UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM10-Q

~~(Mark One)~~


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

For the quarterly period ended~~September 30, 2021~~

☐ ~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~March 31, 2022

~~For the transition period from~~ to

~~Commission file number:~~ ~~001-39877~~OR


☐	~~890 5th Avenue Partners, Inc.~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
~~(Exact name of registrant as specified in its charter)~~

For the Transition Period from to

Commission file number:001-39877

BuzzFeed, Inc.

(Exact Name of Registrant as Specified in Its Charter)



Delaware		85-3022075
(State or other jurisdiction of incorporation or organization)		~~(I.R.S. Employer Identification Number)~~

~~14 Elm Place, Suite 206~~

~~Rye~~, NY

~~10580~~(I.R.S. Employer Identification No.)

~~(Address of principal executive offices)~~111 East 18^th StreetNew York, New York

10003

(Address of principal executive offices)

(Zip Code)

(~~575~~) ~~914-6575~~

(646) 589-8592

~~(Registrant’s telephone number, including area code)~~

~~Not Applicable~~

(Registrant’s telephone number, including area code)

~~(Former name, former address and former fiscal year, if changed since last report)~~

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share	BZFD	The Nasdaq Stock Market LLC
~~Title of Each Class:~~	~~Trading Symbol(s)~~	~~Name of Each Exchange on Which Registered:~~
~~Shares of Class A Common Stock, par value $0.0001 per share~~	~~ENFA~~	~~The~~ ~~Nasdaq~~ ~~Stock Market LLC~~
Redeemable ~~Warrants,~~warrants, each whole warrant exercisable for one share of Class A Common Stock ~~for~~at an exercise price of $11.50 per share	~~ENFAW~~BZFDW	The Nasdaq Stock Market LLC
~~Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant~~	~~ENFAU~~	~~The~~ ~~Nasdaq~~ ~~Stock Market LLC~~

Indicate by check mark whether the ~~registrant~~registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	◻☐
Non-accelerated filer	⌧☒	Smaller reporting company	☒☐
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)~~. Yes~~ .Yes☒☐ No ☐

☒

As of ~~November 10, 2021, 29,527,500~~May 12, 2022, there were 116,688,959 shares of the registrant’s Class A common stock ~~par value $0.0001 per share, and 7,187,500~~outstanding, 12,293,614 shares of the registrant’s Class FB common stock ~~par value $0.0001 per share, were issued~~outstanding and ~~outstanding, respectively.~~

6,478,031 shares of the registrant’s Class C common stock outstanding.

Table of Contents

~~890 5TH AVENUE PARTNERS,~~BUZZFEED, INC.

~~Form 10-Q~~

~~Table of Contents~~TABLE OF CONTENTS


		Page
PART I ~~. FINANCIAL INFORMATION~~
FINANCIAL INFORMATION		5
Item 1.1	~~Condensed Consolidated~~ Financial Statements (unaudited)	1
		5
	Condensed Consolidated Balance Sheets ~~as of September 30, 2021 (Unaudited) and December 31, 2020~~	1

	~~Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2021~~	2

	~~Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2021~~	3

	~~Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2021~~	4

	~~Notes to Unaudited Condensed Consolidated Financial Statements~~	5
	Condensed Consolidated Statements of Operations	6
	Condensed Consolidated Statements of Comprehensive Income (Loss)	7
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit)	8
	Condensed Consolidated Statements of Cash Flows	9
	Notes to Condensed Consolidated Financial Statements	10
Item 2.2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
		29
Item 3.3	Quantitative and Qualitative Disclosures About Market Risk	30
		40
Item 4.4	Controls and Procedures	30
		41
PART II ~~. OTHER INFORMATION~~
OTHER INFORMATION		42
Item 1	Legal Proceedings	32
		42
Item 1A	Risk Factors	32
		42
Item 2.2	Unregistered Sales of Equity Securities and Use of Proceeds ~~from Registered Securities~~	33
		43
Item 3	Defaults Upon Senior Securities	3443
Item 4	Mine Safety Disclosures	44
Item 5	Other Information	44
Item 6	Exhibits	44

~~Item 4~~SIGNATURES		~~Mine Safety Disclosures~~	34

~~Item 5~~	~~Other Information~~	34

~~Item 6.~~	~~Exhibits~~	3545

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Quarterly Report on Form 10-Q may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which statements involve substantial risks and uncertainties. Our forward-looking statements include, but are not limited to, statements regarding our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “can,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Quarterly Report on Form 10-Q may include, for example, statements about:

●

anticipated trends, growth rates, and challenges in our business and in the markets in which we operate;

●

demand for products and services and changes in traffic;

●

changes in the business and competitive environment in which we operate;

●

developments and projections relating to our competitors and the digital media industry;

●

the impact of national and local economic and other conditions and developments in technology, each of which could influence the levels (rate and volume) of our advertising, the growth of our business and the implementation of our strategic initiatives;

●

poor quality broadband infrastructure in certain markets;

●

technological developments;

●

our success in retaining or recruiting, or changes required in, officers, key employees or directors;

●

our business, operations and financial performance, including expectations with respect to our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder and future business plans and growth opportunities;

●

our future capital requirements and sources and uses of cash, including our ability to obtain additional capital in the future;

●

expectations regarding future acquisitions, partnerships or other relationships with third parties;

●

government regulation, including revised foreign content and ownership regulations;

●

the impact of the COVID-19 pandemic on our business and the actions we may take in the future in response thereto;

●

our ability to maintain the listing of our Class A common stock and warrants on Nasdaq; and

●

other factors detailed under the section entitled “Risk Factors” herein and in our Annual Report on Form 10-K for the year ended December 31, 2021.

The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the section entitled “Risk Factors” herein and in our Annual Report on Form 10-K for the year ended December 31, 2021. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material

Table of Contents

respects from those projected in these forward-looking statements. There may be additional risks that we consider immaterial or which are unknown. It is not possible to predict or identify all such risks. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

This Quarterly Report on Form 10-Q contains estimates and information concerning our industry, our business, and the market for our products and services, including our general expectations of our market position, market growth forecasts, our market opportunity, and size of the markets in which we participate, that are based on industry publications, surveys, and reports that have been prepared by independent third parties. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. Although we have not independently verified the accuracy or completeness of the data contained in these industry publications, surveys, and reports, we believe the publications, surveys, and reports are generally reliable, although such information is inherently subject to uncertainties and imprecision. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors” herein and in our Annual Report on Form 10-K for the year ended December 31, 2021. These and other factors could cause results to differ materially from those expressed in these publications and reports.

Investors and others should note that we may announce material business and financial information to our investors using our investor relations website (https://investors.buzzfeed.com), U.S. Securities and Exchange Commission (“SEC”) filings, webcasts, press releases, and conference calls. We use these mediums to communicate with investors and the general public about our company, our products and services, and other issues. It is possible that the information that we make available may be deemed to be material information. We therefore encourage investors, the media, and others interested in our company to review the information that we post on our investor relations website.

Table of Contents

PART I.I: FINANCIAL INFORMATION

~~Item 1. Condensed Consolidated~~ITEM 1: Financial Statements (unaudited)

~~890 5TH AVENUE PARTNERS,~~

BUZZFEED, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)

September 30, 2021

December 31, 2020

(Unaudited)

Assets:

Current assets:

Cash

$
59,820

$
201,781
Prepaid expenses

549,821

6,815
Total current assets

609,641

208,596
Investments held in Trust Account

287,510,994

—
Deferred offering costs associated with the initial public offering

—

338,798
Total Assets

$
288,120,635

$
547,394

Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit):




Current liabilities:

Accounts payable

$
469,346

$
120,269
Accrued expenses

70,000

99,931
Franchise tax payable

149,589

450
Advances from related party

—

13,050
Note payable - related party

—

300,000
Working capital loan - related party

1,000,000

—
Total current liabilities

1,688,935

533,700
Warrant liabilities

12,214,442

—
Total Liabilities

13,903,377

533,700




Commitments and Contingencies (Note 5)





Class A common stock subject to possible redemption, $0.0001 par value; 28,750,000 and 0 shares at $10.00 per share redemption value as of September 30, 2021 and December 31, 2020, respectively

287,500,000

—




Stockholder's Equity (Deficit):




Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding as of September 30, 2021 and December 31, 2020

—

—
Class A common stock, $0.0001 par value; 500,000,000 shares authorized; 777,500 issued and outstanding (excluding 28,750,000 shares subject to possible redemption) as of September 30, 2021 and NaN at December 31, 2020

78

—
Class F common stock, $0.0001 par value; 25,000,000 shares authorized; 7,187,500 shares issued and outstanding as of September 30, 2021 and December 31, 2020 (1)

719

719
Additional paid-in capital

—

24,281
Accumulated deficit

(13,283,539)

(11,306)
Total stockholder's equity (deficit)

(13,282,742)

13,694
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit)

$
288,120,635

$
547,394

~~(1)~~

~~As of December 31, 2020, includes up to~~ ~~937,500~~ shares of Class F common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On January 14, 2021, the over-allotment option was exercised in full. Thus, none of these shares were forfeited.

~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.~~

~~Table of Contents~~

~~890 5TH AVENUE PARTNERS, INC.~~

~~UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS~~

For the Three Months Ended

For the Nine Months Ended

September 30, 2021

September 30, 2021
Operating expenses

General and administrative expenses

$
416,535

$
2,317,651
Administrative fee - related party

60,000

180,000
Franchise tax expense

50,411

149,589
Loss from operations

(526,946)

(2,647,240)
Other income (loss)

Change in fair value of warrant liabilities

109,592

(806,967)
Offering costs associated with issuance of public and private warrants

—

(231,566)
Net gain from investments held in Trust Account

3,024

10,994
Net loss

$
(414,330)

$
(3,674,779)

Weighted average shares outstanding of Class A common stock, basic and diluted

29,527,500

28,121,429

Basic and diluted net loss per share, Class A common stock

$
(0.01)

$
(0.10)

Weighted average shares outstanding of Class F common stock, basic and diluted

7,187,500

7,142,857

Basic and diluted net loss per share, Class F common stock

$
(0.01)

$
(0.10)


	March 31,		December 31,
	2022
	(Unaudited)		2021
Assets
Current assets
Cash and cash equivalents	$	74,540	$	79,733
Accounts receivable (net of allowance for doubtful accounts of $1,668 as at March 31, 2022 and $1,094 as at December 31, 2021)		98,092		142,909
Prepaid and other current assets		26,768		29,017
Total current assets		199,400		251,659
Property and equipment, net		23,065		23,052
Right-of-use assets		73,103		—
Capitalized software costs, net		17,902		16,554
Intangible assets, net		132,717		136,513
Goodwill		194,050		194,881
Prepaid and other assets		15,538		14,555
Total assets	$	655,775	$	637,214

Liabilities and Equity
Current liabilities
Accounts payable	$	14,673	$	16,025
Accrued expenses		23,584		31,386
Deferred rent		—		4,894
Deferred revenue		3,142		1,676
Accrued compensation		26,935		37,434
Current lease liabilities		24,258		—
Other current liabilities		2,706		2,731
Total current liabilities		95,298		94,146
Deferred rent		—		12,504
Noncurrent lease liabilities		66,174		—
Debt		143,032		141,878
Derivative liability		6,450		4,875
Warrant liabilities		8,354		4,938
Other liabilities		1,956		3,992
Total liabilities		321,264		262,333

Commitments and contingencies

Redeemable noncontrolling interest		2,458		2,294

Stockholders’ equity
Class A Common stock, $0.0001 par value; 700,000 shares authorized; 116,689 and 116,175 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively		12		11
Class B Common stock, $0.0001 par value; 20,000 shares authorized; 12,294 and 12,397 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively		1		1
Class C Common stock, $0.0001 par value; 10,000 shares authorized; 6,478 issued and outstanding at March 31, 2022 and December 31, 2021		1		1
Additional paid-in capital		700,167		695,869
Accumulated deficit		(367,000)		(322,106)
Accumulated other comprehensive loss		(3,336)		(3,233)
Total BuzzFeed, Inc. stockholders’ equity		329,845		370,543
Noncontrolling interests		2,208		2,044
Total stockholders’ equity		332,053		372,587
Total liabilities and equity	$	655,775	$	637,214

The accompanying notes are an integral part of these ~~unaudited~~ condensed consolidated financial statements.

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~~890 5TH AVENUE PARTNERS,~~BUZZFEED, INC.

~~UNAUDITED~~ CONDENSED CONSOLIDATED STATEMENTS OF ~~CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)~~OPERATIONS

~~For the Three and Nine Months Ended September 30, 2021~~(Unaudited) (In thousands, except per share amounts)

Common Stock

Total

Class A

Class F

Additional Paid-In

Accumulated

Stockholder’s


Shares

Amount

Shares (1)

Amount

Capital

Deficit

Equity (Deficit)
Balance — December 31, 2020

—

$
—

7,187,500

$
719

$
24,281

$
(11,306)

$
13,694
Sale of units in private placement, less derivative liabilities for private placement warrants

777,500

78

—

—

7,484,113

0

7,484,191
Accretion on Class A common stock subject to possible redemption amount - restated, see Note 2

—

—

—

—

(7,508,394)

(9,597,454)

(17,105,848)
Net income

—

—

—

—

0

1,040,995

1,040,995
Balance — March 31, 2021 (unaudited) - restated, see Note 2

777,500

78

7,187,500

719

0

(8,567,765)

(8,566,968)
Net loss

—

—

—

—

0

(4,301,444)

(4,301,444)
Balance — June 30, 2021 (unaudited) - restated, see Note 2

777,500

78

7,187,500

719

0

(12,869,209)

(12,868,412)
Net loss

—

—

—

—

0

(414,330)

(414,330)
Balance – September 30, 2021 (unaudited)

777,500

$
78

7,187,500

$
719

$
0

$
(13,283,539)

$
(13,282,742)


	Three Months Ended March 31,
	2022		2021
Revenue	$	91,558	$	72,648
Costs and Expenses
Cost of revenue, excluding depreciation and amortization		60,818		42,123
Sales and marketing		17,803		11,378
General and administrative		32,562		23,702
Research and development		7,192		6,699
Depreciation and amortization		8,481		5,269
Total costs and expenses		126,856		89,171
Loss from operations		(35,298)		(16,523)
Other income, net		862		660
Interest expense, net		(4,789)		(278)
Change in fair value of warrant liabilities		(3,416)		—
Change in fair value of derivative liability		(1,575)		—
Loss before income taxes		(44,216)		(16,141)
Income tax provision (benefit)		350		(4,816)
Net loss		(44,566)		(11,325)
Net income attributable to the redeemable noncontrolling interest		164		60
Net income (loss) attributable to noncontrolling interests		164		(18)
Net loss attributable to BuzzFeed, Inc.	$	(44,894)	$	(11,367)

Net loss per Class A, Class B and Class C common share:
Basic	$	(0.33)	$	(0.75)
Diluted	$	(0.33)	$	(0.75)
Weighted average common shares outstanding:
Basic		136,425		15,188
Diluted		136,425		15,188

~~(1)~~

~~As of December 31, 2020, and September 30, 2020, includes up to~~ ~~937,500~~ shares of Class F common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On January 14, 2021, the over-allotment option was exercised in full. Thus, none of these shares were forfeited.

The accompanying notes are an integral part of these ~~unaudited~~ condensed consolidated financial statements.

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~~890 5TH AVENUE PARTNERS,~~BUZZFEED, INC.

~~UNAUDITED~~ CONDENSED CONSOLIDATED ~~STATEMENT~~STATEMENTS OF ~~CASH FLOWS~~COMPREHENSIVE LOSS

(Unaudited) (In thousands)

For the Nine Months Ended

September 30, 2021
Cash Flows from Operating Activities:

Net loss

$
(3,674,779)
Adjustments to reconcile net loss to net cash used in operating activities:

Unrealized gain from investments held in Trust Account

(10,994)
Offering costs associated with issuance of public and private warrants

231,566
Change in fair value of warrant liabilities

806,967
Changes in operating assets and liabilities:


Prepaid expenses

(543,006)
Accounts payable

349,077
Accrued expenses

(79,731)
Franchise tax payable

149,139
Net cash used in operating activities

(2,771,761)

Cash Flows from Investing Activities

Cash deposited in Trust Account

(287,500,000)
Net cash used in investing activities

(287,500,000)


Cash Flows from Financing Activities:

Proceeds received from initial public offering, gross

287,500,000
Proceeds received from private placement

7,775,000
Proceeds received from issuance of common stock to Sponsor

—
Advances from related party

20,125
Proceeds from working capital loan - related party

1,000,000
Repayment of advances from related party

(33,175)
Repayment of note payable to related party

(300,000)
Payment of offering costs

(5,832,150)
Net cash provided by financing activities

290,129,800


Net change in cash

(141,961)

Cash - beginning of the period

201,781
Cash - end of the period

$
59,820

Supplemental disclosure of noncash activities:

Offering costs included in accrued expenses

$
70,000


	Three Months Ended March 31,
	2022		2021
Net loss	$	(44,566)	$	(11,325)
Other comprehensive loss
Foreign currency translation adjustment		(103)		(329)
Other comprehensive loss		(103)		(329)
Comprehensive loss		(44,669)		(11,654)
Comprehensive income attributable to the redeemable noncontrolling interest		164		60
Comprehensive income (loss) attributable to noncontrolling interests		164		(18)
Comprehensive loss attributable to BuzzFeed, Inc.	$	(44,997)	$	(11,696)

The accompanying notes are an integral part of these ~~unaudited~~ condensed consolidated financial statements.

~~Table of Contents~~

~~890 5TH AVENUE PARTNERS, INC.~~

~~NOTES TO UNAUDITED C~~~~ONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~Note 1—Description of Organization and Business Operations~~

~~Organization and General~~

890 5th Avenue Partners, Inc. (the “Company”) is a blank check company incorporated in Delaware on September 9, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of September 30, 2021, the Company had not commenced any operations. All activity for the period from September 9, 2020 (inception) through September 30, 2021, relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) described below, the search for and evaluation and due diligence of potential targets for an initial business combination, and the negotiation and drafting of documentation for the Business Combination and Convertible Note Financing (as defined below). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments held in the trust account from the proceeds from the Initial Public Offering and the sale of the private placement.

~~Sponsor and Financing~~

The Company’s sponsor is 200 Park Avenue Partners, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 11, 2021. On January 14, 2021, the Company consummated its Initial Public Offering of 28,750,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 3,750,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $287.5 million, and incurring offering costs of approximately $6.2 million.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 777,500 units (each, a “Private Placement Unit” and collectively, the “Private Placement Units”) at a price of $10.00 per Private Placement Unit to the Sponsor, PA 2 Co-Investment LLC (an affiliate of Cowen and Company, LLC, a representative of the underwriters), and Craig-Hallum Capital Group LLC (a representative of the underwriters) and its affiliate, generating proceeds of approximately $7.8 million, and incurring offering costs of approximately $12,000 (Note 4).

~~Trust Account~~

Upon the closing of the Initial Public Offering and the Private Placement, an aggregate of $287.5 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was held in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

~~Table of Contents~~

~~890 5TH AVENUE PARTNERS, INC.~~

~~NOTES TO UNAUDITED CONDENSED~~ ~~CONSOLIDATED~~ ~~FINANCIAL STATEMENTS~~

~~Initial Business Combination~~

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding taxes payable on the income earned on the trust account) at the time of signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide the holders of the Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, subject to closing condition regarding stockholder approval matters as set forth in the Merger Agreement (as defined below). The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “A&R Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

The A&R Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The holders of the Founder Shares (as defined in Note 4) prior to the Initial Public Offering (the “initial stockholders”) agreed not to propose an amendment to the A&R Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

~~Table of Contents~~

~~890 5TH AVENUE PARTNERS, INC.~~

~~NOTES TO UNAUDITED CONDENSED~~ ~~CONSOLIDATED~~ ~~FINANCIAL STATEMENTS~~

If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or January 14, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period.

In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

~~Proposed Business Combination~~

On June 24, 2021, the Company entered into an Agreement and Plan of Merger (as amended from time to time, including by that certain Amendment No. 1 Agreement and Plan of Merger dated as of October 28, 2021, the “Merger Agreement”), by and among the Company, Bolt Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“Merger Sub I”), Bolt Merger Sub II, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“Merger Sub II”), and BuzzFeed, Inc., a Delaware corporation (“BuzzFeed”).

The Merger Agreement provides for, among other things, the following transactions at the closing: Merger Sub I will merge with and into BuzzFeed, with BuzzFeed as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly owned subsidiary of the Company (the “Merger”). Immediately following the Merger, BuzzFeed will merge with and into Merger Sub II (the “Second Merger,” together with the Merger, the “Two-Step Merger”) with Merger Sub II being the surviving company of the Second Merger. The Two-Step Merger and the other transactions contemplated by the Merger Agreement are hereinafter referred to as the “Business Combination.”

Table of Contents

~~890 5TH AVENUE PARTNERS,~~BUZZFEED, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

~~NOTES TO UNAUDITED CONDENSED~~ ~~CONSOLIDATED~~ ~~FINANCIAL STATEMENTS~~(Unaudited) (In thousands)

In accordance with the terms and subject to the conditions of the Merger Agreement, each share of Class A common stock of BuzzFeed, Class B common stock of BuzzFeed, Class C common stock of BuzzFeed and preferred stock of BuzzFeed, other than company restricted stock awards, excluded shares and dissenting shares shall be cancelled and automatically converted into a number of shares of Class A common stock of the Company equal to the quotient, rounded to the tenth decimal place, obtained by dividing 30,880,000 by the aggregate number of shares of BuzzFeed Series F Preferred Stock and BuzzFeed Series G Preferred Stock outstanding as of the effective time; (ii) each share of BuzzFeed Class A Common Stock and BuzzFeed Preferred Stock (other than BuzzFeed Series F Preferred Stock, BuzzFeed Series G Preferred Stock, company restricted stock awards, excluded shares and dissenting shares) shall be converted into the right to receive a number of shares of Class A Common Stock of the Company equal to the quotient of: (A) the remaining per share amount, divided by (B) $10.00; (iii) each share of BuzzFeed Class B Common Stock (other than excluded shares and dissenting shares) shall be converted into the right to receive a number of shares of Class B common stock of the Company equal to the quotient of: (A) the remaining per share amount, divided by (B) $10.00; and (iv) each share of BuzzFeed Class C Common Stock (other than excluded shares and dissenting shares) shall be converted into the right to receive a number of shares of Class C common stock of the Company equal to the quotient of: (A) the remaining per share amount, divided by (B) $10.00.

Concurrently with the execution of the Merger Agreement, the Company entered into a convertible note subscription agreement (the “Convertible Note Subscription Agreement”) with certain investors (the “Note Investors”), in respect of $150.0 million aggregate principal amount of unsecured convertible notes due in 2026 (the “Notes”) to be issued in connection with the closing of the Business Combination The principal terms of the Notes are set forth in the term sheet attached as an exhibit to the Convertible Note Subscription Agreement and will be embodied in an indenture to be entered into in connection with the closing of the Business Combination between BuzzFeed, the guarantors party thereto and the indenture trustee (the “Indenture”) and the form of global note attached thereto. The Notes will bear interest at a rate of 7.00% per annum, payable semi-annually (provided, however, that if there is less than $144.0 million in 890’s trust account immediately following the closing date of the transactions subject of the Convertible Note Subscription Agreement (the “Convertible Note Financing”), the stated interest rate shall be 8.50% per annum), will be convertible into approximately 12,000,000 shares of Class A common stock at an initial conversion price of the lesser of (x) $12.50 and (y) a 25% premium to the lowest per share price at which any equity of 890 is issued prior to the closing of the Business Combination in accordance with the terms thereof, and shall mature on the date that is five years following the closing of the Convertible Note Financing.

~~Liquidity and Capital Resources~~

~~As of September 30, 2021, the Company had approximately~~ ~~$60,000~~ ~~in cash and working capital deficit of approximately $1.1 million.~~

The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the cash proceeds of $25,000 from the sale of the Founder Shares (as defined in Note 4), loan from the Sponsor of $300,000 under the Note (as defined in Note 4), and advances from related party of approximately $13,000 (Note 4). The Company repaid the Note of $300,000 in full on January 14, 2021, and the Company reimbursed the advances from the related party in full in February 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity needs have been satisfied through the net proceeds from the consummation of the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of our management team or any of their affiliates or other third parties, may, but are not obligated to (except as described below), provide the Company with Working Capital Loans (as defined in Note 4). The Working Capital Loans will either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Placement Units.

~~Table of Contents~~

~~890 5TH AVENUE PARTNERS, INC.~~

~~NOTES TO UNAUDITED CONDENSED~~ ~~CONSOLIDATED~~ ~~FINANCIAL STATEMENTS~~

On May 27, 2021, the Sponsor committed to provide to the Company an aggregate of up to $1.6 million in loans, and on August 6, 2021, the Sponsor committed to provide to the Company an additional amount of up to $0.8 million in loans for an aggregate of up to $2.4 million in loans, in each case in order to finance the Company’s working capital needs (including transaction costs in connection with a Business Combination) (the foregoing, the “Sponsor Loan Commitment”). As described above, up to $1.5 million of the Sponsor Loan Commitment (in the aggregate with any other Working Capital Loans) may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. As of September 30, 2021, the Company borrowed from the Sponsor the amount of $1.0 million under the Sponsor Loan Commitment, which amount remains outstanding (See Note 4).

Based on the foregoing, management has since reevaluated the Company’s liquidity and financial condition and believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

~~Note 2—Basis of Presentation and Summary of Significant Accounting Policies~~

~~Basis of Presentation~~

The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. There was nominal activity from September 9, 2020 (inception) through September 30, 2020 and there were no assets, liabilities or equity as of September 30, 2020, and, as such, the period is not presented in these unaudited condensed financial statements. Operating results for the three and nine months ended September 30, 2021, are not necessarily indicative of the results that may be expected through December 31, 2021.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited balance sheet and notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on January 21, 2021, and January 13, 2021, respectively.

~~Restatement of Previously Reported Financial Statements~~

In preparation of the Company’s unaudited condensed consolidated financial statements as of and for the quarterly period ended September 30, 2021, the Company concluded it should revise its previously reported financial statements to classify all Class A common stock subject to possible redemption in temporary equity. The Company’s previously filed financial statements that contained the error were reported in the Company’s Form 8-K with its audited balance sheet as of January 14, 2021 (the “Post-IPO balance sheet”), and the Company’s Form 10-Qs for the quarterly periods ended March 31, 2021, and June 30, 2021 (the “affected periods”). In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock in permanent equity, or total stockholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Accordingly, effective with this filing, the Company presented all shares of redeemable Class A common stock as temporary equity and recognized accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. The change in the carrying value of the redeemable shares of Class A common stock of approximately $14.8 million to the Post-IPO balance sheet resulted in a decrease of approximately $5.3 million in

~~Table of Contents~~

~~890 5TH AVENUE PARTNERS, INC.~~

~~NOTES TO UNAUDITED CONDENSED~~ ~~CONSOLIDATED~~ ~~FINANCIAL STATEMENTS~~


	Three Months Ended March 31, 2022
														Accumulated		Total
	Common Stock –			Common Stock –			Common Stock –			Additional				other		BuzzFeed, Inc.				Total
	Class A			Class B			Class C			paid-in		Accumulated		comprehensive		stockholders'		Noncontrolling		stockholders’
	Shares	Amount		Shares	Amount		Shares	Amount		capital		deficit		loss		equity		interests		equity
Balance at January 1, 2022	116,175	$	11	12,397	$	1	6,478	$	1	$	695,869	$	(322,106)	$	(3,233)	$	370,543	$	2,044	$	372,587
Net loss	—		—	—		—	—		—		—		(44,894)		—		(44,894)		164		(44,730)
Stock-based compensation	—		—	—		—	—		—		3,940		—		—		3,940		—		3,940
Issuance of common stock in connection with share-based plans	411		1	—		—	—		—		358		—		—		359		—		359
Other comprehensive loss	—		—	—		—	—		—		—		—		(103)		(103)		—		(103)
Conversion of Class B common stock to Class A common stock	103		—	(103)		—	—		—		—		—		—		—		—		—
Balance at March 31, 2022	116,689	$	12	12,294	$	1	6,478	$	1	$	700,167	$	(367,000)	$	(3,336)	$	329,845	$	2,208	$	332,053

~~additional paid-in capital~~



	Three Months Ended March 31, 2021
														Accumulated		Total BuzzFeed,
	Common Stock –			Common Stock – Class			Common Stock – Class							other		Inc.				Total
	Class A			B			C			Additional		Accumulated		comprehensive		stockholders’		Noncontrolling		stockholders’
	Shares		Amount	Shares		Amount	Shares		Amount	paid-in capital		deficit		loss		(deficit) equity		interests		(deficit) equity
Balance at January 1, 2021	1,540	$	—	10,439	$	1	—	$	—	$	36,373	$	(346,818)	$	(3,359)	$	(313,803)	$	—	$	(313,803)
Net loss	—		—	—		—	—		—		—		(11,367)		—		(11,367)		(18)		(11,385)
Issuance of common stock	—		—	—		—	3,839		1		34,999		—		—		35,000		—		35,000
HuffPost Acquisition	—		—	—		—	2,639		—		24,064		—		—		24,064		2,122		26,186
Stock-based compensation	—		—	—		—	—		—		138		—		—		138		—		138
Issuance of common stock upon exercise of stock options	6		—	49		—	—		—		142		—		—		142		—		142
Other comprehensive loss	—		—	—		—	—		—		—		—		(329)		(329)		—		(329)
Balance at March 31, 2021	1,546	$	—	10,488	$	1	6,478	$	1	$	95,716	$	(358,185)	$	(3,688)	$	(266,155)	$	2,104	$	(264,051)

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

BUZZFEED, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited) (In thousands)


	Three Months Ended March 31,
	2022		2021
Operating activities:
Net loss	$	(44,566)	$	(11,325)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		8,481		5,269
Unrealized loss (gain) on foreign currency		142		(180)
Stock based compensation		3,940		138
Change in fair value of warrants		3,416		—
Change in fair value of derivative liability		1,575		—
Amortization of debt discount and deferred issuance costs		1,154		—
Deferred income tax		507		(4,318)
Provision for doubtful accounts		574		(515)
Unrealized gain on investment		(1,260)		—
Non-cash lease expense		4,690		—
Changes in operating assets and liabilities:
Accounts receivable		44,227		37,076
Prepaid expenses and other current assets and prepaid expenses and other assets		2,864		(9,073)
Accounts payable		(5,741)		(2,004)
Deferred rent		—		(2,498)
Accrued compensation		(10,117)		(1,083)
Accrued expenses, other current liabilities and other liabilities		(4,688)		(1,685)
Lease liabilities		(5,517)		—
Deferred revenue		1,461		(284)
Cash provided by operating activities		1,142		9,518

Investing activities:
Capital expenditures		(2,369)		(907)
Capitalization of internal-use software		(3,553)		(1,335)
Cash from acquired business, net		—		5,200
Cash (used in) provided by investing activities		(5,922)		2,958

Financing activities:
Proceeds from issuance of common stock		—		35,000
Proceeds from exercise of stock options		358		142
Deferred reverse recapitalization costs		(585)		—
Cash (used in) provided by financing activities		(227)		35,142
Effect of currency translation on cash and cash equivalents		(186)		(534)
Net (decrease) increase in cash, cash equivalents and restricted cash		(5,193)		47,084
Cash and cash equivalents and restricted cash at beginning of period		79,733		106,126
Cash and cash equivalents and restricted cash at end of period	$	74,540	$	153,210

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

BUZZFEED, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) (Tabular amounts in thousands, except per share amounts)

1. Description of the Business

BuzzFeed, Inc. (referred to herein, collectively with its subsidiaries, as “BuzzFeed” or the “Company”) is a global media company with social, content-driven publishing technology. BuzzFeed provides breaking news, original reporting, entertainment, and video across its owned and operated brands and the social web to its global audience. BuzzFeed derives its revenue primarily from content, advertising and commerce sold to leading brands. The Company has 1 reportable segment.

On December 3, 2021 (the “Closing Date”), the Company consummated the previously announced business combinations in connection with (i) that certain Agreement and Plan of Merger, dated June 24, 2021 (as amended, the “Merger Agreement”), by and among 890 5th Avenue Partners, Inc., a Delaware corporation (“890”), Bolt Merger Sub I, Inc., a Delaware corporation and a ~~charge~~direct, wholly-owned subsidiary of ~~approximately $9.6~~890 (“Merger Sub I”), Bolt Merger Sub II, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of 890 (“Merger Sub II”), and BuzzFeed, Inc., a Delaware corporation (“ Legacy BuzzFeed”), pursuant to which (a) Merger Sub I merged with and into Legacy BuzzFeed (the “First Merger”), with Legacy BuzzFeed surviving the First Merger as a wholly-owned subsidiary of 890 and (b) immediately following the First Merger, Legacy BuzzFeed merged with and into Merger Sub II (the “Second Merger” and, together with the First Merger, the “Two-Step Merger”), with Merger Sub II surviving the Second Merger as a wholly-owned subsidiary of 890; and (ii) the Membership Interest Purchase Agreement, dated as of March 27, 2021 (as amended, the “C Acquisition Purchase Agreement”), by and among Legacy BuzzFeed, CM Partners, LLC, Complex Media, Inc., Verizon CMP Holdings LLC and HDS II, Inc., pursuant to which the surviving entity acquired 100% of the membership interests of CM Partners, LLC. CM Partners, LLC, together with Complex Media, Inc., is referred to herein as “Complex Networks.” The Two-Step Merger and the other transactions contemplated by the Merger Agreement, including the acquisition by the surviving entity of Complex Networks, are hereinafter referred to as the “Business Combination.” In connection with the consummation of the Business Combination, 890 was renamed “BuzzFeed, Inc.”

Liquidity

As of and for the three months ended March 31, 2022, the Company had cash and cash equivalents of $74.5 million toand positive operating cash inflows. However, the Company has a history of losses, and had an accumulated deficit of $367.0 million as ~~well~~of March 31, 2022. The Company has cash available on hand and management believes its existing capital resources will be sufficient to support the Company’s operations and meet its obligations as ~~a reclassification of 1,484,933 shares~~they become due within one year from the date these condensed consolidated financial statements are issued.

The Business Combination

On the Closing Date: (i) each issued and outstanding share of Class A common stock, ~~from permanent equity~~par value $0.0001 per share (the “890 Class A common stock”), and Class F common stock, par value $0.0001 per share (the “890 Class F common stock”), of 890 became one share of BuzzFeed Class A common stock, par value $0.0001 per share (the “BuzzFeed Class A common stock”); (ii) each issued and outstanding whole warrant to ~~temporary equity as presented below.~~purchase shares of 890 Class A common stock became a warrant to acquire one share of BuzzFeed Class A common stock at an exercise price of $11.50 per share (each a “BuzzFeed warrant”); and (iii) each issued and outstanding unit of 890 that had not been previously separated into the underlying share of 890 Class A common stock and the underlying warrants of 890 upon the request of the holder thereof was cancelled and entitled the holder thereof to one share of BuzzFeed Class A common stock and one-third of one BuzzFeed warrant.

As of January 14, 2021


As Previously




Reported (1)

Adjustment

As Restated
Unaudited Condensed Balance Sheet

Total assets

$
289,432,482

$
—

$
289,432,482
Total liabilities

$
11,781,807

$
—

$
11,781,807
Class A common stock subject to possible redemption

272,650,670

14,849,330

287,500,000
Stockholders’ equity (deficit)






Preferred stock

—

—

—
Class A common stock

226

(148)

78
Class F common stock

719

—

719
Additional paid-in-capital

5,251,729

(5,251,729)

—
Accumulated deficit

(252,669)

(9,597,453)

(9,850,122)
Total stockholders’ equity (deficit)

5,000,005

(14,849,330)

(9,849,325)
Total liabilities, temporary equity and stockholders’ equity (deficit)

$
289,432,482

$
—

$
289,432,482

~~(1)~~

~~As previously reported in the Company’s Form 10-Q for the period ended March 31, 2021.~~

~~The previously~~In addition, on the Closing Date (i) each share of Legacy BuzzFeed Class A common stock and Legacy BuzzFeed preferred stock (other than Series F Preferred Stock and Series G Preferred Stock, any cancelled shares or dissenting shares) issued ~~financial statement included as an exhibit~~and outstanding was cancelled and automatically converted into the right to receive 0.306 shares of BuzzFeed Class A Common Stock; (ii) all of the ~~Company’s Form 8-K filed~~shares of Series F Preferred Stock and Series G Preferred Stock issued and outstanding were cancelled and automatically converted into the right to receive 30,880,000 shares of BuzzFeed Class A Common Stock; (iii) each share of Class B Common Stock of Legacy BuzzFeed issued and outstanding (other than any cancelled shares or dissenting shares) was cancelled and automatically converted into the right to receive 0.306 shares of BuzzFeed Class B Common Stock; and (iv) each share of Class C Common Stock of Legacy BuzzFeed issued and outstanding was cancelled and automatically converted into the right to receive 0.306 shares of BuzzFeed Class C Common Stock, in each case in accordance with the SEC on January 21, 2021, and Form 10-Qs for the affected periods, will not be amended, but historical amounts are presented in the current filing and will be presented in future filings as restated in order to be consistent with the current presentation.

~~The impact~~applicable provisions of the ~~restatement to the unaudited condensed balance sheets as~~Merger Agreement. As a result, shares of ~~March 31, 2021, and June 30, 2021, is presented below.~~

As of March 31, 2021


As Previously




Reported

Adjustment

As Restated
Unaudited Condensed Balance Sheet






Total assets

$
288,953,438

$
—

$
288,953,438
Total liabilities

$
10,020,406

$
—

$
10,020,406
Class A common stock subject to possible redemption

273,933,030

13,566,970

287,500,000
Stockholders’ equity (deficit)






Preferred stock

—

—

—
Class A common stock

213

(135)

78
Class F common stock

719

—

719
Additional paid-in-capital

3,969,381

(3,969,381)

—
Accumulated deficit

1,029,689

(9,597,454)

(8,567,765)
Total stockholders’ equity (deficit)

5,000,002

(13,566,970)

(8,566,968)
Total liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)

$
288,953,438

$
—

$
288,953,438

BuzzFeed capital stock no longer represent an ownership interest in Legacy BuzzFeed, but instead represent an ownership interest in BuzzFeed.

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In addition, pursuant to subscription agreements entered into in connection with the Merger Agreement, the Company issued, and certain investors purchased, $150.0 million aggregate principal amount of unsecured convertible notes due 2026 concurrently with the closing of the Business Combination (the “Notes”).

Holders of 27,133,519 shares of 890 ~~5TH AVENUE PARTNERS, INC.~~Class A common stock sold in 890’s initial public offering (the “Public Shares”) properly exercised their right to have their public shares redeemed for a full pro rata portion of the trust account holding the proceeds from 890’s initial public offering, calculated as of two business days prior to the Closing, which was approximately $10.00 per share, or $271.3 million in the aggregate. Approximately $16.2 million remained in 890’s trust account and was used to partially fund the Business Combination.

~~NOTES TO UNAUDITED CONDENSED~~ ~~CONSOLIDATED~~ ~~FINANCIAL STATEMENTS~~The following table summarizes the proceeds raised and issuance costs incurred related to the Business Combination. The total net proceeds from the reverse recapitalization were paid in December 2021, except for $0.6 million which was paid in the first quarter of 2022.


Cash from reverse recapitalization	$	16,167
890 reverse recapitalization costs		(13,795)
BuzzFeed reverse recapitalization costs		(14,609)
Net proceeds from reverse recapitalization	$	(12,237)

Proceeds from Notes	$	150,000
Issuance costs		(6,757)
Issuance costs settled in stock		563
Proceeds from issuance of Notes, net of issuance costs	$	143,806

After giving effect to the Business Combination (including the issuance of 10,000,000 shares of BuzzFeed Class A common stock pursuant to the C Acquisition Purchase Agreement), the redemption of Public Shares as described above and the separation of the former 890 units, as of the Closing Date, there were 110,789,875 shares of BuzzFeed Class A common stock issued and outstanding, 15,872,459 shares of BuzzFeed Class B common stock issued and outstanding and 6,478,031 shares of BuzzFeed Class C common stock issued and outstanding.

The Two-Step Merger was accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded (the “Reverse Recapitalization”). Under this method of accounting, 890 was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Legacy BuzzFeed issuing stock for the net assets of 890, accompanied by a recapitalization. The net assets of 890 were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Reverse Recapitalization are those of Legacy BuzzFeed.

The determination of Legacy BuzzFeed being the accounting acquirer for the Two-Step Merger was primarily based on evaluation of the following facts and circumstances: (i) Legacy BuzzFeed’s existing stockholders own the majority of the shares and have the majority of the voting interests in BuzzFeed with more than 97% of the voting interests; (ii) Legacy BuzzFeed appointed the majority of the directors on BuzzFeed’s Board; (iii) Legacy BuzzFeed’s existing management comprises the majority of the management of BuzzFeed; (iv) Legacy BuzzFeed is the larger entity based on historical revenues and business operations and comprises the majority of the ongoing operations of BuzzFeed; and (v) Legacy BuzzFeed assumed BuzzFeed’s name.

In accordance with guidance applicable to these circumstances, the equity structure has been recast in all comparative periods up to the Closing Date to reflect the number of shares of the Company’s common stock, $0.0001 par value per share, issued to Legacy BuzzFeed’s stockholders in connection with the Business Combination. As such, the shares and corresponding capital amounts and earnings per share related to Legacy BuzzFeed redeemable convertible preferred stock (other than Series F Preferred Stock and Series G Preferred Stock) and Legacy BuzzFeed common stock prior to the Business Combination have been retroactively recast as shares reflecting the Exchange Ratio of 0.306 established in the Business Combination. Shares of Legacy BuzzFeed Series F Preferred Stock and Series G Preferred Stock have been retroactively restated based on the exchange into 30,880,000 shares of BuzzFeed Class A common stock established in the Business Combination.

BuzzFeed Class A common stock and warrants commenced trading on the Nasdaq Stock Market LLC under the symbols “BZFD” and “BZFDW,” respectively, on December 6, 2021.

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COVID-19

In March 2020, the World Health Organization declared the viral strain of COVID-19 a global pandemic and recommended containment and mitigation measures worldwide. The spread of COVID-19 and the resulting economic contraction has resulted in increased business uncertainty and significantly impacted our business and results of operations.

We believe that the COVID-19 pandemic drove a shift in commerce from offline to online, including an increase in online shopping, which we believe contributed to the rapid growth we experienced in our commerce revenue for fiscal 2020. However, the growth of our commerce revenue has decelerated during 2021 and continuing in the first quarter of 2022 as shelter-in-place orders were lifted, consumers returned to shopping in stores, and retailers struggled with supply chain disruptions and labor shortages.

The continued duration and severity of the COVID-19 pandemic is uncertain, rapidly changing, and difficult to predict. The degree to which COVID-19-related disruptions impact the Company’s future results will depend on future developments, which are outside of the Company’s control, including, but not limited to, the duration of the pandemic, its severity, the success of actions taken to contain or prevent the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Our growth rate may continue to be impacted by additional macroeconomic factors beyond our control, such as inflation, retail businesses reopening, increased consumer spending on travel and other discretionary items, and the absence of new U.S. and other government economic stimulus programs, among other things.

2. Summary of Significant Accounting Policies

Basis of Financial Statements and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. As such, the accompanying condensed consolidated financial statements and these related notes should be read in conjunction with the Company’s consolidated financial statements and related notes as of and for the year ended December 31, 2021, as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

The condensed consolidated financial statements include all normal recurring adjustments that, in the opinion of management, are necessary to present fairly the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year ended December 31, 2022.

The condensed consolidated financial statements include the accounts of BuzzFeed, Inc., and its wholly-owned and majority-owned subsidiaries, and any variable interest entities for which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation.

Certain prior year figures have been reclassified to conform to current period presentation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported results of operations during the reporting period. Due to the use of estimates inherent in the financial reporting process actual results could differ from those estimates.

Key estimates and assumptions relate primarily to revenue recognition, fair values of intangible assets acquired in business combinations, valuation allowances for deferred income tax assets, allowance for doubtful accounts, fair value of the derivative liability, fair values used for stock-based compensation in periods prior to the Business Combination, useful lives of fixed assets, and capitalized software costs.

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Recently Adopted Accounting Pronouncements

The Company, an emerging growth company, or EGC, has elected to take advantage of the benefits of the extended transition period provided for in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards which allows the Company to defer adoption of certain accounting standards until those standards would otherwise apply to private companies.

In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), which supersedes existing guidance on accounting for leases in Leases (Topic 840) and generally requires leased assets and lease liabilities to be recognized on the balance sheet. On January 1, 2022, the Company adopted Accounting Standards Codification (“ASC”) 842 using the modified retrospective method. Prior period amounts were not adjusted and continue to be reported in accordance with historical accounting under ASC 840. The Company elected to use the package of practical expedients permitted under the transition guidance. Accordingly, the Company did not reassess (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases, or (iii) any initial direct costs for any existing leases. The Company elected to use the practical expedient to combine lease and non-lease components for all classes of assets. Additionally, the Company elected not to record on the balance sheet leases with a term of twelve months or less. Upon adoption, the Company recorded right of use assets of $77.8 million and lease liabilities of $96.0 million. The adoption of ASC 842 did not result in a material impact to the condensed consolidated statements of operations or cash flows. See Note 15 for more information about the adoption of ASC 842 and related disclosures.

In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other (Topic 350): Internal-Use Software (“ASU 2018-15”). ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance was effective for the Company for annual reporting periods beginning after December 15, 2020, and interim reporting periods beginning after December 15, 2021. The Company adopted ASU 2018-15 prospectively for the Company’s annual reporting period effective January 1, 2021 and for interim reporting periods beginning on January 1, 2022. The adoption did not have a significant impact on the Company’s condensed consolidated financial statements.

In October 2021, the FASB issued ASU No.2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 requires an acquirer to account for revenue contracts acquired in a business combination in accordance with ASC 606, as if it had originated the contracts. Prior to ASU 2021-08, an acquirer generally recognized assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers and other similar contracts, at fair value on the acquisition date. As permitted by the ASU, the Company elected to early adopt the amendments in the fourth quarter of 2021 and retrospectively applied ASU 2021-08 to its acquisitions that occurred in 2021. The adoption of ASU 2021-08 did not have a significant impact on the Company’s condensed consolidated financial statements.

In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). The ASU eliminates two of the three models in ASC 470-20 that require separating embedded conversion features from convertible instruments. As a result, only conversion features accounted for under the substantial premium model in ASC 470-20 and those that require bifurcation in accordance with ASC 815-15 will be accounted for separately. For contracts in an entity’s own equity, the new guidance eliminates some of the requirements in ASC 815-40 for equity classification. The guidance also addresses how convertible instruments are accounted for in the diluted earnings per share (EPS) calculation and requires enhanced disclosures about the terms of convertible instruments and contracts in an entity’s own equity. Early adoption is permitted for all entities for fiscal periods beginning after December 15, 2020, including interim periods within the same fiscal year. The ASU allows entities to use a modified or full retrospective transition method. The Company elected to early adopt ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have a significant impact on the Company’s condensed consolidated financial statements.

On January 1, 2021, the Company adopted the amended guidance in ASU 2019-02, Improvements to Accounting for Costs of Films and License Agreements for Program Materials, which aligns the accounting for capitalizing production costs of episodic television series with the guidance for films. As a result, the capitalization of costs incurred to produce episodic television series is no longer limited to the amount of revenue contracted in the initial market until persuasive evidence of a secondary market exists. In addition, under this guidance we test our film costs for impairment on a title-by-title basis or together with other films and series as part of a group, based on the predominant monetization strategy of the film or series. Further, for film costs monetized in a film group, the guidance requires any change to the estimated life of the film or television series to be accounted for prospectively. The guidance eliminates existing balance sheet classification guidance and adds new disclosure requirements relating to costs for acquired and

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produced films and television series. The adoption of this guidance did not have a material impact on the condensed consolidated financial statements.

Accounting Pronouncements Not Yet Adopted

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), which changes the impairment model for most financial assets, including accounts receivable, and replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. The guidance is effective for the Company for interim and annual periods beginning after December 15, 2022, with early adoption permitted. The Company is currently assessing the timing and impact of adopting ASU 2016-13 on the Company’s condensed consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this ASU simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740, Income Taxes. The amendments also improve consistent application and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The guidance is effective for the Company for annual periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company is currently assessing the timing and impact of adopting the new guidance on the Company’s condensed consolidated financial statements.

3. Acquisitions and Dispositions

C Acquisition

On December 3, 2021, the Company completed the acquisition of 100% of the members’ interests of Complex Networks, a publisher of online media content targeting Millennial and Gen Z consumers (the “C Acquisition”).

The following table summarizes the fair value of consideration exchanged as a result of the C Acquisition:


Cash consideration⁽¹⁾	$	197,966
Share consideration⁽²⁾		96,200
Total consideration	$	294,166

(1) — Includes the cash purchase price of $200.0 million adjusted for certain closing specified liabilities as specified in the C Acquisition Purchase Agreement.

(2) — Represents 10,000,000 shares of BuzzFeed Class A common stock at a price of $9.62 per share, which is based on the Company’s closing stock price for Class A common stock on the Closing Date.

The following table summarizes the preliminary determination of the fair value of identifiable assets acquired and liabilities assumed from the C Acquisition. The purchase price allocation for the assets acquired and liabilities assumed may be subject to change as additional information is obtained during the acquisition measurement period. As the Company continues to finalize the fair value of assets acquired and liabilities assumed, purchase price adjustments have been recorded and additional purchase price adjustments may

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be recorded during the measurement period. The Company reflects measurement period adjustments in the period in which the adjustments occur.


			Measurement
			Period
	Preliminary		Adjustments	Updated Preliminary
Cash	$	2,881	—	$	2,881
Accounts receivable		22,581	11		22,592
Prepaid and other current assets		17,827	—		17,827
Property and equipment		332	(15)		317
Intangible assets		119,100	—		119,100
Goodwill		189,391	(831)		188,560
Accounts payable		(2,661)	—		(2,661)
Accrued expenses		(12,319)	486		(11,833)
Accrued compensation		(12,867)	349		(12,518)
Deferred revenue		(5,855)	—		(5,855)
Deferred tax liabilities		(22,776)	—		(22,776)
Other liabilities		(1,468)	—		(1,468)
Total consideration for Complex Networks	$	294,166	—	$	294,166

The table below indicates the estimated fair value of each of the identifiable intangible assets:


		Weighted Average
	Asset Fair Value	Useful Life (Years)
Trademarks & tradenames	97,000	15
Customer relationships	17,000	4
Developed technology	5,100	3

The fair values of the intangible assets were estimated using Level 3 inputs. The fair value of trademarks and trade names was determined using the relief from royalty method, the fair value of customer relationships was determined using the multi-period excess earnings approach, and the fair value of acquired technology was determined using the replacement cost approach. The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired resulted in $188.6 million of goodwill, which is primarily attributed to workforce and synergies, and is not deductible for tax purposes.

Pro Forma Financial Information

The following unaudited pro forma information has been presented as if the C Acquisition occurred on January 1, 2020. The information is based on the historical results of operations of Complex Networks, adjusted for:

The allocation of purchase price and related adjustments, including adjustments to amortization expense related to the fair value of intangible assets acquired;

Impacts of issuance of the Notes to partially fund the acquisition, including interest;

The movement and allocation of all acquisition-related costs incurred during the three months ended March 31, 2021 to the three months ended March 31, 2020;

Associated tax-related impacts of adjustments; and

Changes to align accounting policies.

The pro forma results do not necessarily represent what would have occurred if the C Acquisition had taken place on January 1, 2020, nor do they represent the results that may occur in the future. The pro forma adjustments were based on available information and

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upon assumptions that the Company believes are reasonable to reflect the impact of this acquisition on the Company’s historical financial information on a supplemental pro forma basis. The following table presents the Company’s pro forma combined revenue and net loss.


	Three Months Ended March 31,
	2021
Revenue	$	92,662
Net loss		(18,443)

Acquisition of HuffPost and Verizon Investment

On February 16, 2021, the Company completed the acquisition of 100% of TheHuffingtonPost.com, Inc. (“HuffPost”) (the “HuffPost Acquisition”), a publisher of online news and media content, from entities controlled by Verizon Communications Inc. (“Verizon”). The Company issued 6,478,032 shares of non-voting BuzzFeed Class C common stock to an entity controlled by Verizon, of which 2,639,322 were in exchange for the acquisition of HuffPost and 3,838,710 were in exchange for a concurrent $35.0 million cash investment in the Company by Verizon, which was accounted for as a separate transaction.

The following table summarizes the fair value of consideration exchanged as a result of the HuffPost Acquisition:


Fair value of common stock issued⁽¹⁾	$	24,064
Working capital adjustments		(490)
Total consideration	$	23,574

(1) – Represents 8,625,234 shares of Legacy BuzzFeed common stock issued at a value of $2.79 per share. The fair value per share was determined using Level 3 inputs using a combination of a market approach based on guideline public companies and an income approach based on estimated discounted cash flows.

The following table summarizes the determination of the fair value of identifiable assets acquired and liabilities assumed from the HuffPost Acquisition. During the year ended December 31, 2021, the Company finalized the fair value of assets acquired and liabilities assumed. Measurement period adjustments were reflected in the fourth quarter of 2021, which is the period in which the adjustments occurred. The adjustments resulted from deferred income tax adjustments.


			Measurement
			Period
	Preliminary		Adjustments		Final
Cash and cash equivalents	$	5,513	$	—	$	5,513
Accounts receivable		3,383		—		3,383
Prepaid and other current assets		611		—		611
Deferred tax assets		116		15		131
Property and equipment		620		—		620
Intangible assets		19,500		—		19,500
Goodwill		5,927		(437)		5,490
Accounts payable		(1,410)		—		(1,410)
Accrued expenses		(4,249)		—		(4,249)
Deferred tax liabilities		(4,251)		422		(3,829)
Other liabilities		(63)		—		(63)
Noncontrolling interests		(2,123)		—		(2,123)
Total consideration for HuffPost	$	23,574	$	—	$	23,574

The fair values of the intangible assets were estimated using Level 3 inputs. The fair value of trademarks and trade names was determined using the relief from royalty method and the fair value of acquired technology was determined using the replacement cost approach. The useful lives of the acquired trademarks and trade names and acquired technology are 15 years and three years, respectively. The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired resulted in $5.5 million of goodwill, which is primarily attributed to workforce and synergies, and is not deductible for tax purposes.

The HuffPost Acquisition did not have a material impact on the Company’s revenue or net loss for the three months ended March 31, 2021.

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4. Revenue Recognition

Disaggregated Revenue

The table below presents the Company’s revenue disaggregated based on the nature of its arrangements. Management uses these categories of revenue to evaluate the performance of its businesses and to assess its financial results and forecasts.


	Three Months Ended March 31,
	2022		2021
Advertising	$	48,668	$	38,649
Content		32,279		19,537
Commerce and other		10,611		14,462
Total	$	91,558	$	72,648

The following table presents the Company’s revenue disaggregated by geography:


	Three Months Ended March 31,
	2022		2021
Revenue:
United States	$	83,100	$	65,602
International		8,458		7,046
Total	$	91,558	$	72,648

Contract Balances

The timing of revenue recognition, billings and cash collections can result in billed accounts receivable, unbilled receivables (contract assets), and deferred revenues (contract liabilities). The payment terms and conditions within the Company’s contracts vary by type, the substantial majority of which require that customers pay for their services on a monthly or quarterly basis, as the services are being provided. When the timing of revenue recognition differs from the timing of payments made by customers, the Company recognizes either unbilled revenue (its performance precedes the billing date) or deferred revenue (customer payment is received in advance of performance). In addition, we have determined our contracts generally do not include a significant financing component.

The Company’s contract assets are presented in Prepaid and other current assets on the accompanying condensed consolidated balance sheets and totaled $6.8 million and $13.3 million at March 31, 2022 and December 31, 2021, respectively. These amounts relate to revenue recognized during the respective year that is expected to be invoiced and collected in the next twelve months.

The Company’s contract liabilities, which are recorded in Deferred revenue on the accompanying condensed consolidated balance sheets, are expected to be recognized as revenues during the succeeding twelve-month period. Deferred revenue totaled and $3.1 million and $1.7 million at March 31, 2022 and December 31, 2021, respectively.

The amount of revenue recognized during the three months ended March 31, 2022 that was included in the deferred revenue balance as of December 31, 2021 was $1.0 million.

Transaction Price Allocated to Remaining Performance Obligations

We have certain licensing contracts with minimum guarantees and terms extending beyond one year. Revenue to be recognized related to the remaining performance obligations was $3.0 million at March 31, 2022 and is expected to be recognized over the next three years. This amount does not include: (i) contracts with an original expected duration of one year or less, such as advertising contracts, (ii) variable consideration in the form of sales-based royalties, and (iii) variable consideration allocated entirely to wholly unperformed performance obligations.

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5. Fair Value Measurements

The Company’s financial assets and liabilities that are measured at fair value on a recurring basis are summarized below:

As of June 30, 2021


As Previously




Reported

Adjustment

As Restated
Unaudited Condensed Consolidated Balance Sheet

Total assets

$
288,690,246

$
—

$
288,690,246
Total liabilities

$
14,058,658

$
—

$
14,058,658
Class A common stock subject to possible redemption

269,631,580

17,868,420

287,500,000
Stockholders’ equity (deficit)






Preferred stock

—

—

—
Class A common stock

256

(178)

78
Class F common stock

719

—

719
Additional paid-in-capital

8,270,788

(8,270,788)

—
Accumulated deficit

(3,271,755)

(9,597,454)

(12,869,209)
Total stockholders’ equity (deficit)

5,000,008

(17,868,420)

(12,868,412)
Total liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)

$
288,690,246

$
—

$
288,690,246


	March 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	—	$	—	$	—	$	—
Total	$	—	$	—	$	—	$	—
Liabilities:
Derivative liability	$	—	$	—	$	6,450	$	6,450
Other non-current liabilities:
Public Warrants		8,107		—		—		8,107
Private Warrants		—		247		—		247
Total	$	8,107	$	247	$	6,450	$	14,804


	December 31, 2021
	Level 1			Level 2		Level 3	Total
Assets:
Cash equivalents:
Money market funds	$	1	$	—	$	—	$	1
Total	$	1	$	—	$	—	$	1
Liabilities:
Derivative liability	$	—	$	—	$	4,875	$	4,875
Other non-current liabilities:
Public Warrants		4,792		—		—		4,792
Private Warrants		—		146		—		146
Total	$	4,792	$	146	$	4,875	$	9,813

~~There~~The Company’s investments in money market funds are measured at amortized cost, which approximates fair value.

The Company’s warrant liability as of March 31, 2022 and December 31, 2021 includes public and private warrants that were originally issued by 890, but which were assumed by the Company as part of the Closing of the Business Combination (the “Public Warrants” and “Private Warrants”, respectively, or together, the “Public and Private Warrants”). The Public and Private Warrants are recorded on the balance sheet at fair value. The carrying amount is ~~no impact~~subject to remeasurement at each balance sheet date. With each remeasurement, the carrying amount is adjusted to fair value, with the change in fair value recognized in the Company’s condensed consolidated statements of operations and comprehensive loss.

The Public Warrants are publicly traded under the symbol “BZFDW”, and the fair value of the Public Warrants at a specific date is determined by the closing price of the Public Warrants as of that date. As such, the Public Warrants are classified within Level 1 of the fair value hierarchy. The closing price of the Public Warrants was $0.85 and $0.50 as of March 31, 2022 and December 31, 2021, respectively.

As of March 31, 2022 and December 31, 2021, Level 3 instruments consisted of the Company’s derivative liability related to the ~~reported amounts for total assets, total liabilities, cash flows,~~Notes. Fair value measurements categorized within Level 3 are sensitive to changes in the assumptions or ~~net income (loss).~~

~~The impact~~methodologies used to determine fair value, and such changes could result in a significant increase or decrease in the fair value. To measure the fair value of the ~~restatement to~~derivative liability, the ~~supplemental disclosures~~Company compared the calculated value of ~~noncash activities in~~ the ~~previously reported statements~~Notes with the indicated value of ~~cash flow is presented below.~~

For the Three Months Ended March 31, 2021


As Previously




Reported

Adjustment

As Restated
Unaudited Condensed Statement of Cash Flows - Supplemental disclosure of noncash activities:






Initial value of Class A common stock subject to possible redemption

$
284,058,140

$
(284,058,140)

$
—
Change in fair value of Class A common stock subject to possible redemption

$
(10,125,110)

$
10,125,110

$
—
Accretion of Class A common stock subject to redemption amount

$
—

$
17,105,848

$
17,105,848

For the Six Months Ended June 30, 2021


As Previously




Reported

Adjustment

As Restated
Unaudited Condensed Consolidated Statement of Cash Flows - Supplemental disclosure of noncash activities:






Initial value of Class A common stock subject to possible redemption

$
272,650,670

$
(272,650,670)

$
—
Change in fair value of Class A common stock subject to possible redemption

$
(3,019,090)

$
3,019,090

$
—
Accretion of Class A common stock subject to redemption amount

$
—

$
17,105,848

$
17,105,848

the host instrument, defined as the straight-debt component of the Notes. The difference between the value of the straight-debt host instrument and the fair value of

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the Notes resulted in the value of the derivative liability. The value of the straight-debt host instrument was estimated based on a binomial lattice model, excluding the conversion option and the make-whole payment upon conversion.

The following table provides quantitative information regarding the significant unobservable inputs used by the Company related to the derivative liability:


	March 31,		December 31,
	2022		2021
Term (in years)	4.7		4.9
Risk-free rate	2.42	%	1.25	%
Volatility	35.4	%	31.5	%

The following table represents the activity of the Level 3 instruments:


	Derivative
	Liability
Balance as of December 31, 2021	$	4,875
Change in fair value of derivative liability		1,575
Balance as of March 31, 2022	$	6,450

There were 0 transfers between fair value measurement levels during the three months ended March 31, 2022.

~~890 5TH AVENUE PARTNERS, INC.~~Equity Investment

For equity investments in entities that the Company does not exercise significant influence over, if the fair value of the investment is not readily determinable, the investment is accounted for at cost, and adjusted for subsequent observable price changes. If the fair value of the investment is readily determinable, the investment is accounted for at fair value. The Company reviews equity investments without readily determinable fair values at each period end to determine whether they have been impaired.

As of March 31, 2022 and December 31, 2021, the Company had an investment in equity securities of a privately-held company without a readily determinable fair value. The total carrying value of the investment, included in prepaid and other assets on the condensed consolidated balance sheets, was $3.6 million and $2.3 million as of March 31, 2022 and December 31, 2021, respectively. The Company concluded that the fair value of the investment increased $1.3 million during the three months ended March 31, 2022 as the result of observable price changes in orderly transactions for a similar investment in the same issuer.

~~NOTES TO UNAUDITED CONDENSED~~ 6. Property and Equipment, net~~CONSOLIDATED~~ ~~FINANCIAL STATEMENTS~~

Property and equipment, net consisted of the following:


	March 31, 2022		December 31, 2021
Leasehold improvements	$	49,692	$	47,573
Furniture and fixtures		6,160		6,029
Computer equipment		5,343		5,134
Video equipment		648		648
Total		61,843		59,384
Less: Accumulated depreciation		(38,778)		(36,332)
Net Carrying Value	$	23,065	$	23,052

Depreciation totaled $2.5 million and $1.9 million for the three months ended March 31, 2022 and 2021, respectively, included in Depreciation and amortization expense.

Table of Contents

7. Capitalized Software Costs, net

Capitalized software costs, net consisted of the following:


	March 31,2022		December 31,2021
Website and internal-use software	$	85,461	$	81,908
Less: Accumulated amortization		(67,559)		(65,354)
Net Carrying Value	$	17,902	$	16,554

During the three months ended March 31, 2022 and 2021, the Company capitalized $3.6 million and $1.3 million, respectively, included in Capitalized software costs and amortized $2.2 million and $3.0 million, respectively, included in Depreciation and amortization expense.

~~In connection with~~8. Intangible Assets, net

The following table presents the ~~change in presentation~~detail of intangible assets for the ~~Class A common stock subject to possible redemption,~~periods presented and the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company. The impact to the reported amounts of weighted average ~~shares outstanding and basic and diluted earnings per common share is presented below for the affected periods:~~remaining useful lives:

For the Three Months Ended March 31, 2021


As Previously




Reported

Adjustment

As Restated
Unaudited Condensed Statement of Operations






Net loss

$
1,040,995

$
—

$
1,040,995

Weighted average shares outstanding of Class A common stock, basic and diluted

23,328,204

1,934,212

25,262,417
Basic and diluted net income per share of Class A common stock

$
—

$
0.03

$
0.03
Weighted average shares outstanding of Class F common stock, basic

8,986,296

(1,934,212)

7,052,083
Weighted average shares outstanding of Class F common stock, diluted

8,986,296

(1,798,796)

7,187,500
Basic and diluted net loss per share of Class F common stock

$
0.12

$
(0.08)

$
0.03


	March 31, 2022								December 31, 2021
	Weighted-								Weighted-
	Average								Average
	Remaining		Gross						Remaining
	Useful Lives		Carrying		Accumulated		Net Carrying		Useful Lives	Gross Carrying		Accumulated
	(in years)		Value		Amortization		Value		(in years)	Value		Amortization		Net Carrying Value
Acquired Technology		2	$	10,600	$	2,628	$	7,972	3	$	10,600	$	1,745	$	8,855
Trademarks and Trade Names		15		111,000		3,206		107,794	15		111,000		1,356		109,644
Trademarks and Trade Names		Indefinite		1,368		—		1,368	Indefinite		1,368		—		1,368
Customer Relationships		4		17,000		1,417		15,583	4		17,000		354		16,646
Total			$	139,968	$	7,251	$	132,717		$	139,968	$	3,455	$	136,513

Amortization expense associated with intangible assets for the three months ended March 31, 2022 and 2021 was $3.8million and $0.3 million, respectively, included in Depreciation and amortization expense.

Estimated future amortization expense as of March 31, 2022 is as follows (in thousands):


Remainder of 2022	$	11,387
2023		15,183
2024		13,438
2025		11,296
2026		7,400
Thereafter		72,645
Total	$	131,349

For the Three Months Ended June 30, 2021


As Previously




Reported

Adjustment

As Restated
Unaudited Condensed Statement of Operations






Net loss

$
(4,301,444)

$
—

$
(4,301,444)

Weighted average shares outstanding of Class A common stock, basic and diluted

27,388,576

2,138,924

29,527,500
Basic and diluted net income per share of Class A common stock

$
—

$
(0.12)

$
(0.12)
Weighted average shares outstanding of Class F common stock, basic and diluted

9,326,424

(2,138,924)

7,187,500
Basic and diluted net loss per share of Class F common stock

$
(0.46)

$
0.34

$
(0.12)

For the Six Months Ended June 30, 2021


As Previously




Reported

Adjustment

As Restated
Unaudited Condensed Statement of Operations






Net loss

$
(3,260,449)

$
—

$
(3,260,449)

Weighted average shares outstanding of Class A common stock, basic and diluted

27,332,731

74,009

27,406,740
Basic and diluted net income per share of Class A common stock

$
—

$
(0.09)

$
(0.09)
Weighted average shares outstanding of Class F common stock, basic and diluted

9,157,299

(2,037,133)

7,120,166
Basic and diluted net loss per share of Class F common stock

$
(0.36)

$
0.27

$
(0.09)

9. Debt

~~Principles~~Revolving Credit Facility

On December 30, 2020, the Company entered into a new three-year, $50.0 million, revolving loan and standby letter of ~~Consolidation~~

credit facility agreement (the “Revolving Credit Facility”). The ~~condensed consolidated financial statements~~Revolving Credit Facility provides for the issuance of up to $15.5 million of standby letters of credit and aggregate borrowings under the Revolving Credit Facility are generally limited to 95% of qualifying investment grade accounts receivable and 90% of qualifying non-investment grade accounts receivable, subject to adjustment at the discretion of the lenders. The Revolving Credit Facility includes covenants that, among other things, require the Company to maintain at least $25.0 million of unrestricted cash at all times, and limits the ability of the Company ~~include its wholly-owned subsidiaries in connection with the planned merger. All inter-company accounts and transactions are eliminated in consolidation.~~to incur additional indebtedness, pay

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~~890 5TH AVENUE PARTNERS, INC.~~dividends, hold unpermitted investments, or make material changes to the business. The Company was in compliance with the financial covenant as of March 31, 2022. The $15.5 million of standby letters of credit were issued during the three months ended March 31, 2021 in favor of certain of the Company’s landlords. The Revolving Credit Facility was amended and restated in connection with the closing of the Business Combination, namely to, among other things, add the Company and certain other entities as guarantors.

~~NOTES TO UNAUDITED CONDENSED~~ ~~CONSOLIDATED~~ ~~FINANCIAL STATEMENTS~~Borrowings under the Revolving Credit Facility bear interest at LIBOR, subject to a floor rate of 0.75%, plus a margin of 3.75% to 4.25%, depending on the level of the Company’s utilization of the facility (4.50% at March 31, 2022), and subject to a monthly minimum utilization of $15.0 million. The facility also includes an unused commitment fee of 0.375%.

The Company had outstanding borrowings of $28.5 million and outstanding letters of credit of $15.5 million under the Revolving Credit Facility at March 31, 2022 and December 31, 2021. The total unused borrowing capacity was $6.0 million and $5.4 million as of March 31, 2022 and December 31, 2021, respectively.

As of March 31, 2022 and December 31, 2021, the Company had $0.3 million of costs in connection with the issuance of debt included in prepaid and other assets in the condensed consolidated balance sheet.

~~Emerging Growth~~Convertible Notes

In June 2021, the Company entered into subscription agreements with certain purchasers to sell $150.0 million aggregate principal amount of unsecured convertible notes due 2026. In connection with the Business Combination, the Company completed the Convertible Note Financing of $150.0 million of unsecured convertible notes. The Notes bear interest at a rate of 8.50% per annum, payable semi-annually. The Notes are convertible into shares of Class A common stock, or a combination of cash and Class A common stock, at the Company’s election, at an initial conversion price of $12.50 and mature on December 3, 2026.

The Company ~~is an “emerging growth company,” as defined in Section 2(a)~~may, at its election, force conversion of the ~~Securities Act, as modified by~~Notes after the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404third anniversary of the ~~Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in~~issuance of the Notes, subject to a holder’s prior right to convert and certain other conditions, if the volume-weighted average trading price of the BuzzFeed Class A common stock is greater than or equal to 130% of the conversion price for more than 20 trading days during a period of 30 consecutive trading days. In the event that a holder of the Notes elects to convert its ~~periodic reports~~Notes after the one year anniversary, and ~~proxy statements, and exemptions~~prior to the three-year anniversary, of the issuance of the Notes, the Company will be obligated to pay an amount equal to: (i) from the ~~requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.~~

~~Further, Section 102(b)(1)~~one year anniversary of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt outissuance of the ~~extended transition~~Notes to the two year anniversary of the issuance of the Notes, an amount equal to 18 month’s interest declining ratably on a monthly basis to 12 month’s interest on the aggregate principal amount of the Notes so converted and (ii) from the two year anniversary of the issuance of the Notes to the three year anniversary of the issuance of the Notes, an amount equal to 12 month’s interest declining ratably on a monthly basis to zero month’s interest, in each case, on the aggregate principal amount of the Notes so converted (the “Interest Make-Whole Payment”). The Interest Make-Whole Payment will be payable in cash. Without limiting a holder’s right to convert the Notes at its option, interest will cease to accrue on the Notes during any period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period,in which ~~means that when a standard is issued or revised and it has different application dates for public or private companies,~~ the Company ~~as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.~~

~~This may make comparison~~would otherwise be entitled to force conversion of the ~~Company’s unaudited condensed consolidated financial statements with another public company that~~Notes, but is ~~neither an emerging growth company nor an emerging growth company that has opted out of using~~not permitted to do so solely due to the ~~extended transition period difficult or impossible because of the potential differences in accounting standards used.~~

~~Use of Estimates~~

The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effectfailure of a trading volume condition ~~situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change~~specified in the ~~near term due~~indenture governing the Notes.

Each holder of a Note will have the right to ~~one or more future confirming events. Actual results could differ from those estimates.~~

~~Concentration of Credit Risk~~

~~Financial instruments that potentially subject~~cause the Company to ~~concentrations~~repurchase for cash all or a portion of ~~credit risk consist~~the Notes held by such holder (i) at any time after the third anniversary of ~~cash accounts~~the closing date, at a price equal to par plus accrued and unpaid interest; or (ii) at any time upon the occurrence of a fundamental change (as defined in the indenture governing the Notes), at a ~~financial institution, which, at times, may exceed~~price equal to 101% of par plus accrued and unpaid interest.

The indenture governing the ~~Federal Depository Insurance Coverage~~Notes includes restrictive covenants that, among other things, limit the Company’s ability to incur additional debt or liens, make restricted payments or investments, dispose of ~~$250,000. As of September 30, 2021,~~significant assets, transfer intellectual property, or enter into transactions with affiliates.

In accounting for the Notes, the Company ~~has not experienced losses on these accounts and management believes~~bifurcated a derivative liability representing the conversion option, with a fair value at issuance of $31.6 million. To measure the fair value of the derivative liability, the Company ~~is not exposed to significant risks on such accounts.~~

~~Cash~~compared the calculated value of the Notes with the indicated value of the host instrument, defined as the straight-debt component of the Notes. The difference between the value of the straight-debt host instrument and ~~Cash Equivalents~~

~~The Company considers all short-term investments with an original maturity~~the fair value of ~~three months or less when purchased to be cash equivalents. The Company had 0 cash equivalents as of September 30, 2021, and December 31, 2020.~~

~~Investments Held~~the Notes resulted in the ~~Trust Account~~

value of the derivative liability. The ~~Company’s portfolio~~value of ~~investments held~~the straight-debt host instrument was estimated based on a binomial lattice model, excluding the conversion option and the make-whole payment upon conversion. The derivative liability is remeasured at each reporting date with the resulting gain or loss recorded in ~~the Trust Account is comprised~~Change in fair value of ~~U.S. government securities,~~derivative liability within the ~~meaning set forth in Section 2(a)(16)~~condensed consolidated statements of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. governmentoperations.

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~~890 5TH AVENUE PARTNERS, INC.~~

~~NOTES TO UNAUDITED CONDENSED~~ ~~CONSOLIDATED~~ ~~FINANCIAL STATEMENTS~~

securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in net gain from investments held in Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

~~Fair Value of Financial Instruments~~

The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheets.

~~Fair Value Measurements~~

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of:

●

~~Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;~~

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

~~Offering Costs Associated with the Initial Public Offering~~

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statements of operations. Offering costs associated with the Public Shares were charged against the carrying value of Class A common stock upon the completion of the Initial Public Offering.

~~Table of Contents~~

~~890 5TH AVENUE PARTNERS, INC.~~

~~NOTES TO UNAUDITED CONDENSED~~ ~~CONSOLIDATED~~ ~~FINANCIAL STATEMENTS~~

~~Working Capital Loan – Related Party~~

The Company has elected the fair value option to account for its working capital loan – related party with its Sponsor as defined and more fully described in Note 4. As a result of applying the fair value option, the Company records each draw at fair value with a gain or loss recognized at issuance, and subsequent changes in fair value are recorded as change in the fair value of working capital loan – related party on the condensed statement of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s and, if applicable, an independent third-party valuation firm’s own assumption about the assumptions a market participant would use in pricing the asset or liability.

~~Derivative Warrant Liabilities~~

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

~~The Company accounts for its warrants issued in connection with its Initial Public Offering and Private Placement~~recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s condensed consolidated statements of operations. The fair value of warrants issued in connection with the Initial Public Offering was initially measured using Binominal Lattice simulation and subsequently been measured on the market price of such warrants at each measurement date when separately listed and traded. The fair value of warrants issued in connection with the Private Placement has been estimated using modified Black-Scholes Option Pricing Model at each measurement date.

~~Class A Common Stock Subject to Possible Redemption~~

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of September 30, 2021, 28,750,000 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets.

Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

~~Net Loss per Share of Common Stock~~

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class F common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of common stock outstanding for the respective period.

~~Table of Contents~~

~~890 5TH AVENUE PARTNERS, INC.~~

~~NOTES TO UNAUDITED CONDENSED~~ ~~CONSOLIDATED~~ ~~FINANCIAL STATEMENTS~~

~~The calculation~~Interest expense on the Notes is recognized at an effective interest rate of ~~diluted net loss per share of common stock does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering~~15% and the Private Placement Warrants to purchase 9,842,500 shares of Class A common stock in the calculation of diluted loss per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net loss per share of common stock is the same as basic net loss per share of common stocktotaled $4.3 million for the three ~~and nine~~ months ended ~~September 30, 2021. Accretion associated with~~March 31, 2022, of which amortization of the ~~redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.~~debt discount and issuance costs comprised $1.2 million.

The ~~table below presents a reconciliation~~net carrying amount of the ~~numerator~~Notes as of March 31, 2022 and ~~denominator used to compute basic and diluted net loss per share of common stock for each class of common stock:~~December 31, 2021 was:

For the Three Months Ended

For the Nine Months Ended

September 30, 2021

September 30, 2021

Class A

Class F

Class A

Class F
Numerator:

Allocation of net loss

$
(333,219)

$
(81,111)

$
(2,930,445)

$
(744,334)
Denominator:

Weighted average common stock outstanding, basic and diluted

29,527,500

7,187,500

28,121,429

7,142,857
Basic and diluted net loss per share of common stock

$
(0.01)

$
(0.01)

$
(0.10)

$
(0.10)


	March 31, 2022		December 31, 2021
Principal outstanding	$	150,000	$	150,000
Unamortized debt discount and issuance costs		(35,473)		(36,627)
Net carrying value	$	114,527	$	113,373

~~Income Taxes~~

The ~~Company follows~~fair value of the ~~asset~~Notes was approximately $127.5 million and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were 0 unrecognized tax benefits$126.0 million as of ~~September 30, 2021.~~March 31, 2022 and December 31, 2021, respectively. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. NaN amounts were accrued for the payment of interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

~~Recently Adopted Accounting Standards~~

~~In August 2020, the FASB issued ASU No. 2020-06,~~ Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoptionfair value of the ~~ASU did not impact the Company’s financial position, results of operations or cash flows.~~

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements.Notes was estimated using Level 3 inputs.

~~Table of Contents~~

~~890 5TH AVENUE PARTNERS, INC.~~

~~NOTES TO UNAUDITED CONDENSED~~ ~~CONSOLIDATED~~ ~~FINANCIAL STATEMENTS~~

~~Note 3—Initial Public Offering~~

On January 14, 2021, the Company consummated its Initial Public Offering of 28,750,000 Units, including 3,750,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $287.5 million, and incurring offering costs of approximately $6.2 million.

~~Each Unit consists of 1 share of Class A common stock, and~~ ~~one~~-third of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase 1 share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8).

A certain qualified institutional buyer (the “Anchor Investor”) purchased 1,000,000 Units in the Initial Public Offering. The Anchor Investor subscribed for membership interests in the Sponsor representing an indirect beneficial interest in 212,621 Founder Shares and 28,750 Private Placement Units.

The Anchor Investor agreed to vote any shares that it holds (including any Public Shares that it holds) in favor of the initial Business Combination, and a smaller portion of affirmative votes from other Public Stockholders would be required to approve the initial Business Combination. As a result of the Private Placement Units that the Anchor Investor holds, it may have different interests with respect to a vote on an initial Business Combination than other Public Stockholders.

~~The Anchor Investor will not have any rights to the funds held in the Trust Account beyond the rights afforded to the Public Stockholders, as described herein.~~

~~Note 4—Related Party Transactions~~

~~Founder Shares~~

In October 2020, the Sponsor purchased 7,187,500 shares of the Company’s Class F common stock, par value $0.0001 per share, (the “Founder Shares”) for an aggregate price of $25,000. The initial stockholders agreed to forfeit up to 937,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering (excluding the shares comprising the Private Placement Units). The underwriter exercised its over-allotment option in full on January 14, 2021; thus, the 937,500 Founder Shares were no longer subject to forfeiture.

The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property.

~~Private Placement Units~~

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 777,500 Private Placement Units at a price of $10.00 per Private Placement Unit to the Sponsor, PA 2 Co-Investment LLC, and Craig-Hallum Capital Group LLC and its affiliate, generating proceeds of approximately $7.8 million, and incurring offering cots of approximately $12,000.

Each whole private placement warrant underlying the Private Placement Units (the “Private Placement Warrants”) is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the Private Placement Units has been added to the proceeds from the Initial Public Offering to be held in the Trust Account. The Private Placement Units (including the shares comprising the Private Placement Units, the Private Placement Warrants

~~Table of Contents~~

~~890 5TH AVENUE PARTNERS, INC.~~

~~NOTES TO UNAUDITED CONDENSED~~ ~~CONSOLIDATED~~ ~~FINANCIAL STATEMENTS~~

and shares of Class A common stock issuable upon exercise of such warrants) are not transferable or salable until 30 days after the completion of the initial Business Combination, and are not subject to redemption. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Units and the underlying securities will expire worthless.

The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Units until 30 days after the completion of the initial Business Combination.

~~Related Party Loans~~

On October 15, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed $300,000 under the Note as of December 31, 2020, and repaid the Note in full on January 14, 2021.

In addition, an affiliate of the Sponsor advanced approximately $13,000 to cover for certain expenses on behalf of the Company. The Company reimbursed the advances from the affiliate of the Sponsor in full in February 2021.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of our management team or any of their affiliates or other third parties, may, but are not obligated to (except as described below), loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but 0 proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

On May 27, 2021, the Sponsor committed to provide to the Company an aggregate of up to $1.6 million in loans, and on August 6, 2021, the Sponsor committed to provide to the Company an additional amount of up to $0.8 million in loans for an aggregate of up to $2.4 million in loans, in each case in order to finance the Company’s working capital needs (including transaction costs in connection with a Business Combination). As described above, up to $1.5 million of the Sponsor Loan Commitment (in the aggregate with any other Working Capital Loans) may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. As of September 30, 2021, the Company borrowed from the Sponsor the amount of $1.0 million under the Sponsor Loan Commitment, presented at an estimate of its fair value on the accompanying unaudited condensed balance sheets.

~~Administrative Services Agreement~~

Commencing on the date of the listing of the Units on the Nasdaq Capital Market through the earlier of the consummation of the initial Business Combination or the liquidation of the Company, the Company will pay the Sponsor $20,000 per month for office space, utilities, general office and secretarial support, and administrative and support services. For the three and nine months ended September 30, 2021, the Company incurred and paid approximately $60,000 and $180,000 in expenses for these services, respectively.

In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential partner businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, executive officers or directors, or the

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~~890 5TH AVENUE PARTNERS, INC.~~

~~NOTES TO UNAUDITED CONDENSED~~ ~~CONSOLIDATED~~ ~~FINANCIAL STATEMENTS~~

~~Company’s or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account.~~

~~Note 5—Commitments & Contingencies~~

~~Registration Rights~~

The holders of Founder Shares, Private Placement Units and units that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Units and units that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders are entitled to make up to certain demands, excluding short form demands, that the Company registered such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~Underwriting Agreement~~

~~The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $5.8 million in the aggregate, paid upon the closing of the Initial Public Offering.~~

~~Business Combination Marketing Agreement~~

The Company engaged certain underwriters in connection with the Business Combination to assist the Company in holding meetings with the stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the initial Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The scope of engagement excludes identifying and/or evaluating possible acquisition candidates. Pursuant to the agreement with the underwriters, the marketing fee payable to the underwriters will be 3.5% of the gross proceeds of the Initial Public Offering, approximately $10.1 million in the aggregate.

~~Risks and Uncertainties~~

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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~~890 5TH AVENUE PARTNERS, INC.~~

~~NOTES TO UNAUDITED CONDENSED~~ ~~CONSOLIDATED~~ ~~FINANCIAL STATEMENTS~~

~~Note 6~~—~~Warrants~~

As of September 30, 2021, there were 9,583,333 Public Warrants and 259,167 Private Placement Warrants outstanding. There were 0 warrants outstanding at December 31, 2020. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of the Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

The warrants have an exercise price of $11.50 per whole share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination, at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial stockholders or their respective affiliates, without taking into account any Founder Shares or shares comprising the Private Placement Units held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination, and (z) the volume weighted average trading price of the Class A common stock during the 10 trading day period starting on the trading day after the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the Market Value.

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

~~Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00:~~

~~Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement Warrants):~~

●

~~in whole and not in part;~~

●

~~at a price of $0.01 per Warrant;~~

●

~~upon a minimum of 30 days’ prior written notice of redemption; and~~

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~~890 5TH AVENUE PARTNERS, INC.~~

~~NOTES TO UNAUDITED CONDENSED~~ ~~CONSOLIDATED~~ ~~FINANCIAL STATEMENTS~~

●

if, and only if, the last reported sale price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities as described above) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the warrants unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

~~If the Company calls the warrants for redemption as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.”~~

In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

~~Redemption of warrants for when the price per share of Class A common stock equals or exceeds $10.00:~~

~~Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding Public Warrants:~~

●

~~in whole and not in part;~~

●

~~at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption~~ ~~provided~~ that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock;

●

~~upon a minimum of 30 days’ prior written notice of redemption;~~

●

if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders;

●

if and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto is available throughout the 30-day period after the written notice of redemption is given.

~~Note 7 – Class A Common Stock Subject to Possible Redemption~~

The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to 1 vote for each share. As of September 30, 2021, there were 29,527,500 Class A common stock outstanding, 28,750,000 of which were subject to possible redemption and are classified outside of permanent equity in the condensed consolidated balance sheet.

~~The Class A common stock subject to possible redemption reflected on the condensed consolidated balance sheet is reconciled on the following table:~~

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~~890 5TH AVENUE PARTNERS, INC.~~

~~NOTES TO UNAUDITED CONDENSED~~ ~~CONSOLIDATED~~ ~~FINANCIAL STATEMENTS~~

Gross proceeds received from Initial Public Offering

$
287,500,000
Less:


Fair value of Public Warrants at issuance

(11,116,667)
Offering costs allocated to Class A common stock

(5,989,181)
Plus:


Accretion on Class A common stock to redemption value

17,105,848
Class A common stock subject to possible redemption

$
287,500,000

10.Redeemable Noncontrolling Interest

The redeemable noncontrolling interest represents the interests in BuzzFeed Japan held by Yahoo Japan, which is puttable to the Company in certain conditions, none of which were met at March 31, 2022, including material breach of the Joint Venture Agreement with Yahoo Japan (“JVA”) by the Company or the bankruptcy or liquidation of the Company. The redeemable noncontrolling interest is presented outside of the permanent equity on the Company’s condensed consolidated balance sheets as the put right is outside of the Company’s control. Pursuant to the terms of the original JVA, Yahoo Japan held a 49% interest in BuzzFeed Japan. On May 1, 2021, The HuffingtonPost Japan, Limited, a consolidated subsidiary, merged into BuzzFeed Japan. As a result of the merger, Yahoo Japan’s interest in the combined entity was diluted to 24.5%.

The table below presents the reconciliation of changes in redeemable noncontrolling interest:


	2022		2021
Balance as of January 1,	$	2,294	$	848
Allocation of net (income) loss		164		60
Balance as of March 31,	$	2,458	$	908

~~Note 8—~~11.Stockholders’ Equity ~~(Deficit)~~

~~Preferred~~Common Stock~~- The~~

In connection with the closing of the Business Combination, the Company ~~filed its initial Certificate~~authorized the issuance of ~~Incorporation on September 9, 2020, which authorized 0~~700,000,000 shares of ~~preferred stock. The~~Class A common stock, par value $0.0001 per share, 20,000,000 shares of Class B common stock, par value $0.0001 per share, and 10,000,000 shares of Class C common stock, par value $0.0001 per share. Each share of Class A common stock is entitled to 1 vote and each share of Class B common stock is entitled to 50 votes. Class C common stock is 0n-voting.

Preferred Stock

In connection with the closing of the Business Combination, the Company ~~filed its A&R Certificate~~authorized the issuance of ~~Incorporation on January 11, 2021, which authorized 5,000,000~~50,000,000 shares of preferred stock, par value $0.0001 per share. The ~~Company~~board of directors is authorized, without further stockholder approval, to issue ~~5,000,000~~such preferred stock in one or more series, to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. There were 0 issued and outstanding shares of preferred stock ~~par value $0.0001 per share, with such designations, voting and other rights and preferences~~ as ~~may be determined from time to time by the Company’s board~~ of ~~directors. As of September 30, 2021, and~~March 31, 2022 or December 31, ~~2020, there were 0 shares of preferred stock issued or outstanding.~~

~~Class A Common Stock~~- The Company filed its initial Certificate of Incorporation on September 9, 2020, which authorized 0 shares of Class A common stock. The Company filed its A&R Certificate of Incorporation on January 11, 2021, which authorized 500,000,000 shares of Class A common stock, par value $0.0001 per share. The Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of September 30, 2021, there were 29,527,500 shares of Class A common stock issued and ~~outstanding, including 28,750,000 shares of Class A common stock subject to possible redemption. At December 31, 2020, there were 0 Class A common stock issued and~~ ~~outstanding~~.

~~Class F Common Stock -~~The Company is authorized to issue 25,000,000 shares of Class F common stock with a par value of $0.0001 per share. In October 2020, the Company issued 7,187,500 shares of Class F common stock, including an aggregate of 937,500 shares of Class F common stock that were subject to forfeiture, to the Company by the initial stockholders for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the initial stockholders would collectively own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering (excluding the shares comprising the Private Placement Units). The underwriter exercised its over-allotment option in full on January 14, 2021; thus, the 937,500 shares of Class F common stock were no longer subject to forfeiture.

Holders of the Class A common stock and holders of the Class F common stock of record are entitled to one vote for each share held on all matters to be voted on by stockholders, including any vote in connection with the initial Business Combination, and vote together as a single class, except as required by law.

The Class F common stock will automatically convert into Class A common stock at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to increase in respect of the issuance of certain securities, as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities (as described herein), are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of Class F common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class F common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class F common stock will equal, in the aggregate, 20% of the aggregate number of all shares of common stock outstanding upon the completion of the Initial Public Offering, plus the aggregate number of shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (net of the number of shares of Class A common stock redeemed in connection with the initial Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination.

2021.

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~~890 5TH AVENUE PARTNERS, INC.~~

~~NOTES TO UNAUDITED CONDENSED~~ ~~CONSOLIDATED~~ ~~FINANCIAL STATEMENTS~~

~~Note 9—Fair Value Measurements~~Stock-Based Compensation

~~The following table presents information about~~Stock Options

A summary of the stock option activity under the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.equity incentive plans is presented below:

Fair Value Measured as of September 30, 2021


Level 1

Level 2

Level 3

Total
Assets

Investments held in Trust Account - U.S. Treasury securities

$
287,510,994

$
—

$
—

$
287,510,994
Liabilities:

Working capital loan - related party

$
—

$
—

$
1,000,000

$
1,000,000
Warrant liabilities - public warrants

$
11,883,333

$
—

$
—

$
11,883,333
Warrant liabilities - private warrants

$
—

$
—

$
331,109

$
331,109


			Weighted		Weighted
			Average		Average	Aggregate
	Number of	��	Exercise		Remaining	Intrinsic
	Shares		Price		Term	Value
Balance as of December 31, 2021	4,560		$	6.29	3.07	$	2,670
Granted	593			4.33
Exercised	(308)			1.02
Forfeited	(83)			6.48
Expired	(407)			7.38
Balance as of March 31, 2022	4,355			6.29	4.03		1,766
Expected to vest at March 31, 2022	4,355			6.29	4.03		1,766
Exercisable at March 31, 2022	3,274			6.18	2.38		1,261

As of ~~December~~March 31, ~~2020, there were no assets or liabilities that were measured at fair value on a recurring basis.~~2022, the total share-based compensation costs not yet recognized related to unvested stock options was $3.0 million, which is expected to be recognized over the weighted-average remaining requisite service period of 1.5 years.

Restricted Stock Units

A summary of Restricted Stock Unit (“RSU”) activity is presented below:


		Weighted Average Grant-
	Shares	Date Fair Value
Outstanding as of December 31, 2021	5,235	$	8.88
Granted	4,438		4.33
Vested	(167)		5.73
Forfeited	(32)		6.32
Outstanding as of March 31, 2022	9,474	$	6.82

~~Transfers to/from Levels 1, 2, and 3 are recognized at the beginning~~

As of ~~the reporting period. The estimated fair value~~March 31, 2022, there was approximately $23.3 million of ~~the Public Warrants transferred from a Level 3 measurement~~unrecognized compensation costs related to ~~a Level 1 fair value measurement in March 2021, when the Public Warrants were separately listed and traded. There were no other transfers~~RSUs. Included in the ~~three~~above are 2.5 million RSUs that vest based on service and upon the occurrence of a sale transaction (“Acquisition”) or ~~nine months ended September 30, 2021.~~the completion of an initial public offering (“Liquidity 1 RSUs”). The Two-Step Merger did not result in the satisfaction of this liquidity condition as it does not meet the definition of an Acquisition per the award agreements. Unrecognized compensation costs related to these RSUs totaled $21.2 million at March 31, 2022.

~~Level~~On May 12, 2022, the Board of Directors waived the liquidity condition associated with the Liquidity 1 ~~instruments include investments invested~~RSUs, permitting them to vest (based on service). Refer to Note 20 of our unaudited condensed consolidated financial statements included elsewhere in ~~government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers,~~this Quarterly Report on Form 10-Q for additional information with respect to the Liquidity 1 RSUs and ~~other similar sources to determine~~ the ~~fair value of its investments.~~waiver.

Stock-Based Compensation Expense

The ~~fair value of public warrants issued~~following table summarizes stock-based compensation cost included in ~~connection with~~ the Initial Public Offering was initially measured using Binominal Lattice simulation and subsequently been measured at the market price of such warrants at each measurement date when separately listed and traded. The fair value of private warrants issued in connection with the Private Placement is estimated using modified Black-Scholes Option Pricing Model at each measurement date. For the three months ended September 30, 2021, the Company recognized a gain resulting from a decrease in the fair value of warrant liabilities of approximately ~~$110,000~~ ~~and for the nine months ended September 30, 2021, the Company recognized a loss from an increase of approximately~~ ~~$807,000~~ ~~presented as change in fair value of derivative warrant liabilities on the accompanying unaudited~~ condensed consolidated statements of ~~operations.~~

~~The change in the fair value of the Level 3 derivative warrant liabilities for the period for the three and nine months ended September 30, 2021, is summarized as follows:~~operations:

Warrant liabilities at January 1, 2021

$
—
Issuance of public and private warrants

11,407,475
Public warrants transfer to Level 1

(11,116,667)
Change in fair value of warrant liabilities

(63,958)
Warrant liabilities at March 31, 2021

226,850
Change in fair value of warrant liabilities

118,017
Warrant liabilities at June 30, 2021

344,867
Change in fair value of warrant liabilities

(13,758)
Warrant liabilities at September 30, 2021

$
331,109


	Three Months Ended March 31,
	2022		2021
Cost of revenue, excluding depreciation and amortization	$	460	$	42
Sales and marketing		722		29
General and administrative		2,598		54
Research and development		160		13
Total	$	3,940	$	138

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~~890 5TH AVENUE PARTNERS, INC.~~12.Net Loss Per Share

~~NOTES TO UNAUDITED CONDENSED~~ ~~CONSOLIDATED~~ ~~FINANCIAL STATEMENTS~~Net loss per share is computed using the two-class method. Basic net loss per share is computed using the weighted average number of shares of common stock outstanding for the period. Diluted net loss per share reflects the effect of the assumed exercise of stock options, the vesting of RSUs, the exercise of warrants, the conversion of the Notes, and the conversion of convertible preferred stock only in the periods in which such effect would have been dilutive.

Holders of convertible preferred stock did not participate in losses and, accordingly, losses for the three months ended March 31, 2021 were allocated entirely to holders of Class A, Class B, and Class C common stock. For the three months ended March 31, 2022 and 2021, net loss per share amounts were the same for Class A, Class B, and Class C common stock because the holders of each class are entitled to equal per share dividends.

The table below presents the computation of basic and diluted net loss per share:


	Three Months Ended March 31,
	2022		2021
Numerator:
Net loss	$	(44,566)	$	(11,325)
Net income attributable to the redeemable noncontrolling interest		164		60
Net income (loss) attributable to noncontrolling interests		164		(18)
Net loss attributable to holders of Class A, Class B, and Class C common stock	$	(44,894)	$	(11,367)
Denominator:
Weighted average common shares outstanding, basic and diluted		136,425		15,188
Net loss per common share, basic and diluted	$	(0.33)	$	(0.75)

The table below presents the details of securities that were excluded from the calculation of diluted net income (loss) per share as the effect would have been anti-dilutive:


	Three Months Ended March 31,
	2022	2021
Stock options	4,355	9,355
Restricted stock units	7,019	—
Warrants	9,876	—
Convertible notes	12,000	—
Convertible preferred stock	—	94,360

Additionally, the calculation of diluted loss per share excluded 2.5 million and 5.3 million RSUs at March 31, 2022 and 2021, respectively, for which the related liquidity condition had not been met.

13.Income Taxes

The Company’s tax provision or benefit from income taxes for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any. Each quarter the Company updates its estimate of the annual effective tax rate and makes a year-to-date adjustment to the provision.


	Three Months Ended March 31,
	2022			2021
Income tax provision (benefit)	$	350		$	(4,816)
Effective tax rate		(0.8)	%		29.8	%

For the three months ended March 31, 2022, the Company’s effective tax rate differed from the U.S. federal statutory income tax rate of 21% primarily due to limited tax benefits provided for against its current year pre-tax operating loss as the Company maintains a full valuation allowance against its U.S. deferred tax assets that are not realizable on a more-likely-than-not basis.

For the three months ended March 31, 2021, the Company’s effective tax rate differed from the U.S. federal statutory income tax rate of 21% primarily due to a valuation allowance against net deferred tax assets that were not realizable on a more-likely-than-not

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basis; however, the Company recorded a $4.3 million discrete tax benefit related to the release of a portion of the Company’s previously established valuation allowance to offset deferred tax liabilities arising from the HuffPost Acquisition.

The Company, or one of its subsidiaries, files its tax returns in the U.S. and certain state and foreign income tax jurisdictions with varying statute of limitations. The major jurisdictions in which the Company is subject to potential examination by tax authorities are the United States, the United Kingdom, Japan, and Canada.

14.Restructuring Costs

On March 22, 2022, in connection with the acquisition of Complex Networks, the Company approved certain organizational changes to align sales and marketing and general and administrative functions as well as changes in content to better serve audience demands. The Company incurred approximately $1.8 million of restructuring costs, comprised mainly of severance and related benefit costs, of which $1.3 million were included in cost of revenue, excluding depreciation and amortization, $0.2 million were included in sales and marketing, and $0.3 million were included in general and administrative. As of March 31, 2022, the $1.8 million of restructuring costs remain unpaid and are included in Accrued compensation on the condensed consolidated balance sheet. These costs are expected to be paid in the second quarter of 2022.

Additionally, on March 22, 2022, as part of a strategic repositioning of BuzzFeed News, the Company shared with NewsGuild, the representative of the BuzzFeed News bargaining unit, a voluntary buyout proposal covering certain desks. That proposal was then negotiated as part of collective bargaining between the BuzzFeed News Union and the Company. On May 6, 2022 the BuzzFeed News Union ratified its collective bargaining agreement with the Company. Also on May 6, 2022, the Company presented BuzzFeed News employees, including members of the BuzzFeed News bargaining unit, with the final negotiated voluntary buyout proposal. Employees have 45 days from May 6, 2022, to indicate whether they will accept the Company’s voluntary buyout proposal.

On March 9, 2021, the Company announced a restructuring of HuffPost, including employee terminations, in order to efficiently integrate the HuffPost Acquisition and establish an efficient cost structure. The Company incurred approximately $3.6 million in severance costs related to the restructuring, of which $3.2 million were included in cost of revenue, excluding depreciation and amortization, $0.3 million were included in sales and marketing, and $0.1 million were included in research and development.

15.Leases

The Company leases office space under non-cancelable operating leases with various expiration dates through 2029. The Company accounts for leases under ASC 842 by recording right-of-use assets and liabilities. The right-of-use asset represents the Company’s right to use underlying assets for the lease term and the lease liability represents the Company’s obligation to make lease payments under the lease. The Company determines if an arrangement is or contains a lease at contract inception and exercises judgment and applies certain assumptions when determining the discount rate, lease term and lease payments. ASC 842 requires a lessee to record a lease liability based on the discounted unpaid lease payments using the interest rate implicit in the lease or, if the rate cannot be readily determined, the incremental borrowing rate. Generally, the Company does not have knowledge of the rate implicit in the lease and, therefore, uses its incremental borrowing rate for a lease. The lease term includes the non-cancelable period of the lease plus any additional periods covered by an option to extend that the Company is reasonably certain to exercise. The Company’s lease agreements generally do not contain any material residual value guarantees or material restrictive covenants. Certain of the Company’s lease agreements include escalating lease payments. Additionally, certain lease agreements contain renewal provisions and other provisions which require the Company to pay taxes, insurance, or maintenance costs.

The Company subleases certain leased office space to third parties when it determines there is excess leased capacity. Sublease rent income is recognized as an offset to rent expense on a straight-line basis over the lease term. In addition to sublease rent, other costs such as common-area maintenance, utilities, and real estate taxes are charged to subtenants over the duration of the lease for their proportionate share of these costs.

The following illustrates the lease costs for the three months ended March 31, 2022:


	March 31, 2022
Operating lease cost	$	7,727
Sublease income		(1,829)
Total lease cost	$	5,898

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~~The estimated fair value~~All components of total lease cost are recorded within General and administrative expenses within the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Binominal Lattice simulation and modified Black-Scholes Option Pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The fair valuecondensed consolidated statement of ~~the working capital loan is estimated using a Scenario-based method.~~operations. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.does not have material short-term or variable lease costs.

The following ~~table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:~~amounts were recorded in condensed consolidated balance sheet related to operating leases:

September 30, 2021

January 14, 2021

Exercise price

$
11.50

$
11.50

Stock Price

$
9.91

$
10.00

Term (in years)

5.17

5.00

Volatility

18.90
%

18.00
%
Risk-free interest rate

1.01
%

0.82
%
Dividend yield

—

—


	March 31, 2022
Assets
Right-of-use assets	$	73,103
		73,103
Liabilities
Current lease liabilities		24,258
Noncurrent lease liabilities		66,174
Total lease liabilities	$	90,432

Other information related to leases was as follows:


	March 31, 2022
Supplemental cash flow information:
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows for operating lease liabilities	$	8,419


	March 31, 2022
Weighted average remaining lease term (years)	3.72
Weighted average discount rate	13.00	%

~~Note 10—Subsequent Events~~

~~Management has evaluated subsequent events to determine if events or transactions occurring through the date the unaudited condensed consolidated financial statements~~Maturities of lease liabilities as of March 31, 2022 were issued required potential adjustment to or disclosure in the unaudited condensed consolidated financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed.as follows:


Year	Operating Leases
Remainder of 2022	$	25,769
2023		32,174
2024		23,859
2025		21,123
2026		8,415
Thereafter		2,574
Total lease payments		113,914
Less: imputed interest		(23,482)
Total	$	90,432

Sublease receipts to be received in the future under noncancelable subleases as of March 31, 2022 were as follows:


Year	Amount
Remainder of 2022	$	5,505
2023		7,204
2024		7,048
2025		7,048
2026		2,763
Thereafter		178
Total	$	29,746

2426

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Future minimum lease payments under leases having initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2021 are as follows:


Year	Amount
2022	$	33,817
2023		31,910
2024		23,885
2025		21,148
2026		8,441
Thereafter		2,642
Total	$	121,843

16.Commitments and Contingencies

Guarantees

In September 2018, at the time of its equity investment in a private company, the Company agreed to guarantee the lease of the investee’s premises in New York. In October 2020, the investee renewed its lease agreement, and the Company’s prior guarantee was replaced with a new guarantee of up to $5.4 million. The amount of the guarantee is reduced as the investee makes payments under the lease. As of March 31, 2022, the maximum amount of the guarantee was $2.3 million, and no liability was recognized with respect to the guarantee.

In the course of its business, the Company both provides and receives indemnities which are intended to allocate certain risks associated with business transactions. Similarly, the Company may remain contingently liable for various obligations of a business that has been divested in the event that a third party does not fulfill its obligations under an indemnification obligation. The Company records a liability for indemnification obligations and other contingent liabilities when probable and reasonably estimable.

Legal Matters

The Company is party to various lawsuits and claims in the ordinary course of business. Although the outcome of such matters cannot be predicted with certainty and the impact that the final resolution of such matters will ultimately have on the Company’s condensed consolidated financial statements is not known, we do not believe that the resolution of these matters will have a material adverse effect on the Company’s future results of operations or cash flows.

The Company settled or resolved certain legal matters during the three months ended March 31, 2022 and 2021 that did not individually or in the aggregate have a material impact on the Company’s business or its condensed consolidated balance sheets, results of operations or cash flows.

17.Segment Information

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and in assessing performance.

The Company has determined that its chief executive officer (“CEO”) is its CODM who makes resource allocation decisions and assesses performance based upon financial information at the consolidated level. The Company manages its operations as a single segment for the purpose of assessing and making operating decisions. Since the Company operates in 1 operating segment, all required financial segment information can be found in the condensed consolidated financial statements.

18.Related Party Transactions

The Company recognized revenue from NBCUniversal Media, LLC (“NBCU”) of $0.5 million and $0.1 million for the three months ended March 31, 2022 and 2021, respectively. The Company recognized expenses under contractual obligations from NBCU of $0.2 million and $0.2 million for the three months ended March 31, 2022 and 2021, respectively. The Company had outstanding receivable balances of $0.6 million and $1.2 million from NBCU as of March 31, 2022 and December 31, 2021, respectively. The

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Company had outstanding payable balances of $0.5 million and $0.3 million to NBCU as of March 31, 2022 and December 31, 2021, respectively.

19. Supplemental Disclosures

Film Costs

Film costs, which were included in prepaid and other assets on the condensed consolidated balance sheets, were as follows:


	March 31, 2022		December 31, 2021
Individual Monetization:
Feature films in production	$	4,513	$	3,690
Total	$	4,513	$	3,690

NaN amortization of film costs was recorded during the three months ended March 31, 2022 or 2021.

Supplemental Cash Flow Disclosures


	Three Months Ended March 31,
	2022		2021
Cash paid for income taxes, net	$	218	$	816
Cash paid for interest		331		173
Non-cash investing and financing activities:
Accounts payable and accrued expenses related to property and equipment		402		384
Issuance of common stock for HuffPost Acquisition		—		24,064

20. Subsequent Events

On May 6, 2022, the BuzzFeed News Union ratified a collective bargaining agreement with the Company. Also on May 6, 2022, the Company presented BuzzFeed News employees with the final negotiated voluntary buyout proposal. Employees have 45 days from May 6, 2022 , to indicate whether they will accept the Company’s voluntary buyout proposal. The amount of expense the Company will recognize will depend on the number of employees who accept the voluntary buyout proposal, as well as their respective salaries and years of service. Refer to Note 14 of our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information with respect to our restructuring activities.

On May 12, 2022, the Board of Directors waived the liquidity condition associated with the Liquidity 1 RSUs, permitting the RSUs to vest (based on service). This waiver represented a modification under ASC 718, and as the Liquidity 1 RSUs were not considered probable of vesting prior to the modification, the Company remeasured the Liquidity 1 RSUs based on our closing stock price on May 12, 2022. The Company recognized approximately $8.2 million of stock-based compensation associated with these RSUs in the second quarter of 2022. There were 2.4 million Liquidity 1 RSUs outstanding as of May 12, 2022, and 2.1 million were vested based on service (0.1 million of these RSUs belong to our Named Executive Officers). Refer to Note 11 of our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information with respect to the Liquidity 1 RSUs.

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~~Item~~ITEM 2. ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~References to the “Company,” “890 5th Avenue Partners, Inc.,” “our,” “us” or “we” refer to 890 5th Avenue Partners, Inc.~~ The following discussion and analysis of ~~the Company’s~~our financial condition and results of operations should be read in conjunction with the ~~unaudited interim~~ condensed consolidated financial statements of BuzzFeed and ~~the~~related notes thereto ~~contained~~included elsewhere in this ~~report. Certain information contained in the~~Quarterly Report on Form 10-Q. This discussion ~~and analysis set forth below includes~~contains forward-looking statements that involve risks and uncertainties.

~~Cautionary Note Regarding Forward-Looking Statements~~

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our Our actual results ~~levels of activity, performance or achievements to be~~could differ materially ~~different~~ from ~~any future results, levels of activity, performance or achievements expressed or implied by~~ such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that ~~might~~could cause or contribute to such ~~a discrepancy~~differences include, but are not limited to, those ~~described~~identified below and those discussed in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q and in our other SEC filings. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Company Overview

BuzzFeed is a premier digital media company for the most diverse, most online, and most socially connected generations the world has ever seen. Across food, news, pop culture and commerce, our brands drive conversation and inspire what audiences watch, read, buy, and obsess over next. With a portfolio of iconic, globally-loved brands that includes BuzzFeed, Tasty, BuzzFeed News, HuffPost, and Complex Networks, the Company reaches more than 100 million viewers monthly. And, across our combined network of brands, we are the number one destination for Gen Z and Millennials amongst our competitive set.

BuzzFeed curates the Internet, and acts as an “inspiration engine,” driving both online and real-world action and transactions. Our strong audience signal and powerful content flywheel enabled us to create category-leading brands and a deep, two-way connection with our audiences, as well as high-quality content at massive scale and low cost. Working across platforms allows us to adapt content from one platform and innovate around new formats to drive engagement on other platforms. This means we can reach our audiences wherever they are — across our owned and operated properties and the major social platforms, including Facebook, Twitter, Instagram, Snapchat, YouTube and TikTok. In 2021, our audiences consumed nearly 800 million hours of content which drove approximately $600 million in attributable transactions.

As the digital media landscape has evolved, so has our business model. Our strength has always been to adapt as the world changes. Founded by Jonah Peretti in 2006, BuzzFeed started as a lab in New York City’s Chinatown, experimenting with how the Internet could change how content is consumed, distributed, interacted with, and shared. This pioneering work was followed by a period of significant growth, during which BuzzFeed became a household name. Over the last few years, we have prioritized investments to focus on revenue diversification and profitability. Our data-driven approach to content creation and our cross-platform distribution network have enabled us to monetize our content by delivering a comprehensive suite of digital advertising products and services and introducing new, complementary revenue streams.

Above all, BuzzFeed’s mission is to spread truth, joy and creativity. We are committed to making the Internet better: providing trusted, quality, brand-safe entertainment and news; making content on the Internet more inclusive, empathetic and creative; and inspiring our audience to live better lives.

The HuffPost Acquisition and Verizon Investment

On February 16, 2021, we completed the acquisition of TheHuffingtonPost.com, Inc. (“HuffPost”) (excluding HuffPost’s business in Brazil and India) (the “HuffPost Acquisition”), a ~~blank check company incorporated in Delaware on September 9, 2020. We were formed for the purpose~~publisher of ~~effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”~~online news and media content, from entities controlled by Verizon Communications Inc. (“Verizon”). We ~~are~~issued 6,478,032 shares of non-voting BuzzFeed Class C common stock to an ~~emerging growth company~~entity controlled by Verizon, of which 2,639,322 were in exchange for the acquisition of HuffPost and 3,838,710 were in exchange for a concurrent $35.0 million cash investment in BuzzFeed by an affiliate of Verizon, which was accounted for as ~~such,~~a separate transaction. The share amounts presented in the ~~Company is subject to all of the risks associated with emerging growth companies.~~

~~Sponsor and Financing~~

Our sponsor is 200 Park Avenue Partners, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for our Initial Public Offering was declared effective on January 11, 2021. On January 14, 2021, we consummated our Initial Public Offering of 28,750,000 units (the “Units” and, with respectpreceding sentence give effect to the Class A common stock included in the Units being offered, the “Public Shares”), including 3,750,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $287.5 million, and incurring offering costs of approximately $6.2 million.

Simultaneously with the closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 777,500 units (each, a “Private Placement Unit” and collectively, the “Private Placement Units”) at a price of $10.00 per Private Placement Unit to the Sponsor, PA 2 Co-Investment LLC (an affiliate of Cowen and Company, LLC, a representative of the underwriters), and Craig-Hallum Capital Group LLC (a representative of the underwriters) and its affiliate, generating proceeds of approximately $7.8 million, and incurring offering costs of approximately $12,000.Reverse Recapitalization.

~~Trust Account~~

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~~Initial Business Combination~~

Our management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that we will be able to complete a Business Combination successfully. We must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding taxes payable on the income earned on the trust account) at the time of signing a definitive agreement in connection with the initial Business Combination. However, we will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

If we are unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or January 14, 2023 (the “Combination Period”), we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

~~Proposed~~The Business Combination

On June 24, 2021, we entered into anthe Merger Agreement ~~and Plan of Merger (as amended from time to time, including by that certain Amendment No. 1 to Agreement and the Plan of Merger dated as of October 28, 2021, the “Merger Agreement”),~~ by and among ~~us, Bolt~~890, Merger Sub I, ~~Inc., a Delaware corporation and a direct, wholly owned subsidiary of us (“Merger Sub I”), Bolt~~ Merger Sub II, ~~Inc.,~~and Legacy BuzzFeed. 890 was a ~~Delaware corporation and~~special purpose acquisition company formed to acquire one or more operating businesses through a ~~direct, wholly owned subsidiary of the us (“Merger Sub II”), and BuzzFeed, Inc., a Delaware corporation (“BuzzFeed”).~~

business combination. The Merger Agreement ~~provides~~provided for, among other things, the following transactions at the closing: Merger Sub I ~~will merge~~merged with and into Legacy BuzzFeed, with Legacy BuzzFeed as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly owned subsidiary of ~~the Company (the “Merger”).~~890. Immediately following the Merger, Legacy BuzzFeed ~~will merge~~merged with and into Merger Sub II (the “Second Merger,” together with the Merger, the “Two-Step Merger”) with Merger Sub II being the surviving company of the Second Merger. The Two-Step Merger and the other transactions contemplated by the Merger Agreement are hereinafter referred to as the “Business Combination.”

In accordance with the terms and subject to the conditions of the Merger Agreement, each share of Class A common stock of BuzzFeed, Class B common stock of BuzzFeed, Class C common stock of BuzzFeed and preferred stock of BuzzFeed, other than company restricted stock awards, excluded shares and dissenting shares shall be cancelled and automatically converted into a number of shares of Class A common stock of us equal to the quotient, rounded to the tenth decimal place, obtained by dividing 30,880,000 by the aggregate number of shares of BuzzFeed Series F Preferred Stock and BuzzFeed Series G Preferred Stock outstanding as of the effective time; (ii) each share of BuzzFeed Class A Common Stock and BuzzFeed Preferred Stock (other than BuzzFeed Series F Preferred Stock, BuzzFeed Series G Preferred Stock, company restricted stock awards, excluded shares and dissenting shares) shall be converted into the right to receive a number of shares of Class A Common Stock of us equal to the quotient of: (A) the remaining per share amount, divided by (B) $10.00; (iii) each share of BuzzFeed Class B Common Stock (other than excluded shares and dissenting shares) shall be converted into the right to receive a number of shares of Class B common stock of the Company equal to the quotient of: (A) the remaining per share amount, divided by (B) $10.00; and (iv) each share of BuzzFeed Class C Common Stock (other than excluded shares and dissenting shares) shall be converted into the right to receive a number of shares of Class C common stock of us equal to the quotient of: (A) the remaining per share amount, divided by (B) $10.00.

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The foregoing description of the Merger Agreement is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is included as Exhibit 2.1 hereto, and the terms of which are incorporated herein by reference.

The foregoing description of the Convertible Note Subscription Agreement and Indenture is subject to and qualified in its entirety by reference to the full text of the form of Convertible Note Subscription Agreement and Indenture, copies of which are included as Exhibits 10.1 and 10.6 hereto, respectively, and the terms of which are incorporated herein by reference.

Refer to our Current Report on Form 8-K filed with the Securities and Exchange Commission on June 24, 2021, and our Registration Statement on Form S-4/A filed with the Securities and Exchanges Commission on November 9, 2021, for additional information.

~~Liquidity and Capital Resources~~

~~As of September 30, 2021, we had approximately $60,000 in cash and working capital deficit of approximately $1.1 million.~~

Our liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the cash proceeds of $25,000 from the sale of the Founder Shares, loan from the Sponsor of $300,000 under the Note, and advances from related party of approximately $13,000. We repaid the Note of $300,000 in full on January 14, 2021 and we reimbursed the advances from the related party in full in February 2021. Subsequent to the consummation of the Initial Public Offering, our liquidity needs have been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of our management team or any of their affiliates or other third parties, may, but are not obligated to (except as described below), provide the Company with Working Capital Loans. The Working Capital Loans will either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Placement Units.

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Based on the foregoing, management believes that we will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, we will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that the specific impact is not readily determinable as of the date of the unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Results of Operations~~

Our entire activity since inception up to September 30, 2021 was in preparation for our formation, the Initial Public Offering , the search for and evaluation and due diligence of potential targets for an initial business combination, and the negotiation and drafting of documentation for the Business Combination and Convertible Note Financing. We will not be generating any operating revenues until the closing and completion of our initial Business Combination.

For the three months ended September 30, 2021, we had net loss of approximately $414,000, which consisted of approximately $417,000 in general and administrative expenses, $60,000 in related party administrative fee, and approximately $50,000 in franchise tax expense, partially offset by approximately $110,000 in change in fair value of warrant liabilities and approximately $4,000 of net gain from investments held in Trust Account.

For the nine months ended September 30, 2021, we had net loss of approximately $3.7 million, which consisted of approximately $2.3 million in general and administrative expenses, $180,000 in related party administrative fee, approximately $150,000 in franchise tax expense, approximately $232,000 offering costs associated with issuance of public and private warrants and approximately $807,000 in change in fair value of warrant liabilities, partially offset by approximately $11,000 of net gain from investments held in Trust Account.

~~Contractual Obligations~~

~~Registration Rights~~

The holders of Founder Shares, Private Placement Units and units that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Units and units that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders are entitled to make up to certain demands, excluding short form demands, that we registered such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

~~Underwriting Agreement~~

~~The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $5.8 million in the aggregate, paid upon the closing of the Initial Public Offering.~~

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~~Critical Accounting Policies~~

~~Class A Common Stock Subject to Possible Redemption~~

We account for our Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholders’ equity. Our Class A common stock feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, as of September 30, 2021, 28,750,000 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ equity section of our balance sheet.

~~Net Loss per Share of Common Stock~~

We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” We have two classes of shares, which are referred to as Class A common stock and Class F common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of common stock outstanding for the respective period.

The calculation of diluted net loss per share of common stock does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the Private Placement Warrants to purchase 9,842,500 shares of Class A common stock in the calculation of diluted loss per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net loss per share of common stock is the same as basic net loss per share of common stock for the three and nine months ended September 30, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

~~Derivative warrant liabilities~~

We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

We account for our warrants issued in connection with its Initial Public Offering and Private Placement recognized as derivative liabilities in accordance with ASC 815. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued in connection with the Initial Public Offering was initially measured using Binominal Lattice simulation and subsequently been measured on the market price of such warrants at each measurement date when separately listed and traded. The fair value of warrants issued in connection with the Private Placement has been estimated using modified Black-Scholes Option Pricing Model at each measurement date.

~~Recently Adopted Accounting standards~~

~~In August 2020, the FASB issued ASU No. 2020-06,~~ Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the

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~~diluted earnings per share calculation~~Sub II with Merger Sub II being the surviving company of the second merger. In connection with the business combination, 890 was renamed “BuzzFeed, Inc.”

Additionally, on March 27, 2021, we entered into the C Acquisition Purchase Agreement to acquire 100% of the outstanding membership interests of CM Partners, in ~~certain areas.~~exchange for $200.0 million of cash as adjusted for Closing Specified Liabilities (as defined in the C Acquisition Purchase Agreement) and 10,000,000 shares of BuzzFeed Class A common stock.

The Two-Step Merger, C Acquisition, and other transactions contemplated by the Merger Agreement are referred to as the Business Combination. The Business Combination closed on December 3, 2021. Upon the consummation of the Business Combination, the new combined company was renamed BuzzFeed, Inc.

The Two-Step Merger was accounted for as a reverse capitalization in accordance with GAAP. Under the guidance in ASC 805, 890 was treated as the “acquired” company for financial reporting purposes. We were deemed the accounting predecessor of the combined business and will be the successor SEC registrant, meaning that our consolidated financial statements for previous periods will be disclosed in the registrant’s future periodic reports filed with the SEC.

Additionally, the Two-Step Merger satisfied a liquidity condition for 2.7 million RSUs and the Company recognized approximately $16.0 million of incremental stock-based compensation expense as a cumulative catch-up adjustment based on the number of RSUs outstanding and the requisite service completed at December 3, 2021 (“Liquidity 2 RSUs”). There are a further 2.5 million restricted stock units with a liquidity condition that the Two-Step Merger did not satisfy (“Liquidity 1 RSUs”). There is $21.2 million of unrecognized compensation expense associated with the Liquidity 1 RSUs at March 31, 2022. On May 12, 2022, the Board of Directors waived the liquidity condition associated with the Liquidity 1 RSUs, permitting the RSUs to vest (based on service). The Company ~~adopted ASU 2020-06 on January~~recognized approximately $8.2 million of stock-based compensation associated with these RSUs in the second quarter of 2022. See Notes 11 and 20 to the condensed consolidated financial statements in Item 1 ~~2021. Adoption~~of this Form 10-Q for additional details.

Additionally, pursuant to subscription agreements entered into in connection with the Merger Agreement, the Company issued, and certain investors purchased, $150.0 million aggregate principal of unsecured convertible notes due 2026 (the “Notes”) concurrently with the closing of the ~~ASU did not~~Business Combination. Refer to Note 9 to the unaudited condensed consolidated financial statements in Item 1 of this Form 10-Q for additional details.

Restructuring

On March 9, 2021, we announced a restructuring of HuffPost, including employee terminations, in order to efficiently integrate the HuffPost Acquisition and establish an efficient cost structure. We incurred approximately $3.6 million in severance costs related to the restructuring, of which $3.2 million were included in cost of revenue, $0.3 million were included in sales and marketing, and $0.1 million were included in research and development.

Impact of the COVID-19 Pandemic

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The continued duration and severity of the COVID-19 pandemic is uncertain, rapidly changing, and difficult to predict. The degree to which COVID-19-related disruptions impact the Company’s ~~financial position,~~future results will depend on future developments, which are outside of the Company’s control, including, but not limited to, the duration of the pandemic, its severity, the success of actions taken to contain or prevent the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Our growth rate may continue to be impacted by additional macroeconomic factors beyond our control, such as inflation, retail businesses reopening, increased consumer spending on travel and other discretionary items, and the absence of new U.S. and other government economic stimulus programs, among other things.

Executive Overview

The following table sets forth our operational highlights for the periods presented (in thousands):


	Three Months Ended March 31,
	2022			2021
GAAP
Total revenue	$	91,558		$	72,648
Loss from operations	$	(35,298)		$	(16,523)
Net loss	$	(44,566)		$	(11,325)
Non-GAAP
Adjusted EBITDA⁽¹⁾	$	(16,764)		$	(4,259)
Non-Financial
Time Spent⁽²⁾		183,936			191,667
—% on owned and operated properties		36	%		36	%
—% on third-party platforms		64	%		64	%

(1)	See “Reconciliation from Net income (loss) to Adjusted EBITDA” for a reconciliation of Adjusted EBITDA to the most directly comparable financial measure in accordance with accounting principles generally accepted in the United States (“GAAP”).

(2)

We define Time Spent as the estimated total number of hours spent by users on (i) our owned and operated U.S. properties, (ii) our content on Apple News, (iii) our content on YouTube in the U.S., as reported by Comscore, and (iv) our content on Facebook, as reported by Facebook. Time Spent does not reflect time spent with our content across all platforms, including some on which we generated a portion of our advertising revenue, and excludes time spent with our content on platforms for which we do not have advertising capabilities that materially contribute to our Advertising revenues, including TikTok, Instagram, Snapchat and Twitter. There are inherent challenges in measuring the total actual number of hours spent with our content across all platforms; however, we consider the data reported by Comscore and Facebook to represent industry-standard estimates of the time actually spent on our largest distribution platforms with our most significant monetization opportunities. We use Time Spent to evaluate the level of engagement of our audience. Trends in Time Spent affect our revenue and financial results by influencing the number of ads we are able to show, the volume of purchases made through our affiliate links, and the overall value of our offerings to our customers. However, increases or decreases in Time Spent may not directly correspond to increases or decreases in our revenue. For example, the number of programmatic impressions served by third-party platforms can vary based on the advertising revenue optimization strategies of these platforms and, as a result, an increase or decrease in Time Spent does not necessarily correlate with a corresponding increase or decrease in the number of programmatic impressions served, but Time Spent can be a key indicator for our programmatic advertising revenue when the third-party platforms optimize revenue over programmatic impressions. Our definition of Time Spent is not based on any standardized industry methodology and is not necessarily defined in the same manner or comparable to similarly titled measures presented by other companies. Time Spent for the quarter ended March 31, 2022 decreased by 4% driven by a decline in time spent by users on Facebook, partially offset by the HuffPost Acquisition and the C Acquisition. Excluding the impact of the HuffPost Acquisition and the C Acquisition, Time Spent declined consistent with broader industry trends.

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Components of Results of Operations

Revenue: The majority of our revenue is generated through the following types of arrangements:

●

Advertising: Consists of display, programmatic, and video advertising on our owned and operated sites and applications and social media platforms. The majority of our advertising revenue is monetized on a per-impression basis; however, we also generate revenue from advertising products that are not monetized on a per-impression basis (for example, page takeovers that are monetized on a per-day basis). Advertising revenue is recognized in the period that the related impression or non-impression based metric is delivered. Programmatic impressions on third-party platforms, including Facebook and YouTube, are controlled by the individual platforms, and the respective advertising revenue optimization strategies of these platforms have an impact on the number of programmatic impressions that these platforms serve. These optimization strategies change from time to time and have varying impacts on the numbers of programmatic impressions served. Additionally, there is a component of our advertising revenues derived from sources where we are unable to obtain impression data. We generate an immaterial portion of our advertising revenue on platforms excluded from our measurement of Time Spent.

●

Content: Includes revenue generated from creating content, including promotional content, customer advertising and feature films. Content revenue is recognized when the content, or the related action (click or view), is delivered.

●

Commerce and other: Includes affiliate marketplace revenue and licensing of intellectual property. We participate in multiple marketplace arrangements with third parties whereby we provide affiliate links which redirect the audience to purchase products and/or services from the third parties. When the participant purchases a product and/or service, we receive a commission fee for that sale from the third party. Affiliate marketplace revenue is recognized when a successful sale is made and the commission is earned.

Cost of revenue: Consists primarily of compensation-related expenses and costs incurred for the creation of editorial, promotional, and news content across all platforms, as well as amounts due to third-party websites and platforms to fulfill customers’ advertising campaigns. Web hosting and advertising serving platform costs are also included in cost of revenue.

Sales and marketing: Consists primarily of compensation-related expenses for sales employees. In addition, sales and marketing expenses include advertising costs and market research.

General and administrative: Consists of compensation-related expenses for corporate employees. Also, it consists of expenses for facilities, professional services fees, insurance costs, and other general overhead costs. We expect our general and administrative expenses to increase in absolute dollars due to the growth of our business and related infrastructure as well as legal, accounting, director and officer insurance premiums, investor relations and other costs associated with operating as a public company.

Research and development: Consists primarily of compensation-related expenses incurred for the development of, enhancements to, and maintenance of our website, technology platforms, data collection and infrastructure. Research and development expenses that do not meet the criteria for capitalization are expensed as incurred.

Depreciation and amortization: Represents depreciation of property and equipment and amortization of intangible assets and capitalized software costs.

Other income, net: Consists of foreign exchange gains and losses, gains and losses on investments, and other miscellaneous income and expenses.

Interest expense, net: Consists of interest expense incurred on our borrowings, net of interest income on highly liquid short-term investments.

Change in fair value of warrant liabilities: Reflects the changes in warrant liabilities which is primarily based on the market price of our Public Warrants listed on Nasdaq under the symbol “BZFDW.”

Change in fair value of derivative liability: In December 2021, we issued $150.0 million aggregate principal amount of unsecured convertible notes due 2026 that contain redemption features which we determined were embedded derivatives to be recognized as liabilities and measured at fair value. At the end of each reporting period, changes in the estimated fair value during the period are recorded as a change in the fair value of derivative liability.

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Income tax provision (benefit): Represents federal, state and local taxes based on income in multiple domestic and international jurisdictions.

Results of Operations:

Comparison of results for the three months ended March 31, 2022 and 2021

The following tables set forth our condensed consolidated statement of operations data for each of the periods presented (in thousands):


	Three Months Ended March 31,
	2022		2021
Revenue	$	91,558	$	72,648
Costs and expenses
Cost of revenue, excluding depreciation and amortization		60,818		42,123
Sales and marketing		17,803		11,378
General and administrative		32,562		23,702
Research and development		7,192		6,699
Depreciation and amortization		8,481		5,269
Total costs and expenses		126,856		89,171
Loss from operations		(35,298)		(16,523)
Other income, net		862		660
Interest expense, net		(4,789)		(278)
Change in fair value of warrant liabilities		(3,416)		—
Change in fair value of derivative liability		(1,575)		—
Loss before income taxes		(44,216)		(16,141)
Income tax provision (benefit)		350		(4,816)
Net loss		(44,566)		(11,325)
Net income attributable to the redeemable noncontrolling interest		164		60
Net income (loss) attributable to noncontrolling interests		164		(18)
Net loss attributable to BuzzFeed, Inc.		(44,894)		(11,367)

Costs and expenses include stock-based compensation expense as follows (in thousands):


	Three Months Ended March 31,
	2022		2021
Cost of revenue, excluding depreciation and amortization	$	460	$	42
Sales and marketing		722		29
General and administrative		2,598		54
Research and development		160		13
Total	$	3,940	$	138

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The following table sets forth our condensed consolidated statement of operations data for each of the periods presented as a percentage of revenue⁽¹⁾:


	Three Months Ended March 31,
	2022		2021
Revenue	100	%	100	%
Costs and expenses
Cost of revenue, excluding depreciation and amortization	66	%	58	%
Sales and marketing	20	%	16	%
General and administrative	36	%	33	%
Research and development	8	%	9	%
Depreciation and amortization	9	%	7	%
Total costs and expenses	139	%	123	%
Loss from operations	(39)	%	(23)	%
Other income, net	1	%	1	%
Interest expense, net	(5)	%	—
Change in fair value of warrant liabilities	(4)	%	—
Change in fair value of derivative liability	(2)	%	—
Loss before income taxes	(49)	%	(22)	%
Income tax provision (benefit)	—	%	(6)	%
Net loss	(49)	%	(16)	%
Net income attributable to the redeemable noncontrolling interest	—		—
Net income (loss) attributable to noncontrolling interests	—		—
Net loss attributable to BuzzFeed, Inc.	(49)	%	(16)	%

(1)Percentages have been rounded for presentation purposes and may differ from unrounded results.

Revenue

Total revenue was as follows (in thousands):


	Three Months Ended March 31,
	2022		2021		% Change
Advertising	$	48,668	$	38,649	26	%
Content		32,279		19,537	65	%
Commerce and other		10,611		14,462	(27)	%
Total revenue	$	91,558	$	72,648	26	%

Advertising revenue increased $10.0 million, or ~~cash flows.~~26%, for the quarter ended March 31, 2022 driven by a $10.9 million, or 39%, increase in advertising on our owned and operated properties, partially offset by a $0.9 million, or 8%, decrease in advertising on third-party platforms. The increase in advertising revenues on our owned and operated properties reflects the acquisition of Complex Networks, which contributed $7.8 million of advertising revenue, and HuffPost, which closed on February 16, 2021 and contributed an incremental $2.2 million of advertising revenue compared to the prior year quarter. The decrease in advertising revenues from third-party platforms reflects a contribution of $2.5 million from Complex Networks. Excluding the impact of Complex Networks, advertising revenue decreased by $3.4 million, or 32%, reflecting a 35% decline in the number of programmatic impressions delivered driven by the continued decline in Facebook-related impressions, partially offset by a 13% increase in overall pricing.

Content revenue increased by $12.7 million, or 65%, for the quarter ended March 31, 2022, principally driven by the acquisition of Complex Networks which contributed $12.1 million of content revenue.

Commerce and other revenue decreased by $3.8 million, or 27%, for the quarter ended March 31, 2022, primarily reflecting a decline in the number of purchases generated driven by a comparison against heightened purchasing activity in the first quarter of 2021 related to the impact of COVID-19, as well as a decline in Facebook referred traffic. This decline was offset in part by the acquisition of Complex Networks.

Cost of revenue:

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	Three Months Ended March 31,
	2022			2021			% Change
Cost of revenue	$	60,818			42,123		44	%
As a percentage of revenue		66	%		58	%

Cost of revenue increased by $18.7 million, or 44%, primarily reflecting $8.9 million of costs related to Complex Networks, a $6.7 million increase in other costs of sales reflecting the growth in revenue, a $3.7 million increase in compensation costs, and $1.3 million of restructuring costs, partially offset by the comparison against the $3.2 million of severance costs related to HuffPost in the quarter ended March 31, 2021. Cost of revenues increased as a percentage of revenue for the three months ended March 31, 2022 due to a change in revenue mix year-over-year.

Sales and marketing:


	Three Months Ended March 31,
	2022			2021			% Change
Sales and marketing	$	17,803			11,378		56	%
As a percentage of revenue		20	%		16	%

Sales and marketing expenses increased by $6.4 million, or 56%, principally driven by a $5.3 million increase in compensation costs. The increase in compensation costs reflects $4.6 million related to the additional headcount associated with Complex Networks and $0.7 million related to increased stock-based compensation primarily associated with the Liquidity 2 RSUs.

General and administrative:


	Three Months Ended March 31,
	2022			2021			% Change
General and administrative	$	32,562			23,702		37	%
As a percentage of revenue		36	%		33	%

General and administrative expenses increased by $8.9 million, or 37%, principally driven by a $4.6 million increase in compensation costs, a $1.8 million increase in insurance related to being a public company and a $1.5 million increase in rent related to the Complex Networks acquisition. The increase in compensation costs was primarily driven by $2.5 million of stock-based compensation principally associated with the Liquidity 2 RSUs and $1.3 million of additional headcount related to the acquisition of Complex Networks. We expect our general and administrative expenses to increase in absolute dollars due to the growth of our business and related infrastructure as well as legal, accounting, director and officer insurance premiums, investor relations and other costs associated with operating as a public company.

Research and development:


	Three Months Ended March 31,
	2022			2021			% Change
Research and development	$	7,192			6,699		7	%
As a percentage of revenue		8	%		9	%

Research and development expenses increased by $0.5 million, or 7%, driven by a $1.2 million increase in compensation expenses reflecting $0.8 million of additional headcount related to the acquisition of Complex Networks and $0.5 million related to merit increases, partially offset by declines in consulting and other expenses.

Depreciation and amortization:


	Three Months Ended March 31,
	2022			2021			% Change
Depreciation and amortization	$	8,481		$	5,269			61	%
As a percentage of revenue		9	%		7	%

Depreciation and amortization increased by $3.2 million, or 61%, as a result of $3.1 million of amortization of intangible assets associated with the acquisition of Complex Networks.

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Other income, net:


	Three Months Ended March 31,
	2022			2021			% Change
Other income, net	$	862		$	660			31	%
As a percentage of revenue		1	%		1	%

NM — not meaningful

Other income, net increased by $0.2 million, or 31%, due to a $1.3 million increase in unrealized gain on remeasurement of our investment in a private company, offset by an increase in unrealized foreign exchange losses and other expenses.

Interest expense, net:


	Three Months Ended March 31,
	2022			2021		% Change
Interest expense, net	$	(4,789)		$	(278)		NM
As a percentage of revenue		(5)	%		—

NM — not meaningful

Interest expense, net increased by $4.5 million primarily due to increased interest expense associated with the Notes.

Change in fair value of warrant liabilities:

For the three months ended March 31, 2022, we recorded a $3.4 million loss on the change in fair value of warrant liabilities.

Change in fair value of derivative liability:

For the three months ended March 31, 2022 we recorded a loss of $1.6 million due to a change in the estimated fair value of the derivative liability.

Income tax provision (benefit):


	Three Months Ended March 31,
	2022		2021		% Change
Income tax provision (benefit)	$	350	$	(4,816)		NM

NM – not meaningful

For the three months ended March 31 2022, the Company recorded an income tax provision of $0.4 million related to federal, state, and foreign taxes. The Company’s effective tax rate differed from the U.S. federal statutory income tax rate of 21% primarily due to limited tax benefits provided for against its current year pre-tax operating loss as the Company maintains a full valuation allowance against its U.S. deferred tax assets that are not realizable on a more-likely-than-not basis.

For the three months ended March 31, 2021, the Company recorded an income tax benefit of $4.8 million, including a $4.3 million discrete tax benefit related to the release of a portion of the Company’s previously established valuation allowance to offset deferred tax liabilities arising from the HuffPost Acquisition.

As of March 31, 2022, the Company continued to maintain a valuation allowance against its U.S. and certain foreign deferred tax assets as the Company could not conclude that such assets will be realized on a more-likely-than-not basis. Any decline in the valuation allowance could have a favorable impact on our income tax provision and net income in the period in which such determination is made.

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Non-GAAP Financial Measure

Consolidated Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure and represents a key metric used by management and our board of directors to measure the operational strength and performance of our business, to establish budgets, and to develop operational goals for managing our business. We define Adjusted EBITDA as net loss, excluding the impact of net income (loss) attributable to noncontrolling interests, income tax provision (benefit), interest expense, interest income, other income, net, depreciation and amortization, stock-based compensation, change in fair value of warrant liabilities, change in fair value of derivative liability, restructuring costs, public company readiness costs, and other non-cash and non-recurring items that management believes are not indicative of ongoing operations.

We believe Adjusted EBITDA is relevant and useful information for investors because it allows investors to view performance in a manner similar to the method used by our management. However, there are limitations to the use of Adjusted EBITDA and our definition of Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.

Adjusted EBITDA should not be considered a substitute for loss from operations, net loss, or net loss attributable to BuzzFeed, Inc. that we have reported in accordance with GAAP.

Reconciliation from Net loss to Adjusted EBITDA

The following table reconciles consolidated net loss to Adjusted EBITDA for the periods presented:


	Three Months Ended March 31,
	2022		2021
Net loss	$	(44,566)	$	(11,325)
Income tax provision (benefit)		350		(4,816)
Interest expense		4,884		344
Interest income		(95)		(66)
Other income, net		(862)		(660)
Depreciation and amortization		8,481		5,269
Stock-based compensation		3,940		138
Change in fair value of warrant liabilities		3,416		—
Change in fair value of derivative liability		1,575		—
Restructuring⁽¹⁾		1,843		3,645
Transaction costs⁽²⁾		2,955		3,212
Public company readiness costs⁽³⁾		1,315		—
Adjusted EBITDA	$	(16,764)	$	(4,259)

(1)

For the three months ended March 31, 2022, reflects costs associated with the organizational changes to align sales and marketing and general and administrative functions as well as changes in content to better serve audience demands. For the three months ended March 31, 2021, reflects costs associated with involuntary terminations of employees across various roles and levels as part of the integration of the HuffPost Acquisition.

(2)	Reflects one-time legal, advisory, consulting and incremental compensation expenses associated with the Business Combination.

(3)	Reflects public company readiness costs associated with the establishment of our public company structure and processes.

Liquidity and Capital Resources

Our ~~management does not~~principal sources of liquidity are our cash and cash equivalents and borrowings under our Revolving Credit Facility (as defined below), as well as cash generated from operations. Our cash and cash equivalents consist of demand deposits with financial institutions and investments in money market funds and totaled $74.5 million and $79.7 million at March 31, 2022 and December 31, 2021, respectively.

We believe that our operating cash flows, together with cash and cash equivalents on hand and amounts available for borrowing under our revolving credit facility, will be sufficient to meet our working capital and capital expenditure requirements for at least the

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next 12 months. To the extent existing cash, operating cash flows, and amounts available for borrowing are insufficient to fund future activities, we may need to raise additional funds. In the future, we may attempt to raise additional capital through the sale of equity securities or through equity-linked or debt financing arrangements. If we raise additional funds by issuing equity or equity-linked securities, the ownership of our existing stockholders will be diluted. If we raise additional financing by the incurrence of additional indebtedness, we may be subject to increased fixed payment obligations and could also be subject to additional restrictive covenants, such as limitations on our ability to incur additional debt, and other operating restrictions that could adversely impact our ability to conduct our business. Any future indebtedness we incur may result in terms that could be unfavorable to equity investors. There can be no assurances that we will be able to raise additional capital. The inability to raise capital could adversely affect our ability to achieve our business objectives.

Revolving Credit Facility

We have a $50.0 million revolving credit facility (“Revolving Credit Facility”), maturing in December 2023. Borrowings under the Revolving Credit Facility are generally limited to 95% of qualifying investment grade accounts receivable and 90% of qualifying non-investment grade accounts receivable, subject to adjustment at the discretion of the lenders. Borrowings under the Revolving Credit Facility bear interest at LIBOR, subject to a floor rate of 0.75%, plus a margin of 3.75% to 4.25%, depending on the level of our utilization of the Revolving Credit Facility. The Revolving Credit Facility is subject to a monthly minimum utilization of $15.0 million and also includes an unused commitment fee of 0.375%. The Revolving Credit Facility was amended and restated in connection with the closing of the Business Combination, namely to, among other things, add the Company and certain other entities as guarantors.

The Revolving Credit Facility includes covenants that, among other things, require us to maintain at least $25.0 million of unrestricted cash at all times and limit our ability to incur additional indebtedness, grant liens, pay dividends, hold unpermitted investments, repurchase or redeem equity interests or make material changes to the business. We were in compliance with the financial covenant as of March 31, 2022.

The Revolving Credit Facility is secured by a first priority security interest on the Company’s and the other borrowers’ and guarantors’ cash, accounts receivable, books and records and related assets.

As of March 31, 2022, we had outstanding borrowings under the Revolving Credit Facility of $28.5 million, outstanding letters of credit of $15.5 million, and remaining borrowing capacity of $6.0 million.

Convertible Notes

In connection with the Business Combination, we completed the issuance of $150.0 million of unsecured convertible notes due 2026 (the “Notes”). The Notes bear interest at a rate of 8.50% per annum, payable semi-annually. The Notes are convertible into approximately 12,000,000 shares of our Class A common stock at an initial conversion price of $12.50 and mature on December 3, 2026.

We may, at our election, force conversion of the Notes after the third anniversary of the issuance of the Notes, subject to a holder’s prior right to convert and certain other conditions, if the volume-weighted average trading price of our Class A common stock is greater than or equal to 130% of the conversion price for more than 20 trading days during a period of 30 consecutive trading days. In the event that a holder of the Notes elects to convert its Notes after the one year anniversary, and prior to the three-year anniversary, of the issuance of the Notes, we will be obligated to pay an amount equal to: (i) from the one year anniversary of the issuance of the Notes to the two year anniversary of the issuance of the Notes, an amount equal to 18 month’s interest declining ratably on a monthly basis to 12 month’s interest on the aggregate principal amount of the Notes so converted and (ii) from the two year anniversary of the issuance of the Notes to the three year anniversary of the issuance of the Notes, an amount equal to 12 month’s interest declining ratably on a monthly basis to zero month’s interest, in each case, on the aggregate principal amount of the Notes so converted (the “Interest Make-Whole Payment”). The Interest Make-Whole Payment will be payable in cash. Without limiting a holder’s right to convert the Notes at its option, interest will cease to accrue on the Notes during any period in which the Company would otherwise be entitled to force conversion of the Notes, but is not permitted to do so solely due to the failure of a trading volume condition specified in the indenture governing the Notes.

Each holder of a Note will have the right to cause us to repurchase for cash all or a portion of the Notes held by such holder (i) at any time after the third anniversary of the closing date, at a price equal to par plus accrued and unpaid interest; or (ii) at any time upon the occurrence of a fundamental change (as defined in the indenture governing the Notes), at a price equal to 101% of par plus accrued and unpaid interest.

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The indenture governing the Notes includes restrictive covenants that, among other ~~recently issued, but not yet effective,~~things, limit our ability to incur additional debt or liens, make restricted payments or investments, dispose of significant assets, transfer intellectual property, or enter into transactions with affiliates.

Cash flows provided by (used in) operating, investing and financing activities were as follows for the periods presented:


	Three Months Ended March 31,
	2022		2021
Net cash provided by operating activities	$	1,142	$	9,518
Net cash (used in) provided by investing activities		(5,922)		2,958
Net cash (used in) provided by financing activities		(227)		35,142

Operating Activities

For the three months ended March 31, 2022, net cash provided by operating activities decreased by $8.4 million compared to the three months ended March 31, 2021. The decrease in cash provided by operating activities was primarily driven by a $10.4 million increase in net loss, adjusted for non-cash items, a $9.0 million decrease in the change in accrued compensation, a $3.7 million decrease in the change in accounts payable, and a $3.0 million decrease in the change in accrued liabilities and other current liabilities, partially offset by a $11.9 million increase in the change in prepaid and other assets, and a $7.2 million increase in the change in accounts receivable.

Investing Activities

For the three months ended March 31, 2022, cash used in investing activities was $5.9 million, which consists of $3.6 million of expenditures on internal-use software and $2.3 million of capital expenditures.

For the three months ended March 31, 2021, cash provided by investing activities was $3.0 million, which consists of $5.2 million of net cash acquired as part of the HuffPost Acquisition, partially offset by $1.3 million of expenditures on internal-use software and fixed assets of $0.9 million.

Financing Activities

For the three months ended March 31, 2022, cash used in financing activities was $0.2 million, principally consisting of $0.6 million of deferred reverse recapitalization costs, partially offset by proceeds from the exercise of stock options of $0.4 million.

For the three months ended March 31, 2021, cash provided by financing activities was $35.1 million, principally consisting of $35.0 million of proceeds from the issuance of common stock related to the equity investment in us by an affiliate of Verizon.

Contractual Obligations

Our principal commitments consist of obligations for office space under non-cancelable operating leases with various expiration dates through 2029 as well as repayment of borrowings under our Revolving Credit Facility and Notes.

In September 2018, concurrent with an investment in a private company, we agreed to guarantee the lease of the investee’s premises in New York. In October 2020, the investee renewed its lease agreement, and our prior guarantee was replaced with a new guarantee of up to $5.4 million. The amount of the guarantee is reduced as the investee makes payments under the lease. As of March 31, 2022, the maximum amount under the guarantee was $2.3 million, and no liability was recognized with respect to the guarantee.

Refer to Note 9, Note 15, and Note 16 of our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Critical Accounting Policies and Estimates

We prepare our condensed consolidated financial statements and related notes in accordance with GAAP. In doing so, we have to make estimates and assumptions that affect our reported amounts of assets, liabilities, revenues, expenses, and related disclosure. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and other assumptions

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that we believe are reasonable under the circumstances. To the extent that there are material differences between these estimates and actual results, our financial condition or operating results would be affected.

We consider an accounting ~~pronouncements, if currently adopted, would~~judgment, estimate or assumption to be critical when (1) the estimate or judgment is complex in nature or requires a high degree of judgment and (2) the use of different judgments, estimates or assumptions could have a material impact on our condensed consolidated financial statements. Please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 for a more complete discussion of our critical accounting policies and estimates.

There have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

~~Off-Balance Sheet Arrangements~~Recently Adopted and Issued Accounting Pronouncements

AsRefer to Note 2 of ~~September 30, 2021, we did not have any off-balance sheet arrangements as defined~~our unaudited condensed consolidated financial statements included elsewhere in ~~Item 303(a)(4)(ii) of Regulation S-K.~~this Quarterly Report on Form 10-Q.

~~JOBS Act~~Emerging Growth Company Accounting Election

~~The Jumpstart Our Business Startups Act~~Section 102 of ~~2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under~~ the JOBS Act ~~are allowed to comply~~provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting ~~pronouncements based on the effective date for private (not publicly traded) companies.~~standards. We are ~~electing~~an emerging growth company and have elected to ~~delay~~take advantage of the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.extended transition period. As a result, the condensed consolidated financial statements of BuzzFeed, Inc. may not be comparable to companies that comply with new or revised accounting ~~pronouncements~~standards as of public company effective dates.

~~Additionally,~~In addition, we ~~are in the process of evaluating the benefits of relying~~intend to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an ~~“emerging~~emerging growth company,” we ~~choose~~intend to rely on such exemptions, we ~~may~~are not be required to, among other ~~things,~~things: (i) provide an auditor’s attestation report on our system of internal ~~controls~~control over financial reporting pursuant to Section ~~404~~404(b) of the Sarbanes-Oxley Act of 2002; (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection ~~Act,~~Act; (iii) comply with ~~any~~the requirement ~~that may be adopted by~~of the ~~PCAOB~~Public Company Accounting Oversight Board regarding ~~mandatory~~the communication of critical audit ~~firm rotation or a supplement to~~matters in the auditor’s report ~~providing additional information about the audit and~~on the financial ~~statements (auditor discussion and analysis)~~statements; and (iv) disclose certain executive ~~compensation related~~compensation-related items such as the correlation between executive compensation and performance and comparisons of the ~~CEO’s~~Chief Executive Officer’s compensation to median employee compensation. ~~These exemptions~~

We will ~~apply for a period~~remain an emerging growth company under the JOBS Act until the earliest of ~~five years~~(i) the last day of our first fiscal year following the ~~completion~~fifth anniversary of 890’s initial public offering, (ii) the last date of our ~~Initial Public Offering or until~~fiscal year in which we have total annual gross revenue of at least $1.07 billion, (iii) the date on which we are ~~no longer an “emerging growth company,” whichever is earlier.~~deemed to be a “large accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates, or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years.

~~Item~~ITEM 3. ~~Quantitative and Qualitative Disclosures About Market Risk~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have operations both within the United States and internationally, and we are exposed to market risks in the ordinary course of our business. These risks include primarily foreign currency exchange, interest rate fluctuation and equity investment risks.

Foreign Currency Exchange Risk

We transact business in various foreign currencies and obtain international revenue, as well as incur costs denominated in foreign currencies, primarily the British Pound, Japanese Yen, and Canadian Dollar. This exposes us to the risk of fluctuations in foreign currency exchange rates. Accordingly, changes in exchange rates, and in particular a ~~smaller reporting company as defined by Rule 12b-2~~strengthening of the ~~Exchange Act~~U.S. dollar, would negatively affect our revenue and ~~are not required to provide the information otherwise required under this item. As~~results of ~~September 30, 2021, we were not subject to any market or interest rate risk. The net proceeds of the Initial Public Offering, including amounts in the Trust Account, will be invested~~operations as expressed in U.S. ~~government securities with a maturity~~dollars. The Company does not enter into foreign currency forward exchange contracts or other derivative financial instruments to hedge the effects of ~~185 days or less or~~adverse fluctuations in foreign currency exchange rates.

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Interest Rate Fluctuation Risk

Our exposure to interest rates relates primarily to the variable interest component on our Revolving Credit Facility as well as interest earned and market value on money market funds ~~that meet certain conditions under Rule 2a-7 under~~included in our cash and cash equivalents. These exposures were not material for the three months ended March 31, 2022 or 2021, but may become material in the future.

Equity Investment ~~Company Act~~Risk

We hold an investment in equity securities of ~~1940,~~a privately-held company without a readily determinable fair value. We elected to account for this investment using the measurement alternative, which is cost, less any impairment, adjusted for changes in fair value resulting from observable transactions for identical or similar investments of the same issuer. We perform a qualitative assessment at each reporting date to determine whether there are triggering events for impairment. The qualitative assessment considers factors such as, ~~amended, that invest only in direct U.S. government treasury obligations. Due~~but not limited to, the ~~short-term nature~~investee’s financial performance and business prospects; industry performance; economic environment; and other relevant events and factors affecting the investee. Valuations of ~~these investments, we believe there will be no associated material exposure to interest rate risk.~~

~~We have not engaged in any hedging activities since~~ our ~~inception, and we do not expect to engage in any hedging activities with respect~~equity investment are complex due to the lack of readily available market ~~risk to which we are exposed.~~data and observable transactions. The carrying value of our investment was $3.6 million at March 31, 2022 and $2.3 million at December 31, 2021.

~~Item~~ITEM 4. ~~Controls and Procedures~~CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

~~Our~~Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, ~~evaluated, with the participation of~~including our ~~current chief~~principal executive officer and ~~chief~~principal financial officer ~~(our “Certifying Officers”),~~or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

In connection with the ~~effectiveness~~audit of our ~~disclosure controls and procedures~~consolidated financial statements as of ~~September 30,~~December 31, 2021, ~~pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that our disclosure~~

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~~controls and procedures were not effective as of September 30, 2021, because of a~~we identified material ~~weakness~~weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a ~~material~~ misstatement of ~~the Company’s~~our annual or interim financial statements will not be prevented or detected on a timely basis. ~~Specifically, the Company’s management~~BuzzFeed has concluded that our control around the interpretation and accounting for certain complex features of the Class A common stock and warrants issued by the Company was not effectively designed or maintained. Thisidentified material ~~weakness resulted~~weaknesses in ~~the restatement of the Company’s balance sheet as of January 14, 2021, and~~ its interim financial statements for the quarters ended March 31, 2021, and June 30, 2021. Additionally, this material weakness could result in a misstatement of the warrant liability, Class A common stock, other complex financial instruments and related accounts and disclosures that would result in a material misstatement of the financial statements that would not be prevented or detected on a timely basis.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.

~~Changes in~~ internal control over financial reporting that we are currently working to remediate, which relate to: (a) a lack of formalized internal control and segregation of duties in the financial statement close process; (b) a lack of sufficient levels of staff with public company and technical accounting experience; and (c) the selection and development of control activities, including information technology general controls.

~~There was no change~~During 2022, with the oversight of senior management, we have hired and will continue to hire additional accounting personnel with technical accounting and financial reporting experience. We have also supplemented accounting resources with external advisors to assist with performing technical accounting activities. We are in the process of identifying and implementing the specific controls to remediate the material weaknesses.

Although management designed remediation plans in 2021, due to resources constraints and lack of sufficient staff with technical expertise, the necessary business process and IT general controls were partially implemented or not executed consistently; thus, material weaknesses in our internal control environment were concluded. The material weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time, and we have concluded, through testing, that the newly implemented and enhanced controls are operating effectively. Our management will continue to monitor the effectiveness of our remediation plans in 2022 and will make the changes we determine to be appropriate.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. In making this evaluation, management considered the material weakness in our internal control over financial reporting described above. Based upon that ~~occurred~~evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2022, the period covered in this report, our disclosure controls and procedures were not effective.

Notwithstanding the assessment that our disclosure controls and procedures are not effective, we believe that we have performed sufficient supplementary procedures to ensure that the condensed consolidated financial statements contained in this filing fairly present our financial position, results of operations and cash flows for the reporting periods covered herein in all material respects.

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Changes in Internal Control over Financial Reporting

On December 3, 2021, the Company acquired Complex Networks (see Note 3 to the accompanying condensed consolidated financial statements). We are currently integrating policies, processes, people, technology and operations for the combined company. Management will continue to evaluate our internal control over financial reporting as we execute integration activities. Other than as noted above, and in connection with the implementation of the remedial measures described above, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the ~~fiscal~~ quarter ended ~~September 30, 2021, covered by this Quarterly Report on Form 10-Q~~March 31, 2022 that ~~has~~have materially affected, or isare reasonably likely to materially affect, our internal control over financial ~~reporting except for~~reporting.

Part II. Other Information

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become involved in legal proceedings and claims arising in the ~~below:~~ordinary course of business, including, but not limited to, disputes in the areas of contracts, securities, privacy, data protection, content regulation, intellectual property, consumer protection, e-commerce, marketing, advertising, messaging, rights of publicity, libel and defamation, health and safety, employment and labor, product liability, accessibility, competition, and taxation. We record a liability when we believe that it is probable that a loss will be incurred by us and the amount of that loss can be reasonably estimated. Based on our current knowledge, we do not believe that there is a reasonable possibility that the final adjudication of pending or threatened legal proceedings to which we are a party, will, either individually or in the aggregate, have a material adverse effect on our financial position, results of operations, or cash flows.

~~The Chief Executive Officer~~On March 15, 2022, two mass arbitrations were initiated before the American Arbitration Association (the “AAA”) against the Company and ~~Chief Financial Officer performed additional accounting~~certain of its executive officers and ~~financial analyses~~directors (together, the “BuzzFeed Defendants”) and ~~other post-closing procedures including consulting with subject matter experts related to the accounting for certain complex features~~Continental Stock Transfer Corporation (the “Arbitrations”) by 91 individuals purportedly employed by BuzzFeed Media Enterprises, Inc. or its predecessor in interest, a wholly owned subsidiary of the Company (the “Claimants”). Claimants allege that they were harmed when they were allegedly unable to convert their shares of Class B common stock to Class A common stock and ~~warrants.~~sell those shares on December 6, 2021, the first day of trading following the business combination of 890 Fifth Avenue and legacy BuzzFeed, Inc., and assert claims for negligence, misrepresentation, breach of fiduciary duty, and violation of Section 11 of the Securities Act of 1933. Claimants seek to recover unspecified compensatory damages, an award of costs, and any further appropriate relief.

On April 21, 2022, the BuzzFeed Defendants filed a complaint in the Delaware Court of Chancery seeking to enjoin the Arbitrations on the grounds that Claimants’ purported causes of action arise from their rights as shareholders of the Company, are governed by the Company’s charter, including its forum selection provision, and are therefore not arbitrable (the "Delaware Action"). The ~~Company’s management~~complaint seeks declaratory and injunctive relief. A hearing on the merits of the Delaware Action is scheduled for July 26, 2022. Effective April 21, 2022, the AAA has ~~expended,~~stayed the Arbitrations for a period of 60 days pursuant to Section 1 of the AAA Employment Arbitration Rules and Mediation Procedures. The parties have agreed to extend the stay of the Arbitrations until the Court of Chancery decides the merits of the Delaware Action. The Company does not believe that the final outcome of the Arbitrations will ~~continue to expend,~~have a ~~substantial amount~~material adverse effect on its financial position, results of ~~effort and resources for the remediation and improvement~~operations, or cash flows.

For information regarding other legal proceedings in which we are involved, see Note 16 of our ~~internal control over~~unaudited condensed consolidated financial reporting. While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure that the nuances of such transactions are effectively evaluatedstatements included elsewhere in ~~the context of the increasingly complex accounting standards.~~

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~~PART II - OTHER INFORMATION~~

~~Item 1. Legal Proceedings~~.

~~None.~~

this Quarterly Report on Form 10-Q.

ITEM 1A. RISK FACTORS

Disclosure about our existing risk factors is set forth in Item ~~1A. Risk Factors.~~

~~As of the date of this Quarterly~~1A, “Risk Factors,” in our Annual Report on Form ~~10-Q, there have been no material changes to~~10-K for the fiscal year ended December 31, 2021. Other than as described below, our risk factors ~~disclosed in~~have not changed materially since December 31, 2021.

A significant portion of our ~~final prospectus filed with~~total outstanding shares are restricted from immediate resale but may be sold into the ~~SEC on January 13, 2021, except for the below risk factors. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.~~

~~The securities in which we invest the funds held~~market in the ~~trust account~~near future. This could ~~bear~~cause the market price of our Class A common stock to drop significantly, even if our business is doing well.

Sales of a ~~negative rate~~substantial number of ~~interest, which~~shares of our Class A common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the ~~value of the assets held in trust such that the per-share redemption amount received by public stockholders may be less than $10.00 per share.~~

~~The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money~~ market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial business combination or make certain amendments to our amended and restated certificate of incorporation, our public stockholders are entitled to receive their pro-rata share of the proceeds held in the trust account, plus any interest income, net of income taxes paid or payable (less, in the case we are unable to complete our initial business combination, $100,000 of interest to pay dissolution expenses). Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received by public stockholders may be less than $10.00 per share.

~~Our warrants are accounted for as liabilities and the changes in value~~price of our ~~warrants could have a material effect on our financial results.~~

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (the “SEC Staff Statement”). Specifically, the SEC Staff Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement governing our warrants.

As a result, included on our balance sheet as of September 30, 2021, contained in our Form 10-Q, are derivative liabilities related to embedded features contained within our warrants. Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”) provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statements of operations. As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly based on factors which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material.Class A common stock.

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~~Warrants~~Through June 1, 2022, an aggregate of (i) 102,688,447 shares of our Class A common stock (including 2,776,073 shares of our Class A common stock subject to outstanding equity awards), (ii) 12,019,830 shares of our Class B common stock and (iii) 6,478,031 shares of our Class C common stock held by our stockholders are subject to transfer restrictions set forth in the registration rights agreement and the investors’ rights agreement entered into in connection with the Business Combination. As a result, a significant number of shares of Class A common stock will be available for sale on June 2, 2022. In addition, through the earlier of (i) December 3, 2022, (ii) the date that the last reported sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing May 2, 2022, and (iii) the date on which the company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property, an aggregate of 7,187,500 shares of our Class A common stock held by 200 Park Avenue Partners, LLC , PA 2 Co-Investment LLC , Craig-Hallum Capital Group LLC and certain affiliated individuals, are ~~accounted for~~subject to transfer restrictions set forth in the registration rights agreement entered into in connection with the Business Combination. Following the expiration of each lock-up, the applicable securityholders will not be restricted from selling shares of our Class A common stock held by them, other than by applicable securities laws.

In addition, exercises of significant amounts of options or the settlement of significant amounts of equity awards at one time, including any related sales of shares of Class A common stock as a ~~warrant liability will be recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have an adverse effect on~~result of sell-to-cover transactions effected to address any associated tax liabilities or any discretionary sales by the holders of equity awards, could also reduce the market price of our Class A common stock. The Company generally restricts the sale of equity securities by officers, directors and employees to designated window periods each quarter. If there are significant exercises of options or settlement of equity awards in a limited period of time, such issuances would be very dilutive to existing stockholders. In addition, significant sales of shares of Class A common stock ~~and/~~at one time as a result of associated sell-to-cover transactions or ~~may make it more difficult for us to consummate an initial business combination.~~

~~We account for the 9,842,500 warrants issued~~discretionary sales effected in connection with the initial public offering (including the 9,583,333 warrants sold as part of the units in the initial public offering and the 259,167 private placement warrants underlying the private placement units) in accordancesuch exercises or settlement, including to cover holders’ tax obligations associated with the ~~guidance contained~~exercise and/or settlement of certain options and RSUs, may result in ~~Derivatives~~trading volatility and Hedging — Contracts in Entity’s Own Equity (ASC 815-40). Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, we will classify each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such remeasurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in our statement of operations and therefore our reported earnings. The impact of changes in fair value on earnings may have an adverse effect onreduce the market price of our Class A common stock.

The consummation of the Business Consummation satisfied a liquidity condition for 2.7 million RSUs, causing these RSUs to vest. The Business Combination did not satisfy a liquidity condition for an additional 2.5 million of RSUs (“Liquidity 1 RSUs”). However, on May 12, 2022, the Company’s board of directors waived the liquidity condition associated with the Liquidity 1 RSUs, permitting them to vest also (based on service). On May 12, 2022, 2.4 million Liquidity 1 RSUs were outstanding. As a result of the vesting of these RSUs, a significant number of shares of Class A common stock may be sold in the public market in order to pay for the withholding tax due upon the vesting of these RSUs, and holders of RSUs may also elect to sell the shares of Class A common stock they receive upon the settlement of the RSUs. We expect that the settlement of 2.1 million of the Liquidity 1 RSUs may occur close in time to the expiration of the lock-up described above on June 1, 2022. Sales of a significant number of shares of our Class A common stock could result in trading volatility and cause the market price of our Class A common stock to decline.

In addition, in the future, we may issue preferred shares or other equity ranking senior to our Class A common stock. ~~In addition, potential targets~~Preferred shares have, and those other securities will generally have, priority upon liquidation. Such securities also may ~~seek~~be governed by an instrument containing covenants restricting our operating flexibility. Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our Class A common stock. Because our decision to issue equity in the future will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, nature or success of our future capital raising efforts. As a ~~special purposes acquisition company (SPAC) that does not have warrants that are accounted for as a warrant liability, which~~result, future capital raising efforts may ~~make it more difficult for us to consummate an initial business combination with a target business.~~

~~We have identified a material weakness in our internal control over financial reporting as~~reduce the market price of January 14, 2021, March 31, 2021, June 30, 2021, and September 30, 2021. If we are unable to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

Following the issuance of the SEC Staff Statement and subsequent informal guidance delivered by the SEC to accounting and audit practitioners in November 2021 regarding the accounting for certain complex financial instruments (such as our Class A common stock and ~~warrants), our management concluded that, in light of~~be dilutive to existing shareholders.

As restrictions on resale end, equity awards vest and registration statements become available for use, the SEC Staff Statement and such informal guidance, our audited balance sheet as of January 14, 2021, and our interim financial statements for the quarters ended March 31, 2021, and June 30, 2021, should be restated. In connection with the foregoing development and solely as the result of such restatement, we identified a material weakness in our internal controls over financial reporting.

~~A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement~~market price of our ~~annual~~Class A common stock could decline if the holders of currently restricted shares sell them or ~~interim financial statements will not be prevented, or detected and corrected on a timely basis.~~

~~Effective internal controls~~ are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

For risk factors related to BuzzFeed and the Business Combination, please review the Registration Statement on Form S-4 that the Company filed with the SEC on July 30, 2021, including the preliminary proxy statement/prospectus of the Company included therein as amendedperceived by the ~~Company from time~~market as intending to ~~time, any post-effective amendments or supplements thereto to be filed by the Company, and the definitive proxy statement/prospectus filed by the Company on November 10, 2021.~~sell them.

~~Item~~ITEM 2. ~~Unregistered Sales of Equity Securities and Use of Proceeds.~~

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of $10.00 per Private Placement Unit to the Sponsor, PA 2 Co-Investment LLC (an affiliate of Cowen and Company, LLC, a representative of the underwriters), and Craig-Hallum Capital Group LLC (a representative of the underwriters) and its affiliate, generating proceeds of approximately $7.8 million.

In connection with the Initial Public Offering, our sponsor had agreed to loan us an aggregate of up to $300,000 pursuant to the Note. This loan is non-interest bearing and payable on the consummation of the Initial Public Offering. The Company repaid the Note in full on January 14, 2021.

Upon the closing of the Initial Public Offering and the Private Placement, $287.5 million in the aggregate of net proceeds of the Initial Public Offering and certain of a portion of the proceeds of the Private Placement were placed in the Trust Account and invested in U.S. government treasury bills with a maturity of 185 days or less and in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.

~~We paid a total of approximately $6.2 million in underwriting discounts and commissions and offering costs related to the Initial Public Offering.~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On June 24, 2021, concurrently with the execution of the Merger Agreement, the Company entered into a convertible note subscription agreement (the “Convertible Note Subscription Agreement”) with certain investors (the “Note Investors”), in respect of $150.0 million aggregate principal amount of unsecured convertible notes due in 2026 (the “Notes”) to be issued in connection with the closing of the Business Combination The principal terms of the Notes are set forth in the term sheet attached as an exhibit to the Convertible Note Subscription Agreement and will be embodied in an indenture to be entered into in connection with the closing of the Business Combination between BuzzFeed, the guarantors party thereto and the indenture trustee (the “Indenture”) and the form of global note attached thereto. The Notes will bear interest at a rate of 7.00% per annum, payable semi-annually (provided, however, that if there is less than $144.0 million in 890’s trust account immediately following the closing date of the transactions subject of the Convertible Note Subscription Agreement (the “Convertible Note Financing”), the stated interest rate shall be 8.50% per annum), will be convertible into approximately 12,000,000 shares of Class A common stock at an initial conversion price of the lesser of (x) $12.50 and (y) a 25% premium to the lowest per share price at which any equity of 890 is issued prior to the closing of the Business Combination in accordance with the terms thereof, and shall mature on the date that is five years following the closing of the Convertible Note Financing. The securities that may be issued in connection with the Convertible Note Subscription Agreement will not be immediately registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

None.

~~Item~~ITEM 3. ~~Defaults upon Senior Securities.~~DEFAULTS UPON SENIOR SECURITIES

~~None.~~Not applicable.

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~~Item~~ITEM 4. ~~Mine Safety Disclosures.~~MINE SAFETY DISCLOSURES

Not applicable.

~~Item~~ITEM 5. ~~Other Information.~~

~~None.~~OTHER INFORMATION

Not applicable.

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~~Item~~ITEM 6. ~~Exhibits.~~EXHIBITS


Exhibit Number		Description
~~2.1†~~10.1‡		~~Agreement~~Change in Control and Severance Plan ~~of Merger, dated~~(filed as ~~of June 24, 2021, by and among~~Exhibit 10.1 to the ~~Registrant, Bolt Merger Sub I, Inc., Bolt Merger Sub II, Inc., and BuzzFeed, Inc. (incorporated by reference to Exhibit 2.1 of~~Company’s Form 8-K filed ~~by the Registrant with the SEC~~ on ~~June 24, 2021).~~February 9, 2022)
~~2.2~~10.2‡		~~Amendment No. 1~~Offer Letter, dated March 25, 2022, between BuzzFeed and Marcela Martin (filed as Exhibit 10.1 to ~~Agreement and Plan of Merger, dated as of October 28, 2021, by and among~~ the ~~Registrant, Bolt Merger Sub I, Inc., Bolt Merger Sub II, Inc., and BuzzFeed, Inc. (incorporated by reference to Exhibit 2.1 of~~Company’s Form 8-K filed ~~by the Registrant with the SEC~~ on ~~October 29, 2021).~~May 6, 2022)
~~4.1~~31.1		~~Form of Voting Agreement (incorporated by reference to Exhibit 4.1 of Form 8-K filed by the Registrant with the SEC on June 24, 2021).~~
~~4.2~~		Amendment No. 1 of Registration Rights Agreement, dated as of June 24, 2021, by and among the Registrant, 200 Park Avenue Partners, LLC, PA 2 Co-Investment LLC and Craig-Hallum Capital Group LLC (incorporated by reference to Exhibit 4.2 of Form 8-K filed by the Registrant with the SEC on June 24, 2021).
~~4.3~~		~~Form of Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 4.3 of Form 8-K filed by the Registrant with the SEC on June 24, 2021).~~
~~10.1~~		~~Form of Convertible Note Subscription Agreement (incorporated by reference to Exhibit 10.1 of Form 8-K filed by the Registrant with the SEC on June 24, 2021).~~
~~10.2~~		Sponsor Support Agreement, dated as of June 24, 2021, by and among 200 Park Avenue Partners, LLC, the Registrant and BuzzFeed, Inc. (incorporated by reference to Exhibit 10.2 of Form 8-K filed by the Registrant with the SEC on June 24, 2021).
~~10.3~~		~~Form of Stockholder Support Agreement (incorporated by reference to Exhibit 10.3 of Form 8-K filed by the Registrant with the SEC on June 24, 2021).~~
~~10.4~~		~~Loan Commitment Letter, dated May 27, 2021, from 200 Park Avenue Partners, LLC, the Registrant’s Sponsor, to the Registrant.~~
~~10.5~~		~~Loan Commitment Letter, dated August 6, 2021, from 200 Park Avenue Partners, LLC, the Registrant’s Sponsor, to the Registrant.~~
~~10.6~~		Form of Indenture between Registrant and Wilmington Savings Fund Society, FSB as Trustee (incorporated by reference to Exhibit 4.2 of the Registration Statement on Form S-4/A filed by the Registrant with the SEC on October 29, 2021).
~~31.1~~		Certification of ~~Chairman and Co-Chief~~Principal Executive Officer ~~(Principal Executive Officer) Pursuant~~pursuant to ~~Rules~~Rule 13a-14(a) and 15d-14(a) under the ~~Securities~~ Exchange Act, ~~of 1934,~~ as ~~Adopted Pursuant~~adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of ~~Chief~~Principal Financial Officer ~~(Principal Financial and Accounting Officer) Pursuant~~pursuant to ~~Rules~~Rule 13a-14(a) and 15d-14(a) under the ~~Securities~~ Exchange Act, ~~of 1934,~~ as ~~Adopted Pursuant~~adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*32.1#		Certification of ~~Chairman and Co-Chief~~Principal Executive Officer ~~(Principal Executive Officer) Pursuant~~pursuant to 18 U.S.C. Section 1350, as ~~Adopted Pursuant~~adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*32.2#		Certification of ~~Chief~~Principal Financial Officer ~~(Principal Financial and Accounting Officer) Pursuant~~pursuant to 18 U.S.C. Section 1350, as ~~Adopted Pursuant~~adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance ~~Document~~Document.
~~101.SCH~~101.SCHXBRL		~~XBRL~~ Taxonomy Extension Schema ~~Document~~Document.
101.CAL XBRL		~~XBRL~~ Taxonomy Extension Calculation Linkbase ~~Document~~Document.
101.DEF XBRL		~~XBRL~~ Taxonomy Extension Definition Linkbase ~~Document~~Document.
101.LAB XBRL		~~XBRL~~ Taxonomy Extension Label Linkbase ~~Document~~Document.
101.PRE XBRL		~~XBRL~~ Taxonomy Extension Presentation Linkbase ~~Document~~Document.

†104	Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

~~Table of Contents~~

~~These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~Cover Page Interactive Data File (formatted as Inline XBRL and ~~are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference~~included in ~~any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.~~Exhibit 101).

‡Indicates a management or compensatory plan or arrangement in which directors or executive officers are eligible to participate.

# This certification is deemed not filed for purpose of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

3644

Table of Contents

~~SIGNATURE~~SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned ~~hereunto~~thereunto duly authorized.

~~Dated: November 15, 2021~~
	~~890 5TH AVENUE PARTNERS, INC.~~	BuzzFeed, Inc.

		By:	/s/ ~~Emiliano Calemzuk~~Felicia DellaFortuna
	~~Name:~~	~~Emiliano Calemzuk~~	Chief Financial Officer
	~~Title:~~	~~Chief Executive~~	(Principal Financial Officer and Duly Authorized Officer)
Date:	May 16, 2022

3745


	September 30, 2021		December 31, 2020
	(Unaudited)
Assets:
Current assets:
Cash	$	59,820	$	201,781
Prepaid expenses		549,821		6,815
Total current assets		609,641		208,596
Investments held in Trust Account		287,510,994		—
Deferred offering costs associated with the initial public offering		—		338,798
Total Assets	$	288,120,635	$	547,394

Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit):
Current liabilities:
Accounts payable	$	469,346	$	120,269
Accrued expenses		70,000		99,931
Franchise tax payable		149,589		450
Advances from related party		—		13,050
Note payable - related party		—		300,000
Working capital loan - related party		1,000,000		—
Total current liabilities		1,688,935		533,700
Warrant liabilities		12,214,442		—
Total Liabilities		13,903,377		533,700

Commitments and Contingencies (Note 5)

Class A common stock subject to possible redemption, $0.0001 par value; 28,750,000 and 0 shares at $10.00 per share redemption value as of September 30, 2021 and December 31, 2020, respectively		287,500,000		—

Stockholder's Equity (Deficit):
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding as of September 30, 2021 and December 31, 2020		—		—
Class A common stock, $0.0001 par value; 500,000,000 shares authorized; 777,500 issued and outstanding (excluding 28,750,000 shares subject to possible redemption) as of September 30, 2021 and NaN at December 31, 2020		78		—
Class F common stock, $0.0001 par value; 25,000,000 shares authorized; 7,187,500 shares issued and outstanding as of September 30, 2021 and December 31, 2020 (1)		719		719
Additional paid-in capital		—		24,281
Accumulated deficit		(13,283,539)		(11,306)
Total stockholder's equity (deficit)		(13,282,742)		13,694
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit)	$	288,120,635	$	547,394


	For the Three Months Ended		For the Nine Months Ended
	September 30, 2021		September 30, 2021
Operating expenses
General and administrative expenses	$	416,535	$	2,317,651
Administrative fee - related party		60,000		180,000
Franchise tax expense		50,411		149,589
Loss from operations		(526,946)		(2,647,240)
Other income (loss)
Change in fair value of warrant liabilities		109,592		(806,967)
Offering costs associated with issuance of public and private warrants		—		(231,566)
Net gain from investments held in Trust Account		3,024		10,994
Net loss	$	(414,330)	$	(3,674,779)

Weighted average shares outstanding of Class A common stock, basic and diluted		29,527,500		28,121,429

Basic and diluted net loss per share, Class A common stock	$	(0.01)	$	(0.10)

Weighted average shares outstanding of Class F common stock, basic and diluted		7,187,500		7,142,857

Basic and diluted net loss per share, Class F common stock	$	(0.01)	$	(0.10)


	Common Stock										Total
	Class A			Class F			Additional Paid-In		Accumulated		Stockholder’s
	Shares	Amount		Shares (1)	Amount		Capital		Deficit		Equity (Deficit)
Balance — December 31, 2020	—	$	—	7,187,500	$	719	$	24,281	$	(11,306)	$	13,694
Sale of units in private placement, less derivative liabilities for private placement warrants	777,500		78	—		—		7,484,113		0		7,484,191
Accretion on Class A common stock subject to possible redemption amount - restated, see Note 2	—		—	—		—		(7,508,394)		(9,597,454)		(17,105,848)
Net income	—		—	—		—		0		1,040,995		1,040,995
Balance — March 31, 2021 (unaudited) - restated, see Note 2	777,500		78	7,187,500		719		0		(8,567,765)		(8,566,968)
Net loss	—		—	—		—		0		(4,301,444)		(4,301,444)
Balance — June 30, 2021 (unaudited) - restated, see Note 2	777,500		78	7,187,500		719		0		(12,869,209)		(12,868,412)
Net loss	—		—	—		—		0		(414,330)		(414,330)
Balance – September 30, 2021 (unaudited)	777,500	$	78	7,187,500	$	719	$	0	$	(13,283,539)	$	(13,282,742)


	For the Nine Months Ended
	September 30, 2021
Cash Flows from Operating Activities:
Net loss	$	(3,674,779)
Adjustments to reconcile net loss to net cash used in operating activities:
Unrealized gain from investments held in Trust Account		(10,994)
Offering costs associated with issuance of public and private warrants		231,566
Change in fair value of warrant liabilities		806,967
Changes in operating assets and liabilities:
Prepaid expenses		(543,006)
Accounts payable		349,077
Accrued expenses		(79,731)
Franchise tax payable		149,139
Net cash used in operating activities		(2,771,761)

Cash Flows from Investing Activities
Cash deposited in Trust Account		(287,500,000)
Net cash used in investing activities		(287,500,000)

Cash Flows from Financing Activities:
Proceeds received from initial public offering, gross		287,500,000
Proceeds received from private placement		7,775,000
Proceeds received from issuance of common stock to Sponsor		—
Advances from related party		20,125
Proceeds from working capital loan - related party		1,000,000
Repayment of advances from related party		(33,175)
Repayment of note payable to related party		(300,000)
Payment of offering costs		(5,832,150)
Net cash provided by financing activities		290,129,800

Net change in cash		(141,961)

Cash - beginning of the period		201,781
Cash - end of the period	$	59,820

Supplemental disclosure of noncash activities:
Offering costs included in accrued expenses	$	70,000


	As of January 14, 2021
	As Previously
	Reported (1)		Adjustment		As Restated
Unaudited Condensed Balance Sheet
Total assets	$	289,432,482	$	—	$	289,432,482
Total liabilities	$	11,781,807	$	—	$	11,781,807
Class A common stock subject to possible redemption		272,650,670		14,849,330		287,500,000
Stockholders’ equity (deficit)
Preferred stock		—		—		—
Class A common stock		226		(148)		78
Class F common stock		719		—		719
Additional paid-in-capital		5,251,729		(5,251,729)		—
Accumulated deficit		(252,669)		(9,597,453)		(9,850,122)
Total stockholders’ equity (deficit)		5,000,005		(14,849,330)		(9,849,325)
Total liabilities, temporary equity and stockholders’ equity (deficit)	$	289,432,482	$	—	$	289,432,482


	As of March 31, 2021
	As Previously
	Reported		Adjustment		As Restated
Unaudited Condensed Balance Sheet
Total assets	$	288,953,438	$	—	$	288,953,438
Total liabilities	$	10,020,406	$	—	$	10,020,406
Class A common stock subject to possible redemption		273,933,030		13,566,970		287,500,000
Stockholders’ equity (deficit)
Preferred stock		—		—		—
Class A common stock		213		(135)		78
Class F common stock		719		—		719
Additional paid-in-capital		3,969,381		(3,969,381)		—
Accumulated deficit		1,029,689		(9,597,454)		(8,567,765)
Total stockholders’ equity (deficit)		5,000,002		(13,566,970)		(8,566,968)
Total liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	$	288,953,438	$	—	$	288,953,438


	As of June 30, 2021
	As Previously
	Reported		Adjustment		As Restated
Unaudited Condensed Consolidated Balance Sheet
Total assets	$	288,690,246	$	—	$	288,690,246
Total liabilities	$	14,058,658	$	—	$	14,058,658
Class A common stock subject to possible redemption		269,631,580		17,868,420		287,500,000
Stockholders’ equity (deficit)
Preferred stock		—		—		—
Class A common stock		256		(178)		78
Class F common stock		719		—		719
Additional paid-in-capital		8,270,788		(8,270,788)		—
Accumulated deficit		(3,271,755)		(9,597,454)		(12,869,209)
Total stockholders’ equity (deficit)		5,000,008		(17,868,420)		(12,868,412)
Total liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	$	288,690,246	$	—	$	288,690,246


Gross proceeds received from Initial Public Offering	$	287,500,000
Less:
Fair value of Public Warrants at issuance		(11,116,667)
Offering costs allocated to Class A common stock		(5,989,181)
Plus:
Accretion on Class A common stock to redemption value		17,105,848
Class A common stock subject to possible redemption	$	287,500,000


Warrant liabilities at January 1, 2021	$	—
Issuance of public and private warrants		11,407,475
Public warrants transfer to Level 1		(11,116,667)
Change in fair value of warrant liabilities		(63,958)
Warrant liabilities at March 31, 2021		226,850
Change in fair value of warrant liabilities		118,017
Warrant liabilities at June 30, 2021		344,867
Change in fair value of warrant liabilities		(13,758)
Warrant liabilities at September 30, 2021	$	331,109


	September 30, 2021			January 14, 2021
Exercise price	$	11.50		$	11.50
Stock Price	$	9.91		$	10.00
Term (in years)		5.17			5.00
Volatility		18.90	%		18.00	%
Risk-free interest rate		1.01	%		0.82	%
Dividend yield		—			—