company ~~SVoD~~SVOD platform, the performance obligation is satisfied as access to the ~~SVoD~~SVOD platform is provided post any free trial period. In contracts which contain access to the Company’s content assets, the performance obligation is satisfied as access to the content is provided. For contracts with licenses of specific program titles, the performance obligation is satisfied as that content is made available for the customer to use.

Recently ~~Issued~~Adopted Financial Accounting Standards

The information set forth under Note 2 to the unaudited consolidated financial statements under the caption “Basis of presentation and summary of significant accounting policies” is incorporated herein by reference.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in our reports that we file or ~~submits~~submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are recorded, processed, summarized and reported within the specified time periods in the rules and forms of the SEC, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.

Our management, with the participation of the CEO and the CFO, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) promulgated under the Exchange Act) as of March 31, ~~2022.~~2023. Based on these evaluations, our CEO and the CFO concluded that our disclosure controls and procedures were effective as of March 31, ~~2022.~~2023.

Changes in Internal Control Over Financial Reporting

Our management is required to evaluate, with the participation of our CEO and our CFO, any changes in internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during each fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. There were no changes in our internal control over financial reporting during the quarter ended March 31, ~~2022~~2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, if determined adversely to us, we believe would individually or in the aggregate have a material adverse effect on our business, results of operations, financial condition or cash flows.

Factors that could cause our actual results to differ materially from those in this Quarterly Report on Form 10-Q are any of the risks described in our Annual Report on Form 10-K filed with the SEC on March 31, ~~2022.~~2023. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

~~Except as set forth below, there~~There have been no material changes from the risk factors previously disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 31, ~~2022.~~2023.

~~We may incur non-cash impairment charges for our content assets, goodwill and other intangible assets which would negatively impact our operating results.~~

We regularly review our long-lived assets, including our content assets, goodwill and other finite-lived intangible assets for impairment. Goodwill is subject to impairment review on an annual basis and whenever potential impairment indicators are present. Other long-lived assets, including our content assets, and finite-lived intangible assets are reviewed when there is an indication that an impairment may have occurred.

As of March 31, 2022, we had a content assets carrying value of $78.1 million. We perform an impairment test for our content assets at least annually or when we observe indicators of impairment, including, among other things, a sustained decrease in the share price of our Common Stock and market capitalization. As of March 31, 2022, we had a goodwill balance of $2.8 million. We test goodwill for impairment at least annually or more frequently if indicators of impairment exist and other finite-lived intangible assets whenever events or changes in circumstances indicate that the varying value of the assets may not be recoverable. Impairment may result from, among other indicators, a decline in the share price of the Company or market capitalization and negative industry or economic trends.

As a result of a sustained decrease in our share price during the three months ended March 31, 2022, we concluded that a triggering event had occurred and conducted impairment testing of our content assets, goodwill and finite-lived intangible assets. Accordingly, we performed interim quantitative impairment testing at March 31, 2022 for our content assets, goodwill and finite-lived intangible assets, however, we determined that an impairment did not occur during the three months ended March 31, 2022.

In the period following March 31, 2022, there has been a further decline in our share price and market capitalization. If this decline is sustained for the following reporting period, this would require further testing of our content assets, goodwill or other finite-lived intangible assets, which may result in an impairment. The impairment of all or part of our content assets, goodwill or other finite-lived intangible assets may have a material adverse effect on our business, financial condition or results of operations. The amount of impairment determined reduces the carrying value of the asset and is expensed in that period as a charge to our results of operations. It is possible that we may never realize the full value of our intangible assets.

The fair value determinations underlying the quantitative aspect of our impairment testing require considerable judgment and are sensitive to changes in underlying assumptions, estimates and market factors. Estimating the fair value of our reporting unit and intangible assets requires us to make assumptions and estimates regarding our future plans, as well as industry, economic and regulatory conditions. If current expectations are not met, or if market factors outside of our control change significantly, then our reporting unit or intangible assets might become impaired in the future, adversely affecting our operating results and financial position. The carrying amounts of our content assets, goodwill and finite-lived intangible assets are susceptible to impairment risk if there are unfavorable changes in such assumptions, estimates and market factors. To the extent that business conditions deteriorate or key assumptions and estimates differ significantly from our management’s expectations, it may be necessary to recognize an impairment charge in the future.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

In accordance with the requirements of the Exchange Act, the registrant caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.


Delaware		84-1797523
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001	CURI	NASDAQ
Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share	CURIW	NASDAQ


	Page
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets		1
~~Item 1. Financial~~ Consolidated Statements of Operations
~~Consolidated Balance Sheets~~2	1
~~Consolidated Statements of Operations~~	2
Consolidated Statements of Comprehensive Loss		3
Consolidated Statements of ~~Stockholder’s~~Stockholders’ Equity ~~(Deficit)~~		4
Consolidated Statements of Cash Flows		5
Notes to Unaudited Consolidated Financial Statements		6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk	26	25
Item 4. Controls and Procedures		25
Part II. Other Information
Item 1. Legal Proceedings		26
~~Part II. Other Information~~Item 1A. Risk Factors
~~Item 1. Legal Proceedings~~26	27
~~Item 1A. Risk Factors~~	27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	27	26
Item 3. Defaults Upon Senior Securities	27	26
Item 4. Mine Safety Disclosures		26
Item 5. Other Information		27
Item ~~5. Other Information~~6. Exhibits	28	27
~~Item 6. Exhibits~~	28
Part III. Signatures	29	28


	March 31,			December 31,
	2023			2022
	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	48,668		$	40,007
Restricted cash		500			500
Short-term investments in debt securities		—			14,986
Accounts receivable, net		9,699			10,899
Other current assets		2,189			3,118

Total current assets		61,056			69,510

Investments in equity method investees		10,547			10,766
Property and equipment, net		1,000			1,094
Content assets, net		66,373			68,502
Operating lease right-of-use assets		3,633			3,702
Other assets		493			539

Total assets	$	143,102		$	154,113

Liabilities and stockholders’ equity
Current liabilities
Content liabilities	$	1,656		$	2,862
Accounts payable		7,500			6,065
Accrued expenses and other liabilities		3,380			7,752
Deferred revenue		13,863			14,281

Total current liabilities		26,399			30,960

Warrant liability		331			257
Non-current operating lease liabilities		4,560			4,648
Other liabilities		655			622

Total liabilities		31,945			36,487
Stockholders’ equity
Common stock, $0.0001 par value – 125,000 shares authorized as of March 31, 2023 and December 31, 2022; 52,961 shares issued and outstanding as of March 31, 2023; 52,853 shares issued and outstanding as of December 31, 2022		5			5
Additional paid-in capital		360,002			358,760
Accumulated other comprehensive loss		—			(40	)
Accumulated deficit		(248,850	)		(241,099	)

Total stockholders’ equity		111,157			117,626

Total liabilities and stockholders’ equity	$	143,102		$	154,113

	March 31,			December 31,
	2022			2021
	(unaudited)
Assets

Current assets
Cash and cash equivalents	$	22,715		$	15,216
Restricted cash		2,181			2,331
Short-term investments in debt securities		60,011			65,833
Accounts receivable		13,441			23,493
Other current assets		4,190			6,413
Total current assets		102,538			113,286

Investments in debt securities		-			15,430
Investments in equity method investees		10,644			9,987
Property and equipment, net		1,254			1,342
Content assets, net		78,114			72,682
Intangibles, net		1,248			1,369
Goodwill		2,793			2,793
Operating lease right-of-use assets		3,900			-
Other assets		686			689
Total assets	$	201,177		$	217,578

Liabilities and stockholders’ equity (deficit)

Current liabilities
Content liabilities	$	4,012		$	9,684
Accounts payable		8,396			3,428
Accrued expenses and other liabilities		9,159			12,429
Deferred revenue		24,758			22,430
Total current liabilities		46,325			47,971

Warrant liability		1,801			5,661
Non-current operating lease liabilities		4,903			-
Other liabilities		687			2,011

Total liabilities		53,716			55,643

Stockholders’ equity (deficit)
Preferred stock, $0.0001 par value – 1,000 shares authorized as of March 31, 2022 and December 31, 2021; 0 shares issued and outstanding as of March 31, 2022 and December 31, 2021		-			-
Common stock, $0.0001 par value – 125,000 shares authorized as of March 31, 2022 and December 31, 2021; 52,767 shares issued and outstanding as of March 31, 2022; 52,677 issued and outstanding as of December 31, 2021		5			5
Additional paid-in capital		353,985			352,334
Accumulated other comprehensive loss		(455	)		(222	)
Accumulated deficit		(206,074	)		(190,182	)
Total stockholders’ equity (deficit)		147,461			161,935
Total liabilities and stockholders’ equity (deficit)	$	201,177		$	217,578


Large accelerated filer	☐	☐	Accelerated filer	☐
~~Non-accelerated filer~~	☒
Non-accelerated filer		☒	Smaller reporting company	☒

			Emerging growth company	☒


	For the three months ended March 31,
	2023			2022
Revenues	$	12,387		$	17,627
Operating expenses
Cost of revenues		9,001			11,850
Advertising and marketing		3,115			14,768
General and administrative		8,059			10,503

		20,175			37,121

Operating loss		(7,788	)		(19,494	)
Change in fair value of warrant liability		(74	)		3,860
Interest and other income (expense)		388			(57	)
Equity method investment loss		(219	)		(156	)

Loss before income taxes		(7,693	)		(15,847	)
Provision for income taxes		58			45

Net loss	$	(7,751	)	$	(15,892	)

Net loss per share
Basic	$	(0.15	)	$	(0.30	)
Diluted	$	(0.15	)	$	(0.30	)
Weighted average number of common shares outstanding
Basic		52,950			52,750
Diluted		52,950			52,750


											Accumulated						Total Stockholders’ Equity
	Common Stock				Preferred Stock				Additional Paid-in		Other Comprehensive			Accumulated
	Shares		Amount		Shares		Amount		Capital		Income (Loss)			Deficit
Balance as of December 31, 2021		52,677	$	5		—	$	—	$	352,334	$	(222	)	$	(190,182	)	$	161,935
Net loss		—		—		—		—		—		—			(15,892	)		(15,892	)
Stock-based compensation, net		90		—		—		—		1,651		—			—			1,651
Other comprehensive loss		—		—		—		—		—		(233	)		—			(233	)
Balance as of March 31, 2022		52,767	$	5		—	$	—	$	353,985	$	(455	)	$	(206,074	)	$	147,461

Balance as of December 31, 2022		52,853	$	5		—	$	—	$	358,760	$	(40	)	$	(241,099	)	$	117,626
Net loss		—		—		—		—		—		—			(7,751	)		(7,751	)
Stock-based compensation, net		108		—		—		—		1,242		—			—			1,242
Other comprehensive income		—		—		—		—		—		40			—			40

Balance as of March 31, 2023		52,961	$	5		—	$	—	$	360,002	$	—		$	(248,850	)	$	111,157


	For the three months ended March 31,
	2023			2022
Cash flows from operating activities
Net loss	$	(7,751	)	$	(15,892	)
Adjustments to reconcile net loss to net cash used in operating activities
Change in fair value of warrant liability		74			(3,860	)
Additions to content assets		(3,723	)		(14,470	)
Change in content liabilities		(1,206	)		(5,672	)
Amortization of content assets		5,852			9,038
Depreciation and amortization expenses		127			209
Amortization of premiums and accretion of discounts associated with investments in debt securities, net		26			411
Stock-based compensation		1,267			1,788
Equity method investment loss		219			156
Other non-cash items		121			120
Changes in operating assets and liabilities
Accounts receivable		1,200			10,052
Other assets		944			2,227
Accounts payable		1,440			4,990
Accrued expenses and other liabilities		(4,514	)		(3,677	)
Deferred revenue		(384	)		2,293

Net cash used in operating activities		(6,308	)		(12,287	)

Cash flows from investing activities
Purchases of property and equipment		(5	)		(22	)
Investment in equity method investees		—			(813	)
Sales of investments in debt securities		—			2,502
Maturities of investments in debt securities		15,000			19,603
Purchases of investments in debt securities		—			(1,497	)

Net cash provided by investing activities		14,995			19,773

Cash flows from financing activities
Payments related to tax withholding		(26	)		(137	)

Net cash used in financing activities		(26	)		(137	)

Net increase in cash, cash equivalents and restricted cash		8,661			7,349
Cash, cash equivalents and restricted cash, beginning of period		40,507			17,547

Cash, cash equivalents and restricted cash, end of period	$	49,168		$	24,896

Supplemental disclosure:
Cash paid for taxes	$	—		$	177
Cash paid for operating leases		134			131
Right-of-use assets obtained in exchange for new operating lease liabilities		—			3,965


��													Accumulated						Total
	Common Stock					Preferred Stock				Additional Paid-in			Other Comprehensive			Accumulated			Stockholders’ Equity
	Shares			Amount		Shares		Amount		Capital			Income (Loss)			Deficit			(Deficit)
Balance as of December 31, 2020		40,289		$	4		-	$	-	$	197,507		$	10		$	(152,547	)	$	44,974
Net loss		-			-		-		-		-			-			(18,755	)		(18,755	)
Stock-based compensation		-			-		-		-		2,323			-			-			2,323
Issuance of Common Stock		7,475			1		-		-		94,100			-			-			94,101
Common Stock issuance costs		-			-		-		-		(707	)		-			-			(707	)
Exercise of Options		72			-		-		-		322			-			-			322
Exercise of Warrants		4,733			-		-		-		54,422			-			-			54,422
Cancellation of escrow shares		(20	)		-		-		-		-			-			-			-
Other comprehensive loss		-			-		-		-		-			(454	)		-			(454	)
Balance as of March 31, 2021		52,549		$	5		-	$	-	$	347,967		$	(444	)	$	(171,302	)	$	176,226

Balance as of December 31, 2021		52,677		$	5		-	$	-	$	352,334		$	(222	)	$	(190,182	)	$	161,935
Net loss		-			-		-		-		-			-			(15,892	)		(15,892	)
Stock-based compensation, net		90			-		-		-		1,651			-			-			1,651
Other comprehensive loss		-			-		-		-		-			(233	)		-			(233	)
Balance as of March 31, 2022		52,767		$	5		-	$	-	$	353,985		$	(455	)	$	(206,074	)	$	147,461

	For the three months ended March 31,
	2022			2021
Cash flows from operating activities
Net loss	$	(15,892	)	$	(18,755	)
Adjustments to reconcile net loss to net cash used in operating activities
Change in fair value of warrant liability		(3,860	)		3,786
Additions to content assets		(14,470	)		(9,040	)
Change in content liabilities		(5,672	)		1,388
Amortization of content assets		9,038			2,746
Depreciation and amortization expenses		209			95
Amortization of premiums and accretion of discounts associated with investments in debt securities, net		411			166
Stock-based compensation		1,788			2,323
Equity interests loss		156			-
Other non-cash items		120			-
Changes in operating assets and liabilities
Accounts receivable		10,052			300
Other assets		2,227			(1,221	)
Accounts payable		4,990			2,177
Accrued expenses and other liabilities		(3,677	)		(775	)
Deferred revenue		2,293			4,220
Net cash used in operating activities		(12,287	)		(12,590	)

Cash flows from investing activities
Purchases of property and equipment		(22	)		-
Investment in equity method investees		(813	)		-
Sales of investments in debt securities		2,502			3,011
Maturities of investments in debt securities		19,603			2,980
Purchases of investments in debt securities		(1,497	)		(141,644	)
Net cash provided by (used in) investing activities		19,773			(135,653	)

Cash flows from financing activities
Exercise of stock options		-			293
Exercise of warrants		-			54,898
Payments related to tax withholding		(137	)		-
Proceeds from issuance of Common Stock		-			94,101
Payment of offering costs		-			(413	)
Net cash (used in) provided by financing activities		(137	)		148,879

Net increase in cash, cash equivalents and restricted cash		7,349			636
Cash, cash equivalents and restricted cash, beginning of period		17,547			17,384
Cash, cash equivalents and restricted cash, end of period	$	24,896		$	18,020

Supplemental disclosure:
Cash paid for taxes	$	177		$	2
Cash paid for operating leases	$	131		$	-
Right-of-use assets obtained in exchange for new operating lease liabilities ⁽¹⁾	$	3,965		$	-

	Spiegel Venture			Nebula			Total
	(in thousands)

Balance, December 31, 2021	$	3,089		$	6,898		$	9,987
Investments in equity method investees ⁽¹⁾		-			813			813
Equity interests loss		(133	)		(23	)		(156	)
Balance, March 31, 2022	$	2,956		$	7,688		$	10,644


	As of March 31, 2023								As of December 31, 2022
	Cash and Cash Equivalents		Short-term Investments		Investments (non-current)		Total		Cash and Cash Equivalents		Short-term Investments		Investments (non-current)		Total

	(in thousands)								(in thousands)
Level 1 Securities
Money market funds	$	47,272	$	—		—	$	47,272	$	17,724	$	—		—	$	17,724

Total Level 1 Securities	$	47,272		—		—	$	47,272	$	17,724		—		—	$	17,724

Level 2 Securities
Corporate debt securities		—		—		—		—		—	$	14,986		—	$	14,986

Total Level 2 Securities		—		—		—		—		—	$	14,986		—	$	14,986

Total	$	47,272		—		—	$	47,272	$	17,724	$	14,986		—	$	32,710

	As of March 31, 2022								As of December 31, 2021
	Cash and Cash Equivalents		Short-term Investments		Investments (non-current)		Total		Cash and Cash Equivalents		Short-term Investments		Investments (non-current)		Total
	(in thousands)								(in thousands)

Level 1 Securities
Money market funds	$	20,374	$	-	$	-	$	20,374	$	11,709	$	-	$	-	$	11,709
U.S. Government debt securities		-		12,461		-		12,461		-		13,582		-		13,582
Total Level 1 Securities		20,374		12,461		-		32,835		11,709		13,582		-		25,291

Level 2 Securities
Corporate debt securities		-		46,950		-		46,950		-		50,641		15,430		66,071
Municipal debt securities		-		600		-		600		-		1,610		-		1,610
Total Level 2 Securities		-		47,550		-		47,550		-		52,251		15,430		67,681
Total	$	20,374	$	60,011	$	-	$	80,385	$	11,709	$	65,833	$	15,430	$	92,972


	As of December 31, 2022
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value

	(in thousands)
Debt Securities:
Corporate	$	15,026		—	$	(40	)	$	14,986

Total	$	15,026		—	$	(40	)	$	14,986

	Remainder of year ending December 31,		For the years ending December 31,
	2022		2023		2024		2025		2026		Thereafter		Total
	(in thousands)
Remaining Performance Obligations	$	14,671	$	7,602	$	4,967	$	3,260	$	20	$	140	$	30,660


	Remainder of year ending December 31,		For the years ending December 31,
	2023		2024		2025		2026		2027		Thereafter		Total

	(in thousands)
Remaining Performance Obligations	$	5,695	$	4,156	$	2,096	$	193	$	31	$	195	$	12,366

	As of March 31, 2022
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(in thousands)

Debt Securities:
Corporate	$	47,368	$	-	$	(418	)	$	46,950
U.S. Government		12,498		-		(37	)		12,461
Municipalities		600		-		-			600

Total	$	60,466	$	-	$	(455	)	$	60,011


	As of
	March 31,		December 31,
	2023		2022

	(in thousands)
Licensed content, net
Released, less amortization	$	11,790	$	11,154
Prepaid and unreleased		3,086		4,014

		14,876		15,168
Produced content, net
Released, less amortization		32,332		33,094
In production		19,165		20,240

		51,497		53,334

Total	$	66,373	$	68,502


	Three Months Ended March 31,
	2023		2022

	(in thousands)
Licensed content	$	1,945	$	2,999
Produced content		3,907		6,039

Total	$	5,852	$	9,038


					As of March 31, 2023		As of December 31, 2022
	As of March 31, 2022		As of December 31, 2021
	(in thousands)				(in thousands)
Level 3
Private Placement Warrants	$	1,801	$	5,661	$	331	$	257

Total Level 3	$	1,801	$	5,661	$	331	$	257

	As of March 31, 2022			As of December 31, 2021
Exercise Price	$	11.50		$	11.50
Stock Price (CURI)	$	2.90		$	5.93
Expected volatility		67.00	%		58.00	%
Expected warrant term (years)		3.5			3.8
Risk-free interest rate		2.44	%		1.12	%
Dividend yield		0	%		0	%
Fair Value per Private Placement Warrant	$	0.49		$	1.54


	As of March 31, 2023			As of December 31, 2022

Exercise price	$	11.50		$	11.50
Stock price (CURI)	$	1.35		$	1.14
Expected volatility		79.00	%		77.00	%
Expected warrant term (years)		2.5			2.8
Risk-free interest rate		3.94	%		4.22	%
Dividend yield		0	%		0	%
Fair Value per Private Placement Warrant	$	0.09		$	0.07

	Three months ended March 31,
	2021			2020
	(in thousands, except per share data)

Numerator - Basic and Diluted EPS:
Net loss	$	(15,892	)	$	(18,755	)

Denominator - Basic and Diluted EPS:
Weighted–average shares		52,750			48,071

Net loss per share- Basic and Diluted	$	(0.30	)	$	(0.39	)


Antidilutive shares excluded:	March 31,
	2023		2022

	(in thousands)
Options		4,630		5,293
Restricted Stock Units		1,030		1,020
Warrants		6,730		6,730

Total		12,390		13,043

				Stock Options					Restricted Stock Units
	Number of Shares Available for Issuance Under the Plan			Number of Shares			Weighted- Average Exercise Price		Number of Shares			Weighted- Average Grant Date Fair Value
	(in thousands, except per share data)

Balance at December 31, 2021		1,821			4,747		$	7.61		850		$	11.41
Granted		(809	)		549			3.88		260			4.85
Options exercised and RSUs vested		27			-			-		(73	)		13.87
Forfeited or expired		21			(3	)		4.15		(17	)		12.40

Balance at March 31, 2022		1,060			5,293		$	7.23		1,020		$	9.54


Balance sheets:	March 31,		December 31,
	2023		2022

	(in thousands)
Accounts receivable	$	2,804	$	3,358
Accounts payable		788		404
Accrued expenses and other liabilities		14		—

	(in thousands)
Operating lease cost	$	121
Short-term lease cost		18
Variable lease cost		11
Total lease cost	$	150

Remaining nine months of 2022	$	399
2023		543
2024		557
2025		571
2026		585
Thereafter		3,946
Total Lease Payments	$	6,601
Less: imputed interest		(1,382	)
Present value of total lease liabilities	$	5,219


Remaining nine months of 2023	$	409
2024		557
2025		571
2026		585
2027		600
Thereafter		3,346

Total Lease Payments	$	6,068
Less: imputed interest		(1,165	)

Present value of total lease liabilities	$	4,903


				CURIOSITYSTREAM INC.

Date: May 11, 2023
~~Date: May 16, 2022~~	~~By:~~	~~/s/~~ ~~Clint Stinchcomb~~
	~~Name:~~By:		/s/ Clint Stinchcomb
	~~Title:~~			Name:		Clint Stinchcomb
				Title:		President and Chief Executive Officer
						(Principal Executive Officer)

Date: May 11, 2023				By:		/s/ Peter Westley
~~Date: May 16, 2022~~	~~By:~~	~~/s/~~ ~~Jason Eustace~~		Name:		Peter Westley
	~~Name:~~	~~Jason Eustace~~
	~~Title:~~		Title:		Chief Financial Officer and Treasurer
						((Principal Financial and Accounting Officer)