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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

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

 For
the fiscal year ended December 31, 2023

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

 For
the transition period from __________ to __________

 Commission
file number 001-12471

 THE
ARENA GROUP HOLDINGS, INC.

 (formerly
known as theMaven, Inc.)

 (Exact
name of registrant as specified in its charter)

 Delaware

 68-0232575

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 Vesey Street

 24 th
 Floor

 New
 York, New York

 10281

 (Address
 of principal executive offices)

 (Zip
 Code)

 (212) 321-5002

 (Registrant's
telephone number, including area code)

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

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Stock, $0.01 par value

 AREN

 NYSE
 American

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the 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

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

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
emerging growth company, indicated 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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

 As
of June 30, 2023, which was the last business day of the registrant's most recently completed second fiscal quarter for fiscal
2023, the aggregate market value of the common stock held by non-affiliates was $ 57,218,045. This calculation is based upon the closing
price of the common stock of $4.58 per share on that date, as reported by the NYSE American.

 As
of March 28, 2024, the Registrant had 29,770,553 shares of common stock outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 Portions
of the registrant's definitive proxy statement for its 2024 Annual Meeting of Stockholders, or Proxy Statement, to be filed within
120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, are incorporated by reference in Part III. Except
with respect to information specifically incorporated by reference in this Annual Report, the Proxy Statement shall not be deemed to
be filed as part hereof.

 Form

 Table
of Contents

 Page

 Part I.

 Item
 1.

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item
 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosure

 Part II.

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 [Reserved]

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Part III.

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accountant Fees and Services

 Part IV.

 Item
 15.

 Exhibits and Financial Statement Schedules

 Item
 16.

 Form 10-K Summary

 Signatures

 Cautionary
Statement Regarding Forward-Looking Information

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

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

 our
 ability to achieve and maintain profitability in the future;

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

 our
 ability to attract new subscribers and to persuade existing subscribers to renew their subscriptions;

 the
 success of strategic relationships with third parties;

 our
 ability to recruit and retain qualified personnel;

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

 our
 ability to attract, develop, and retain capable Publisher Partners (as described below) and expert contributors;

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

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

 our
 ability to respond to general economic conditions;

 the
 impact of the novel coronavirus ("COVID-19") pandemic;

 our
 ability to continue to satisfy NYSE American listing rules;

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

 other
 factors detailed under the section entitled " Risk Factors."

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

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

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

 Part
I

 Item
1. Business

 The
Arena Group Holdings, Inc. (the "Company," "Arena Group," "we," "our," or "us"),
is a media company that leverages technology to build deep content verticals powered by anchor brands and a best-in-class digital media
platform (the "Platform") empowering publishers who impact, inform, educate, and entertain. Our strategy is to focus on key
subject matter verticals where audiences are passionate about a topic category (e.g., sports and finance) where we can leverage the strength
of our core brands to grow our audience and increase monetization both within our core brands as well as for our media publisher partners
(each, a "Publisher Partner"). Our focus is on leveraging our Platform and brands in targeted verticals to maximize audience
reach, enhance engagement, and optimize monetization of digital publishing assets for the benefit of our users, our advertiser clients,
and our greater than 40 owned and operated properties as well as properties we run on behalf of independent Publisher Partners. We own
and operate TheStreet, The Spun, Parade, and Men's Journal and power more than 320 independent Publisher Partners, including the
many sports team sites that comprise FanNation.

 Each
Publisher Partner joins the Platform by invitation only with the objective of improving our position in key verticals while optimizing
the performance of the Publisher Partner. Publisher Partners incur the costs in content creation on their respective channels and receive
a share of the revenue associated with their content. Because of the state-of-the-art technology and large scale of the Platform and
our expertise in search engine optimization, social media, ad monetization and subscription marketing, Publisher Partners continually
benefit from our ongoing technological advances and audience development expertise. Additionally, we believe the lead brands within our
verticals, create a halo benefit for all Publisher Partners while each of them adds to the breadth and quality of content.

 The

 We
developed the Platform, a proprietary online publishing platform that provides our owned and operated media businesses, Publisher Partners
(who are third parties producing and publishing content on their own domains), and individual creators contributing content to our owned
and operated sites ("Expert Contributors"), the ability to produce and manage editorially focused content through tools and
services provided by us. We have also developed proprietary advertising technology, techniques and relationships that allow us, our Publisher
Partners, and our Expert Contributors to monetize editorially focused online content through various display and video advertisements
and tools and services for driving a subscription or membership based business and other monetization services (the "Monetization
Solutions" and, together with the Platform, the "Platform Services"). Our Platform offers audiences bespoke content
with optimized design and page construction.

 The
Platform comprises state-of-the-art publishing tools, video platforms, social distribution channels, newsletter technology, machine learning
content recommendations, notifications, and other technology that deliver a complete set of features to drive a digital media business
in an entirely cloud-based suite of services. Our software engineering and product development teams are experienced at delivering these
services at scale. We continue to develop the Platform software by combining proprietary code with components from the open-source community,
plus select commercial services as well as identifying, acquiring, and integrating other platform technologies where we see unique long-term
benefits to us.

 The
Platform Services include:

 Content
 management, machine learning driven content recommendations, traffic redistribution, hosting
 and bandwidth;

 Video
 publishing, hosting, and player solution via an integrated set of third party providers;

 Dashboards
 for our Publisher Partners as well as integration with leading analytics services like Google
 Analytics;

 User
 account management;

 User
 account migration to our Platform, including emails and membership data;

 Technical
 support team to support our Publisher Partners and staff (if applicable) on the Platform;

 serving, trafficking/insertion orders, yield management, reporting and collection;

 Various
 integrations to enable the syndication of content (e.g., Apple News, Facebook Instant Articles,
 Google AMP, Google news and RSS feeds); and

 Other
 features, as they may be added to the Platform from time to time.

 Our
Publisher Partners use the Platform Services to produce, manage, host and monetize their content in accordance with the terms and
conditions of partner agreements between each of our Publisher Partners and us (the "Partner Agreements"). Our Publisher
Partners incur the costs with respect to creating their content; thus, not requiring capital investment by us. Pursuant to the
Partner Agreements, we and our Publisher Partners split revenue generated from the Platform Services used in connection with the
Publisher Partner's content based on certain criteria. Criteria include whether the revenue was from direct or programmatic
advertising sales, was generated by our Publisher Partner or us, was generated in connection with a subscription or a membership,
was generated from syndicating or third party licensing, or whether the revenue was derived from affiliate links.

 Subject
to the terms and conditions of each Partner Agreement and in exchange for the Platform Services, our Publisher Partners grant us, for
so long as our Publisher Partner's assets are hosted on the Platform, (i) the right to use, host, store, cache, reproduce, publish,
publicly display, distribute, transmit, modify, adapt and create derivative works of the content provided by the Publisher Partner to
provide, maintain and improve the Platform Services; (ii) use, publicly display, distribute and transmit the name, logo, and trademarks
of the Publisher Partner to identify them as users of the Platform Services; (iii) exclusive control of ads.txt with respect to our Publisher
Partner's domains; and (iv) the exclusive right to include our Publisher Partner's website domains and related URLs in a
consolidated listing assembled by third party measurement companies such as comScore, Nielsen or other similar measuring services selected
by us. As such, the Platform serves as the primary digital media and social platform with respect to each of our Publisher Partners'
website domains during the applicable term of each Partner Agreement.

 Our
Brands and Growth Strategy

 Our
business model is to grow our Platform audience while striving to diversify revenue and drive gross margin through traditional media
brands as well as new digital-first brands. We believe our vertical model allows us and our Publisher Partners to leverage audience growth,
technological efficiencies and cost savings across all of our brands. Our vertical model consists of (i) acquiring or partnering with
powerful brands that can offer our audience custom content and domain authority, (ii) forming key strategic partnerships with like-minded
partners of high-quality content, (iii) partnering with entrepreneurial publishers to drive local content at variable cost tied to performance,
and (iv) growing our Publisher Partners on our network to expand our content offerings and add scale to the ecosystem.

 Our
growth strategy is to continue adding new Publisher Partners in key verticals that management believes will expand the scale of
unique users interacting on the Platform. In each vertical, we seek to build around leading brands, such as FanNation, Athlon Sports
or The Spun (for sports), TheStreet (for finance) and Parade and Men's Journal (for lifestyle), surround them with subcategory
specialists, and further enhance coverage with individual Expert Contributors. The primary means of expansion is adding independent
Publisher Partners or acquiring publishers that have premium branded content and can broaden the reach and impact of the Platform.
Specifically, our growth initiatives include: (i) increasing syndication of the content on our Platform through the re-publishing
the content on third party websites, (ii) offering of podcasts and e-commerce through our Platform, (iii) acquiring or developing
new verticals for our users, and (iv) continuing to identify and partner with new Publisher Partners.

 Sports Vertical

 In
2019, we launched our sports vertical by entering into a Licensing Agreement (as described below) with Authentic Brands Group
("ABG"), pursuant to which we were granted the exclusive right and license in the United States, Canada, Mexico, the
United Kingdom, Republic of Ireland, Australia, and New Zealand to operate the Sports Illustrated print and digital media business
under the Sports Illustrated brand. While continuing to evolve and expand the sports business and leverage the Sports Illustrated
brand, in October 2020 we launched FanNation, a curated collection of independent sports journalists, each focused on a single
professional or leading collegiate sports team. FanNation and other sports Publisher Partners helped to more than triple pageviews
in our sports vertical from 2020 to 2023. In 2023 our sports Publisher Partners represented more than double the traffic of Sports
Illustrated internet domains. Also driving the expansion in the sports vertical was the addition of The Spun and Athlon Sports.

 The
Spun founded in September 2012, and acquired by us in June 2021, is an online independent sports publication that brings readers the
most interesting athletic stories of the day. The Spun focuses on the social media aspect of the industry. Athlon Sports was acquired by us as part of the Parade acquisition in April 2022. It had been a print-only property
publishing newsstand magazines covering the various drafts and both professional and collegiate sports. We leveraged its expertise and
appeal on-line as part of our sports vertical and today it is a significant part of our digital sports presence.

 As
further described in the section titled "Risk Factors" and elsewhere in this Annual Report on Form 10-K, in connection
with our failure to make a quarterly payment due ABG pursuant to the Licensing Agreement for the Sports Illustrated media business,
of approximately $3,750,000, on January 18, 2024, ABG notified the Company of its intention to terminate our Licensing Agreement,
effective immediately, for the Sports Illustrated media business, dated June 14, 2019, by and between us and ABG (as amended to
date, the "Licensing Agreement"). Upon such termination, a fee of $45.0 million became immediately due and payable by us
to ABG pursuant to the terms and conditions of the Licensing Agreement. In addition, upon termination of the Licensing Agreement,
all outstanding and unvested warrants to purchase shares of our common stock issued to ABG in connection with the Licensing
Agreement became immediately vested and exercisable. On March 18, 2024, ABG announced it had reached an agreement in principle with
a third party that will become the new operator of the Sports Illustrated media business. We are engaging in continuing discussions
with ABG and the third party regarding the timing and terms of the transition of the Sports Illustrated component of the business to
the aforementioned third party. We will continue to operate our sports vertical led by FanNation, The Spun, Athlon Sports, and the other sports
Publisher Partners.

 TheStreet

 TheStreet
is a leading financial news and information provider to investors and institutions worldwide and produces business news and market analysis
for individual investors. TheStreet has a strong editorial tradition, a subscription platform, and valuable membership base to us,
and benefits from our mobile-friendly Content Management System, social, video, and monetization technology.

 Parade

 We
acquired Parade, a premium-branded company in April 2022 which helped to expand our digital audience reach. Parade has become the anchor
of our new lifestyle vertical, and Athlon Sports, one of Parade's premium-brands, has expanded our sports vertical. In the fourth
quarter of 2022, we discontinued the Parade print business, including the print operations of Parade, and the Relish and Spry Living print
products that were acquired as part of the Parade acquisition. See Note 3, Discontinued Operations in our accompanying consolidated
financial statements for additional information.

 Men's
Journal

 We
acquired the digital assets of Men's Journal from Weider Publications, a subsidiary of A360 Media, LLC in December 2022 to supplement
our growing lifestyle vertical. This suite of digital assets provides our audience with access to premium active lifestyle brands including
Men's Journal, Men's Fitness, Surfer, Powder, Bike, SKATEboarding, Snowboarder and NewSchoolers.

 HubPages

 HubPages
enhances the user's experience by including content from individual creators to the HubPages network of premium content channels
that are owned and operated by Arena. These channels, such as PetHelpful, dengarden and Fashionista, act as an open community for writers,
explorers, knowledge seekers, and conversation starters to connect in an interactive and informative online space.

 Corporate
History

 We
were originally incorporated in Delaware as Integrated Surgical Systems, Inc. ("Integrated") in 1990. On October 11, 2016,
Integrated and TheMaven Network, Inc. ("Maven Network") entered into a share exchange agreement (the "Share Exchange
Agreement"), whereby the stockholders of Maven Network agreed to exchange all of the then-issued and outstanding shares of common
stock of Maven Network for shares of common stock of Integrated. On November 4, 2016, the parties consummated a re-capitalization pursuant
to the Share Exchange Agreement and, as a result, Maven Network became a wholly owned subsidiary of Integrated. Integrated changed its
name to theMaven, Inc. on December 2, 2016.

 On
September 20, 2021, we re-branded to "The Arena Group." Effective on February 8, 2022, we changed our legal name to The
Arena Group Holdings, Inc. in conjunction with filing a Certificate of Amendment and Certificate of Corrections with the State of
Delaware. On February 9, 2022, our common stock began trading on the NYSE American under the trading symbol "AREN".

 Intellectual
Property

 We
use proprietary technology to operate our business, and our success depends, in part, on our ability to protect our technology and intellectual
property. We rely on a combination of patent, copyright, trademark and trade secret laws, as well as contractual restrictions, to establish
and protect our intellectual property. We maintain a policy requiring our employees, contractors, consultants and other third parties
to enter into confidentiality and proprietary rights agreements to control access to our proprietary information. These laws, procedures
and restrictions provide only limited protection and any of our intellectual property rights may be challenged, invalidated, circumvented,
infringed or misappropriated. Further, the laws of certain countries do not protect proprietary rights to the same extent as the laws
of the United States and, therefore, in certain jurisdictions, we may be unable to protect our proprietary technology.

 As
of December 31, 2023, we had seven issued patents in the United States, all expiring by 2033.

 As
of December 31, 2023, we also owned approximately 1,300 U.S. copyright registrations and had unregistered copyrights in our software
documentation, software code, marketing materials, and website content that we developed, and owned over 1,600 registered domain names.
As of December 31, 2023, we also owned approximately 160 U.S. trademark registrations, 29 pending U.S. trademark applications, and 89 issued foreign
trademark registrations and 16 pending foreign trademark applications in over 30 countries, and a number of unregistered marks that we
use in the United States and other countries to promote our brands.

 Our
registered trademarks are all subject to maintenance or renewal at various times through 2033.

 We
will continue to file updated trademark applications in the United States and abroad to reflect our branding evolution and to continue
strengthening our trademark portfolio as financial resources permit. From time to time, we also expect to file additional patents and
copyrights.

 Our
Publisher Partners and Licensing

 In
connection with our Partner Agreements and any other applicable agreements between us and our Publisher Partners, (i) we and our affiliates
own and retain (a) all right, title, and interest in and to the Platform, other Monetization Solutions and data collected by us, and
(b) we and our licensors' trademarks and branding and all software and technology we use to provide and operate the Platform and
Monetization Solutions, and (ii) each Publisher Partner owns and retains (a) all right, title, and interest in and to the Publisher Partner's
assets, content, and data collected by Publisher Partner and (b) each Publisher Partner's trademarks and branding.

 Human
Capital Resources

 Our
total number of employees as of December 31, 2023 was 448, of which 441 were full-time employees and seven were part-time employees.
As of December 31, 2023 approximately 18% of our workforce, or 82 employees, is represented by a union named The NewsGuild of New York,
CWA Local 31003 (the "Guild") pursuant to a binding Memorandum of Agreement executed by and between the Guild and The
Arena Media Brands, LLC ("Arena Media") on December 31, 2021 (the "MOA"), which covers Sports Illustrated
editorial staff. The MOA addresses the terms of employment for covered employees and non-employees regarding, among other things,
wages, raises, bonuses, severances, benefits, discipline and the like. We incorporated the terms of the MOA into our fiscal 2023
employment practices.

 In
January 2024, we announced a reduction to our workforce of approximately one-third of our employees in order to reduce costs and achieve
profitability. This included all 82 employees represented by the Guild.

 Corporate
Culture

 We
like to say that The Arena Group is where the action is - where passion drives each of us. The things we love are what keep us coming
back to read, watch and experience the best in sports, finance, and entertainment – brought to you by the iconic brands you admire
most. We are building out the pathways to passion – your ticket to continuous excitement.

 We
are working to build and sustain a company culture that enables our employees to show up as their best, whole selves; to communicate,
collaborate, and innovate with their colleagues, no matter where they are located; and to learn, grow, and belong.

 Diversity,
Equity, and Inclusion

 We
believe that a workforce rich in diversity of thought, background, and experience helps us build a company and community where we can
all succeed. In December 2022, we launched our first company-wide Diversity, Equity, and Inclusion ("DEI") Council –
comprised of 18 employees with a variety of identities and backgrounds that also represented as wide a selection as possible across brands,
functions, and tenures at Arena, and most importantly, represented a clear commitment to diversity and inclusion at our company. In 2023,
the Council met monthly to share employee experiences, identify opportunities to improve our culture, and advise senior leadership on
how to direct an annual DEI budget. As a result of feedback from the Council, a sample of outcomes include attendance at multiple conferences
led by diverse journalism organizations, hosted panels internally ranging from celebration of identities to supporting mental health,
and the creation of the framework for our 2024 monthly DEI learning and discovery series.

 Seasonality

 We
experience seasonality as a result of advertising seasonality, sports seasons and major sporting events. Advertising typically peaks
in the fourth quarter of our fiscal year as advertisers tend to concentrate their budgets during the holiday season. This trend is magnified
by professional sports and college football seasons, which account for a significant portion of our advertising revenue during that period
of the year. Other sporting events such as the Super Bowl, the Winter and Summer Olympics, soccer's World Cup, and major golf,
tennis and cycling events create increased traffic at the time of these respective events.

 Competition

 Currently,
we believe that there are many competitors delivering media content in the verticals that we serve on the web and on mobile devices
and an even broader array of general media companies and major media brands that compete for the attention of users overall and the
advertisers who desire to reach them. We have developed a playbook that leverages our Platform to optimize the performance of both
our owned and operated and our Publisher Partners' properties. The playbook is a set of processes, procedures and tactics that
help improve the consumer experience, develop a greater organic audience reach, apply data management and artificial intelligence
tools, optimize monetization and leverage content through syndication and improve distribution. The iconic brands leading each of
our verticals, such as Athlon Sports, FanNation, The Spun, TheStreet and Men's Journal, leverage this playbook to deliver a highly engaging and
effective experience for our users, advertisers and subscribers.

 The
Internet allows theoretically unlimited market access for niche or general media companies resulting in a large number and variety of
participants competing directly for audiences, ad spend and membership revenues. The general business of online media, combined with
some level or method of leveraging community attracts many potential entrants, and in the future, there may be strong competitors that
will compete with us in general or in selected markets. These and other companies may be better financed and be able to develop their
markets more quickly and penetrate those markets more effectively. The following is a list of possible competitors and their respective
categories:

 Vice,
 Buzzfeed, Business Insider, et al., producers of niche content, leveraging social media,
 mobile, and video to compete for ad dollars;

 Fortune,
 CNN, ESPN, Yahoo!, Google, et al., major media companies and producers of general content
 which compete for ad dollars;

 WordPress,
 Medium, RebelMouse, Arc, content management software providers, open to all including experts
 and professionals, which compete for publishers;

 Leaf
 Group Ltd. And Future PLC, which compete for partners and ad dollars;

 YouTube,
 Twitter, Facebook, Reddit, social media platforms open to all creators and which also compete for ad dollars;
 and

 Affiliate
 networks such as Liberty Alliance, which compete for ad dollars.

 In
addition, we view Nexstar Media Group, Inc. and Ziff Davis as peer companies for purposes of performance comparisons even though we do
not consider them direct competitors.

 We
believe that our technology, our substantial scale in traffic, the ease of use of our Platform, our well-known lead media brands, and
the continuing development and evolution of our Platform and an acquisition program provides us with a basis to compete effectively for
market share in terms of ad spend and membership revenue.

 Government
Regulations

 Our
operations are subject to many United States federal and state laws and regulations that involve data privacy, data protection,
rights of publicity, content regulation, intellectual property, or other subjects. The application and interpretation of these laws and
regulations often are uncertain and the impact of regulatory changes cannot be predicted with certainty.

 Several
government authorities, both in the United States and abroad are increasing their focus on privacy issues and the use of personal information.
All U.S. states have enacted some form of data security legislation and there are several federal laws governing data privacy. A growing
number of U.S. states have enacted laws regarding the collection, use and disclosure of personal information such as the California Consumer
Privacy Act of 2018 (the "CCPA"), which was amended by the California Privacy Rights Act (the "CPRA") which went
into effect January 1, 2020. As more states consider or enact laws about information security, companies may be required to adopt written
information security policies consistent with state laws.

 At
the U.S. federal the Federal Trade Commission ("FTC") and state attorneys general have oversight of business operations concerning
the use of personal information and breaches of the privacy laws and may examine privacy policies to ensure that a company discloses
all material practices and fully complies with representations in the policies regarding the use of personal information and the failure
to do so could give rise to penalties under state or federal unfair competition or consumer protection laws.

 We
review our privacy policies and overall operations on a regular basis to ensure compliance with applicable United States federal and
state laws, and to the extent applicable, any foreign laws. We launched a CCPA compliance program in January 2020, and have expedited
it to cover CPRA as well. On an annual basis we review the program and adjust our privacy notice and compliance program practices to
account for our evolving practices and the CCPA/CPRA regulations, which were first promulgated in July 2020 and continue to be subject
to ongoing rulemaking. There are conflicting interpretations of adopted law in the digital media industry, and given the lack of guidance
to date on many of these issues, our compliance posture on some issues might not be accepted by the State of California.

 In
addition to the laws of the United States, we may be subject to foreign laws regulating web sites and online services that in some jurisdictions
are stricter than the laws in the United States. For example, the General Data Protection Regulation (the "GDPR") includes
operational requirements for companies that receive or process personal data of residents of the European Union ("EU"). Some
EU countries are considering or have passed legislation implementing additional data protection requirements that could increase the
cost and complexity of delivering our services. The GDPR also includes certain requirements regarding notification of data processing
obligations or security incidents to appropriate data protection authorities. How the GDPR will be fully applied to online services,
including cookies and digital advertising, is still being determined through ongoing rulemaking and evolving interpretation by applicable
authorities. On June 16, 2020, the Court of Justice of the European Union ("CJEU"), declared the E.U.-U.S. Privacy Shield
framework ("Privacy Shield") to be invalid. As a result, Privacy Shield is no longer a valid mechanism for transferring personal
data from the European Economic Area to the United States. We are addressing this issue, for instance, by including standard contractual
clauses as part of our Data Processing Agreements; however, it is uncertain whether the standard contractual clauses will also be invalidated
by the European courts or legislature. GDPR also convers a private right of action to lodge complaints with supervisory authorities to
seek judicial remedies and obtain compensation for damages for violations of the GDPR. GDPR imposes substantial fines for breaches and
violations (up to the greater of 20 million or 4% of our consolidated annual worldwide gross revenue).

 Social
networking websites are also under increasing scrutiny. Legislation has been introduced on the state and federal level that could regulate
social networking websites. Any such regulation would likely be an impediment to our business.

 The
FTC regularly considers issues relating to online behavioral advertising (a/k/a interest-based advertising), which is a significant revenue
source for us, and Congress and state legislatures are frequently asked to regulate this type of advertising, including requiring consumers
to provide express consent for tracking purposes, so that advertisers may know their interests and are, therefore, able to serve them
more relevant, targeted ads. Targeted ads generate higher per impression fees than non-targeted ads. New laws, or new interpretations
of existing laws, could potentially place restrictions on our ability to utilize our database and other marketing data (e.g., from third
parties) on our own behalf and on behalf of our advertising clients, which may adversely affect our business.

 Legislation
concerning the above-described online activities could affect our ability to make our websites available in certain countries as future
legislation is made effective. It is possible that state and foreign governments might also attempt to regulate our transmissions of
content on our website or prosecute us for violations of their laws. United States law offers limited safe harbors and immunities to
publishers for certain liability arising out of user-posted content, but other countries do not. Further, legislative proposals in the
United States and internationally could impose new obligations in areas affecting our business, such as liability for copyright infringement
by third parties and liability for defamation or other claims arising out of user-posted content. Our business could be negatively impacted
if applicable laws subject us to greater regulation or risk of liability.

 Our
business could also be adversely affected if regulatory enforcement authorities, such as the California Attorney General or EU/EEA data
protection authorities, take issue with any of our approaches to compliance, or if new laws, regulations or decisions regarding the collection,
storage, transmission, use or disclosure of personal information are implemented in such ways that impose new or additional technological
requirements on us, limit our ability to collect, transmit, store and use or disclose the information, or if government authorities or
private parties challenge our data privacy or security practices that result in liability to, or restrictions on us, or we experience
a significant data or information breach which would require public disclosure under existing notification laws and for which we may
be liable for damages or penalties.

 Furthermore,
governments of applicable jurisdictions might attempt to regulate our transmissions or levy sales or other taxes relating to our activities
even though we do not have a physical presence or operate in those jurisdictions. As our platforms, products and advertising activities
are available over the Internet anywhere in the world, multiple jurisdictions may claim that we are required to qualify to do business
as a foreign corporation in each of those jurisdictions and pay various taxes in those jurisdictions. We address state and local jurisdictions
where we believe we have nexus, however, there can be no assurance that we have complied with all jurisdictions that may assert that
we owe taxes.

 Currently,
we carry cybersecurity and business interruption coverage to mitigate certain potential losses, but this insurance is limited in amount
and may not be sufficient in type or amount to cover us against claims related to a cybersecurity breach and related business and system
disruptions. We cannot be certain that such potential losses will not exceed our policy limits, insurance will continue to be available
to us on economically reasonable terms, or at all, or any insurer will not deny coverage as to any future claim. In addition, we may
be subject to changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements.

 Available

 We
file our annual, periodic and current reports, and other required information, electronically with the SEC. The SEC maintains a website
at www.sec.gov that contains reports, proxy and information statements and other information that we file with the SEC electronically.
We also make available on our website at www.thearenagroup.net, free of charge, copies of these reports and other information as soon
as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

 We
use our website, blog, press releases, public conference calls and public webcasts as means of disclosing material non-public information
and for complying with our disclosure obligations under Regulation FD. The information disclosed by the foregoing channels could be deemed
to be material information. As such, we encourage investors, the media, and others to follow the channels listed above and to review
the information disclosed through such channels. The contents of the websites referred to above are not incorporated into this filing.

 Item
1A. Risk Factors

 Investing
in our common stock involves a high degree of risk. Listed below is a summary of the principal risks that could adversely affect our
business, operations and financial results. There are numerous factors that affect our business, operations and financial results, many
of which are beyond our control. The risks described below are not the only risks we face. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial may also affect our business operations. If any of the following risks actually occur,
our business, financial condition, results of operations, cash flows, or our ability to pay our debts and other liabilities could suffer.
As a result, the trading price and liquidity of our securities could decline, perhaps significantly, and you could lose all or part of
your investment. The risks discussed below also include forward-looking statements and our actual results may differ substantially from
those discussed in these forward-looking statements. See the section entitled "Cautionary Statement Regarding Forward-Looking Statements."
All dollar figures are presented in thousands unless otherwise stated.

 RISKS
RELATED TO OUR BUSINESS

 If we fail to retain current users or add new users,
or if our users decrease their level of engagement with the Platform, our business would be seriously harmed.

 The
success of our business and our ability to attract and retain advertisers heavily depends on the size of our user base and the level
of engagement of our users. Several factors could negatively affect user retention, growth, and engagement, including if:

 our
 users increasingly engage with competing platforms instead of the Platform;

 we
 fail to introduce new and exciting products and services, or such products and services do
 not achieve a high level of market acceptance;

 we
 fail to accurately anticipate user needs, or we fail to innovate and develop new software
 and products that meet these needs;

 we
 fail to price our products competitively;

 we
 do not provide a compelling user experience because of the decisions we make regarding the
 type and frequency of advertisements that we display;

 we
 are unable to combat spam, bugs, malwares, viruses, hacking, or other hostile or inappropriate
 usage of our products or the Platform (as defined below);

 there
 are changes in user sentiment about the quality or usefulness of our existing products in
 the short-term, long-term, or both;

 there
 are increased user concerns related to privacy and information sharing, safety, or security
 on the Platform;

 there
 are adverse changes in our products or services that are mandated by legislation, regulatory
 authorities, or legal proceedings;

 technical
 or other problems frustrate the user experience, particularly if those problems prevent us
 from delivering our products in a fast and reliable manner;

 we,
 our Publisher Partners, or other companies in our industry are the subject of adverse media
 reports or other negative publicity, some of which may be inaccurate or include confidential
 information that we are unable to correct or retract; or

 we
 fail to maintain our brand image or our reputation is damaged.

 Our
license agreement to operate the Sports Illustrated media business was terminated by the licensor, which may materially harm our
business, operating results and financial condition.

 In
connection with our failure to make a quarterly payment due to ABG pursuant to the Licensing Agreement of approximately $3,750,000, on
January 18, 2024, ABG notified us of the termination of the Licensing Agreement, effective immediately, in accordance with its rights
under the Licensing Agreement. Upon such termination, a fee of $45.0 million became immediately due and payable by us to ABG pursuant
to the terms and conditions of the Licensing Agreement. In addition, upon termination of the Licensing Agreement, all outstanding and
unvested warrants to purchase shares of Arena common stock issued to ABG in connection with the Licensing Agreement became immediately
vested and exercisable.

 On
March 18, 2024, ABG announced it had reached an agreement in principle with a third party to become the new operator of the Sports
Illustrated media business. We are engaging in discussions with ABG and the third party regarding the timing and terms of
the transition of the Sports Illustrated media business to the aforementioned third party.

 The
loss of the rights to operate the Sports Illustrated media business, in addition to termination payments that are due following termination
of the Licensing Agreement, could harm our competitiveness in our industry, damage any goodwill we may have generated, and otherwise
have a material adverse effect on our business, operating results and financial condition. Any subsequent rebranding efforts we may undertake
may require significant resources and expenses and may affect our ability to attract and retain customers, all of which may have a material
adverse effect on our business, contracts, financial condition, operating results, liquidity and prospects.

 We
defaulted on certain covenants included in our debt agreements that could result in the acceleration of the related debt or the
exercise of other remedies.

 On
December 29, 2023, we failed to make the interest payment due pursuant to the Third A&R NPA (as defined in
"Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital
Resources – Senior Secured Notes") in the amount of approximately $2.8 million, resulting in an event of default under
the Arena Notes (as described below) (the "Arena Notes Default"). On January 5, 2024, we entered into a forbearance
agreement (the "Forbearance Agreement") with Renew Group Private Limited ("Renew"), the lender under the
Third A&R NPA, pursuant to which Renew agreed to a forbearance period through March 29, 2024, while reserving its rights and
remedies. The forbearance period is subject to us retaining a chief restructuring officer acceptable to Renew. Also on January 5,
2024, the Company's board of directors finalized an engagement with FTI Consulting Inc. ("FTI"), a global business
advisory firm, to assist the Company with its turnaround plans and forge an expedited path to sustainable positive cash flow and
earnings to create shareholder value (the "FTI Engagement"). As part of the FTI Engagement, Jason Frankl, a senior managing director of FTI, was appointed as the Company's Chief Business
Transformation Officer. Jason Frankl is a chief restructuring officer
acceptable to Renew. On March 27, 2024, the forbearance period was extended through the earlier of the following: (a) April 30,
2024; (b)
the occurrence of the closing of the Business Combination and (c) the termination of the Business Combination prior to closing.
The outstanding principal on the Arena Notes was approximately $110.7 million as of December 31, 2023.

 The
Arena Notes Default, as well as the Company's failure to make a quarterly payment due to ABG pursuant to the Licensing
Agreement, resulted in an Event of Default under its credit and security agreement dated February 2020 (as amended, the "Arena
Credit Agreement") with SLR Digital Finance LLC ("SLR"). On March 13, 2024 the Company entered into a loan
agreement (the "Arena Loan Agreement"), by and between the Company and Simplify Inventions, LLC ("Simplify"
and in reference to the loan agreement, the "Simplify Loan"), which provides for up to $25 million of borrowings to be
used for working capital and general corporate purposes. Upon the closing, the Company borrowed approximately $7.7 million, of which
approximately $3.4 million was used to repay the outstanding loan balance, accrued interest, certain fees and contingency reserves
under its Arena Credit Agreement. The indirect owner of Renew also has an indirect non-controlling interest in Simplify.

 Borrowings
under the Arena Loan Agreement are secured by substantially all of our assets. Upon the termination of the forbearance period under the Forbearance Agreement, Renew can declare
all outstanding borrowings under the Arena Notes, together with accrued and unpaid interest and fees, to be immediately due and
payable. In addition, Simplify could declare all outstanding borrowings under the Arena Loan Agreement together with accrued and
unpaid interest and fees, to be immediately due and payable and, subject to the terms of the intercreditor agreement between Renew
and Simplify, foreclose on our assets. Any of these actions would have a material adverse effect on our business, financial
condition, or results of operations and could lead to selling assets, cutting costs, reducing cash requirements, filing bankruptcy
or ceasing operations.

 The
market in which we participate is intensely competitive, and if we do not compete effectively, our operating results could be harmed.

 The
digital media industry is fragmented and highly competitive. There are many players in the digital media market, many with greater name
recognition and financial resources, which may give them a competitive advantage. The general business of online media, combined with
some level or method of leveraging community attracts many potential entrants, and in the future, there may be strong competitors that
will compete with us in general or in selected markets. These and other companies may be better financed and be able to develop their
markets more quickly and penetrate those markets more effectively. We expect competition to intensify in the future. All of this could
adversely affect our revenues and operating results.

 The
sales and payment cycle for online advertising is long, and such sales may not occur when anticipated or at all, all of which could adversely
affect our business.

 The
decision process is typically lengthy for brand advertisers and sponsors to commit to online campaigns and subject to delays which may
be beyond our control. In addition, some advertisers and sponsors take months after the campaign runs to pay, and some may not pay at
all, or require partial "make-goods" based on performance. This could have a material adverse effect on our business, financial
condition, or results of operations.

 We
are dependent on the continued services and on the performance of key third party content contributors, the loss of which could adversely
affect our business.

 We
rely on content contributed by third party providers to attract users that drive advertising and subscription revenue. The loss of the
services of any of such key contributors could have a material adverse effect on our business, operating results, and financial condition.
Competition for such contributors is intense, and there can be no assurance that we will be able to successfully attract, assimilate,
or retain them which could have a material adverse effect on our business, financial condition, or results of operations.

 Our
revenues could decrease if the Platform does not continue to operate as intended.

 The
Platform performs complex functions and is vulnerable to undetected errors or unforeseen defects that could result in a failure to operate
or inefficiency. The occurrence of errors and defects could result in loss of or delay in revenue, loss of market share, increased development
costs, diversion of development resources and injury to our reputation or damage to our efforts to expand brand awareness.

 The
growing percentage of users whose computers, tablets, or phones do not support identification through third party cookies, mobile
identifiers, or other tracking technologies could adversely affect our business, results of operations, and financial
conditions.

 We
rely heavily on our ability to collect and disclose data and metrics in order to attract new advertisers and retain existing advertisers.
Any restriction, whether by law, regulation, policy, or other reason, on our ability to collect and disclose data that our advertisers
find useful would impede our ability to attract and retain advertisers.

 We
use "cookies," or small text files placed on user devices when an Internet browser is used, as well as mobile device identifiers,
to connect users' computers anonymously to information that we gather, enabling the Platform to demonstrate to advertisers its
efficacy. More and more devices have offered functionalities that block such anonymized identifiers and some prominent technology companies
have announced intentions to discontinue the use of cookies entirely. Although we believe the Platform is well-positioned to continue
to provide key data insights to advertisers without cookies, actions by advertisers to buy advertising based on alternative identifiers
could lead to changes in purchase behavior of such advertisers, thereby possibly impacting our operations, and our financial condition
could be adversely affected.

 Our
Publisher Partners may engage in intentional or negligent misconduct or other improper activities on the Platform or otherwise misuse
the Platform, which may damage our brand image, our business and our results of operations.

 The
Platform provides our owned and operated media businesses, Publisher Partners, and individual creators contributing content the ability
to produce and manage editorially focused content through tools and services provided by us. We might not be able to monitor or edit
a significant portion of the content, such as advertising content, that appears on the Platform. If misconduct and misuse of the Platform
for inappropriate or illegal purposes occurs, user experience on the Platform may suffer, and claims may be brought against us. Our business
and public perception of our brands may be materially and adversely affected if we face any related lawsuits or other liabilities.

 The
Platform and our technology systems contain open-source software, which may pose particular risk to our proprietary software, features
and functionalities in a manner that negatively affect our business.

 We
use open-source software in the Platform and our technology systems and will continue to use open-source software in the future. We have
set up an internal system to monitor the open-source software we use in our operation and its functionality, and to manage the risk it
poses to our business. We may face claims from third parties claiming ownership of, or demanding release of, the open-source software
or derivative works that we developed using such software. These claims could result in litigation and could require us to make our software
source code freely available, purchase a costly license or cease offering the implicated services unless and until we can re-engineer
them to avoid infringement. This could require significant additional technology and development resources, and we may not be able to
complete such re-engineering successfully.

 ECONOMIC
AND OPERATIONAL RISKS

 We
may have difficulty managing our growth.

 We
have added, and expect to continue to add, Publisher Partner and end-user support capabilities, continue software development activities,
and expand our administrative capabilities. In the past two years, we have entered into multiple strategic transactions which have significantly
expanded our business and placed significant strain on our resources. To manage any further growth, we will be required to improve existing,
and implement new, operational and financial systems and properly manage our employee base. If we are unable to manage growth effectively,
our business could be harmed.

 The
strategic relationships that we may be able to develop and on which we may come to rely may not be successful.

 We
will seek to develop strategic relationships with advertising, media, technology, and other companies to enhance our market penetration,
business development, and advertising sales revenues. There can be no assurance that these relationships will develop and mature, or
that potential competitors will not develop more substantial relationships with the same or more attractive partners. Our inability to
successfully implement our strategy of building valuable strategic relationships could harm our business.

 A
significant portion of our revenues is derived from a single customer. If we were to lose this customer, our revenues could decrease
significantly.

the year ended December 31, 2023, approximately 10% of our revenue was derived from sales to a single customer. The loss of this customer,
or a significant reduction in sales to such customer, could adversely affect our financial condition and operating results.

 Interruptions
or performance problems associated with our technology and infrastructure may adversely affect our business and operating results.

 Our
growth will depend in part on the ability of our users, customers, and Publisher Partners to access the Platform at any time and within
an acceptable amount of time. We may experience performance problems due to a variety of factors, including infrastructure changes, introductions
of new functionality, human or software errors, capacity constraints due to an overwhelming number of users accessing the Platform software
simultaneously, denial of service attacks, or other security related incidents. If the Platform software is unavailable or if our users
are unable to access it within a reasonable amount of time or at all, our business would be negatively affected.

 Moreover,
the Partner Agreements with our Publisher Partners include service level standards that obligate us to provide credits or termination
rights in the event of a significant disruption of the Platform, which may adversely affect our business and operating results.

 We
operate our exclusive coalition of professional-managed online media channels on third party cloud platforms and data center hosting
facilities.

 We
rely on software and services licensed from, and cloud platforms provided by, third parties to offer our digital media services. Any
errors or defects in third party software or cloud platforms could result in errors in, or a failure of, our digital media services,
which could harm our reputation, our business and force us to seek more expensive alternatives. Failure of these third party systems
could cause us to render credits or pay penalties or cause our Publisher Partners to terminate their contractual arrangements with
us.

 We
are subject to certain standard terms and conditions with Amazon Web Services and Google Cloud, companies which have broad discretion
to change their terms of service and other policies with respect to us, and those changes may be unfavorable to us.

 Real
or perceived errors, failures, or "bugs" in the Platform could adversely affect our operating results and growth prospects.

 Because
the Platform is complex, undetected errors, failures, vulnerabilities, or bugs may occur despite prior testing, especially when updates
are deployed. Real or perceived errors, failures, or bugs in our software could result in negative publicity, loss of or delay in market
acceptance of the Platform, loss of competitive position, or claims by our Publisher Partners or our users for losses sustained by them.

 Malware,
viruses, hacking attacks, and improper or illegal use of the Platform could harm our business and results of operations.

 Malware,
viruses, and hacking attacks have become more prevalent in our industry and have occurred on our systems and may occur in the future.
Any security breach caused by hacking, which involves efforts to gain unauthorized access to information or systems, or to cause intentional
malfunctions or loss or corruption of data, software, hardware, or other computer equipment, and the inadvertent transmission of computer
viruses could harm our business, financial condition and operating results.

 If
we are unable to protect our intellectual property rights, our business could suffer.

 Our
success significantly depends on our proprietary technology. We rely on a combination of copyright, trademark and trade secret laws,
employee and third party non-disclosure and invention assignment agreements and other methods to protect our proprietary technology.
Our business, profitability and growth prospects could be adversely affected if we fail to receive adequate protection of our
proprietary rights.

 We
could be required to cease certain activities or incur substantial costs due to claims of infringement of another party's intellectual
property rights.

 Some
of our competitors and other third parties may own technology patents, copyrights, trademarks, trade secrets and website content which
they may use to assert claims against us. We cannot assure you that we will not become subject to claims that we have misappropriated
or misused other parties' intellectual property rights. Any claim or litigation alleging that we have infringed or otherwise violated
intellectual property or other rights of third parties, with or without merit, whether or not settled out of court or determined in our
favor, could be time-consuming and costly to address and resolve, and could divert the time and attention of our management and technical
personnel.

 If
we are required to make substantial payments, cease using the challenged intellectual property, obtain a license or redesign existing
technology due to any intellectual property infringement claims against us, such payments or actions could have a material adverse effect
upon our business and financial results.

 We
are subject to many laws and regulations in the United States and abroad that are constantly evolving and involve matters central
to our business.

 We
are subject or will be subject in the future to myriad constantly evolving laws, statutes and regulations in the United States as well
as in other countries where we may do business. These include, among others, privacy, data protection, and personal information, rights
of publicity, content, intellectual property, advertising, marketing, distribution, data security, data retention and deletion, personal
information, electronic contracts and other communications, competition, protection of minors, consumer protection, telecommunications,
employee classification, product liability, taxation, economic or other trade prohibitions or sanctions, securities law compliance, and
online payment services, and the related compliance costs. Our failure to comply with these laws and regulations could adversely affect
our business and cause significant penalties to be imposed on us.

 In
particular, the growth and development of Internet content, commerce and communities may prompt more stringent consumer protection, privacy,
and data protection laws, both in the United States and abroad, as well as new laws governing their taxation. Compliance with any newly
adopted laws may prove difficult and costly for us.

 Our
services involve the storage and transmission of digital information; therefore, cybersecurity incidents, including those caused by unintentional
errors and those intentionally caused by third parties, may expose us to a risk of loss, unauthorized disclosure or other misuse of this
information, litigation liability, regulatory exposure, reputational harm and increased security costs.

 We
and our third party service providers experience attempted cyber-attacks of varying degrees on a regular basis, one of which
infiltrated our systems and accessed a limited amount of our non-financial and encrypted data. We expect to incur significant,
increasing costs in ongoing efforts to detect and prevent cybersecurity-related incidents. We cannot ensure that our efforts to
prevent cyber security incidents will succeed. While we purchase liability coverage for certain of these types of
matters, a significant cybersecurity incident could subject us to reputational harm, loss of revenue, financial liability and other
damage that may exceed our insurance coverage and preclude us from obtaining adequate insurance levels in the future.

 Existing
or future strategic alliances, long-term investments and acquisitions may have a material and adverse effect on our business, reputation,
and results of operations.

 We
may enter strategic business relationships with third parties to further our business purpose from time to time. These alliances could subject us
to risks, including risks associated with sharing proprietary information, non-performance by the third party and increased expenses
in establishing new strategic alliances, any of which may materially and adversely affect our business. We may have limited ability to
monitor or control the actions of these third parties and, to the extent any of these strategic third parties suffer negative publicity
or harm to their reputation from events relating to their business, we may also suffer negative publicity or harm to our reputation by
virtue of our association.

 Future
acquisitions and the subsequent integration of new assets and businesses into our own will require significant attention from our management
and could result in a diversion of resources from our existing business, which in turn could have an adverse effect on our business operations.
Acquisitions may not achieve our goals and could be viewed negatively by users, business partners or investors, use substantial amounts
of cash, cause potentially dilutive issuances of equity securities, require significant goodwill impairment charges or amortization expenses
for other intangible assets and expose us to unknown liabilities of the acquired business. Moreover, the costs of identifying and consummating
acquisitions may be significant. In addition to, in some cases, having to obtain shareholders' approval, we may also have to obtain approvals and licenses
from relevant authorities for the acquisitions, which could result in increased delay and costs.

 Our
products may require availability of components or known technology from third parties and their non-availability can impede our growth.

 We
license/buy certain technology integral to our products from third parties, including open-source and commercially available
software. Our inability to acquire and maintain any third party product licenses or integrate the related third party products into
our products in compliance with license arrangements, could result in delays in product development until equivalent products can be
identified, licensed and integrated. We also expect to require new licenses in the future as our business grows and technology
evolves. We cannot provide assurance that these licenses will continue to be available to us on commercially reasonable terms, if at
all.

 Our
business is subject to the risk of catastrophic events such as pandemics, earthquakes, flooding, fire, and power outages, and to interruption
by man-made acts, such as war and terrorism.

 Our
business is vulnerable to damage or interruption from pandemics, earthquakes, flooding, fire, power outages, telecommunications
failures, terrorist attacks, acts of war, human errors, break-ins, and similar events. A significant natural disaster could have a
material adverse effect on our business, results of operations, and financial condition, and our insurance coverage may be
insufficient to compensate us for losses that may occur. Furthermore, acts of terrorism, which may be targeted at metropolitan areas
that have higher population density than rural areas, could cause disruptions in our or our Publisher Partners' businesses or
the U.S. economy as a whole. Our technology infrastructure may also be vulnerable to computer viruses, break-ins, denial-of-service
attacks, and similar disruptions from unauthorized tampering with our computer systems, which could lead to interruptions, delays
and loss of critical data. We may not have sufficient protection or recovery plans in some circumstances. As we rely heavily on our
computer and communications systems and the Internet to conduct our business and provide high-quality user and customer service,
these disruptions could negatively impact our ability to run our business and either directly or indirectly disrupt our Publisher
Partners' businesses, which could adversely affect our business, results of operations, and financial condition.

 Compliance
with the reporting obligations under the United States securities laws and Section 404 of Sarbanes-Oxley requires expenditure of capital and other resources and may divert management's attention. If we fail to comply with these reporting
obligations or to maintain adequate internal controls our operations, and investors' confidence in us, could be materially and
adversely affected.

 As
a public company, we are required to comply with the periodic reporting obligations of the Exchange Act, Sarbanes-Oxley and other applicable
securities rules and regulations, including the preparation of annual reports, quarterly reports, and current reports. Complying with
these rules and regulations have caused us and will continue to cause us to incur additional legal and financial compliance costs and
make some activities more difficult, time-consuming and costly. Further, by complying with public disclosure requirements, our business
and financial condition are more visible, which may result in increased threatened or actual litigation.

 In
preparing our financial statements for the year ended December 31, 2022, we identified material weaknesses in our internal control over
financial reporting, which were remediated in 2023 with the implementation of additional controls and procedures. However, we
may in the future discover material weaknesses in other areas of our internal control over financial reporting that require remediation.

 Any
failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition
or results of operations, cause us to lose investor confidence, prevent us from obtaining capital on favorable terms or at all, and subject
us to sanctions or investigations by the SEC, the NYSE American or other regulatory authorities.

 If
we fail to timely meet our reporting obligations under the Exchange Act, Sarbanes-Oxley and other applicable securities rules and regulations
in their entirety, we could be subject to penalties under federal securities laws and regulations of the NYSE American and face lawsuits,
and we will not be able to obtain independent accountant certifications required for public companies under Sarbanes-Oxley.

 Unfavorable
economic and market conditions could adversely affect our business, reputation, and results of operations.

 Our
services, products, properties, and our ability to access the capital markets on terms acceptable or at all may be adversely impacted
by uncertain economic conditions, including but not limited to, regional conflicts, pandemics, adverse changes in interest rates, foreign
currency exchange rates, tax laws or tax rates, inflation, economic downturns, recessions, contraction in the availability of credit,
and the effects of government initiatives to manage economic conditions.

 Our
ongoing cash management strategy is to maintain diversity in our deposit accounts across financial institutions to manage risks from
potential instability in the banking system, but deposits in these institutions may exceed the amount of insurance provided on such deposits
and there can be no assurance that this strategy will be successful.

 We
cannot predict how future economic conditions will affect our users and Publisher Partners and any negative impact on our users or Publisher
Partners may also have an adverse impact on our own results of operations or financial condition.

 RISKS
RELATED TO OUR INDEBTEDNESS, FINANCIAL CONDITION, AND INTERNAL CONTROL

 As
the general economic and market conditions present uncertainty as to our ability to secure additional capital, there can be no assurances
that we will be able to secure additional financing on acceptable terms, or at all, as and when necessary to continue to conduct operations.

 Our
future liquidity and capital requirements will depend upon numerous factors, including the success of the Platform, our offerings, competing
technological developments, and general economic and market conditions, which have presented substantial uncertainty in recent months.
We may need to raise funds through public or private financings, strategic relationships, or other arrangements. There can be no assurance
that such funding will be available on terms acceptable to us, or at all. Furthermore, any equity financing will be dilutive to existing
stockholders, and debt financing, if available, may involve restrictive covenants that may limit our operating flexibility with respect
to certain business matters. Strategic arrangements may require us to relinquish our rights or grant licenses to some or substantial
parts of our intellectual property. If funds are raised through the issuance of equity securities, the percentage ownership of our stockholders
will be reduced, stockholders may experience additional dilution in net book value per share, and such equity securities may have rights,
preferences, or privileges senior to those of the holders of our existing capital stock. If adequate funds are not available on acceptable
terms, we may not be able to continue operating, develop or enhance products, take advantage of future opportunities or respond to competitive
pressures, any of which could have a material adverse effect on our business, operating results, and financial condition.

 We
have a history of losses.

 In
the year ended December 31, 2023, we had net loss of approximately $193.8 million compared to approximately $135.0 million for the year
ended December 31, 2022. Our accumulated deficit as of December 31, 2023 was approximately $373.1 million. In fiscal 2023, we had net
loss of approximately $55.6 million compared to approximately $70.9 million in fiscal 2022. Our accumulated deficit as of December 31,
2022 was approximately $378.7 million. We may continue to incur losses in the future if we do not achieve sufficient revenue or adequately
reduce costs to achieve and maintain profitability. There is no assurance that our operations will generate sufficient cash flows to
support our continued operations in the future without needing to seek additional capital funding or borrowings. We can provide no assurance
that if we need to seek such additional outside capital that it will be available on favorable terms or at all. Any failure to achieve
and maintain profitability could have a materially adverse effect on our ability to implement our business plan, our results and operations,
and our financial condition.

 Our financial
conditions raise substantial doubt about our ability to continue as a "going concern" through one year from the date of the
financial statements contained herein if the Business Combination is not consummated and we are unable to refinance or modify the terms
of the Third A&R NPA and the underlying debt with Renew.

 For
the year ended December 31, 2023, Arena incurred a net loss of $55.6 million. For year ended December 31, 2023 and year ended December
31, 2022, our cash on hand of $9.3 million and $13.9 million and a working capital deficit of $63.3 million and $137.7 million,
respectively. Arena's net loss and working capital deficit have been evaluated by management to determine if the significance of
those conditions or events would limit its ability to meet its obligations when due.

 As
a result, management determined there is substantial doubt about Arena's ability to continue as a going concern for a one-year
period following the financial statement issuance date, unless (i) Arena closes the transactions contemplated by the business
combination agreement by and among the Company, Simplify, Bridge Media Networks, LLC ("Bridge Media"), New Arena Holdco,
Inc ("New Arena") and the other parties dated November 5, 2023, as amended on December 1, 2023 (the "Business
Combination") and (ii) Arena is able to refinance or modify the terms of the Third A&R NPA and the underlying debt with
Renew, which is subject to a forbearance period through the earlier of the following: (a) April 30, 2024, (b) the closing of the
Business Combination, and (c) the termination of the Business Combination, and establishes debt payments that are serviceable by the
Company's cash flow. If we are unable to raise additional capital, we may be required to take additional measures to
conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a
potential transaction and reducing overhead expenses. We cannot provide any assurance that financing sources will be available to us
on commercially acceptable terms or if at all, that our plans to consummate the Business Combination will be successful or the
Company will be able to refinance or modify the terms of the Third A&R NPA and the underlying debt with Renew.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Our
results of operations may fluctuate significantly and may not meet our expectations or those of securities analysts and investors.

 We
operate in an evolving industry, and as a result, our business has evolved over time such that our operating history makes it difficult
to evaluate our business and future prospects. Our results of operations have fluctuated in the past, and future results of operations
are likely to fluctuate as well. Although we have experienced substantial revenue growth, we may not be able to sustain this growth rate
or current revenue levels or achieve profitability. In addition, because our business is evolving, our historical results of operations
may be of limited utility in assessing our future prospects. We expect to face challenges, risks, and difficulties frequently experienced
by growing companies in rapidly developing industries, including those relating to:

 in demand and pricing for our products, services and the Platform;

 developing,
 maintaining, and expanding relationships with Publisher Partners and advertisers;

 innovating
 and developing new solutions that are adopted by and meet the needs of Publisher Partners
 and advertisers;

 competing
 against companies with a larger user and customer base or greater financial or technical
 resources;

 in the pricing policies of Publisher Partners, advertisers and competitors;

 in our access to valuable user data;

 costs
 to develop and upgrade the Platform to incorporate new technologies;

 costs
 related to the acquisition of businesses, talent, technologies, or intellectual property,
 including potentially significant amortization costs and possible write-downs;

 seasonality
 in our business;

 the
 length and complexity of our sales cycles;

 the
 timing of stock-based compensation expense;

 potential
 costs to attract, onboard, retain and motivate qualified personnel;

 responding
 to evolving industry standards and government regulations that impact our business, particularly
 in the areas of data protection and consumer privacy;

 in demand as a result of changes in the macroeconomic environment, as a result of inflation,
 changes in interest rates or foreign exchange rates, or otherwise; and

 further
 expanding our business in other markets.

 Any
one or more of the factors above may result in significant fluctuations in our results of operations. You should not rely on our past
results as an indicator of our future performance.

 Because
many of our expenses are based upon forecast demand and may be difficult to reduce in the short term, volatility in quarterly revenue
could cause significant variations in quarterly results of operations. We may not forecast our revenue or expenses accurately, which
may cause our results of operations to diverge from our estimates or the expectations of securities analysts, and investors. If we fail
to meet or exceed such expectations for these or any other reasons, the trading price of our common stock could fall, and we could face
costly litigation, including securities class action lawsuits.

 Any
future litigation against us could be costly and time-consuming to defend.

 We
have in the past and may in the future become subject to legal proceedings and claims or regulatory inquiries or proceedings that arise
in the ordinary course of business, such as claims brought by our customers and partners in connection with commercial disputes, employment
claims made by our current or former employees, or claims for reimbursement following misappropriation of customer data.

 For
example, we could face claims relating to information published or made available on the Platform. In particular, the nature of our
business exposes us to claims related to defamation, intellectual property rights and rights of publicity and privacy. We might not
be able to monitor or edit a significant portion of the content that appears on the Platform. This risk is enhanced in certain
jurisdictions outside the United States where our protection from liability for third party actions may be unclear and where we may
be less protected under local laws than we are in the United States. We could also face fines or orders restricting or blocking our
services in particular geographies as a result of content hosted on our services. If any of these events occur, our business could
be seriously harmed.

 Our
employees are highly experienced, having worked in our industry for many years and prior employers may try to assert that our
employees are breaching restrictive covenants and other limitations imposed by past employment arrangements. We believe that all of
our employees are free to work for us in their various capacities and have not breached past employment arrangements.
Notwithstanding our care in our employment practices, a prior employer may assert a claim against us. Such claims can be costly to
contest, disruptive to our work environment, and may be detrimental to our operations and financial results.

 Moreover,
insurance may not cover any such claims that rise in the ordinary course of business, may not provide sufficient payments to cover
all the costs to resolve one or more such claims, and may not continue to be available on terms acceptable to us. A claim brought against
us that is uninsured or underinsured could result in unanticipated costs, thereby reducing our results of operations and leading analysts
or potential investors to reduce their expectations of our performance, which could reduce the trading price of our common stock. Litigation
may result in substantial costs and may divert management's attention and resources, which could adversely affect our business,
financial condition, results of operations, and prospects.

 Our
ability to utilize our net operating loss carryforwards may be limited.

 As
of December 31, 2023, we had federal net operating loss carryforwards, or NOLs, due to prior period losses of $193.8 million, and certain
NOLs could expire before we generate sufficient taxable income to make use of our NOLs. Subject to certain limitations, NOLs can be used
to offset taxable income for U.S. federal income tax purposes. However, Section 382 of the Internal Revenue Code of 1986, as amended,
may limit certain NOLs we may use in any year for U.S. federal income tax purposes in the event of certain changes in ownership of our
Company. If an "ownership change" occurs, Section 382 would impose an annual limit on certain pre-ownership NOLs and other
tax attributes we can use to reduce our taxable income, potentially increasing and accelerating our liability for income taxes, and also
potentially causing those tax attributes to expire unused. In addition, our ability to use our net operating losses is dependent on our
ability to generate taxable income, and certain net operating losses could expire before we generate sufficient taxable income to make
use of our net operating losses.

 RISKS
RELATED TO GOVERNANCE AND COMMON STOCK

 We
are dependent on the continued services and on the performance of our key executive officers, management team, and other key personnel,
the loss of which could adversely affect our business.

 We
are dependent on the continued services and on the performance of our key executive officers, management team, and other key
personnel. We also depend on our ability to identify, attract, hire, train, retain, and motivate other highly skilled technical,
managerial, sales, operational, business development, and customer service personnel. Competition for such personnel is intense, and
there can be no assurance that we will be able to successfully attract, assimilate, or retain sufficiently qualified personnel. The
loss or limitation of the services of any of our executive officers, members of our management team, or other key personnel or the
inability to attract and retain additional qualified key personnel, could have a material adverse effect on our business, financial
condition, or results of operations.

 The
elimination of monetary liability against our directors, officers, and employees under Delaware law and the existence of indemnification
rights for our obligations to our directors, officers, and employees may result in substantial expenditures by us and may discourage
lawsuits against our directors, officers, and employees.

 Our
Amended and Restated Certificate of Incorporation, as amended (our "Certificate of Incorporation"), and our Second Amended
and Restated Bylaws (our "Bylaws") contain provisions permitting us to eliminate the personal liability of our directors
and officers to us and our stockholders for damages for the breach of a fiduciary duty as a director or officer to the extent provided
by Delaware law. We may also have contractual indemnification obligations under any future employment agreements with our officers. The
foregoing indemnification obligations could result in us incurring substantial expenditures to cover the cost of settlement or damage
awards against directors and officers, which we may be unable to recoup. These provisions and the resulting costs may also discourage
us from bringing a lawsuit against directors and officers for breaches of their fiduciary duties, and may similarly discourage the filing
of derivative litigation by our stockholders against our directors and officers even through such actions, if successful, might otherwise
benefit us and our stockholders.

 Because
we are a "smaller reporting company," we will not be required to comply with certain disclosure requirements that are applicable
to other public companies, and we cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies
will make our common stock less attractive to investors.

 Following
the consummation of the Business Combination, we will be a "smaller reporting company," as defined in Item 10(f)(1) of Regulation
S-K. As a smaller reporting company, we are eligible for exemptions from various reporting requirements applicable to other public companies
that are not smaller reporting companies, including, but not limited to reduced disclosure obligations, including with respect to executive
compensation, in our periodic reports, proxy statements, and registration statements. We will continue to be a smaller reporting company
if either (i) the market value of our stock held by non-affiliates is less than $250 million as of the prior June 30, or (ii) our
annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates
is less than $700 million as of the prior June 30. We cannot predict if investors will find our common stock less attractive because
we may rely on these exemptions.

 Provisions
in our Certificate of Incorporation and Bylaws and Delaware law may discourage a takeover attempt even if a takeover might be beneficial
to our stockholders and limit our stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors,
officers and employees.

 Provisions
contained in our Certificate of Incorporation and Bylaws could make it more difficult for a third party to acquire us. Provisions in
our Certificate of Incorporation and Bylaws impose various procedural and other requirements, which could make it more difficult for
stockholders to affect certain corporate actions. For example, our Certificate of Incorporation authorizes our Board to determine the
rights, preferences, privileges, and restrictions of unissued series of our Preferred Stock without any vote or action by our stockholders.
Thus, our Board can authorize and issue shares of our Preferred Stock with voting or conversion rights that could dilute the voting power
of holders of other series of our capital stock. These rights may have the effect of delaying or deterring a change of control of us.
Additionally, our Certificate of Incorporation or Bylaws establish limitations on the removal of directors and include advance notice
requirements for nominations for election to our Board and for proposing matters that can be acted upon at stockholder meetings.

 In
addition, our Certificate of Incorporation provides that a state or federal court located within the state of Delaware will be the exclusive
forum for: any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting
a claim against us arising pursuant to the DGCL, our Certificate of Incorporation, or our Bylaws; any action to interpret, apply, enforce,
or determine the validity of our Certificate of Incorporation or our Bylaws; or any action asserting a claim against us that is governed
by the internal affairs doctrine. This choice of forum provision may limit a stockholder's ability to bring a claim in a judicial
forum that it finds favorable for disputes with us or any of our directors, officers, or other employees, which may discourage lawsuits
with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in our restated certificate
of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action
in other jurisdictions, which could harm our business, operating results, and financial condition.

 Moreover,
because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law ("DGCL"),
which prohibits an "interested stockholder" owning in excess of 15% of our outstanding voting stock from merging or combining
with us for a period of three years after the date of the transaction in which such stockholder acquired in excess of 15% of our outstanding
voting stock, unless the merger or combination is approved in a prescribed manner. These provisions could limit the price that certain
investors might be willing to pay in the future for shares of our common stock.

 Claims
for indemnification by our directors and officers may reduce our available funds to satisfy successful third party claims against us
and may reduce the amount of money available to us.

 Our
Certificate of Incorporation provides that we will indemnify our directors and officers, in each case, to the fullest extent permitted
by Delaware law. In addition, Section 145 of the DGCL or our Certificate of Incorporation provides that:

 We indemnify our directors and officers for serving us in those capacities or for serving
 other business enterprises at our request, to the fullest extent permitted by Delaware law.
 Delaware law provides that a corporation may indemnify such person if such person acted in
 good faith and in a manner such person reasonably believed to be in or not opposed to the
 best interests of the corporation and, with respect to any criminal action or proceeding,
 had no reasonable cause to believe such person's conduct was unlawful.

 We
 may, in our discretion, indemnify employees and agents in those circumstances where indemnification
 is permitted by applicable law.

 We
 are required to advance expenses, as incurred, to our directors and officers in connection
 with defending a legal proceeding, except that such directors or officers shall undertake to repay
 such advances if it is ultimately determined that such person is not entitled to indemnification.

 The
 rights conferred in our Certificate of Incorporation are not exclusive, and we are authorized
 to enter into indemnification agreements with our directors, officers, employees, and agents
 and to obtain insurance to indemnify such persons.

 We
 may not retroactively amend our Certificate of Incorporation or indemnification agreement,
 if any, to reduce our indemnification obligations to directors, officers, employees, and
 agents.

 The
trading price of the shares of our common stock has been and may continue to be volatile and could subject us to litigation.

 Stocks
of companies in the media and technology industries have historically experienced high levels of volatility. The trading price of our
common stock has fluctuated substantially and may continue to do so. These fluctuations could cause you to incur substantial losses,
including all of your investment in our common stock. Factors that could cause fluctuations in the trading price of our common stock,
some of which are beyond our control and may not be related to our operational or financial performance, include, among others, the following:

 price
 and volume fluctuations in the overall stock market from time to time;

 announcements
 of new products, solutions or technologies, commercial relationships, acquisitions, or other
 events by us or our competitors;

 the
 public's reaction to our press releases, other public announcements, and filings with
 the SEC;

 fluctuations
 in the trading volume of our shares or the size of our public float, including in connection
 with an acquisition;

 sales
 of large blocks of our common stock;

 actual
 or anticipated changes or fluctuations in our results of operations or financial projections;

 failure
 of securities analysts to initiate or maintain coverage of us, changes in financial estimates
 by any securities analysts who follow our company, or our failure to meet these estimates
 or the expectations of investors;

 recruitment
 or departures of key personnel;

 governmental
 or regulatory developments or actions, or litigation involving us, our industry, or both

 general
 economic conditions and trends, including inflation and fluctuating interest rates;

 general
 political conditions and trends, political instability and acts of war or terrorism, including
 the ongoing conflict between Russia and Ukraine, as well as in the Middle East;

 public
 health crises and related measures to protect the public health (such as the COVID-19 pandemic);

 major
 catastrophic events in our domestic and foreign markets;

 in accounting standards, policies, guidelines, interpretations, or principles; and

 "flash
 crashes," "freeze flashes," or other glitches that disrupt trading on the
 securities exchange on which we are listed.

 In
addition, if the market for stock of media and technology companies or the stock market, in general, experiences a loss of investor confidence,
the trading price of our common stock could decline for reasons unrelated to our business, results of operations, or financial condition.
The trading price of our common stock might also decline in reaction to events that affect other companies in the media and technology
industries even if these events do not directly affect us. In the past, following periods of volatility in the market price of a company's
securities, securities class action litigation has often been brought against that company. If litigation is instituted against us, it
could subject us to substantial costs, divert management's attention and resources, and adversely affect our business.

 Our
Board is authorized to issue additional shares of our common stock that would dilute existing stockholders and sales, distribution or
issuance of substantial amounts of our common stock could cause the market price of our common stock to decline.

 Our
Board has the authority to issue any or all authorized but unissued shares of our common stock at any price and, with regard to our preferred
stock, at any price and with any attributes our Board considers appropriate, absent stockholder approval. The issuance of additional
shares of our common stock in the future will reduce the proportionate ownership and voting power of current stockholders and may negatively
impact the market price of our common stock. Moreover, the sale or distribution of a substantial number of shares of our common stock,
particularly sales by us or our directors, executive officers, and principal stockholders, or the perception that these sales or distributions
might occur in large quantities, could cause the market price of our common stock to decline. In addition, shares subject to outstanding
warrants as well as the shares of common stock subject to outstanding options and restricted stock unit awards under our equity incentive
plans, and the shares reserved for future issuance under our equity incentive plans, will become eligible for sale in the public market
upon issuance, subject to compliance with applicable securities laws. Further, we also may issue our capital stock or securities convertible
into our capital stock, from time to time in connection with financing, an acquisition, investments, or otherwise. Any of the aforementioned
activity, could result in substantial dilution to our existing stockholders and cause the market price of common stock to decline.

 We
may issue additional securities with rights superior to those of our common stock, which could materially limit the ownership rights
of our stockholders.

 We
may offer additional debt or equity securities in private or public offerings in order to raise working capital or to refinance our debt.
Our Board has the right to determine the terms and rights of any debt securities and preferred stock without obtaining the approval of
our stockholders. It is possible that any debt securities or preferred stock that we sell would have terms and rights superior to those
of our common stock and may be convertible into shares of our common stock. Any sale of securities could adversely affect the interests
or voting rights of the holders of our common stock, result in substantial dilution to existing stockholders, or adversely affect the
market price of our common stock.

 Cyber-attacks
and other security threats and disruptions could have a material adverse effect on our business.

 As
a tech-powered media company, we face cybersecurity threats, such as ransomware and denial-of-service, and attacks on technical infrastructure.
Our customers and suppliers face similar cybersecurity threats, and a cybersecurity incident impacting us or any of these entities could
materially adversely affect our operations, performance and results of operations.

 The
sophistication of threats continues to evolve and grow, including the risk associated with the use of emerging technologies, such as
artificial intelligence and quantum computing, for nefarious purposes. In addition to cybersecurity threats, we face threats to the security
of our systems and employees from terrorist acts, sabotage or other disruptions, any of which could adversely affect our business. The
improper conduct of our employees or others working on behalf of us who have access to confidential or sensitive information could also
adversely affect our business and reputation. Our customers (including sites that we operate for our customers) and suppliers experience
similar security threats.

 If
we are unable to protect sensitive information, including complying with evolving information security, data protection and privacy
regulations, our customers or governmental authorities could investigate the adequacy of our threat mitigation and detection
processes and procedures; and could bring actions against us for noncompliance with applicable laws and regulations. Moreover,
depending on the severity of an incident, our customers' data, our employees' data, our intellectual property (including
trade secrets and research, development and engineering know-how), and other third party data (such as suppliers) could be
compromised, which could adversely affect our business. Products and services we provide to customers also carry cybersecurity
risks, including risks that they could be breached or fail to detect, prevent or combat attacks, which could result in losses to our
customers and claims against us, and could harm our relationships with our customers and financial results.

 Given
the persistence, sophistication, volume and novelty of threats we face, we may not be successful in preventing or mitigating an attack
that could have a material adverse effect on us and the costs related to cyber or other security threats or disruptions may not be fully
insured or indemnified by other means.

 Our
suppliers face similar security threats and an incident at one of these entities could adversely impact our business. These entities
are typically outside our control and may have access to our information with varying levels of security and cybersecurity resources,
expertise, safeguards and capabilities. Adversaries actively seek to exploit security and cybersecurity weaknesses in our supply chain.
Breaches in our supply chain could in the future compromise our data and adversely affect customer deliverables. We also must rely on
our supply chain for adequately detecting and reporting cyber incidents, which could affect our ability to report or respond to cybersecurity
incidents effectively or in a timely manner. Failures by our suppliers could result in damages to you and have an adverse effect on our business and operations.

 Item
1B. Unresolved Staff Comments

 Not
Applicable.

 Item
1C. Cybersecurity

 As
a tech-powered media company, we face cybersecurity threats, such as ransomware and denial-of-service, and attacks on technical infrastructure.
Our customers and suppliers face similar cybersecurity threats, and a cybersecurity incident impacting us or any of these entities could
materially adversely affect our operations, performance and results of operations.

 We maintain a cyber risk management program designed to identify, assess, manage, mitigate, and respond to cybersecurity threats.
This program addresses cybersecurity risks to the corporate information technology ("IT") environment including systems,
hardware, software, data, people, and processes.

 The
Audit Committee of the Board of Directors oversees management's processes for identifying and mitigating risks, including cybersecurity
risks. Our VP of Information Security regularly briefs senior leadership on our cybersecurity and information security posture including
on the prevention, detection, mitigation, and remediation of cybersecurity incidents, and senior leadership will then brief the Audit
Committee. In the event of an incident, we intend to follow our incident response playbook, which outlines our planned response from
incident detection to mitigation, recovery and notification, including notifying functional areas (e.g. legal), as well as senior leadership
and the Board, as appropriate.

 Our
security team is responsible for our overall information security strategy, including policy, security engineering, operations and cyber
threat detection and response. Our security team has extensive experience selecting, deploying, and overseeing cybersecurity technologies,
initiatives, and processes. Employees outside of our security team also have a role in our cybersecurity defenses, and they are given
training which we believe improves our cybersecurity.

 Third
parties also play a role in our cybersecurity risk management strategy. We engage third parties to conduct risk assessments and
evaluations of our security controls. Such risk assessment and evaluations identify, quantify, and categorize any cyber risks. In
addition, we, along with third party cyber risk management specialists, develops a risk mitigation plan to address such risks, and
where necessary, remediate potential vulnerabilities identified through the assessment and evaluation process. Third party
cybersecurity risk management engagement also includes activities such as penetration testing, independent audits or consulting on
best practices to address new challenges. We include security and privacy addendums to our contracts where applicable. We have also
commenced third party risk management assessments to help manage the risks associated with reliance on vendors, critical service providers,
and other third-parties that may lead to a service disruption or an adverse cybersecurity incident.

 Our
VP of Information Security and cybersecurity stakeholders regularly brief the senior leadership team on cyber vulnerabilities identified
through the risk management process, the effectiveness of our cyber risk management program, the emerging threat landscape,
and new cyber risks on at least an annual basis. This includes updates on our processes to prevent, detect, and mitigate
cybersecurity incidents.

 Notwithstanding
the approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have
a material adverse effect on us. While we maintain cybersecurity insurance, the costs related to cybersecurity threats or
disruptions may not be fully insured. We have not identified any risks from known cybersecurity threats, including as a result of
any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect our operations,
business strategy, regulatory compliance, results of operations, or financial condition. The Company
proactively seeks to detect and investigate unauthorized attempts and attacks against Company IT assets, data, and services, and to
prevent their occurrence and recurrence where practicable through changes or updates to internal processes and tools and changes or
updates to Company service delivery; however, potential vulnerabilities to known or unknown threats will still remain. See Item 1A.
"Risk Factors" for a discussion of cybersecurity risks.

 Item
2. Properties

 As
of December 31, 2023, we had two leases in California. In Santa Monica, California we have a leased space which we sublet that
terminates in November 2024. In Carlsbad, California we have a lease for office space that is partially sublet. We do not occupy the
balance of the space. The Carlsbad lease terminates in March 2025. As we operate our business principally in a virtual environment,
these two leased spaces are not utilized in our operations. To the extent we need to lease physical properties in the future, we
believe we would be able to find suitable properties at market rates.

 Item
3. Legal Proceedings

 From
time to time, we may be subject to claims and litigation arising in the ordinary course of business. Except as described in Note 27, Commitments
and Contingencies to our accompanying consolidated financial statements under Item 8 of this Annual Report, as of the date of
this Annual Report, we are not currently subject to any pending or threatened legal proceedings that we believe would reasonably be
expected to have a material adverse effect on our business, financial condition, results of operations or cash flows.

 On January 30, 2024, our former President of
Media filed an action against us and Manoj Bhargava, alleging claims for breach of contract, failure to pay wages and defamation, among
other things, in the United States District Court of the Southern District of New York, and seeking damages in an unspecified amount.
We believe that we have strong defenses to these claims and intend to vigorously defend ourselves and the allegations made
in this lawsuit.

 On March 21, 2024, our former CEO and Chairman of
the Board filed an action against us, members of the Board of directors and Simplify, alleging claims for retaliation, breach of contract,
wrongful termination and age discrimination, among other things, in the Superior Court of the State of California seeking damages in an
amount of $20 million. We believe that we have strong defenses to these claims and intend to vigorously defend ourselves and
the allegations made in this lawsuit.

 Item
4. Mine Safety Disclosure

 Not
applicable.

 Part
II.

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Market

 Our
common stock began trading on the NYSE American on February 9, 2022 under the symbol "AREN." Before then, from September
21, 2021 until February 8, 2022, our common stock was quoted on the OTCM's OTCQX trading under the symbol "MVEN."

 Holders

 As
of March 28, 2024, there were approximately 162 holders of record of our common stock. Since many of our shares of common stock are held
by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by
these record holders.

 Dividends

 We
have never paid cash dividends on our common stock, and our present policy is to retain any future earnings to support our operations
and finance the growth and development of our business. We do not intend to pay cash dividends on our common stock for the foreseeable
future. Any future determination related to our dividend policy will be made at the discretion of our Board.

 Purchases
of Equity Securities by the Issuer and Affiliated Purchasers

 None.

 Recent
Sales of Unregistered Securities

 None.

 Use
of Proceeds

 None.

 Item
6. [Reserved]

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 The
following discussion should be read in conjunction with the consolidated financial statements and the notes to those statements that
are included elsewhere in this Annual Report. Our discussion includes forward-looking statements based upon current expectations that
involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events
could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. We use words such
as "anticipate," "estimate," "plan," "project," "continuing," "ongoing,"
"expect," "believe," "intend," "may," "will," "should," "could,"
and similar expressions to identify forward-looking statements. All dollar figures are presented in thousands unless otherwise stated.

 Overview

 For
an overview of the Company, see the information above presented under the section labeled "Item 1. Business," which is in
"Part I" of this Annual Report.

 Key
Operating Metrics

 Our
key operating metrics are:

 per page view ("RPM") – represents the advertising revenue earned per 1,000
 pageviews. It is calculated as our advertising revenue during a period divided by our total
 page views during that period and multiplied by $1,000; and

 Monthly
 average pageviews – represents the total number of pageviews in a given month or the
 average of each month's pageviews in a fiscal quarter or year, which is calculated
 as the total number of page views recorded in a quarter or year divided by three months or
 12 months, respectively.

 We
monitor and review our key operating metrics as we believe that these metrics are relevant for our industry and specifically to us and
to understanding our business. Moreover, they form the basis for trends informing certain predictions related to our financial condition.
Our key operating metrics focus primarily on our digital advertising revenue, which has experienced significant growth in recent periods
as indicated in the Results of Operations section below. Management monitors and reviews these metrics because such metrics are
readily measurable in real time and can provide valuable insight into the performance of and trends related to our digital advertising
revenue and our overall business. We consider only those key operating metrics described here to be material to our financial condition,
results of operations and future prospects.

 For
pricing indicators, we focus on RPM as it is the pricing metric most closely aligned with monthly average pageviews. RPM is an indicator
of yield and pricing driven by both advertising density and demand from our advertisers.

 Monthly
average pageviews are measured across all properties hosted on the Platform and provide us with insight into volume, engagement and
effective page management and are therefore our primary measure of traffic. We utilize a third party source, Google Analytics, to
confirm this traffic data.

 As
described above, these key operating metrics are critical for management as they provide insights into our digital advertising revenue
generation and overall business performance. This information also provides feedback on the content on our website and its ability to
attract and engage users, which allows us to make strategic business decisions designed to drive more users to read or view more of our
content and generate higher advertising revenue across all properties hosted on the Platform.

 For
the years ended December 31, 2023 and 2022 our RPM was $23.95 and $18.17, respectively. The 32% increase in RPM reflects a
significant increase in video advertising as a percentage of total digital advertising as digital video advertising is sold at a
significantly higher price than digital display advertising. For the years ended December 31, 2023 and 2022 our monthly average
pageviews were 464,261,595 and 489,659,595, respectively. The 5% decrease in monthly average pageviews reflects algorithmic changes
at Google, Facebook and other platforms which subdued user click-throughs to the original content.

 Impact
of Macroeconomic Conditions

 Uncertainty
in the global economy presents significant risks to our business. Increases in inflation, rising interest rates, instability in the global
banking system, geopolitical factors, including the ongoing conflicts in Ukraine and Israel and the responses thereto, and the remaining
effects of the COVID-19 pandemic may have an adverse effect on our business. While we are closely monitoring the impact of the current
macroeconomic conditions on all aspects of our business, the ultimate extent of the impact on our business remains highly uncertain and
will depend on future developments and factors that continue to evolve. Most of these developments and factors are outside of our control
and could exist for an extended period of time. As a result, we are subject to continuing risks and uncertainties. For more information regarding these
risks and uncertainties, see the section titled "Risk Factors" in Part 1, Item 1A of this Annual Report on Form 10-K.

 Liquidity
and Capital Resources

 Cash
and Working Capital Facility

 As
of December 31, 2023, our principal sources of liquidity consisted of cash of $9,284 and accounts receivable, net of our advances under
the Arena Credit Agreement of $25,202. As of December 31, 2023, the outstanding balance of the Arena Credit Agreement was $19,609. On
March 13, 2024 the Arena Credit Agreement was refinanced with the Simplify Loan. As of the issuance date of our accompanying consolidated
financial statements our cash balance is $4,151 and the balance outstanding under the Simplify Loan is $7,748, with the additional availability of $17,252.

 Our
accompanying consolidated financial statements have been presented on the basis that we are a going concern, which contemplates the realization
of assets and satisfaction of liabilities in the normal course of business. We had revenues of $244,203 during fiscal 2023 and have experienced
recurring net losses from operations and negative operating cash flows. Consequently, we were dependent upon continued access to funding
and capital resources from both new investors and related parties. If continued funding and capital resources are unavailable at reasonable
terms, we may not be able to implement our growth plan and plan of operations. These financings may include terms that may be highly
dilutive to existing stockholders.

 We
continue to be focused on growing our existing operations and seeking accretive and complementary strategic acquisitions as part of our
growth strategy. We believe, that with additional sources of liquidity and the ability to raise additional capital or incur additional
indebtedness to supplement our internal projections, we will be able to execute our growth plan and finance our working capital requirements
both in the short-term and long-term.

 Going
Concern

 Management
performed an annual reporting period going concern assessment. We are required to assess our ability to continue as a going concern.
Our accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates
the realization of assets and the liquidation of liabilities in the normal course of business. Our accompanying consolidated financial
statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

 Most
recently, for the year ended December 31, 2023, we incurred a net loss from continuing operations of $55,582, had cash on hand of
$9,284 and a working capital deficit of $145,622. Our net loss from continuing operations and working capital deficit have been
evaluated by management to determine if the significance of those conditions or events would limit our ability to meet our
obligations when due. Also, since our 2023 Notes, Senior Secured Notes, Delayed Draw Term Notes and 2022 Bridge Notes (as further
described below) (collectively "our current debt") are subject to a forbearance period through the earlier of the following: (a) April 30, 2024, (b) the closing of the
Business Combination, and (c) the termination of the Business Combination (see Note 28, Subsequent Events,
in our accompanying consolidated financial statements), unless we are able to refinance or modify the terms of our current debt we run the risk that our
 debt could be called, therefore, we may not be able to meet our obligations when due.

 In
our evaluation, management determined there is substantial doubt about our ability to continue as a going concern for a one-year period
following the financial statement issuance date, unless we are able to refinance or modify our current debt.

 We
plan to refinance or modify the maturities of our current debt and complete the Business Combination to alleviate the conditions
that raise substantial doubt about our ability to continue as a going concern, however, there can be no assurance that we will be able to refinance or modify our current debt and complete the
Business Combination.

 Debt
Financings and Obligations

 Net
proceeds from our debt financings consisted of the following:

 Arena
Credit Agreement. We were party to a financing and security agreement with SLR (the "Arena Credit Agreement"), as amended on December 15, 2022 and August 31,
2023, pursuant to which SLR extended a $40,000 line of credit for working capital purposes secured by a first lien on all our cash
and accounts receivable and a second lien on all other assets. Borrowings under the facility bore interest at the prime rate plus 4%
per annum of the amount advanced and had a maturity date of December 31, 2025. The aggregate principal amount outstanding, plus
accrued and unpaid interest as of December 31, 2023 was $19,609. On March 13, 2024, the Arena Credit Agreement was refinanced by
the Simplify Loan, which bears interest at 10% per annum of the amount advanced and has a maturity date of March 13, 2026.

 2023
Notes. Pursuant to the Third A&R NPA (as defined below),
on August 31, 2023, we issued $5,000 aggregate principal amount of notes with additional borrowings of $1,000 on September 29, 2023
and $2,000 on November 23, 2023 (the "2023 Notes"). On December 1, 2023, Renew,
an affiliated entity of Simplify, in its capacity as agent for the purchasers and as purchaser, purchased the 2023 Notes from BRF
Finance Co., LLC ("BRF Finance"), an affiliated entity of B. Riley Financial, Inc. ("B. Riley").
Borrowings under the 2023 Notes bore interest at 10% per annum. On
December 29, 2023, we failed to make the interest payment due on the 2023 Notes
resulting in an event of default with subsequent agreement to a forbearance period through the earlier of the following: (a)
April 30, 2024; (b) the occurrence of the closing of the Business Combination and (c) the termination of the Business Combination
prior to closing (further details are
provided under the heading Arena Loan Agreement in Note 28, Subsequent Events in our accompanying consolidated
financial statements). The balance outstanding under our 2023 Notes as of December 31, 2023 was $8,000.

 Bridge
Notes. Pursuant to the Third A&R NPA (as defined below), on December 15, 2022, we issued $36,000 aggregate principal amount
of senior secured notes (the "Bridge Notes"). On
December 1, 2023, Renew, an affiliated entity of Simplify, in its capacity as agent for the purchasers and as purchaser,
purchased the Bridge Notes from BRF Finance. We received net proceeds of $34,728, after the payment of $1,000 to B. Riley for an
advisory fee and $272 for other legal costs, from the issuance of the Bridge Notes. Interest on the Bridge Notes was payable in cash
at a rate of 10% per annum as amended on August 31, 2023, from 12% per annum quarterly, with an increase in the interest rate by
1.5% per annum on March 1, 2023, May 1, 2023 and July 1, 2023. On December 29, 2023,
we failed to make the interest payment due on the Bridge Notes resulting in an event of default with subsequent agreement to a forbearance
period through the earlier of the following: (a) April 30, 2024; (b)
the occurrence of the closing of the Business Combination and (c) the termination of the Business Combination prior to closing (further
details are provided under the heading Arena Loan Agreement in Note 28, Subsequent Events in our accompanying consolidated
financial statements). The Bridge Notes are subject to certain mandatory prepayment requirements,
including, but not limited to, a requirement that we apply the net proceeds from certain debt incurrences or equity offerings to
repay the Bridge Notes. We may elect to prepay the Bridge Notes, at any time, at our option at 100% of the principal amount. The
Bridge Notes are secured by liens on the same collateral that secures indebtedness under our outstanding Senior Secured Notes (as
defined below) and are guaranteed by our subsidiaries that guarantee the Third A&R NPA. The Note Purchase Agreement contains
covenants and events of default substantially similar to those contained in the note purchase agreement that governed the Third
A&R NPA. The proceeds received were used for the acquisition of Men's Journal and to repay $5,928 of our existing Delayed
Draw Term Notes (as defined below). The balance outstanding under our Bridge Notes as of December 31, 2023 was $36,000.

 Senior
Secured Notes. We are party to a third amended and restated note purchase agreement (the "Third A&R NPA"), with
Renew, an affiliated entity of Simplify,
where we issued senior secured notes (the "Senior Secured Notes"). On December 1, 2023, Renew purchased the
Senior Secured Notes from BRF Finance. The Senior Secured Notes bear interest at a rate of 10% per annum. Interest payments are
payable at Renew's discretion either in cash quarterly in arrears on the last day of each quarter or by adding the interest to
the outstanding principal amount. On December 29, 2023, we failed to make the interest payment due on the Senior Secured Notes resulting in an event of default with subsequent agreement to a forbearance period through
the earlier of the following: (a) April 30, 2024;
(b) the occurrence
of the closing of the Business Combination and (c) the termination of the Business Combination prior to closing (further
details are provided under the heading Arena Loan Agreement in Note 28, Subsequent Events in our accompanying consolidated financial statements). The balance
outstanding under our Senior Secured Notes as of December 31, 2023 was $62,691, which included outstanding principal of $48,791 and
payment of in-kind interest of $13,900 that we were permitted to add to the aggregate outstanding principal balance.

 Delayed
Draw Term Notes. Pursuant to the Third A&R NPA, we agreed to issue delayed draw term notes (the "Delayed Draw Term
Notes"). On December 1, 2023, Renew, an affiliated entity of Simplify, in its capacity as agent for the purchasers and as
purchaser, purchased the Delayed Draw Term Notes from BRF Finance. The Delayed Draw Term Notes bear interest at a rate of 10% per
annum. Interest payments are payable, at Renew's discretion, either in cash quarterly in arrears on the last day of each
fiscal quarter or in kind in arrears on the last day of each fiscal quarter. On December 29, 2023, we failed to make the interest
payment due on the Delayed Draw Term Notes resulting in an event of default with subsequent agreement to a forbearance period through
the earlier of the following: (a) April 30, 2024;
(b) the occurrence
of the closing of the Business Combination and (c) the termination of the Business Combination prior to closing (further
details are provided under the heading Arena Loan Agreement in Note 28, Subsequent Events in our accompanying
consolidated financial statements). We paid $5,928 in principal on December 31, 2022. The Delayed Draw Term Notes have a maturity
date of December 31, 2026. The balance outstanding under the Delayed Draw Term Notes as of December 31, 2023 was $4,000.

 Acquisition

 On
January 11, 2023, we entered into an asset purchase agreement with Teneology, Inc., pursuant to which we acquired certain assets (consisting
of the RoadFood media business, including digital and television assets; the Moveable Feast media business, including digital and television
assets; the Fexy-branded content studio business; and the MonkeySee YouTube Channel media business, collectively "Fexy Studios"),
for a purchase price of $3,307. The purchase price consisted of the following: (1) $500 cash paid at closing; (2) $75 cash payments due
in three equal installments of $25 on March 1, 2023 (paid), April 1, 2023 (paid) and May 1, 2023 (paid); (3) $200 deferred cash payment
due on the first anniversary of the closing date, subject to certain indemnity provisions; and (4) the issuance of 274,692 shares of
our common stock, subject to certain lock-up provisions, on the closing date with a fair value of $2,000 (fair value was determined based
on an independent appraisal); and which is subject to a put option under certain conditions. The number of shares of the Company's common
stock issued was determined based on a $2,225 value using the common stock trading price on the day immediately preceding the January
11, 2023 closing date (on the closing date the common stock trading price was $7.94 per share).

 Off-Balance
Sheet Arrangements

 None.

 Material
Contractual Obligations

 We
have material contractual obligations that arise in the normal course of business primarily consisting of employment contracts,
consulting agreements, leases, liquidated damages, debt and related interest payments. Purchase obligations consist of contracts
primarily related to merchandise, equipment, and third party services, the majority of which are due in the next 12 months. See Note
7, Leases, Note 15, Liquidated Damages Payable, Note 18, Bridge Notes, and Note 19, Long-term Debt, in
our accompanying consolidated financial statements for amounts outstanding as of December 31, 2023, related to leases, liquidated
damages, bridge financing and long-term debt.

2022, we assumed the lease from Men's Journal for office space in Carlsbad, California, that expires in March 2025, and as of December
31, 2023 we remain responsible for $1,439 over the remaining lease term. The lease provides for fixed payments of $89 for three months,
$92 for twelve months and $94 for twelve months, with an estimate of common expenses per month of $25 through the end of the lease term.
Pursuant to two subleases entered into during 2023, the sublessees will pay us an aggregate of $312, net of security deposits, through
March 2025.

 We also subleased our office space in Santa Monica, California in November 2021 and remain responsible to the original
lessor for $373 through October 2024. Pursuant to the sublease, the sublessee will pay us an aggregate of $225 through October 2024.

2021, we entered into a termination agreement of our sublease agreement for a property located in New York, New York and remain responsible
for $4,000 in cash payments to the sublandlord through October 2024.

 Working
Capital Deficit

 We
have financed our working capital requirements since inception through issuances of equity securities and various debt financings. Our
working capital deficit as of December 31, 2023 and 2022 was as follows:

 2023

 2022

 Current assets

 $
 90,399

 $
 78,695

 Current liabilities

 (236,021
)

 (216,364
)

 Working capital deficit

 (145,622
)

 (137,669
)

 As
of December 31, 2023, we had a working capital deficit of $145,622, as compared to $137,669 as of December 31, 2022, consisting of $90,399
in total current assets and $236,021 in total current liabilities. As of December 31, 2022, our working capital deficit consisted of
$78,695 in total current assets and $216,364 in total current liabilities.

 Our
cash flows during the years ended December 31, 2023 and 2022 consisted of the following:

 2023

 2022

 Net cash used in operating activities

 $
 (24,772
)

 $
 (11,304
)

 Net cash used in investing activities

 (3,212
)

 (38,590
)

 Net cash provided by financing activities

 22,895

 54,416

 Net (decrease) increase in cash, cash equivalents, and restricted cash

 $
 (5,089
)

 $
 4,522

 Cash, cash equivalents, and restricted cash, end of year

 $
 9,284

 $

 For
the year ended December 31, 2023, net cash used in operating activities was $24,772, consisting primarily of $239,737 of cash paid to
employees, Publisher Partners, Expert Contributors, suppliers, and vendors, and for revenue share arrangements and professional services,
and $12,101 of cash paid for interest, offset by $227,066 of cash received from customers. For the year ended December 31, 2022, net
cash used in operating activities was $11,304, consisting primarily of $219,282 of cash paid to employees, Publisher Partners, Expert
Contributors, suppliers, and vendors, and for revenue share arrangements, advance of royalty fees and professional services, and $9,528
of cash paid for interest, offset by $219,407 of cash received from customers.

 For
the year ended December 31, 2023, net cash used in investing activities was $3,212, consisting primarily of $3,773 for capitalized costs
for our Platform and $500 for the acquisition of a business, offset by $1,061 from sale of assets. For the year ended December 31, 2022,
net cash used in investing activities was $38,590, consisting primarily of $35,331 for the acquisition of a business, $5,179 for capitalized
costs for our Platform, and $530 for property and equipment, offset by $2,450 from the sale of an equity investment.

 For
the year ended December 31, 2023, net cash provided by financing activities was $22,895, consisting primarily of $11,333 (excluding accrued
offering costs of $167) in net proceeds from the public offering of common stock, $5,517 from borrowings under our Arena Credit Agreement,
$7,543 (excluding debt issuance costs of $457) in net proceeds from issuance of our 2023 Notes; offset by $1,423 tax payments relating to
the withholding of shares of common stock for certain employees, and $75 payment of deferred cash payments for an acquisition. For the
year ended December 31, 2022, net cash provided by financing activities was $54,416, consisting primarily of $30,490 (net of issuance
costs paid of $1,568) in net proceeds from a public offering of common stock, $28,800 (net of issuance costs paid of $1,272 and payments
of $5,928) in proceeds from long term-debt, $2,104 from advancements of our Arena Credit Agreement, and $95 from exercises of common
stock options, offset by $4,468 for tax payments relating to the withholding of shares of common stock for certain employees, $2,152
related to payments of restricted stock liabilities, and $453 related to deferred cash payments for an acquisition.

 Results
of Operations

 Comparison
of Fiscal 2023 to Fiscal 2022

 2023

 2022

 $

 $

 $
 23,268

 10.5
 %

 142,240

 132,923

 9,317

 7.0
 %

 Gross profit

 101,963

 88,012

 13,951

 15.9
 %

 Operating expenses

 74,245

 72,489

 1,756

 2.4
 %

 44,152

 53,499

 (9,347
)

 -17.5
 %

 Depreciation and amortization

 18,924

 17,650

 1,274

 7.2
 %

 Loss on impairment of assets

 (138
)

 -53.7
 %

 Loss on sale of assets

 -

 100.0
 %

 Total operating expenses

 137,765

 143,895

 (6,130
)

 -4.3
 %

 Loss from operations

 (35,802
)

 (55,883
)

 20,081

 -35.9
 %

 Total other expenses

 (19,558
)

 (12,568
)

 (6,990
)

 55.6
 %

 Loss before income taxes

 (55,360
)

 (68,451
)

 13,091

 -19.1
 %

 Income tax benefit

 (222
)

 1,063

 (1,285
)

 -120.9
 %

 Net loss from continuing operations

 (55,582
)

 (67,388
)

 11,806

 -17.5
 %

 Net loss from discontinued operations, net of tax

 -

 (3,470
)

 3,470

 -100.0
 %

 $
 (55,582
)

 $
 (70,858
)

 $
 15,276

 -21.6
 %

 For
the year ended December 31, 2023, the loss from operations improved $20,081 to $35,802 as compared to $55,883 during the year ended
December 31, 2022 due to a $23,268 increase in revenue, with a $6,130 decrease in operating expenses. For the year ended December
31, 2023, the net loss was $55,582, a decrease of $15,276 as compared to a net loss of $70,858 for the year ended December 31, 2022
as the improvement in the loss from operations was partially offset by an increase in interest expense of $6,537 included in other
expenses.

 The
following table sets forth revenue, cost of revenue, and gross profit from continuing operations:

 2023

 2022

 $

 $

 $
 23,268

 10.5
 %

 142,240

 132,923

 9,317

 7.0
 %

 Gross profit

 $
 101,963

 $
 88,012

 $
 13,951

 15.9
 %

 For
the year ended December 31, 2023 we had gross profit of $101,963, as compared to $88,012 for the year ended December 31, 2022, an increase
of $13,951. Gross profit percentage for the year ended December 31, 2023 was 41.8%, as compared to 39.8% for the year ended December
31, 2022.

 The improvement in gross profit percentage was driven by an increase
in total revenue of $23,268, or 10.5%, primarily as a result of increased digital advertising due to improved programmatic video inventory
monetization. This increase is partially offset by an increase in cost of revenue of $9,317, or 7%, resulting from higher publisher partner
revenue share along with increased technology, Platform and software licensing costs.

 The
following table sets forth revenue from continuing operations by category:

 2023

 2022

 Digital revenue:

 Digital advertising

 $
 135,376

 $
 109,317

 $
 26,059

 23.8
 %

 Digital subscriptions

 12,764

 21,156

 (8,392
)

 -39.7
 %

 Licensing and syndication revenue

 18,482

 18,173

 1.7
 %

 Other digital revenue

 5,384

 1,166

 4,218

 361.7
 %

 Total digital revenue

 172,006

 149,812

 22,194

 14.8
 %

 Print revenue:

 Print advertising

 9,881

 10,214

 (333
)

 -3.3
 %

 Print subscriptions

 62,316

 60,909

 1,407

 2.3
 %

 Total print revenue

 72,197

 71,123

 1,074

 1.5
 %

 Total revenue

 $

 $

 $
 23,268

 10.5
 %

 For
the year ended December 31, 2023, total revenue increased $23,268 to $244,203 from $220,935 for the year ended December 31, 2022. The
primary sources of revenue for the year ended December 31, 2023 were as follows: (i) digital advertising of $135,376, (ii) digital subscriptions
of $12,764, (iii) licensing and syndication revenue and other digital revenue of $23,866, (iv) print advertising of $9,881 and (v) print
subscriptions of $62,316

 The
primary driver of the increase in our total revenue is derived from digital advertising revenue which benefited from a 32% rise in RPMs
due to the higher mix of higher priced digital video advertising in the year ended December 31, 2023 versus the prior year. Other digital
revenue, which was mostly e-commerce revenue, increased by $4,218 to $5,384. These improvements were partially offset by a decrease in
digital subscriptions of $8,392, resulting in a $22,194, or 14.8%, increase in total digital revenue for the year ended December 31, 2023
as compared to the prior year period. In addition, total print revenue increased by $1,074 as print advertising decreased by $333 and
print subscriptions grew by $1,407.

 Cost
of Revenue

 The
following table sets forth cost of revenue from continuing operations by category:

 2023

 2022

 Publisher Partner revenue share payments

 $
 27,174

 $
 20,108

 $
 7,066

 35.1
 %

 Technology, Platform and software licensing fees

 20,990

 18,294

 2,696

 14.7
 %

 Royalty fees

 15,000

 15,000

 -

 0.0
 %

 Content and editorial expenses

 48,250

 44,669

 3,581

 8.0
 %

 Printing, distribution and fulfillment costs

 15,391

 14,835

 3.7
 %

 Amortization of developed technology and platform development

 8,782

 9,459

 (677
)

 -7.2
 %

 6,562

 10,235

 (3,673
)

 -35.9
 %

 Other cost of revenue

 (232
)

 -71.8
 %

 Total cost of revenue

 $
 142,240

 $
 132,923

 $
 9,317

 7.0
 %

 For
the year ended December 31, 2023, we recognized cost of revenue of $142,240, as compared to $132,923 for the year ended December 31,
2022, representing an increase of $9,317. Cost of revenue for the year ended December 31, 2023 was impacted by increases in (i) Publisher
Partner revenue share payments of $7,066, (ii) technology, Platform and software licensing fees of $2,696, (iii) content and editorial
expenses of $3,581, and (iv) printing, distribution and fulfillment costs of $556; partially offset by a decrease in stock-based compensation
of $3,673.

 Operating
Expenses

 Selling
and Marketing

 The
following table sets forth selling and marketing expenses from continuing operations by category:

 2023

 2022

 Payroll and employee benefits of selling and marketing account management support teams

 $
 19,106

 $
 14,467

 $
 4,639

 32.1
 %

 1,659

 2,772

 (1,113
)

 -40.2
 %

 Professional marketing services

 3,406

 4,528

 (1,122
)

 -24.8
 %

 Circulation costs

 5,257

 5,006

 5.0
 %

 Subscription acquisition costs

 38,112

 37,190

 2.5
 %

 Advertising costs

 4,372

 5,987

 (1,615
)

 -27.0
 %

 Other selling and marketing expenses

 2,333

 2,539

 (206
)

 -8.1
 %

 Total selling and marketing

 $
 74,245

 $
 72,489

 $
 1,756

 2.4
 %

 For
the year ended December 31, 2023, we incurred selling and marketing costs of $74,245 as compared to $72,489 for the year ended December
31, 2022. The increase in selling and marketing costs of $1,756 is primarily related to increases in (i) payroll and employee benefits
of $4,639, (ii) circulation costs of $251, and (iii) subscription acquisition costs of $922; partially offset by decreases in (i) professional
marketing services costs of $1,122, (ii) advertising costs of $1,615 and (iii) stock-based compensation costs of $1,113.

 General
and Administrative

 The
following table sets forth general and administrative expenses from continuing operations by category:

 2023

 2022

 Payroll and related expenses for executive and administrative personnel

 $
 14,337

 $
 15,800

 $
 (1,463
)

 -9.3
 %

 10,839

 18,338

 (7,499
)

 -40.9
 %

 Professional services, including accounting, legal and insurance

 12,229

 13,364

 (1,135
)

 -8.5
 %

 Other general and administrative expenses

 6,747

 5,997

 12.5
 %

 Total general and administrative

 $
 44,152

 $
 53,499

 $
 (9,347
)

 -17.5
 %

 For
the year ended December 31, 2023, we incurred general and administrative costs of $44,152 as compared to $53,499 for the year ended December
31, 2022. The $9,347 decrease in general and administrative expenses is primarily due to decreases in stock-based compensation of $7,499,
payroll and related expenses of $1,463 and professional services of $1,135.

 Other
Expenses

 The
following table sets forth other expenses:

 2023

 2022

 Change in fair value of contingent consideration

 $
 (1,010
)

 $
 -

 $
 (1,010
)

 100.0
 %

 Interest expense, net

 (17,965
)

 (11,428
)

 (6,537
)

 57.2
 %

 Liquidated damages

 (583
)

 (1,140
)

 -48.9
 %

 Total other expenses

 $
 (19,558
)

 $
 (12,568
)

 $
 (6,990
)

 55.6
 %

 Change
in Fair Value of Contingent Consideration. The change in fair value of contingent consideration of $1,010 for the year ended December
31, 2023 represents the change in the put option on our common stock in connection with the acquisition of Fexy Studios. As part of that
acquisition consideration, we issued 274,692 shares of our common stock, which was subject to a put option under certain conditions (as
further described in Note 17, Fair Value Measurement in our accompanying consolidated financial statements).

Expense. We incurred interest expense, net of $17,965 for the year ended December 31, 2023, as compared to $11,428 for the year ended
December 31, 2022. The increase in interest expense of $6,537 was primarily from additional interest from our debt.

 Liquidated
Damages. We recorded liquidated damages of $583 for the year ended December 31, 2023, as compared to $1,140 for the year ended December
31, 2022. The decrease of $557 in liquidated damages recorded for the year ended December 31, 2023, is primarily because in 2022 we had
an assessment under certain agreements as a result of filing a registration statement outside of the agreed upon filing deadline.

 Income
Taxes

 Income
Taxes. For the year ended December 31, 2023, we recorded an income tax provision of $222 primarily related to tax deductible goodwill. For the year ended December 31, 2022, we recorded
an income tax benefit of $1,063 primarily from our acquired deferred tax liabilities from an acquisition during the year and change
in valuation allowance as of year-end that was, in part, offset by certain previous acquisitions related to tax deductible
goodwill.

 For
further details refer to Note 24, Income Taxes, in our accompanying consolidated financial statements.

 Use
of Non-GAAP Financial Measures

 We
report our financial results in accordance with generally accepted accounting principles in the United States of America
("GAAP"); however, management believes that certain non-GAAP financial measures provide users of our financial
information with useful supplemental information that enables a better comparison of our performance across periods. We believe
Adjusted EBITDA provides visibility to the underlying continuing operating performance by excluding the impact of certain items that
are noncash in nature or not related to our core business operations. We calculate Adjusted EBITDA as net loss as adjusted for loss
from discontinued operations, with additional adjustments for (i) interest expense (net), (ii) income taxes, (iii) depreciation and
amortization, (iv) stock-based compensation, (v) change in valuation of contingent consideration, (vi) liquidated damages, (vii)
loss on impairment of assets, (viii) loss on sale of assets; (ix) employee retention credit, (x) employee restructuring payments;
and (xi) professional and vendor fees.

 Our
non-GAAP Adjusted EBITDA may not be comparable to a similarly titled measure used by other companies, has limitations as an analytical
tool, and should not be considered in isolation, or as a substitute for analysis of our operating results as reported under GAAP. Additionally,
we do not consider our non-GAAP Adjusted EBITDA as superior to, or a substitute for, the equivalent measures calculated and presented
in accordance with GAAP. Some of the limitations is that Adjusted EBITDA:

 does
 not reflect interest expense and financing fees, or the cash required to service our debt,
 which reduces cash available to us;

 does
 not reflect income tax provision or benefit, which is a noncash income or expense;

 does
 not reflect depreciation and amortization expense and, although this is a noncash expense,
 the assets being depreciated may have to be replaced in the future, increasing our cash requirements;

 does
 not reflect stock-based compensation and, therefore, does not include all of our compensation
 costs;

 does
 not reflect the change in valuation of contingent consideration and, although this is a noncash
 income or expense, the change in the valuations each reporting period are not impacted by
 our actual business operations but is instead strongly tied to the change in the market value
 of our common stock;

 does
 not reflect liquidated damages and, therefore, does not include future cash requirements
 if we repay the liquidated damages in cash instead of shares of our common stock (which the
 investor would need to agree to);

 does
 not reflect any losses from the impairment of assets, which is a noncash operating expense;

 does
 not reflect any losses from the sale of assets, which is a noncash operating expense

 does
 not reflect the employee retention credits recorded by us for payroll related tax credits
 under the CARES Act;

 does
 not reflect payments related to employee severance and employee restructuring changes for
 our former executives; and

 does
 not reflect the professional and vendor fees incurred by us for services provided by consultants,
 accountants, lawyers, and other vendors, which services were related to certain types of
 events that are not reflective of our business operations.

 The
following table presents a reconciliation of Adjusted EBITDA to net loss, which is the most directly comparable GAAP measure, for the
periods indicated:

 2023

 2022

 $
 (55,582
)

 $
 (70,858
)

 Loss from discontinued operations, net of tax

 -

 3,470

 Loss from continuing operations

 (55,582
)

 (67,388
)

 Add (deduct):

 Interest expense, net (1)

 17,965

 11,428

 Income tax provision (benefit)

 (1,063
)

 Depreciation and amortization (2)

 27,706

 27,109

 Stock-based compensation (3)

 19,060

 31,345

 Change in fair value of contingent consideration (4)

 1,010

 -

 Liquidated damages (5)

 1,140

 Loss on impairment of assets (6)

 Loss on sale of assets (7)

 -

 Employee retention credit (8)

 (6,868
)

 -

 Employee restructuring expenses (9)

 5,367

 Professional and vendor fees (10)

 1,194

 -

 Adjusted EBITDA

 $
 11,101

 $
 3,507

 (1)
 expense is related to our capital structure and varies over time due to a variety of financing
 transactions. Interest expense includes $2,378 and $1,581 for amortization of debt discounts
 for the years ended December 31, 2023 and 2022, respectively, as presented in our consolidated
 statements of cash flows, which are noncash items. Investors should note that interest expense
 will recur in future periods.

 (2)
 Depreciation
 and amortization related to our developed technology and Platform is included within cost
 of revenue of $8,782 and $9,459, for the years ending December 31, 2023 and 2022, respectively,
 and depreciation and amortization is included within operating expenses of $18,924 and $17,650
 for the years ending December 31, 2023 and 2022, respectively. We believe (i) the amount
 of depreciation and amortization expense in any specific period may not directly correlate
 to the underlying performance of our business operations and (ii) such expenses can vary
 significantly between periods as a result of new acquisitions and full amortization of previously
 acquired tangible and intangible assets. Investors should note that the use of tangible and
 intangible assets contributed to revenue in the periods presented and will contribute to
 future revenue generation and should also note that such expense will recur in future periods.

 (3)
 Stock-based
 compensation represents noncash costs arise from the grant of stock-based awards to employees,
 consultants and directors. We believe that excluding the effect of stock-based compensation
 from Adjusted EBITDA assists management and investors in making period-to-period comparisons
 in our operating performance because (i) the amount of such expenses in any specific period
 may not directly correlate to the underlying performance of our business operations, and
 (ii) such expenses can vary significantly between periods as a result of the timing of grants
 of new stock-based awards, including grants in connection with acquisitions. Additionally,
 we believe that excluding stock-based compensation from Adjusted EBITDA assists management
 and investors in making meaningful comparisons between our operating performance and the
 operating performance of other companies that may use different forms of employee compensation
 or different valuation methodologies for their stock-based compensation. Investors should
 note that stock-based compensation is a key incentive offered to employees whose efforts
 contributed to the operating results in the periods presented and are expected to contribute
 to operating results in future periods. Investors should also note that such expenses will
 recur in the future.

 (4)
 Change
 in fair value of contingent consideration represents the change in the put option on our
 common stock in connection with the acquisition of Fexy Studios.

 (5)
 Liquidated
 damages (or interest expense related to accrued liquidated damages) represents amounts we
 owe to certain of our investors in private placements offerings conducted in fiscal years
 2018 through 2020, pursuant to which we agreed to certain covenants in the respective securities
 purchase agreements and registration rights agreements, including the filing of resale registration
 statements and becoming current in our reporting obligations, which we were not able to timely
 meet.

 (6)
 Loss
 on impairment of assets represents certain assets that are no longer useful.

 (7)
 Loss
 on sale of assets represents non-recurring losses for sale of assets.

 (8)
 Employee
 retention credit represents payroll related tax credits under the CARES Act.

 (9)
 Employee
 restructuring payments represents severance payments to employees under employer restructuring
 arrangements and payments to our former Chief Executive Officer for the years ended December
 31, 2023 and 2022, respectively.

 (10)
 Professional
 and vendor fees represents fees that are nonrecurring in connection with the Business Combination
 resulting in a change of control, including fees incurred by consultants, accountants, lawyers,
 and other vendors.

 Critical
Accounting Policies and Estimates

 The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amount of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses
during the reported periods. The more critical accounting estimates include estimates related to revenue recognition, platform development,
impairment of long-lived assets, and stock-based compensation. We also have other key accounting policies, which involve the use of estimates,
judgments and assumptions that are significant to understanding our results, which are described in Note 2, Summary of Significant
Accounting Policies, in our accompanying consolidated financial statements.

 Our
discussion and analysis of the financial condition and results of operations is based upon our consolidated financial statements included
elsewhere in this Annual Report on Form 10-K, which have been prepared in accordance with GAAP. We believe the following critical accounting
policies affect our more significant judgments and estimates used in the preparation of the financial statements. Actual results may
differ from these estimates under different assumptions or conditions.

 In
accordance with Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers, revenues are
recognized when control of the promised goods or services are transferred to our customers, in an amount that reflects the consideration
that we expect to receive in exchange for those goods or services. We generate all of our revenue from contracts with customers. We account
for revenue on a gross basis, as compared to a net basis, in our statement of operations. We have made this determination based on our
control of the advertising inventory and the ability to monetize the advertising inventory or publications before transfer to the customer
and because we are also the primary obligor responsible for providing the services to the customer. Cost of revenue is presented as
a separate line item on the consolidated statements of operations.

 The
following is a description of the principal activities from which we generate revenue:

Advertising. We recognize revenue from digital advertisements at the point when each ad is viewed. The quantity of advertisements,
the impression bid prices, and revenue are reported on a real-time basis. We enter into contracts with advertising networks to serve
display or video advertisements on the digital media pages associated with our various channels. Although reported advertising transactions
are subject to adjustment by the advertising network partners, any such adjustments are known within a few days of month end. We owe
our independent Publisher Partners a revenue share of the advertising revenue earned, which is recorded as service costs in the same
period in which the associated advertising revenue is recognized.

revenue that is comprised of fees charged for the placement of advertising on the websites that we own and operate, is recognized as
the advertising or sponsorship is displayed, provided that collection of the resulting receivable is reasonably assured.

 Print
Advertising. Advertising related revenues for print advertisements are recognized when advertisements are published (defined as an
issue's on-sale date), net of provisions for estimated rebates, rate adjustments, and discounts.

Subscriptions. We enter into contracts with internet users that subscribe to premium content on our owned and operated media channels
and facilitate such contracts between internet users and our Publisher Partners. These contracts provide internet users with a membership
subscription to access the premium content. For subscription revenue generated by our independent Publisher Partners' content,
we owe our Publisher Partners a revenue share of the membership subscription revenue earned, which is initially deferred and recorded
as deferred contract costs. We recognize deferred contract costs over the membership subscription term in the same pattern that the associated
membership subscription revenue is recognized.

subscription revenue generated from our websites that we own and operate are charged to customers' credit cards or are directly
billed to corporate subscribers, and are generally billed in advance on a monthly, quarterly or annual basis. We calculate net subscription
revenue by deducting from gross revenue an estimate of potential refunds from cancelled subscriptions as well as chargebacks of disputed
credit card charges. Net subscription revenue is recognized ratably over the subscription periods. Unearned revenue relates to payments
for subscription fees for which revenue has not been recognized because services have not yet been provided.

 Print

 Print
revenue includes magazine subscriptions and single copy sales at newsstands.

 Print
Subscriptions. Revenue from magazine subscriptions is deferred and recognized proportionately as products are distributed to subscribers.

 Newsstand.
Single copy revenue is recognized on the publication's on-sale date, net of provisions for estimated returns. We base our estimates
for returns on historical experience and current marketplace conditions.

 Licensing
and Syndication Revenue

 Content
licensing-based revenues and syndication revenues are accrued generally monthly or quarterly based on the specific mechanisms of each
contract. Generally, revenues are accrued based on estimated sales and adjusted as actual sales are reported by partners. These adjustments
are typically recorded within three months of the initial estimates and have not been material. Any minimum guarantees are typically
earned evenly over the fiscal year.

 Contract
Modifications

 We
occasionally enter into amendments to previously executed contracts that constitute contract modifications. We assess each of these contract
modifications to determine:

 if
 the additional services and goods are distinct from the services and goods in the original arrangement; and

 if
 the amount of consideration expected for the added services or goods reflects the stand-alone selling price of those services and
 goods.

 A
contract modification meeting both criteria is accounted for as a separate contract. A contract modification not meeting both criteria
is considered a change to the original contract and is accounted for on either a prospective basis as a termination of the existing contract
and the creation of a new contract, or a cumulative catch-up basis.

Development

 For
the years presented, substantially all of our technology expenses are development costs for our Platform that were expensed as incurred
or capitalized as intangible costs. Technology costs are expensed as incurred or in accordance with applicable guidance that requires
costs incurred in the preliminary project and post-implementation stages of an internal use software project be expensed as incurred
and that certain costs incurred in the application development stage of a project be capitalized.

 We
capitalize internal labor costs, including compensation, benefits and payroll taxes, incurred for certain capitalized platform development
projects. Our policy with respect to capitalized internal labor stipulates that labor costs for employees working on eligible internal
use capital projects are capitalized as part of the historical cost of the project when the impact, as compared to expensing such labor
costs, is material. Our Platform development capitalized during the application development stage of a project include:

 payroll
 and related expenses for personnel; and

 stock-based
 compensation of related personnel.

Combinations

 We
account for business combinations using the acquisition method of accounting. The acquisition method of accounting requires that the
purchase price, including the fair value of contingent consideration, of the acquisition be allocated to the assets acquired and liabilities
assumed using the estimated fair values determined by management as of the acquisition date. Goodwill is measured as the excess of consideration
transferred and the net fair values of the assets acquired, and the liabilities assumed at the date of acquisition. While we use best
estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed
at the acquisition date, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period,
we record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill to the extent we identified
adjustments to the preliminary purchase price allocation. Upon the conclusion of the measurement period, which may be up to one year
from the acquisition date, or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any
subsequent adjustments are recorded to the consolidated statements of operations. Additionally, we identify acquisition-related contingent
payments and determine their respective fair values as of the acquisition date, which are recorded as accrued liabilities on the consolidated
balance sheets. Subsequent changes in fair value of contingent payments are recorded on the consolidated statements of operations. We
expense transaction costs related to the acquisition as incurred.

represents the excess of the purchase price over the fair value of the net tangible and intangible assets of businesses acquired in a
business combination. Goodwill is not amortized but rather is tested for impairment at least annually on December 31, or more frequently
if events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. We operate as one reporting
unit, therefore, the impairment test is performed at the consolidated entity level. Recoverability of goodwill is determined by comparing
the fair value of our reporting unit to the carrying value of the underlying net assets in the reporting unit. If the fair value of our
reporting unit is determined to be less than the carrying value of our net assets, goodwill is deemed impaired, and an impairment loss
is recognized to the extent that the carrying value of goodwill exceeds the difference between the fair value of the reporting unit and
the fair value of our other assets and liabilities.

 Stock-Based
Compensation

 We provide stock-based compensation in the form of (a) stock awards
to employees and directors, comprised of restricted stock awards and restricted stock units, (b) stock option grants to employees, directors
and consultants, (c) common stock warrants to Publisher Partners (no warrants were issued during the years ended December 31, 2022 or
2021), and (d) common stock warrants to ABG (all as further described in Note 22, Stock-Based Compensation, in our accompanying
consolidated financial statements).

 We
account for stock awards and stock option grants to employees, directors and consultants, and non-employee awards to certain directors
and consultants by measuring the cost of services received in exchange for the stock-based payments as compensation expense our consolidated
financial statements. Stock awards and stock option grants to employees and non-employees which are time-vested, are measured at fair
value on the grant date, and charged to operations ratably over the vesting period. Stock awards and stock option grants to employees
and non-employees which are performance-vested, are measured at fair value on the grant date and charged to operations when the performance
condition is satisfied or over the service period.

 The
fair value measurement of equity awards and grants used for stock-based compensation is as follows: (1) restricted stock awards and restricted
stock units which are time-vested, are determined using the quoted market price of our common stock at the grant date; (2) stock option
grants which are time-vested and performance-vested, are determined utilizing the Black-Scholes option-pricing model at the grant date;
(3) restricted stock units and stock option grants which provide for market-based vesting with a time-vesting overlay, are determined
through consultants with our independent valuation firm using the Monte Carlo model at the grant date; (4) Publisher Partner Warrants
are determined utilizing the Black-Scholes option-pricing model; and (5) ABG warrants are determined utilizing the Monte Carlo model.

 Fair
value determined under the Black-Scholes option-pricing model and Monte Carlo model is affected by several variables, the most significant
of which are the life of the stock award, the exercise price of the stock option or warrant, as compared to the fair market value of
our common stock on the grant date, and the estimated volatility of our common stock over the term of the stock award. Estimated volatility
was determined under the (1) "Probability Weighted Scenarios" (prior to our reverse stock split on February 8, 2022) where
one scenario assumes that our common stock will be up-listed on a national stock exchange (the "Exchange") on a certain listing
date (the "Up-list") where the estimated volatility was based on evaluating the average historical volatility of a group
of peer companies that are publicly traded and the second scenario assumes our common stock is not up-listed on the Exchange prior to
the final vesting date of the grants (the "No Up-list") where the historical volatility of our common stock was evaluated
based upon market comparisons; and the (2) "Up-list Scenario" (after our reverse stock split on February 8, 2022) where our
estimated volatility is based on evaluating the average historical volatility of a group of peer companies that are publicly traded after
we up-listed to the NYSE American. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant.
The fair market value of common stock is determined by reference to the quoted market price of our common stock.

 We
have elected to recognize forfeitures as they occur and to recognize stock-based compensation cost on a straight-line basis over the
total requisite service period for awards with graded vesting. We classify stock-based compensation cost on our consolidated statements
of operations in the same manner in which the award recipient's cash compensation cost is classified.

 Recently
Issued Accounting Pronouncements

 Note
2, Summary of Significant Accounting Policies, in our accompanying consolidated financial statements appearing elsewhere in this
Annual Report includes Recently Issued Accounting Pronouncements.

 Item
7A. Quantitative and Qualitative Disclosures about Market Risk

 We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise
required under this item.

 Item
8. Financial Statements and Supplementary Data

 All
information required by this item is listed in the Index to Financial Statements in Part IV, Item 15(a)(1) of this Annual Report.

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 None.

 Item
9A. Controls and Procedures

 Evaluation
of Disclosure Controls and Procedures

 Our
management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)
and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports we file
or submit 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 by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated
to the issuer's management, including its principal executive officer(s) and principal financial officer(s), or persons performing
similar functions, as appropriate to allow timely decisions regarding required disclosure.

 In
accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of
our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of
our disclosure controls and procedures as of December 31, 2023. Based on that evaluation, our management, including our Chief Executive
Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective in providing reasonable assurance
that information required to be disclosed in our reports filed or submitted under the Exchange Act was recorded, processed, summarized,
and reported within the time periods specified in the SEC's rules and forms.

 Remediation of the Previously Reported Material
Weaknesses in 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 annual or interim financial statements will not be prevented or detected on a timely basis. As reported in Part
II, Item 9A to our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 31, 2023, we did not maintain
effective internal control over financial reporting because of the material weaknesses described below.

 Specifically, in preparing our
financial statements for the year ended December 31, 2022, we identified the following control deficiencies that constituted
material weaknesses in our internal control over financial reporting as of December 31, 2022: (i) we had inadequate segregation of
duties consistent with control objectives related to our information technology general controls ("ITGCs"), specifically
as it relates to change management; and (ii) there was insufficient validation of non-Google impression data provided by certain
third party service providers.

 These
material weaknesses were remedied in fiscal 2023 by (i) implementing new permissions and approval requirements in our change
management process in our systems previously identified with inadequate segregation of duties and (ii) obtaining, reviewing, and
mapping a System and Organization Controls – SOC 1 Type 2 report from third party service providers for the effectiveness of
third party controls relevant to our internal control over financial reporting, including validation of impression data, and
implementing compensating management controls to further validate non-Google impressions data provided by certain third party
service providers.

 Management's
Annual Report on Internal Control over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f)
and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process, including policies and procedures, designed
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
reporting purposes in accordance with U.S. generally accepted accounting principles. Our management assessed our internal control over
financial reporting based on the Internal Control—Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations
of the Treadway Commission ("COSO"). Our system of internal control over financial reporting is designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with GAAP. Based on the above evaluation, our management concluded that our internal control over
financial reporting was effective as of December 31, 2023.

 This Annual Report does not include an attestation report of the Company's registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting
firm pursuant to rules of the SEC that permit the Company to provide only management's report in this Annual Report.

 Changes
in Internal Control over Financial Reporting

 Except as described above under "Remediation of the Previously Reported Material Weaknesses in Internal Control
Over Financial Reporting," there
have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act) that occurred during quarter ended December 31, 2023 that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.

 Inherent
Limitations on the Effectiveness of Controls

 The
effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including
the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate
misconduct completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any
system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable,
not absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must
reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits
of possible controls and procedures relative to their costs. Projections of any evaluation of effectiveness to future periods are subject
to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our
business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial
reporting.

 Item
9B. Other Information

 On
December 29, 2023, we failed to make the interest payment due pursuant to the Third A&R NPA (as defined in "Management's
Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Senior Secured
Notes") in the amount of approximately $2.8 million, resulting in an event of default under the Arena Notes. On January 5, 2024,
we entered into a forbearance agreement (the "Forbearance Agreement") with Renew Group Private Limited, the lender under
the Third A&R NPA, pursuant to which Renew agreed to a forbearance period through March 29, 2024, while reserving its rights and
remedies. On March 27, 2024, the forbearance period was extended through the earlier of the following: (a) April 30, 2024; (b) the occurrence
of the closing of the Business Combination and (c) the termination of the Business Combination prior to closing. The outstanding principal
on the Arena Notes was approximately $110.7 million as of December 31, 2023.

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Not
applicable.

 Part
III

 Item
10. Directors, Executive Officers and Corporate Governance

 The
information required under this item is incorporated herein by reference to our proxy statement for our 2024 Annual Meeting of Stockholders

 Item
11. Executive Compensation

 The
information required under this item is incorporated herein by reference to our proxy statement for our 2024 Annual Meeting of Stockholders

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 The
information required under this item is incorporated herein by reference to our proxy statement for our 2024 Annual Meeting of Stockholders

 Item
13. Certain Relationships and Related Transactions, and Director Independence

 The
information required under this item is incorporated herein by reference to our proxy statement for our 2024 Annual Meeting of Stockholders

 Item
14. Principal Accountant Fees and Services

 The
information required under this item is incorporated herein by reference to our proxy statement for our 2024 Annual Meeting of Stockholders

 Part
IV

 Item
15. Exhibits and Financial Statement Schedules

 (a)

 The
 following documents are filed as part of this Annual Report:

 1.
 Index to Consolidated Financial Statements. Our consolidated financial statements and the Report of Marcum LLP, Independent Registered
Public Accounting Firms are included in Part IV of this Annual Report on the pages indicated:

 Page

 Report of Independent Registered Public Accounting Firm

 Consolidated Balance Sheets as of December 31, 2023 and 2022

 Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022

 F- 4

 Consolidated Statements of Stockholders' Deficiency for the Years Ended December 31, 2023 and 2022

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

 Notes to Consolidated Financial Statements

 2.
 Financial Statement Schedules. Schedule II – Valuation and Qualifying Accounts for the Years Ended December 31, 2023 and
2022.

 Exhibit

 Description

 2.1

 Agreement and Plan of Merger, dated as of March 13, 2018, by and among the Company, HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on March 19, 2018.

 2.2

 Amendment to Agreement and Plan of Merger, dated as of April 25, 2018, by and among TheMaven, Inc., HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 2.2 to our Annual Report on Form 10-K filed on January 8, 2021.

 2.3

 Second Amendment to Agreement and Plan of Merger, dated as of June 1, 2018, by and among TheMaven, Inc., HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K/A filed on June 4, 2018.

 2.4

 Third Amendment to Agreement and Plan of Merger, dated as of May 31, 2019, by and among TheMaven, Inc., HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 2.4 to our Annual Report on Form 10-K filed on January 8, 2021.

 2.5

 Fourth Amendment to Agreement and Plan of Merger, dated as of December 15, 2020, by and among TheMaven, Inc., HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on December 21, 2020.

 2.6

 Amended and Restated Asset Purchase Agreement, dated as of August 4, 2018, by and among the Company, Maven Coalition, Inc., and Say Media, Inc., which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on August 9, 2018.

 2.7

 Amendment to Amended and Restated Asset Purchase Agreement, dated as of August 24, 2018, by and among the Company, Maven Coalition, Inc., and Say Media, Inc., which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on August 29, 2018.

 2.8

 Agreement and Plan of Merger, dated as of October 12, 2018, by and among the Company, SM Acquisition Co., Inc., Say Media, Inc., and Matt Sanchez as the Securityholder Representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on October 17, 2018.

 2.9

 Amendment to Agreement and Plan of Merger, dated as of October 17, 2018, by and among the Company, SM Acquisition Co., Inc., Say Media, Inc., and Matt Sanchez as the Securityholder Representative, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on October 17, 2018.

 2.10

 Agreement and Plan of Merger, dated as of June 11, 2019, by and among the Company, TST Acquisition Co., Inc., and TheStreet, Inc., which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on June 12, 2019.

 2.11

 Asset Purchase Agreement, dated December 7, 2022, by and among The Arena Media Brands, LLC, Weider Publications, LLC and A360 Media, LLC, which was filed as Exhibit 2.1 to our Current Report on Form 8-K filed on December 20, 2022.

 2.12

 Business Combination Agreement, dated as of November 5, 2023, among The Arena Group Holdings, Inc., Simplify Inventions, LLC, Bridge Media Networks, LLC, New Arena Holdco, Inc., Energy Merger Sub I, LLC and Energy Merger Sub II, which was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed on November 7, 2023.

 2.13

 Amendment No. 1 to Business Combination Agreement, dated December 1, 2023, by and between the Company, Simplify Inventions, LLC, Bridge Media Networks, LLC, New Arena Holdco, Inc., Energy Merger Sub I, LLC and Energy Merger Sub II, which was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 5, 2023.

 3.1

 Amended and Restated Certificate of Incorporation of the Registrant, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed on October 13, 2021.

 3.2

 Second Amended and Restated Bylaws, which was filed as Exhibit 3.2 to our Current Report on Form 8-K filed on October 13, 2021.

 3.3

 Certificate of Elimination of Series F Convertible Preferred Stock as filed with the Delaware Secretary of State on September 7, 2021, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed September 13, 2021.

 3.4

 Certificate of Elimination of Series I Convertible Preferred Stock as filed with the Delaware Secretary of State on September 7, 2021, which was filed as Exhibit 3.2 to our Current Report on Form 8-K filed September 13, 2021.

 3.5

 Certificate of Elimination of Series J Convertible Preferred Stock as filed with the Delaware Secretary of State on September 7, 2021, which was filed as Exhibit 3.3 to our Current Report on Form 8-K filed September 13, 2021.

 3.6

 Certificate of Elimination of Series K Convertible Preferred Stock as filed with the Delaware Secretary of State on September 7, 2021, which was filed as Exhibit 3.4 to our Current Report on Form 8-K filed September 13, 2021.

 3.7

 Certificate of Amendment as filed with the Delaware Secretary of State on January 20, 2022, which was filed Exhibit 3.1 to our Current Report on Form 8-K filed January 26, 2022.

 3.8

 Certificate of Correction of the Certificate of Amendment of the Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on January 26, 2022, which was filed as Exhibit 3.2 to our Current Report on Form 8-K filed January 26, 2022.

 3.9

 Certificate of Correction of the Certificate of Amendment of the Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on February 3, 2022, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed February 9, 2022.

 3.10

 Certificate of Amendment to the Amended and Restated Certificate of Incorporation, which was filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed on June 2, 2023.

 4.1

 Specimen Common Stock Certificate, which was filed as Exhibit 4.3 to Amendment No. 1 to Registration Statement on Form SB-2/A (Registration No. 333-48040) on September 23, 1996.

 4.2

 Common Stock Purchase Warrant issued on June 6, 2018 to L2 Capital, LLC, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on June 12, 2018.

 4.3

 Common Stock Purchase Warrant issued on June 15, 2018 to Strome Mezzanine Fund LP, which was filed as Exhibit 10.4 to our Current Report on Form 8-K filed on June 21, 2018.

 4.4

 Form of Common Stock Purchase Warrant issued on October 18, 2018, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on October 24, 2018.

 4.5

 Form of Warrant for Channel Partners Program, which was filed as Exhibit 4.3 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

 4.6

 Form of MDB Warrant issued in connection with the Share Exchange Agreement, which was filed as Exhibit 10.3 to our Current Report on Form 8-K, filed on November 7, 2016.

 4.7

 Common Stock Purchase Warrant (exercise price $0.42 per share), dated June 14, 2019, issued to ABG-SI LLC, which was filed as Exhibit 4.16 to our Annual Report on Form 10-K, filed on August 16, 2021.

 4.8

 Common Stock Purchase Warrant (exercise price $0.84 per share), dated June 14, 2019, issued to ABG-SI LLC, which was filed as Exhibit 4.17 to our Annual Report on Form 10-K filed on January 8, 2021.

 4.9

 Form of 2019 Warrant for Channel Partners Program, which was filed as Exhibit 4.18 to our Annual Report on Form 10-K filed on April 9, 2021.

 4.10

 Form of 2020 Warrant for Channel Partners Program, which was filed as Exhibit 4.19 to our Annual Report on Form 10-K filed on April 9, 2021.

 4.18

 Form of Bridge Notes. which was filed as Exhibit 4.1 to our Current Report on Form 8-K filed on December 20, 2022.

 4.19

 Form of 2023 Notes, which was filed as Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q filed on November 14, 2023.

 4.20*

 Description of Securities.

 10.1

 Securities Purchase Agreement, dated January 4, 2018, by and between the Company and certain investors named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on January 5, 2018.

 10.2

 Registration Rights Agreement, dated January 4, 2018, by and between the Company and certain investors named therein, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on January 5, 2018.

 10.3

 Securities Purchase Agreement, dated March 30, 2018, by and among the Company and certain investors named therein, which was filed as Exhibit 10.11 to our Annual Report on Form 10-K filed on January 8, 2021.

 10.4

 Registration Rights Agreement, dated March 30, 2018, by and among the Company and certain investors named therein, which was filed as Exhibit 10.12 to our Annual Report on Form 10-K filed on January 8, 2021.

 10.5

 Securities Purchase Agreement, dated June 15, 2018, between the Company and each purchaser named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on June 21, 2018.

 10.6

 Registration Rights Agreement, dated June 15, 2018, by and between the Company and each purchaser named therein, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on June 21, 2018.

 10.7

 Form of Securities Purchase Agreement, dated as of August 9, 2018, by and between the Company and each purchaser named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on August 10, 2018.

 10.8

 Form of Registration Rights Agreement, dated as of August 9, 2018, by and between the Company and each purchaser named therein, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on August 10, 2018.

 10.9

 Securities Purchase Agreement, dated October 18, 2018, by and between the Company and each investor named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on October 24, 2018.

 10.10

 Securities Purchase Agreement, dated December 12, 2018, by and between the Company and each investor named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on December 13, 2018.

 10.11

 Registration Rights Agreement, dated December 12, 2018, by and between the Company and each investor named therein, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on December 13, 2018.

 10.12

 Securities Purchase Agreement, dated March 18, 2019, by and between the Company and each investor named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on March 22, 2019.

 10.13

 Registration Rights Agreement, dated March 18, 2019, by and between the Company and each investor named therein, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on March 22, 2019.

 10.14

 Securities Purchase Agreement, dated March 27, 2019, by and between the Company and each investor named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on March 28, 2019.

 10.15

 Registration Rights Agreement, dated March 27, 2019, by and between the Company and each investor named therein, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on March 28, 2019.

 10.16

 Securities Purchase Agreement, dated April 8, 2019, by and between the Company and each investor named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on April 12, 2019.

 10.17

 Registration Rights Agreement, dated April 8, 2019, by and between the Company and each investor named therein, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on April 12, 2019.

 10.18

 Pledge and Security Agreement, dated June 10, 2019, by and among the Company, Maven Coalition, Inc., HubPages, Inc., Say Media, Inc., TST Acquisition Co., Inc., and the investor named therein, which was filed as Exhibit 10.5 to our Current Report on Form 8-K filed on June 12, 2019.

 10.19

 Confirmation and Ratification Agreement, dated June 14, 2019, by and among the Company, Maven Coalition, Inc., HubPages, Inc., Say Media, Inc., TST Acquisition Co., Inc., and the investor named therein, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on June 19, 2019.

 10.20

 Form of Securities Purchase Agreement, dated as of June 28, 2019, by and among the Company and each of the several purchasers named thereto, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on July 3, 2019.

 10.21

 Form of Registration Rights Agreement, dated as of June 28, 2019, by and among the Company and each of the several purchasers named thereto, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on July 3, 2019.

 10.22

 Form of Second Amended and Restated Promissory Note due June 14, 2022, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on September 3, 2019.

 10.23

 Form of Securities Purchase Agreement, dated as of October 7, 2019, by and among the Company and each of the several purchasers named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on October 11, 2019.

 10.24

 Form of Registration Rights Agreement, dated as of October 7, 2019, by and among the Company and each of the several purchasers named therein, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on October 11, 2019.

 10.25

 Third Amended and Restated Note Purchase Agreement, dated December 15, 2022, by and among the Company, the subsidiary guarantors party thereto, BRF Finance Co., LLC, as agent and purchaser, and the other purchasers from time to time party thereto, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on December 20, 2022.

 10.26

 Sixth Amendment to Financing and Security Agreement, dated December 15, 2022, by and among the Company, the subsidiaries of the Company party thereto and SLR Digital Finance LLC, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on December 20, 2022.

 10.27

 Form of 15% Delayed Draw Term Note, issued on March 24, 2020, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on March 30, 2020.

 10.28

 Form of Series H Securities Purchase Agreement, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on August 20, 2020.

 10.29

 Sublease, dated January 14, 2020, by and between Saks & Company LLC and Maven Coalition, Inc., which was filed as Exhibit 10.51 to our Annual Report on Form 10-K filed on August 16, 2021.

 10.30

 Office Lease Agreement, dated October 25, 2019, by and between Street Retail West I, LP and the Company, which was filed as Exhibit 10.54 to our Annual Report on Form 10-K filed on August 16, 2021.

 10.31

 Asset Purchase Agreement, dated March 9, 2020, by and among Maven Coalition, Inc., Petametrics Inc., doing business as LiftIgniter, and the Company, which was filed as Exhibit 10.59 to our Annual Report on Form 10-K filed on August 16, 2021.

 10.32+

 Form of Stock Option Award Agreement – 2016 Stock Incentive Plan, which was filed as Exhibit 10.62 to our Annual Report on Form 10-K filed on August 16, 2021.

 10.33+

 Form of Stock Option Award Agreement – 2019 Equity Incentive Plan, which was filed as Exhibit 10.63 to our Annual Report on Form 10-K filed on August 16, 2021.

 10.34+

 Independent Director Agreement, effective as of September 3, 2018, by and between the Company and Todd D. Sims, which was filed as Exhibit 10.71 to our Annual Report on Form 10-K filed on August 16, 2021.

 10.35+

 First Amendment to the 2016 Stock Incentive Plan, which was filed as Exhibit 10.80 to our Annual Report on Form 10-K filed on August 16, 2021.

 10.36+

 Second Amendment to the 2016 Stock Incentive Plan, which was filed as Exhibit 10.81 to our Annual Report on Form 10-K filed on August 16, 2021.

 10.37+

 Form of Restricted Equity Award Grant Notice – 2019 Equity Incentive Plan, which was filed as Exhibit 10.82 to our Annual Report on Form 10-K filed on August 16, 2021.

 10.38+

 Form of Restricted Stock Unit Grant Notice – 2019 Equity Incentive Plan, which was filed as Exhibit 10.83 to our Annual Report on Form 10-K filed on August 16, 2021.

 10.39+

 Stock Option Award Agreement, dated March 11, 2019, by and between the Company and Douglas B. Smith, which was filed as Exhibit 10.84 to our Annual Report on Form 10-K filed on August 16, 2021.

 10.40+

 Stock Option Award Agreement, dated March 11, 2019, by and between the Company and Douglas B. Smith, which was filed as Exhibit 10.85 to our Annual Report on Form 10-K filed on August 16, 2021.

 10.41

 Channel Partners Warrant Program adopted on May 20, 2020, which was filed as Exhibit 10.112 to our Annual Report on Form 10-K filed on April 9, 2021.

 10.42+

 Stock Option Award Agreement, dated January 16, 2019, by and between the Company and Andrew Q. Kraft, which was filed as Exhibit 10.119 to our Annual Report on Form 10-K filed on April 9, 2021.

 10.43+

 Stock Award Agreement, dated January 16, 2019, by and between the Company and Andrew Q. Kraft, which was filed as Exhibit 10.120 to our Annual Report on Form 10-K filed on April 9, 2021.

 10.44+

 Maven Executive Bonus Plan, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on January 14, 2021.

 10.45

 Amendment No. 1 to Agreement and Plan of Merger, dated July 12, 2019, by and among the Company, TheStreet, Inc., and TST Acquisition Co., Inc., which was filed as Exhibit 10.122 to our Annual Report on Form 10-K filed on April 9, 2021.

 10.46+

 Executive Employment Agreement, effective January 1, 2021, by and between the Company and Paul Edmondson, which was filed as Exhibit 10.4 to our Current Report on Form 8-K on February 23, 2021.

 10.47+

 Amended and Restated Executive Employment Agreement, effective January 1, 2021, by and between the Company and Douglas B. Smith, which was filed as Exhibit 10.2 to our Current Report on Form 8-K on February 23, 2021.

 10.48+

 Stock Option Grant Notice, dated April 10, 2019, by and between the Company and Paul Edmondson, which was filed as Exhibit 10.127 to our Annual Report on Form 10-K filed on April 9, 2021.

 10.49+

 Stock Option Grant Notice, dated April 10, 2019, by and between the Company and Douglas Smith, which was filed as Exhibit 10.130 to our Annual Report on Form 10-K filed on April 9, 2021.

 10.50+

 Form of Amendment to Stock Option Award Agreement, by and between the Company and certain grantees awarded stock options on April 10, 2019, which was filed as Exhibit 10.131 to our Annual Report on Form 10-K filed on April 9, 2021.

 10.51+

 Executive Employment Agreement, effective as of February 18, 2021, by and between the Company and Robertson Barrett, which was filed as Exhibit 10.3 to our Current Report on Form 8-K on February 23, 2021.

 10.52

 Services Agreement, dated as of December 22, 2020, by and between the Company and Whisper Advisors, LLC, which was filed as Exhibit 10.134 to our Annual Report on Form 10-K on April 9, 2021.

 10.53+

 Stock Option Award Agreement, dated September 14, 2018, by and between the Company and Paul Edmondson, which was filed as Exhibit 10.135 to our Annual Report on Form 10-K on April 9, 2021.

 10.54+

 Amended and Restated Executive Employment Agreement, effective January 1, 2021, by and between the Company and Andrew Kraft, which was filed as Exhibit 10.6 to our Current Report on Form 8-K on February 23, 2021.

 10.55+

 Second Amended and Restated Executive Employment Agreement, effective January 1, 2021, by and between the Company and Avi Zimak, which was filed as Exhibit 10.7 to our Current Report on Form 8-K on February 23, 2021.

 10.56+

 Second Amendment to theMaven, Inc.'s 2019 Equity Incentive Plan, dated February 18, 2021, which was filed as Exhibit 10.1 to our Current Report on Form 8-K on February 24, 2021.

 10.57+

 First Amendment to theMaven, Inc.'s 2019 Equity Incentive Plan, dated March 16, 2020, which was filed as Exhibit 10.141 to our Annual Report on Form 10-K on April 9, 2021.

 10.58+

 2019 Equity Incentive Plan, which was filed as Exhibit 10.142 to our Annual Report on Form 10-K on April 9, 2021.

 10.59

 2016 Stock Incentive Plan, which was filed as Exhibit 4.4 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

 10.60

 Financing and Security Agreement, dated February 2020, by and among Maven Coalition, Inc., theMaven, Inc., Maven Media Brands, LLC, TheStreet, Inc., and FPP Finance LLC, which was filed as Exhibit 10.8 to our Quarterly Report on Form 10-Q on May 7, 2021.

 10.61

 First Amendment to Financing and Security Agreement, dated March 24, 2020, by and among Maven Coalition, Inc., theMaven, Inc., Maven Media Brands, LLC, TheStreet, Inc., and FPP Financing LLC, which was filed as Exhibit 10.9 to our Quarterly Report on Form 10-Q on May 7, 2021.

 10.62

 Intercreditor Agreement, dated February 24, 2020, by and between FPP Finance LLC and BRF Finance Co., LLC, which was filed as Exhibit 10.10 to our Quarterly Report on Form 10-Q on May 7, 2021.

 10.63

 Amendment No. 1 to Intercreditor Agreement, dated March 24, 2020, by and between FPP Finance LLC and BRF Finance Co., LLC, which was filed as Exhibit 10.11 to our Quarterly Report on Form 10-Q on May 7, 2021.

 10.64

 Form of Securities Purchase Agreement among the Company and each of the several purchasers signatory thereto, which was filed as Exhibit 10.2 to our Current Report on Form 8-K on May 25, 2021.

 10.65

 Form of Registration Rights Agreement among the Company and each of the several purchasers signatory thereto, which was filed as Exhibit 10.3 to our Current Report on Form 8-K on May 25, 2021.

 10.66

 Stock Purchase Agreement, dated June 4, 2021, by and among the Company, Maven Media Brands, LLC, College Spun Media Incorporated, Matthew Lombardi, Alyson Shontell Lombardi, Timothy Ray, Andrew Holleran, and the Representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on June 7, 2021.

 10.67

 Second Amended and Restated Executive Employment Agreement, effective August 26, 2020, by and between the Company and Ross Levinsohn, which was filed as Exhibit 10.1 to our Current Report on Form 8-K on February 23, 2021.

 10.68

 Third Amendment to Financing and Security Agreement, dated as of December 6, 2021, by and among theMaven, Inc., Maven Coalition, Inc., Maven Media Brands, LLC, TheStreet, Inc., College Spun Media Incorporated, and Fast Pay Partners LLC, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on December 10, 2021.

 10.69+

 Amendment No. 1 to Second Amended & Restated Executive Employment Agreement, dated as of December 22, 2021, by and between the Company and Ross Levinsohn, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on January 10, 2022.

 10.70

 Form of Stock Purchase Agreement by and between the Company and certain investors, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on January 28, 2022.

 10.71

 Asset Purchase Agreement between the Company and Fulltime Fantasy Sports, LLC, dated July 15, 2021, which was filed as Exhibit 10.5 to our Quarterly Report on Form 10-Q on November 15, 2021.

 10.72^

 Amended Licensing Agreement by and between the Company and ABG-SI LLC, which was filed as Exhibit 10.1 to our Current Report on Form 8-K/A filed on November 29, 2022.

 10.73^

 Amendment No. 5 to Licensing Agreement by and between the Company and ABG-SI LLC, which was filed as Exhibit 10.73 to our Annual Report on Form 10-K filed on March 31, 2023.

 10.74

 Form of Common Stock Purchase Agreement, which was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 31, 2023.

 10.75+

 Amended and Restated 2022 Stock and Incentive Compensation Plan, which was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 2, 2023.

 10.76

 Binding Letter of Intent, dated August 14, 2023, by and between the Company and Simplify Inventions, LLC, which was filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on November 14, 2023.

 10.77

 Form of Voting and Support Agreement, dated August 14, 2023, by and between the Company and certain stockholders. which was filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on November 14, 2023.

 10.78

 Amendment to Third Amended and Restated Note Purchase Agreement, dated August 14, 2023, by and between the Company, the subsidiary guarantors party thereto, BRF Finance Co., LLC, as agent and purchaser, and the other purchasers from time to time party thereto, which was filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on November 14, 2023.

 10.79+

 Amendment No. 3 to Second Amended & Restated Executive Employment Agreement, dated as of September 7, 2023, by and between the Company and Ross Levinsohn, which was filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on November 14, 2023.

 10.80+

 First Amendment to Executive Employment Agreement, dated August 15, 2023, by and between the Company and Henry Robertson Barrett, which was filed as Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed on November 14, 2023.

 10.81+

 Severance Agreement, dated August 14, 2023, by and between the Company and Henry Robertson Barrett, which was filed as Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q filed on November 14, 2023.

 10.82+

 Severance Agreement, dated August 14, 2023, by and between the Company and Douglas B. Smith, which was filed as Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q filed on November 14, 2023.

 10.83

 Seventh Amendment to Financing and Security Agreement, dated August 31, 2023, by and among the Company, certain subsidiaries of the Company party thereto and SLR Digital Finance LLC, which was filed as Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q filed on November 14, 2023.

 10.84

 Side Letter to Licensing Agreement, dated October 1, 2023, by and between the Company and ABG-SI LLC, which was filed as Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q filed on November 14, 2023.

 10.85

 Common Stock Subscription Agreement, dated as of November 5, 2023, between New Arena Holdco, Inc. and 5-Hour International Corporation Pte. Ltd., which was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 7, 2023.

 10.86#

 Preferred Stock Subscription Agreement, dated as of November 5, 2023, between New Arena Holdco, Inc. and The Hans Foundation USA, which was filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed on November 7, 2023.

 10.87

 Amendment No. 2 to Third Amended and Restated Note Purchase Agreement, dated December 1, 2023, by and between the Company, the subsidiary guarantors party thereto, BRF Finance Co., LLC, as agent and purchaser, and the other purchasers from time to time party thereto, which was filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed on December 5, 2023.

 10.88

 Waiver of Liquidated Damages and Release of Claims, dated December 1, 2023, by and among the Company, Simplify Inventions, LLC and B. Riley Principal Investments, LLC, which was filed as Exhibit 10.3 to the Company's Current Report on Form 8-K filed on December 5, 2023.

 10.89

 Forbearance Letter, which was filed as Exhibit 10.4 to the Company's Current Report on Form 8-K filed on January 5, 2024.

 10.90

 Subscription Agreement, dated February 14, 2024, by and between the Company and Simplify, which was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 14, 2024.

 10.91*

 Forbearance Letter between
 the Company and Renew Group Private Limited dated as of March 27,
2024.

 21.1*

 Subsidiaries of the Arena Group Holdings, Inc.

 23.1*

 Consent of Marcum LLP, independent registered accounting firm.

 24.1*

 Power of Attorney (included in the signature pages hereto)

 31.1*

 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

 31.2*

 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

 32.1**

 Certification of Chief Executive Officer pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002.

 32.2**

 Certification of Chief Financial Officer pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002.

 97.1*

 Clawback Policy of Arena Group Holdings, Inc.

 101.INS

 Instance
 Document.

 101.SCH

 Extension Schema Document.

 101.CAL

 Extension Calculation Linkbase Document.

 101.DEF

 Extension Definition Linkbase Document.

 101.LAB

 Extension Label Linkbase Document.

 101.PRE

 Presentation Linkbase Document.

 104*

 Cover

 *

 Filed
 Herewith

 **

 This
 certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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 of 1933, as amended, or the Exchange Act.

 #

 Certain
 schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Registrant agrees to furnish supplementally
 a copy of any omitted schedule or exhibit to the SEC upon request.

 ^

 Registrant
 has omitted portions of the exhibit as permitted under Item 601(b)(10) of Regulations S-K.

 +

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

 The
 certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and are not deemed
 "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall
 they be deemed incorporated by reference into any filing under the Securities Act of the Exchange Act.

 (b)

 Exhibits.
 See Item 15(a) above.

 THE

 Annual
Report on Form 10-K

II

 Valuation
of Qualifying Accounts

 Years
Ended December 31, 2023 and 2022

 ($
in thousands)

 Additions

 Balances at

 Beginning

 of Year

 Charge to

 Costs and

 Expenses

 Other

 Deductions

 from

 Reserves

 Balances at

 End of Year

 2023

 Allowance for doubtful accounts receivable

 $
 2,236

 $

 $
 -

 $
 (1,570
)

 $

 Valuation allowances for deferred tax assets

 65,406

 -

 10,961

 -

 76,367

 2022

 Allowance for doubtful accounts receivable

 1,578

 -

 -

 2,236

 Valuation allowances for deferred tax assets

 50,447

 -

 14,959

 -

 65,406

 Item
16. Form 10–K Summary

 None.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has caused this Annual
Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

 The
 Arena Group Holdings, Inc.

 Dated:

 By:

 /s/
 CAVITT RANDALL

 Cavitt
 Randall

 Chief
 Executive Officer

 (Principal
 Executive Officer)

 By:

 /s/
 DOUGLAS B. SMITH

 Douglas
 B. Smith

 Chief
 Financial Officer

 (Principal
 Financial and Accounting Officer)

 Power
of Attorney

 KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Cavitt Randall and Douglas B.
Smith, jointly and severally, as his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities,
to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection
therewith, with the U.S. Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact,
or his substitute or substitutes, may do or cause to be done by virtue hereof

 Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the
following persons on behalf of the Registrant and in the capacities indicated and on the dates indicated.

 Signature

 Title

 /s/
 CAVITT RANDALL

 Chief
 Executive Officer and Chairman of the Board

 Cavitt
 Randall

 (Principal
 Executive Officer)

 Date:

 /s/
 DOUGLAS B. SMITH

 Chief
 Financial Officer

 Douglas
 B. Smith

 (Principal
 Financial and Accounting Officer)

 Date:

 /s/
 H. HUNT ALLRED

 H.
 Hunt Allred

 Date:

 /s/
 CARLO ZOLA

 Carlo
 Zola

 Date:

 /s/
 CHRISTOPHER PETZEL

 Christopher
 Petzel

 Date:

 /s/
 LAURA LEE

 B.
 Laura Lee

 Date:

 /s/
 CHRISTOPHER FOWLER

 Christopher
 Fowler

 Date:

 The
Arena Group Holdings, Inc. and Subsidiaries

to Consolidated Financial Statements

 PAGE

 Report of Independent Registered Public Accounting Firm (PCAOB ID NO: 688)

 Consolidated Balance Sheets as of December 31, 2023 and 2022

 Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022

 Consolidated Statements of Stockholders' Deficiency for the Years Ended December 31, 2023 and 2022

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

 Notes to Consolidated Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Shareholders and Board of Directors of

 The
Arena Group Holdings, Inc. and Subsidiaries

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of The Arena Group Holdings, Inc. and Subsidiaries (the "Company")
as of December 31, 2023 and 2022, the related consolidated statements of operations, stockholders' deficiency and cash flows for
each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial
statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the
Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period
ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

 Explanatory
Paragraph – Going Concern

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more
fully described in Note 1, the Company has a significant working capital deficiency, has incurred significant losses and may need to restructure its debt to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated
financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent
with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits
included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,
and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts
and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a
reasonable basis for our opinion.

 Critical
Audit Matters

 Critical audit matters are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

 /s/
 Marcum llp

 Marcum
 LLP

 We
have served as the Company's auditor since 2019.

 New York, NY

 F- 2

 THE

BALANCE SHEETS

 2023

 2022

 2023

 2022

 ($ in thousands, except share data)

 Assets

 Current assets:

 Cash and cash equivalents

 $
 9,284

 $
 13,871

 Restricted cash

 -

 Accounts receivable, net

 44,811

 33,950

 Subscription acquisition costs, current portion

 29,706

 25,931

 Prepayments and other current assets

 6,598

 4,441

 Total current assets

 90,399

 78,695

 Property and equipment, net

 Operating lease right-of-use assets

 Platform development, net

 8,723

 10,330

 Subscription acquisition costs, net of current portion

 7,215

 14,133

 Acquired and other intangible assets, net

 38,459

 58,970

 Other long-term assets

 1,003

 1,140

 42,575

 39,344

 Total assets

 $
 188,878

 $
 203,719

 Liabilities, mezzanine equity and stockholders' deficiency

 Current liabilities:

 Accounts payable

 $
 10,357

 $
 12,863

 Accrued expenses and other

 30,771

 23,102

 Line of credit

 19,609

 14,092

 59,786

 58,703

 Subscription refund liability

 Operating lease liability

 Contingent consideration

 1,571

 -

 Liquidated damages payable

 2,924

 5,843

 Bridge notes

 7,887

 34,805

 Debt

 102,309

 65,684

 Total current liabilities

 236,021

 216,364

 Unearned revenue, net of current portion

 10,679

 19,701

 Operating lease liability, net of current portion

 -

 Liquidating damages payable, net of current portion

 -

 Other long-term liabilities

 5,307

 Deferred tax liabilities

 Total liabilities

 247,705

 242,689

 Commitments and contingencies (Note 27)

 -

 -

 Mezzanine equity:

 Series G redeemable and convertible preferred stock, $ 0.01 par value, $ 1,000 per share liquidation value and 1,800 shares designated; aggregate liquidation value: $ 168; Series G shares issued and outstanding: 168; common shares issuable upon conversion: 8,582 at December 31, 2023 and 2022

 Series H convertible preferred stock, $ 0.01 par value, $ 1,000 per share liquidation value and 23,000 shares designated; aggregate liquidation value: $ 0 and $ 14,356; Series H shares issued and outstanding: none and 14,356; common shares issuable upon conversion: none and 1,981,128 at December 31, 2023 and 2022, respectively

 -

 13,008

 Total mezzanine equity

 13,176

 Stockholders' deficiency:

 Common stock, $ 0.01 par value, authorized 1,000,000,000 shares: issued and outstanding; 23,836,706 and 18,303,193 shares December 31, 2023 and 2022, respectively

 Common stock to be issued

 -

 -

 Additional paid-in capital

 319,421

 270,743

 Accumulated deficit

 ( 378,653
)

 ( 323,071
)

 Total stockholders' deficiency

 ( 58,995
)

 ( 52,146
)

 Total liabilities, mezzanine equity and stockholders' deficiency

 $
 188,878

 $
 203,719

 See
accompanying notes to consolidated financial statements.

 F- 3

 THE

STATEMENTS OF OPERATIONS

 2023

 2022

 2023

 2022

 ($ in thousands, except share data)

 $

 $

 Cost of revenue (includes amortization for developed technology and platform development for 2023 and 2022 of $ 8,782 and $ 9,459, respectively)

 142,240

 132,923

 Gross profit

 101,963

 88,012

 Operating expenses

 74,245

 72,489

 44,152

 53,499

 Depreciation and amortization

 18,924

 17,650

 Loss on impairment of assets

 Loss on sale of assets

 -

 Total operating expenses

 137,765

 143,895

 Loss from operations

 ( 35,802
)

 ( 55,883
)

 Other expenses

 Change in valuation of contingent consideration

 ( 1,010
)

 -

 Interest expense, net

 ( 17,965
)

 ( 11,428
)

 Liquidated damages

 ( 583
)

 ( 1,140
)

 Total other expenses

 ( 19,558
)

 ( 12,568
)

 Loss before income taxes

 ( 55,360
)

 ( 68,451
)

 Income tax (provision) benefit

 ( 222
)

 1,063

 Loss from continuing operations

)

 ( 67,388
)

 Loss from discontinued operations, net of tax

 -

 ( 3,470
)

 $
)

 $
 ( 70,858
)

 Basic and diluted net loss per common share:

 Continuing operations

 $
 ( 2.49
)

 $
 ( 3.82
)

 Discontinued operations

 -

 ( 0.20
)

 Basic and diluted net loss per common share

 $
 ( 2.49
)

 $
 ( 4.02
)

 Weighted average number of common shares outstanding – basic and diluted

 22,323,763

 17,625,619

 See
accompanying notes to consolidated financial statements

 F- 4

 THE

STATEMENTS OF STOCKHOLDERS' DEFICIENCY

 Year
Ended December 31, 2023

 Par
 Value

 Par
 Value

 Capital

 Deficit

 Deficiency

 Stock

 Stock

to be Issued

 Additional
 Paid-in

 Accumulated

 Total
 Stockholders'

 Par
 Value

 Par
 Value

 Capital

 Deficit

 Deficiency

 ($
 in thousands, except share data)

 at January 1, 2023

 18,303,193

 $

 41,283

 $
 -

 $
 270,743

 $
 ( 323,071
)

 $
 ( 52,146
)

 of common stock in connection with registered direct offering

 2,963,918

 -

 -

 11,114

 -

 11,144

 of common stock upon conversion of series H convertible preferred stock

 1,981,128

 -

 -

 12,988

 -

 13,008

 of common stock in connection with the acquisition of Fexy Studios

 274,692

 -

 -

 1,997

 -

 2,000

 of common stock in connection with settlement of liquidated damages

 47,252

 -

 -

 -

 -

 Gain
 upon issuance of common stock in connection with settlement of liquidated damages

 -

 -

 -

 -

 -

 of common stock for restricted stock units

 429,528

 -

 -

 ( 4
)

 -

 -

 stock withheld for taxes

 ( 202,382
)

 ( 2
)

 -

 -

 ( 1,421
)

 -

 ( 1,423
)

 of common stock upon exercise of stock options

 -

 -

 -

 -

 -

 -

 of common stock in connection with acquisition

 38,582

 -

 ( 38,582
)

 -

 -

 -

 -

 Reclassification
 to liability upon modification of common stock option

 -

 -

 -

 -

 ( 68
)

 -

 ( 68
)

 Gain
 upon forgiveness of liquidated damages with principal stockholder

 -

 -

 -

 -

 3,497

 -

 3,497

 Stock-based
 compensation

 -

 -

 -

 -

 20,076

 -

 20,076

 Net
 loss

 -

 -

 -

 -

 -

)

)

 at December 31, 2023

 23,836,706

 $

 2,701

 $
 -

 $
 319,421

 $
 ( 378,653
)

 $
 ( 58,995
)

 F- 5

 THE

STATEMENTS OF STOCKHOLDERS' DEFICIENCY

 Year
Ended December 31, 2022

 Stock

 Common Stock

 to be Issued

 Additional
Paid-in

 Accumulated

 Total
 Stockholders'

 Par
 Value

 Par
 Value

 Capital

 Deficit

 Deficiency

 ($
 in thousands, except share data)

 at January 1, 2022

 12,635,591

 $

 49,134

 $
 -

 $
 200,410

 $
 ( 252,213
)

 $
 ( 51,677
)

 12,635,591

 $

 49,134

 $
 -

 $
 200,410

 $
 ( 252,213
)

 $
 ( 51,677
)

 of common stock upon conversion of series H preferred stock

 97,980

 -

 -

 -

 of stock in connection with acquisitions

 330,863

 -

 -

 3,138

 -

 3,141

 of stock in connection with the merger of Say Media

 7,851

 -

 ( 7,851
)

 -

 -

 -

 -

 of common stock in connection with professional services

 14,617

 -

 -

 -

 -

 of common stock in connection with settlement of liquidated damages

 505,655

 -

 -

 6,680

 -

 6,685

 Gain
 upon issuance of common stock in connection with settlement of liquidated damages

 -

 -

 -

 -

 -

 of common stock in connection with the exercise of stock options

 96,408

 -

 -

 -

 of common stock for restricted stock units

 832,233

 -

 -

 ( 8
)

 -

 -

 stock withheld for taxes upon issuance of underlying shares for restricted stock units

 ( 373,394
)

 ( 4
)

 -

 -

 ( 4,464
)

 -

 ( 4,468
)

 Repurchase
 restricted stock awards in connection with HubPages merger

 ( 26,214
)

 -

 -

 -

 -

 -

 -

 of common stock in connection with public offering

 4,181,603

 -

 -

 30,448

 -

 30,490

 Stock-based
 compensation

 -

 -

 -

 -

 33,229

 -

 33,229

 Net
 loss

 -

 -

 -

 -

 -

 ( 70,858
)

 ( 70,858
)

 at December 31, 2022

 18,303,193

 $

 41,283

 $
 -

 $
 270,743

 $
 ( 323,071
)

 $
 ( 52,146
)

 18,303,193

 $

 41,283

 $
 -

 $
 270,743

 $
 ( 323,071
)

 $
 ( 52,146
)

 See
accompanying notes to consolidated financial statements.

 F- 6

 THE

STATEMENTS OF CASH FLOWS

 2023

 2022

 2023

 2022

 ($ in thousands)

 Cash flows from operating activities

 $
)

 $
 ( 70,858
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Depreciation of property and equipment

 Amortization of platform development and intangible assets

 27,354

 26,570

 Amortization of debt costs

 2,378

 1,581

 Noncash and accrued interest

 3,824

 Loss on impairment of assets

 Loss on sale of assets

 -

 Change in valuation of contingent consideration

 1,010

 -

 Liquidated damages

 1,140

 19,060

 31,345

 Deferred income taxes

 ( 1,200
)

 Bad debt expense

 Other

 -

 Change in operating assets and liabilities net of effect of acquisitions:

 Accounts receivable

 ( 11,599
)

 ( 2,038
)

 Subscription acquisition costs

 3,143

 ( 1,667
)

 Royalty fees

 -

 11,250

 Prepayments and other current assets

 ( 2,157
)

 2,280

 Other long-term assets

 ( 77
)

 ( 285
)

 Accounts payable

 ( 2,663
)

 ( 6,535
)

 Accrued expenses and other

 3,453

 ( 2,996
)

 ( 7,970
)

 3,898

 Subscription refund liability

 ( 396
)

 ( 2,379
)

 Operating lease liability

 ( 231
)

 ( 218
)

 Other long-term liabilities

 ( 6,147
)

 ( 3,359
)

 Net cash used in operating activities

 ( 24,772
)

 ( 11,304
)

 Cash flows from investing activities

 Purchases of property and equipment

 -

 ( 530
)

 Capitalized platform development

 ( 3,773
)

 ( 5,179
)

 Proceeds from sale of assets

 1,061

 -

 Proceeds from sale of equity investment

 -

 2,450

 Payments for acquisitions, net of cash

 ( 500
)

 ( 35,331
)

 Net cash used in investing activities

 ( 3,212
)

 ( 38,590
)

 Cash flows from financing activities

 Proceeds from bridge notes, net of debt costs

 8,000

 34,728

 Payments of long-term debt

 -

 ( 5,928
)

 Proceeds, net of repayments, under line of credit

 5,517

 2,104

 Proceeds from common stock public offering, net of offering costs

 11,500

 32,058

 Payments of issuance costs from common stock public offering

 ( 167
)

 ( 1,568
)

 Payments of debt issuance costs

 ( 457
)

 -

 Proceeds from exercise of common stock options

 -

 Payment of deferred cash payment

 ( 75
)

 ( 453
)

 Payment for taxes related to common stock withheld for taxes

 ( 1,423
)

 ( 4,468
)

 Payment of restricted stock liabilities

 -

 ( 2,152
)

 Net cash provided by financing activities

 22,895

 54,416

 Net (decrease) increase in cash, cash equivalents, and restricted cash

 ( 5,089
)

 4,522

 Cash, cash equivalents, and restricted cash – beginning of year

 9,851

 Cash, cash equivalents, and restricted cash – end of year

 $
 9,284

 $

 Cash, cash equivalents, and restricted cash

 Cash and cash equivalents

 $
 9,284

 $
 13,871

 Restricted cash

 -

 Total cash, cash equivalents, and restricted cash

 $
 9,284

 $

 Supplemental disclosure of cash flow information

 Cash paid for interest

 $
 12,101

 $
 9,528

 Cash paid for income taxes

 -

 Noncash investing and financing activities

 Reclassification of stock-based compensation to platform development

 $
 1,016

 $
 1,884

 Debt costs recorded in accrued expenses and other and in other long-term liabilities

 Issuance of common stock upon conversion of Series H convertible preferred stock

 13,008

 Issuance of common stock in connection with settlement of liquidated damages

 7,008

 Issuance of common stock in connection with an acquisition

 2,000

 3,141

 Deferred cash payments recorded in connection with acquisitions

 Assumption of liabilities in connection with acquisitions

 1,246

 17,110

 Reclassification to liability upon common stock modification

 -

 See
accompanying notes to consolidated financial statements.

 F- 7

 THE

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 ($
in thousands, unless otherwise stated)

 1. Organization and Basis of Presentation

 Organization

 The
Arena Holdings Group, Inc. (formerly known as TheMaven, Inc.) ("The Arena Group" or the "Company"), was incorporated
in Delaware on October 1, 1990. On October 11, 2016, the predecessor entity now known as The Arena Group exchanged its shares with another
entity that was incorporated in Delaware on July 22, 2016. On November 4, 2016, these entities consummated a recapitalization. This resulted
in The Arena Group becoming the parent entity, and the other Delaware entity becoming the wholly owned subsidiary. On December 19, 2019,
the Company's wholly owned subsidiaries The Arena Platform, Inc. (formerly known as Maven Coalition, Inc.), and HubPages, Inc.
("HubPages"), which was acquired by the Company in a merger during 2018, were merged into another of the Company's
wholly owned subsidiaries, Say Media, Inc. ("Say Media"), which was acquired by the Company in a merger during 2018, with
Say Media as the surviving corporation. On January 6, 2020, Say Media changed its name to The Arena Platform, Inc. ("Arena Platform").
As of December 31, 2023, the Company's wholly owned subsidiaries consist of The Arena Platform, The Arena Media Brands, LLC ("Arena
Media") (formerly known as Maven Media Brands, LLC) formed during 2019 as a wholly owned subsidiary of The Arena Group), TheStreet,
Inc. ("TheStreet" acquired by the Company in a merger during 2019), College Spun Media Incorporated ("The Spun"
acquired by the Company in a merger during 2021) and Athlon Holdings, Inc. ("Parade" acquired by the Company in a merger
during 2022 as further described in Note 4).

 The
Company changed its legal name to The Arena Group Holdings, Inc. from TheMaven, Inc. on February 8, 2022. The Company's subsidiaries
changed their corporate names to The Arena Platform, Inc. from Maven Coalition, Inc. and to The Arena Media Brands, LLC from Maven Media
Brands, LLC on February 18, 2022.

 Unless
the context indicates otherwise, The Arena Group, The Arena Platform, TheStreet, The Spun and Parade, are together hereinafter referred
to as the "Company."

 Reverse
Stock Split

 On
February 8, 2022, the Board approved a one-for-twenty-two (1-for-22) reverse stock split of its outstanding shares of common stock that
was effective February 8, 2022. The Company's common stock began trading on the NYSE American (the "NYSE American")
on February 9, 2022 (as further described below). At the effective time, every twenty-two shares of issued and outstanding common stock
were automatically combined into one issued and outstanding share of common stock, without any change in the number of authorized shares.
No fractional shares were issued as a result of the reverse stock split. Any fractional shares that would otherwise have resulted from
the reverse stock split were rounded up to the next whole number.

 The
accompanying financial statements and notes to the financial statements give effect to the reverse stock split for all periods presented.
The shares of common stock retained a par value of $ 0.01 per share. Accordingly, stockholders' deficiency reflects the reverse
stock split by reclassifying from "common stock" to "additional paid-in capital" in an amount equal to the par
value of the decreased shares resulting from the reverse stock split. In connection with the reverse stock split, proportionate adjustments
were made to increase the per share exercise prices and decrease the number of shares of common stock issuable upon exercise of common
stock options and warrants whereby approximately the same aggregate price is required to be paid for such securities upon exercise as
had been payable immediately preceding the reverse stock split. Any fractional shares that would otherwise be issued as a result of the
reverse stock split were rounded up to the nearest whole share.

 On
February 9, 2022, in connection with the Company's legal name change and reverse stock split, the Company up-listed its common
stock to the NYSE American, which began trading on February 9, 2022 under the symbol "AREN." The Company's common stock,
prior to the up-list, was quoted on the OTC Markets Group Inc.'s ("OTCM") OTCQX Best Market (the "OTCQX")
under the symbol "MVEN."

 F- 8

Operations

 The
Company is a media company that leverages technology to build deep content verticals powered by anchor brands and a best-in-class digital
media platform (the "Platform") empowering publishers who impact, inform, educate, and entertain. The Company's strategy
is to focus on key subject matter verticals where audiences are passionate about a topic category (e.g., sports and finance) where it
can leverage the strength of its core brands to grow its audience and increase monetization both within its core brands as well as for
its media publisher partners (each, a "Publisher Partner"). The Company's focus is on leveraging its Platform and brands
in targeted verticals to maximize audience reach, enhance engagement, and optimize monetization of digital publishing assets for the
benefit of its users, its advertiser clients, and its greater than 40 owned and operated properties as well as properties it runs on
behalf of independent Publisher Partners. The Company owns and operates TheStreet, The Spun, Parade, and Men's Journal and powers
more than 320 independent Publisher Partners, including the many sports team sites that comprise FanNation.

 Each
Publisher Partner joins the Platform by invitation only with the objective of improving our position in key verticals while optimizing
the performance of the Publisher Partner. Publisher Partners incur the costs in content creation on their respective channels and receive
a share of the revenue associated with their content. Because of the state-of-the-art technology and large scale of the Platform and
our expertise in search engine optimization, social media, ad monetization and subscription marketing, Publisher Partners continually
benefit from our ongoing technological advances and audience development expertise. Additionally, we believe the lead brands within our
verticals create a halo benefit for all Publisher Partners while each of them adds to the breadth and quality of content.

 The
Company developed the Platform, a proprietary online publishing platform that provides its owned and operated media businesses, Publisher
Partners (who are third parties producing and publishing content on their own domains), and individual creators contributing content
to its owned and operated sites ("Expert Contributors"), the ability to produce and manage editorially focused content through
tools and services provided by it. The Company has also developed proprietary advertising technology, techniques and relationships that
allow it, its Publisher Partners, and its Expert Contributors to monetize editorially focused online content through various display
and video advertisements and tools and services for driving a subscription or membership based business and other monetization services
(the "Monetization Solutions" and, together with the Platform, the "Platform Services"). The Company's
Platform offers audiences bespoke content with optimized design and page construction.

 The
Platform comprises state-of-the-art publishing tools, video platforms, social distribution channels, newsletter technology, machine learning
content recommendations, notifications, and other technology that deliver a complete set of features to drive a digital media business
in an entirely cloud-based suite of services. The Company's software engineering and product development teams are experienced
at delivering these services at scale. The Company continues to develop the Platform software by combining proprietary code with components
from the open-source community, plus select commercial services as well as identifying, acquiring, and integrating other platform technologies
where it sees unique long-term benefits to it.

 Seasonality

 The
Company does experience seasonality during the year, as a result of advertising seasonality and sports seasons and major sporting events.
Advertising typically peaks in the fourth quarter of the Company's fiscal year as advertisers concentrate their budgets during
the holiday season. This trend is magnified as it also includes the professional sports and college football seasons, which account for
a significant portion of the Company's advertising revenue during that period of the year. Other sporting events such as the Super
Bowl, Winter and Summer Olympics, soccer's World Cup, and major golf, tennis and cycling events create increased traffic surrounding
the respective events.

 Going
Concern

 The
Company performed an annual reporting period going concern assessment. Management is required to assess the Company's ability to
continue as a going concern. These consolidated financial statements have been prepared assuming that the Company will continue as a
going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The
Company's consolidated financial statements do not include any adjustments that might be necessary if it is unable to continue
as a going concern.

 F- 9

 Most
recently, for the year ended December 31, 2023, the Company incurred a net loss from continuing operations of $ 55,582,
had cash on hand of $ 9,284 and
a working capital deficit of $ 145,622.
The Company's net loss from continuing operations and working capital deficit have been evaluated by management to determine
if the significance of those conditions or events would limit its ability to meet its obligations when due. Also, since the
Company's 2023 Notes (see Note 18), Senior Secured Notes, Delayed Draw Term Notes and 2022 Bridge Notes (see Note 19)
(collectively "its current debt") are subject to a forbearance
period through the earlier of the following: (a) April 30, 2024;
(b) the occurrence
of the closing of the Business Combination and (c) the termination of the Business Combination prior to closing (as further described in Note 28) unless the Company is
able to refinance or modify the terms of its current debt it runs the risk that its debt could be called, therefore, it may not be able to meet its
obligations when due.

 In
its evaluation, management determined there is substantial doubt about the Company's ability to continue as a going concern for
a one-year period following the financial statement issuance date, unless it is able to refinance or modify its current debt.

 The
Company plans to refinance or modify the maturities of its current debt and complete the Business Combination to alleviate the
conditions that raise substantial doubt about its ability to continue as a going concern, however, there can be no assurance that the Company will be able to refinance or modify its current debt and complete
the Business Combination.

 2. Summary of Significant Accounting Policies

 Principles
of Consolidation

 The
accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted
in the United States of America ("GAAP") and include the financial statements of The Arena Group and its wholly owned subsidiaries,
Arena Media, Arena Platform, TheStreet, The Spun and Parade. Intercompany balances and transactions have been eliminated in consolidation.

 Use
of Estimates

 The
preparation of the Company's consolidated financial statements in conformity with GAAP requires management to make certain estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of
the date of the consolidated financial statements and the reported results of operations during the reporting period. Significant estimates
include: reserves for bad debt; capitalization of platform development and associated useful lives; goodwill and other acquired intangible
assets and associated useful lives; assumptions used in accruals for potential liabilities; revenue recognition and estimates of standalone
selling price of performance obligations for revenue contracts with multiple performance obligations; stock-based compensation and the
determination of the fair value; valuation allowances for deferred tax assets and uncertain tax positions; accounting for business combinations;
and assumptions used to calculate contingent liabilities. These estimates are based on information available as of the date of the consolidated
financial statements; therefore, actual results could differ from management's estimates.

 Risks
and Uncertainties

 The
Company's business and operations are sensitive to general business and economic conditions in the United States and worldwide.
These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the
general condition of the United States and world economy. A host of factors beyond the Company's control could cause fluctuations
in these conditions. Adverse developments in these general business and economic conditions could have a material adverse effect on the
Company's financial condition and the results of its operations.

 F- 10

 In
addition, the Company will compete with many companies that currently have extensive and well-funded projects, marketing and sales operations
as well as extensive human capital. The Company may be unable to compete successfully against these companies. The Company's industry
is characterized by rapid changes in technology and market demands. As a result, the Company's products, services, or expertise
may become obsolete or unmarketable. The Company's future success will depend on its ability to adapt to technological advances,
anticipate customer and market demands, and enhance its current technology under development.

 Uncertainty
in the global economy presents significant risks to the Company's business. Increases in inflation, rising interest rates,
instability in the global banking system, geopolitical factors, including the ongoing conflicts in Ukraine and Israel and the
responses thereto, and the remaining effects of the COVID-19 pandemic may have an adverse effect on the Company's business.
While the Company is closely monitoring the impact of the current macroeconomic conditions on all aspects of its business, the
ultimate extent of the impact on its business remains highly uncertain and will depend on future developments and factors that
continue to evolve. Most of these developments and factors are outside of the Company's control and could exist for an
extended period of time. As a result, the Company is subject to continuing risks and uncertainties.

 Effective
December 1, 2023, B. Riley FBR, Inc. ("B. Riley FBR"), a registered broker-dealer owned by B. Riley Financial, Inc., a diversified
publicly traded financial services company ("B. Riley") that was instrumental in providing investment banking services to
the Company and in raising debt and equity capital for the Company, and Renew Group Private Limited ("Renew") entered into
agreement where Renew purchased $ 110,691
 in aggregate principal amount of the notes outstanding
with B. Riley, including the 2023 Notes (as described in Note 18), Senior Secured Notes, Delayed Draw Term Notes and 2022 Bridge Notes
(as described in Note 19), which constitute all of the notes outstanding with B. Riley and also assumed the role of agent under the Note
Purchase Agreement, as further described in Note 26. The indirect owner of Renew also has an indirect non-controlling interest in Simplify
Inventions, LLC ("Simplify"), a principal stockholder (as further described in Note 26).

 Segment
Reporting

 The
Company operates in one reportable segment which focuses on a publishing platform. The Company's business offerings have similar
operating characteristics and similar long-term operating performance, including the types of customers, nature of product or services,
distribution methods and regulatory environment. The chief operating decision maker (the "CODM") of the Company reviews specific
financial and operational data and other key metrics to make resource allocation decisions and assesses performance by review of profit
and loss information on a consolidated basis. The CODM does not review specific financial or operational data on a disaggregated basis
or by aggregating operating segments into one reportable segment. The consolidated financial statements reflect the financial results
of the Company's one reportable segment.

Recognition

 In
accordance with Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers, revenues are
recognized when control of the promised goods or services are transferred to the Company's customers, in an amount that reflects
the consideration that the Company expects to receive in exchange for those goods or services. The Company generates all of its revenue
from contracts with customers. The Company accounts for revenue on a gross basis, as compared to a net basis, on its statements of operations.
The Company has made this determination based on its control of the advertising inventory and the ability to monetize the advertising
inventory or publications before transfer to the customer and because it is also the primary obligor responsible for providing the services
to the customer. Cost of revenue is presented as a separate line item on the consolidated statements of operations.

 F- 11

 The
following is a description of the principal activities from which the Company generates revenue:

Advertising – The Company recognizes revenue from digital advertisements at the point when each ad is viewed. The quantity
of advertisements, the impression bid prices and revenue are reported on a real-time basis. The Company enters into contracts with advertising
networks to serve display or video advertisements on the digital media pages associated with its various channels. Although reported
advertising transactions are subject to adjustment by the advertising network partners, any such adjustments are known within a few days
of month end. The Company owes its independent Publisher Partners a revenue share of the advertising revenue earned, which is recorded
as service costs in the same period in which the associated advertising revenue is recognized.

revenue that is comprised of fees charged for the placement of advertising, on the Company's flagship website, TheStreet.com,
 is recognized as the advertising or sponsorship is displayed, if collection of the resulting receivable is reasonably assured.

 Print
Advertising – Advertising related revenues for print advertisements are recognized when advertisements are published (defined
as an issue's on-sale date), net of provisions for estimated rebates, rate adjustments, and discounts.

Subscriptions – The Company enters into contracts with internet users that subscribe to premium content on the owned and operated
media channels and facilitate such contracts between internet users and its Publisher Partners. These contracts provide internet users
with a membership subscription to access the premium content. The Company owes its independent Publisher Partners a revenue share of
the membership subscription revenue earned, which is initially deferred and recorded as deferred contract costs. The Company recognizes
deferred contract costs over the membership subscription term in the same pattern that the associated membership subscription revenue
is recognized.

revenue generated from the Company's flagship website TheStreet.com from institutional and retail customers is comprised
of subscriptions and license fees for access to securities investment information, stock market commentary, director and officer profiles,
relationship capital management services, and transactional information pertaining to mergers and acquisitions and other changes in the
corporate control environment. Subscriptions are charged to customers' credit cards or are directly billed to corporate subscribers,
and are generally billed in advance on a monthly, quarterly or annual basis. The Company calculates net subscription revenue by deducting
from gross revenue an estimate of potential refunds from cancelled subscriptions as well as chargebacks of disputed credit card charges.
Net subscription revenue is recognized ratably over the subscription periods. Unearned revenue relates to payments for subscription fees
for which revenue has not been recognized because services have not yet been provided.

 Print

 Print
revenue includes magazine subscriptions and single copy sales at newsstands.

 Print
Subscriptions – Revenue from magazine subscriptions is deferred and recognized proportionately as products are distributed
to subscribers.

 Newsstand
 – Single copy revenue is recognized on the publication's on-sale date, net of provisions for estimated returns. The Company
bases its estimates for returns on historical experience and current marketplace conditions.

 Licensing
and Syndication Revenue

 Content
licensing-based revenues and syndication revenues are accrued generally monthly or quarterly based on the specific mechanisms of each
contract. Generally, revenues are accrued based on estimated sales and adjusted as actual sales are reported by partners. These adjustments
are typically recorded within three months of the initial estimates and have not been material. Any minimum guarantees are typically
earned evenly over the fiscal year.

 F- 12

 Nature
of Performance Obligations

 At
contract inception, the Company assesses the obligations promised in its contracts with customers and identifies a performance obligation
for each promise to transfer a good or service or bundle that is distinct. To identify the performance obligations, the Company considers
all the promises in the contract, whether explicitly stated or implied based on customary business practices. For a contract that has
more than one performance obligation, the Company allocates the total contract consideration to each distinct performance obligation
on a relative standalone selling price basis. Revenue is recognized when, or as, the performance obligations are satisfied, and control
is transferred to the customer.

Advertising – The Company sells digital advertising inventory on its websites directly to advertisers or through advertising
agencies. The Company's performance obligations related to digital advertising are generally satisfied when the advertisement is
run on the Company's platform. The price for direct digital advertising is determined in contracts with the advertisers. Revenue
from the sale of direct digital advertising is recognized when the advertisements are delivered based on the contract. The customer is
invoiced the agreed-upon price in the month following the month that the advertisements are delivered with normal trade terms. The agreed
upon price is adjusted for estimated provisions for rebates, rate adjustments, and discounts. As part of the Company's customary
business practices, digital advertising contracts may include a guaranteed number of impressions and sales incentives to its customers
including volume discounts, rebates, value added impressions, etc. For all such contracts that include these types of variable consideration,
the Company estimates the variable consideration and factors in such an estimate when determining the transaction price.

 Print
Advertising – The Company provides advertisement placements in print media directly to advertisers or through advertising
agencies. The Company's performance obligations related to print advertising are satisfied when the magazine in which an advertisement
appears is published, which is defined as an issue's on-sale date. The customer is invoiced the agreed-upon price when the advertisements
are published under normal industry trade terms. The agreed upon price is adjusted for estimated provisions for rebates, rate adjustments,
and discounts. As part of the Company's customary business practices, print advertising contracts include guaranteed circulation
levels of magazines, referred to as rate base, and a number of sales incentives to its customers including volume discounts, rebates,
bonus pages, etc. For all such contracts that include these types of variable consideration, the Company estimates such when determining
the transaction price.

Subscriptions – The Company recognizes revenue from each membership subscription to access the premium content over time based
on a daily calculation of revenue during the reporting period, which is generally one year. Subscriber payments are initially recorded
as unearned revenue on the balance sheets. As the Company provides access to the premium content over the membership subscription term,
the Company recognizes revenue and proportionately reduces the unearned revenue balance.

 Print
Subscriptions – The Company sells magazines to consumers through subscriptions. Each copy of a magazine is determined to be
a distinct performance obligation that is satisfied when the publication is sent to the customer. The majority of the Company's
subscription sales are prepaid at the time of order. Subscriptions may be canceled at any time for a refund of the price paid for remaining
issues. As the contract may be canceled at any time for a full refund of the unserved copies, the contract term is determined to be on
an issue-to-issue basis as these contracts do not have substantive termination penalties. Revenues from subscriptions are deferred and
recognized proportionately as subscribers are served. Some magazine subscription offers contain more than one magazine title in a bundle.
The Company allocates the total contract consideration to each distinct performance obligation, or magazine title, based on a standalone-selling
price basis.

 Newsstand
 – The Company sells single copy magazines, or bundles of single copy magazines, to wholesalers for ultimate resale on newsstands
primarily at major retailers and grocery/drug stores, and in digital form on tablets and other electronic devices. Publications sold
to magazine wholesalers are sold with the right to receive credit from the Company for magazines returned to the wholesaler by retailers.
Revenue is recognized on the issue's on-sale date as the date aligns most closely with the date that control is transferred to
the customer. The Company bases its estimates for returns on historical experience and current marketplace conditions.

 F- 13

 Licensing
and Syndication – The Company has entered into various licensing and syndication agreements that provide third party
partners with the right to utilize the Company's content. Functional licenses in national media consist of content
licensing.

 Timing
of Satisfaction of Performance Obligations

 Point-in-Time
Performance Obligations – For performance obligations related to certain digital advertising space and sales of print advertisements,
the Company determines that the customer can direct the use of and obtain substantially all the benefits from the advertising products
as the digital impressions are served or on the issue's on-sale date. For performance obligations related to sales of magazines
through subscriptions, the customer obtains control when each magazine issue is mailed to the customer on or before the issue's
on-sale date. For sales of single copy magazines on newsstands, revenue is recognized on the issue's on-sale date as the date aligns
most closely with the date that control is transferred to the customer. Revenues from functional licenses and syndication arrangements
are recognized at a point-in-time when access to the completed content is granted to the partner.

 Over-Time
Performance Obligations – For performance obligations related to sales of certain digital advertising space, the Company
transfers control and recognizes revenue over time by measuring progress towards complete satisfaction using the most appropriate method.

 For
performance obligations related to digital advertising, the Company satisfies its performance obligations on some flat-fee digital advertising
placements over time using a time-elapsed output method.

 Determining
a measure of progress requires management to make judgments that affect the timing of revenue recognized. The Company has determined
that the above method provides a faithful depiction of the transfer of goods or services to the customer. For performance obligations
recognized using a time-elapsed output method, the Company's efforts are expended evenly throughout the period.

 Performance
obligations related to subscriptions to premium content on the digital media channels provides access for a given period of time, which
is generally one year. The Company recognizes revenue from each membership subscription over time based on a daily calculation of revenue
during the reporting period.

 Transaction
Price and Amounts Allocated to Performance Obligations

 Determining
the Transaction Price – Certain advertising contracts contain variable components of the transaction price, such as volume
discounts and rebates. The Company has sufficient historical data and has established processes to reliably estimate these variable components
of the transaction price.

revenue generated from the flagship website TheStreet.com is subject to estimation and variability due to the fact that, in the
normal course of business, subscribers may for various reasons contact the Company or their credit card companies to request a refund
or other adjustment for a previously purchased subscription. With respect to many of the Company's annual newsletter subscription
products, the Company offers the ability to receive a refund during the first 30 days but none thereafter. Accordingly, the Company maintains
a provision for estimated future revenue reductions resulting from expected refunds and chargebacks related to subscriptions for which
revenue was recognized in a prior period. The calculation of this provision is based upon historical trends and is reevaluated each quarter.

 The
Company typically does not offer any type of variable consideration in standard magazine subscription contracts. For these contracts,
the transaction price is fixed upon establishment of the contract that contains the final terms of the sale including description, quantity
and price of each subscription purchased. Therefore, the Company does not estimate variable consideration or perform a constraint analysis
for these contracts.

 A
right of return exists for newsstand contracts. The Company has sufficient historical data to estimate the final amount of returns and
reduces the transaction price at contract inception for the expected return reserve.

 There
is no variable consideration related to functional licenses.

 F- 14

 Estimating
Standalone-Selling Prices – For contracts that contain multiple performance obligations, the Company allocates the transaction
price to each performance obligation on a relative standalone-selling price basis. The standalone-selling price is the price at which
the Company would sell a promised good or service separately to the customer. In situations in which an obligation is bundled with other
obligations and the total amount of consideration does not reflect the sum of individual observable prices, the Company allocates the
discount to (1) a single obligation if the discount is attributable to that obligation or (2) prorates across all obligations if the
discount relates to the bundle. When standalone-selling price is not directly observable, the Company estimates and considers all the
information that is reasonably available to the Company, including market conditions, entity specific factors, customer information,
etc. The Company maximizes the use of observable inputs and applies estimation methods consistently in similar circumstances.

 Measuring
Obligations for Returns and Refunds – The Company accepts product returns in some cases. The Company establishes provisions
for estimated returns concurrently with the recognition of revenue. The provisions are established based upon consideration of a variety
of factors, including, among other things, recent and historical return rates for both specific products and distributors and the impact
of any new product releases and projected economic conditions.

 As
of December 31, 2023 and 2022, a subscription refund liability of $ 449 and $ 845, respectively, was recorded for the provision for the
estimated returns and refunds on the consolidated balance sheets.

 Contract
Modifications

 The
Company occasionally enters into amendments to previously executed contracts that constitute contract modifications. The Company assesses
each of these contract modifications to determine:

 if
 the additional services and goods are distinct from the services and goods in the original arrangement; and

 if
 the amount of consideration expected for the added services or goods reflects the stand-alone selling price of those services and
 goods.

 A
contract modification meeting both criteria is accounted for as a separate contract. A contract modification not meeting both criteria
is considered a change to the original contract and is accounted for on either a prospective basis as a termination of the existing contract
and the creation of a new contract, or a cumulative catch-up basis (further details are provided under the headings Contract Balances
 and Subscription Acquisition Costs).

 F- 15

 Disaggregation
of Revenue

 The
following table provides information about disaggregated revenue by category, geographical market and timing of revenue recognition:

of Disaggregation of Revenue

 2023

 2022

 2023

 2022

 Revenue by category:

 Digital revenue

 Digital advertising

 $
 135,376

 $
 109,317

 Digital subscriptions

 12,764

 21,156

 Licensing and syndication revenue

 18,482

 18,173

 Other digital revenue

 5,384

 1,166

 Total digital revenue

 172,006

 149,812

 Print revenue

 Print advertising

 9,881

 10,214

 Print subscriptions

 62,316

 60,909

 Total print revenue

 72,197

 71,123

 Total revenue

 $

 $

 Revenue by geographical market:

 United States

 $
 234,012

 $
 218,110

 Other

 10,191

 2,825

 Total revenue

 $

 $

 Revenue by timing of recognition:

 At point in time

 $
 231,439

 $
 199,779

 Over time

 12,764

 21,156

 Total revenue

 $

 $

 Cost
of Revenue

 Cost
of revenue represents the cost of providing the Company's digital media channels and advertising and membership services. The cost
of revenue that the Company has incurred in the periods presented primarily include: Publisher Partner guarantees and revenue share payments;
amortization of developed technology and platform development; royalty fees; hosting and bandwidth and software license fees; printing
and distribution costs; payroll and related expenses for customer support, technology maintenance; fees paid for data analytics and to
other outside service providers; and stock-based compensation of related personnel (as described in Note 22).

 F- 16

 Contract
Balances

 The
timing of the Company's performance under its various contracts often differs from the timing of the customer's payment,
which results in the recognition of a contract asset or a contract liability. A contract asset is recognized when a good or service is
transferred to a customer and the Company does not have the contractual right to bill for the related performance obligations. An asset
is recognized when certain costs incurred to obtain a contract meet the capitalization criteria (further details are provided under the
heading Subscription Acquisition Costs). A contract liability is recognized when consideration is received from the customer prior
to the transfer of goods or services.

 The
following table provides information about contract balances:

of Contract with Customer, Asset and Liability

 2023

 2022

 2023

 2022

 Unearned revenue (short-term contract liabilities):

 Digital revenue

 $
 14,397

 $
 18,571

 Print revenue

 45,389

 40,132

 Total short-term contract
 liabilities

 $
 59,786

 $
 58,703

 Unearned revenue (long-term contract liabilities):

 Digital revenue

 $

 $
 1,118

 Print revenue

 10,137

 18,583

 Total long-term contract
 liabilities

 $
 10,679

 $
 19,701

 Unearned
Revenue – Unearned revenue, also referred to as contract liabilities, include payments received in advance of performance under
the contracts and are recognized as revenue over time. The Company records contract liabilities as unearned revenue on the consolidated
balance sheets. Digital subscription and print subscription revenue of $ 68,985 was recognized during the year ended December 31, 2023
from unearned revenue at the beginning of the year.

January 2020, February 2020 and December 2021, the Company modified certain digital and print subscription contracts that prospectively
changed the frequency of the related issues (or magazines) required to be delivered on a yearly basis (the "Contract Modifications").
The Company determined that the remaining digital content and magazines to be delivered are distinct from the digital content or magazines
already provided under the original contract. As a result, the Company in effect established a new contract that included only the remaining
digital content or magazines. Accordingly, the Company allocated the remaining performance obligations in the contracts as consideration
from the original contract that has not yet been recognized as revenue. For the years ended December 31, 2023 and 2022, the Company recognized
revenue of $ 554 and $ 2,986, respectively, resulting from the Contract Modifications.

 Cash,
Cash Equivalents, and Restricted Cash

 The
Company maintains cash, cash equivalents, and restricted cash at banks where amounts on deposit may exceed the Federal Deposit Insurance
Corporation limit during the year. Cash and cash equivalents represent cash and highly liquid investments with an original contractual
maturity at the date of purchase of three months. As of December 31, 2023 and 2022, cash and cash equivalents consist primarily of checking,
savings deposits and money market accounts. These deposits exceeded federally insured limits. The Company has not experienced any losses
in such accounts and believes it is not exposed to significant credit risk regarding its cash and cash equivalents.

 The
following table reconciles total cash, cash equivalents, and restricted cash:

of Cash and Restricted Cash

 2023

 2022

 2023

 2022

 Cash and cash equivalents

 $
 9,284

 $
 13,871

 Restricted cash

 -

 Total cash, cash equivalents, and restricted cash

 $
 9,284

 $

 As
of December 31, 2023 and 2022, the Company had restricted cash of $ 0 and $ 502, which served as collateral for certain credit card merchant
accounts with a bank.

 F- 17

 Accounts
Receivable and Allowance for Doubtful Accounts

 The
Company receives payments from advertising customers based upon contractual payment terms; accounts receivable is recorded when the right
to consideration becomes unconditional and are generally collected within 90 days. The Company generally receives payments from digital
and print subscription customers at the time of sign up for each subscription; accounts receivable from merchant credit card processors
are recorded when the right to consideration becomes unconditional and are generally collected weekly. Accounts receivable have been
reduced by an allowance for doubtful accounts. The Company maintains the allowance for estimated losses resulting from the inability
of the Company's customers to make required payments. The allowance represents the current estimate of lifetime expected credit
losses over the remaining duration of existing accounts receivable considering current market conditions and supportable forecasts when
appropriate. The estimate is a result of the Company's ongoing evaluation of collectability, customer creditworthiness, historical
levels of credit losses, and future expectations. Accounts receivable are written off when deemed uncollectible and collection of the
receivable is no longer being actively pursued. Accounts receivable as of December 31, 2023 and 2022 of $ 44,811 and $ 33,950, respectively,
are presented net of allowance for doubtful accounts.

 The
following table summarizes the allowance for doubtful accounts activity:

of Allowance For Doubtful Accounts

 2023

 2022

 Years Ended of December 31,

 2023

 2022

 Allowance for doubtful accounts beginning of year

 $
 2,236

 $
 1,578

 Additions

 Deductions - write-offs

 ( 1,570
)

 -

 Allowance for doubtful accounts end of year

 $

 $
 2,236

Acquisition Costs

acquisition costs include the incremental costs of obtaining a contract with a customer, paid to external parties, if the Company
expects to recover those costs. The Company has determined that sales commissions paid on all third party agent sales of
subscriptions are direct and incremental costs of obtaining a contract with a customer and, therefore, meet the capitalization
criteria. The Company has elected to apply the practical expedient to amortize these costs at the portfolio level. The sales
commissions paid to third party agents are amortized as the magazines are sent to the subscriber on an issue-by-issue basis. The
Company determined that commissions paid for subscriber renewal contracts to all third party agents are not from a specifically
anticipated future contract, therefore, the commissions paid on renewals are amortized as the magazines are sent to the subscriber
over the renewal term on an issue-by-issue basis. Direct mail costs for renewal subscriptions are expensed as incurred since they do
not meet the capitalization criteria.

 Amortization
of subscription acquisition costs of $ 38,112 and $ 37,190 for the years ended December 31, 2023 and 2022, respectively, are included within
selling and marketing expenses on the consolidated statements of operations. No impairment losses have been recognized for subscription
acquisition costs for the years ended December 31, 2023 and 2022.

 The
Contract Modifications resulted in subscription acquisition costs to be recognized on a prospective basis in the same proportion as the
revenue that has not yet been recognized.

 The
current portion of the subscription acquisition costs as of December 31, 2023 and 2022 was $ 29,706 and $ 25,931, respectively. The noncurrent
portion of the subscription acquisition costs as of December 31, 2023 and 2022 was $ 7,215 and $ 14,133, respectively. Subscription acquisition
costs as of December 31, 2023 presented as current assets of $ 29,706 are expected to be amortized over a one-year period, or through
December 31, 2024, and presented as long-term assets of $ 7,215 are expected to be amortized after the one-year period ending December
31, 2024.

 F- 18

 Concentrations

Customers – Concentration of credit risk with respect to accounts receivable is limited to customers to whom the Company makes
significant sales. While a reserve for the potential write-off of accounts receivable is maintained, the Company has not written off
any material accounts to date. To control credit risk, the Company performs regular credit evaluations of its customers' financial
condition.

 Revenue from significant customers
as a percentage of the Company's total revenue represent approximately 10.0 % from a customer for the year ended December 31,
2023. Revenue from significant customers as a percentage of the Company's total revenue represent 13.9 %
from a customer for the year ended December 31, 2022.

Vendors – Concentrations of risk with respect to third party vendors who provide products and services to the Company are limited.
If not limited, such concentrations could impact profitability if a vendor failed to fulfill their obligations or if a significant vendor
was unable to renew an existing contract and the Company was not able to replace the related product or service at the same cost.

accounts payable balances as a percentage of the Company's total accounts payable represent 12.2 %, and 14.1 % from a vendor for
the years ended December 31, 2023, and 2022, respectively.

 Leases

 The
Company has lease arrangements for its offices. Leases are recorded as an operating lease right-of-use assets and
operating lease liabilities on the consolidated balance sheets. Leases with an initial term of 12 months or less are not recorded on
the consolidated balance sheets. At inception, the Company determines whether an arrangement that provides control over the use of an
asset is a lease. When it is reasonably certain that the Company will exercise the renewal period, the Company includes the impact of
the renewal in the lease term for purposes of determining total future lease payments. Rent expense is recognized on a straight-line
basis over the lease term.

 Property
and Equipment

 Property
and equipment is stated at cost less accumulated depreciation. Maintenance and repairs are charged to expense as incurred. Gains and
losses from disposition of property and equipment are included on the consolidated statements of operations when realized.
Depreciation and amortization are provided using the straight-line method over the following estimated useful lives:

of Depreciation and Amortization, Useful Lives of Assets

 Office equipment and computers

 – 3 years

 Furniture and fixtures

 – 5 years

Development

 The
Company capitalizes platform development costs for internal use when planning and design efforts are successfully completed, and development
is ready to commence. The Company places capitalized platform development assets into service and commences amortization when the applicable
project or asset is substantially complete and ready for its intended use. Once placed into service, the Company capitalizes qualifying
costs of specified upgrades or enhancements to capitalized platform development assets when the upgrade or enhancement will result in
new or additional functionality.

 The
Company capitalizes internal labor costs, including payroll-based and stock-based compensation, benefits and payroll taxes, that are
incurred for certain capitalized platform development projects related to the Platform. The Company's policy with respect to capitalized
internal labor stipulates that labor costs for employees working on eligible internal use capital projects are capitalized as part of
the historical cost of the project when the impact, as compared to expensing such labor costs, is material.

development costs are amortized on a straight-line basis over three years, which is the estimated useful life of the related asset and
is recorded in cost of revenue on the consolidated statements of operations.

 F- 19

Combinations

 The
Company accounts for business combinations using the acquisition method of accounting. The acquisition method of accounting requires
that the purchase price, including the fair value of contingent consideration, of the acquisition be allocated to the assets acquired
and liabilities assumed using the estimated fair values determined by management as of the acquisition date. Goodwill is measured as
the excess of consideration transferred and the net fair values of the assets acquired, and the liabilities assumed at the date of acquisition.
While the Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately value assets
acquired and liabilities assumed at the acquisition date, the Company's estimates are inherently uncertain and subject to refinement.
As a result, during the measurement period, the Company records adjustments to the assets acquired and liabilities assumed, with the
corresponding offset to goodwill to the extent the Company identifies adjustments to the preliminary purchase price allocation. Upon
the conclusion of the measurement period, which may be up to one year from the acquisition date, or final determination of the values
of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements
of operations. Additionally, the Company identifies acquisition-related contingent payments and determines their respective fair values
as of the acquisition date, which are recorded as accrued liabilities on the consolidated balance sheets. Subsequent changes in fair
value of contingent payments are recorded on the consolidated statements of operations. The Company expenses transaction costs related
to the acquisition as incurred.

Assets

assets with finite lives, consisting of developed technology and trade names, are amortized using the straight-line method over the estimated
economic lives of the assets. A finite lived intangible asset is tested for recoverability whenever events or changes in circumstances
indicate that its carrying amount may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future
cash flows resulting from the use of the asset and its eventual disposition. Intangible assets with an indefinite useful life are not
amortized.

 Long-Lived
Assets

 The
Company periodically evaluates the carrying value of long-lived assets to be held and used when events or circumstances warrant such
a review. The carrying value of a long-lived asset to be held and used is considered impaired when the anticipated separately identifiable
undiscounted cash flows from such an asset are less than the carrying value of the asset. In that event, a loss is recognized based on
the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily by reference
to the anticipated cash flows discounted at a rate commensurate with the risk involved.

represents the excess of the purchase price over the fair value of the net tangible and intangible assets of businesses acquired in a
business combination. Goodwill is not amortized but rather is tested for impairment at least annually on December 31, or more frequently
if events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. The Company operates as one
reporting unit, therefore, the impairment test is performed at the consolidated entity level. Recoverability of goodwill is determined
by comparing the fair value of Company's reporting unit to the carrying value of the underlying net assets in the reporting unit.
If the fair value of the reporting unit is determined to be less than the carrying value of its net assets, goodwill is deemed impaired,
and an impairment loss is recognized to the extent that the carrying value of goodwill exceeds the difference between the fair value
of the reporting unit and the fair value of its other assets and liabilities.

 Debt
Costs

 Debt
costs consist of cash and noncash consideration paid to lenders and third parties with respect to debt and other financing transactions,
including legal fees and placement fees. Such costs are deferred and amortized over the term of the related debt. Upon the settlement
of debt the pro rata portion of any related unamortized debt costs are charged to operations.

 F- 20

 Additional
consideration in the form of warrants and other derivative financial instruments issued to lenders are accounted for at fair value utilizing
information determined by consultants with the Company's independent valuation firm. The fair value of warrants and derivatives
are recorded as a reduction to the carrying amount of the related debt and amortized to interest expense over the term of such debt,
with the initial offsetting entries recorded as a liability on the balance sheet. Upon the settlement of the debt the pro rata portion
of any related unamortized debt cost is charged to operations.

 Liquidated
Damages

 The
Company incurred liquidated damages when: (i) a registration rights agreement provides for damages if the Company does not register the
shares of the Company's common stock within the requisite time frame (the "Registration Rights Damages"), which, in
general, provides for a cash payment equal to 1.0% per month of the amount invested, on a daily pro rata basis for any portion of a month,
as partial liquidated damages per month, upon the occurrence of certain events, up to a maximum amount of 6.0% of the aggregate amount
invested, subject to interest at the rate of 1.0% per month until paid in full; and (ii) a securities purchase agreement provides for
damages if the Company fails for any reason to satisfy a public information requirement within the requisite time frame with the Securities
and Exchange Commission ("SEC") (the "Public Information Failure Damages"), which, in general, provides for a
cash payment equal to 1.0% of the aggregate amount invested for each 30-day period, or pro rata portion thereof, as partial liquidated
damages per month, up to a maximum of 6 months, subject to interest at the rate of 1.0% per month until paid in full. Collectively, the
Registration Rights Damages and the Public Information Failure Damages are referred to as the "Liquidated Damages" on the
consolidated balance sheets.

 Selling
and Marketing

 Selling
and marketing expenses consist of compensation, employee benefits and stock-based compensation of selling and marketing, account management
support teams, as well as commissions, travel, trade show sponsorships and events, conferences and advertising costs. The Company's
advertising expenses relate to direct-mail costs for magazine subscription acquisition efforts, and print and digital advertising that
are expensed when an advertisement takes place. During the years ended December 31, 2023 and 2022, the Company incurred advertising expenses
of $ 4,372 and $ 5,987, respectively, which are included within selling and marketing on the consolidated statements of operations.

 General
and Administrative

 General
and administrative expenses consist primarily of payroll for executive personnel, technology personnel incurred in developing conceptual
formulation and determination of existence of needed technology, and administrative personnel along with any related payroll costs; professional
services, including accounting, legal and insurance; facilities costs; conferences; other general corporate expenses; and stock-based
compensation of related personnel.

 Derivative
Financial Instruments

 The
Company accounts for freestanding contracts that are settleable in the Company's equity securities, including the put option
on the Company's common stock, to be designated as an equity instrument, generally as a liability. A contract so
designated is carried at fair value on the consolidated balance sheets, with any changes in fair value recorded as a gain or loss
on the consolidated statements of operations, with no impact on cash flows.

 At
the date of settlement of a freestanding equity contract, the pro rata fair value of the related liability is transferred to additional
paid-in capital.

 F- 21

 Fair
Value of Financial Instruments

 The
authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques
used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed
in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair
value measurements, is also required.

 Level
1. Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability
to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities
and exchange-based derivatives.

 Level
2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly
observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed
income securities, non-exchange-based derivatives, mutual funds, and fair-value hedges.

 Level
3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity
to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently traded non-exchange-based
derivatives and commingled investment funds and are measured using present value pricing models.

 The
Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the
lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company
performs an analysis of the assets and liabilities at each reporting period end.

 The
carrying amount of the Company's financial instruments comprising of cash, restricted cash, accounts receivable, accounts payable
and accrued expenses and other approximate fair value because of the short-term maturity of these instruments.

 Preferred
Stock

 Preferred
stock (the "Preferred Stock") (as described in Note 20) is reported as a mezzanine obligation between liabilities and stockholders'
deficiency. If it becomes probable that the Preferred Stock will become redeemable, the Company will re-measure the Preferred Stock by
adjusting the carrying value to the redemption value of the Preferred Stock assuming each balance sheet date is a redemption date.

 Stock-Based
Compensation

 The
Company provides stock-based compensation in the form of (a) stock awards to employees and directors, comprised of restricted stock awards
and restricted stock units, (b) stock option grants to employees, directors and consultants, (c) common stock warrants to Publisher Partners
(no warrants were issued during the year ended December 31, 2022) (further details are provided under the headings Publisher Partner
Warrants and New Publisher Partner Warrants in Note 22), and (d) common stock warrants to ABG (further details are provided
under the heading ABG Warrants in Note 22).

 The
Company accounts for stock awards and stock option grants to employees, directors and consultants, and non-employee awards to certain
directors and consultants by measuring the cost of services received in exchange for the stock-based payments as compensation expense
in the Company's consolidated financial statements. Stock awards and stock option grants to employees and non-employees which are
time-vested, are measured at fair value on the grant date, and charged to operations ratably over the vesting period. Stock awards and
stock option grants to employees and non-employees which are performance-vested, are measured at fair value on the grant date and charged
to operations when the performance condition is satisfied or over the service period.

 F- 22

 The
fair value measurement of stock awards and grants used for stock-based compensation is as follows: (1) restricted stock awards and restricted
stock units which are time-vested, are determined using the quoted market price of the Company's common stock at the grant date;
(2) stock option grants which are time-vested and performance-vested, are determined utilizing the Black-Scholes option-pricing model
at the grant date; (3) restricted stock units and stock option grants which provide for market-based vesting with a time-vesting overlay,
are determined through consultants with the Company's independent valuation firm using the Monte Carlo model at the grant date;
(4) Publisher Partner Warrants were determined utilizing the Black-Scholes option-pricing model; and (5) ABG warrants are determined
utilizing the Monte Carlo model (further details are provided in Note 22). Estimated volatility was determined under the (1) "Probability
Weighted Scenarios" (prior to the reverse stock split on February 8, 2022) where one scenario assumes that the Company's
common stock will be up-listed on a national stock exchange (the "Exchange") on a certain listing date (the "Up-list")
where the estimated volatility was based on evaluating the average historical volatility of a group of peer companies that are publicly
traded and the second scenario assumes that the Company's common stock is not up-listed on the Exchange prior to the final vesting
date of the grants (the "No Up-list") where the historical volatility of the Company's common stock was evaluated based
upon market comparisons; and the (2) "Up-list Scenario" (after the reverse stock split on February 8, 2022) where the Company
estimated volatility based on evaluating the average historical volatility of a group of peer companies that are publicly traded after
the Company up-listed to the NYSE American. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time
of grant. The fair market value of common stock is determined by reference to the quoted market price of the Company's common stock.

 The
Company has elected to recognize forfeitures as they occur and to recognize stock-based compensation cost on a straight-line basis over
the total requisite service period for awards with graded vesting. The Company classifies stock-based compensation cost on its consolidated
statements of operations in the same manner in which the award recipient's cash compensation cost is classified.

 Income
Taxes

 The
Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future
tax consequences attributable to operating loss carryforwards and temporary differences between financial statement bases of existing
assets and liabilities and their respective income tax bases. Deferred tax assets and liabilities are measured using enacted income 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 of a change in the income tax rates on deferred tax asset and liability balances is recognized in income in the period that
includes the enactment date of such rate change. A valuation allowance is recorded for loss carryforwards and other deferred tax assets
when it is determined that it is more likely than not that such loss carryforwards and deferred tax assets will not be realized.

 The
Company follows accounting guidance that sets forth a threshold for financial statement recognition, measurement, and disclosure of a
tax position taken or expected to be taken on a tax return. Such guidance requires the Company to determine whether a tax position of
the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any
related appeals or litigation processes, based on technical merits of the position.

 Loss
per Common Share

 Basic
loss per share is computed using the weighted average number of common shares outstanding during the period and excludes any dilutive
effects of common stock equivalent shares, such as stock options, restricted stock, and warrants. All restricted stock awards are considered
outstanding but are included in the computation of basic loss per common share only when the restrictions expire, the shares are no longer
forfeitable, and are thus vested. Restricted stock units are included in the computation of basic loss per common share only when the
restrictions expire, the shares are no longer forfeitable, and are thus vested. Contingently issuable shares are included in basic loss
per common share only when there are no circumstances under which those shares would not be issued. Diluted loss per common share is
computed using the weighted average number of common shares outstanding and common stock equivalent shares outstanding during the period
using the treasury stock method.

 F- 23

 The
Company excluded the outstanding securities summarized below (capitalized terms are described herein), which entitle the holders thereof
to acquire shares of the Company's common stock, from its calculation of net loss per common share, as their effect would have
been anti-dilutive. Common stock equivalent shares are excluded from the diluted calculations when a net loss is incurred as they would
be anti-dilutive.

 Schedule of Net Income (Loss) Per Common Share

 2023

 2022

 Series G Preferred Stock

 8,582

 8,582

 Series H Preferred Stock

 -

 1,981,128

 Financing Warrants

 -

 107,956

 ABG Warrants

 999,540

 999,540

 AllHipHop Warrants

 5,682

 5,682

 Publisher Partner Warrants

 9,800

 4,154

 Restricted stock awards

 -

 97,403

 Restricted stock units

 199,267

 994,766

 Common stock options

 5,451,968

 6,199,521

 Total

 6,674,839

 10,398,732

 Recent
Accounting Pronouncements

 Recently
Adopted Accounting Standards

 In
March 2022, the Financial Accounting Standards Board (the "FASB") issued ASU 2022-02, Financial Instruments-Credit Losses(Topic
326): Troubled Debt Restructurings and Vintage Disclosures, addressing areas identified by the FASB as part of its post-implementation
review of its previously issued credit losses standard (ASU 2016-13) that introduced the current expected credit losses (CECL) model.
ASU 2022-02 eliminates the accounting guidance for troubled debt restructurings by creditors that have adopted the CECL model and enhances
disclosure requirements for certain loan refinancings and restructurings made with borrowers experiencing financial difficulty. This
update requires an entity to disclose current-period gross write-offs for financing receivables and net investment in leases by year
of origination in the vintage disclosures. As the Company has already adopted ASU 2016-13, the new guidance was adopted on January 1,
2023. The adoption of ASU 2022-02 did not have a material impact on the Company's consolidated financial statements.

 Recently
Issued Accounting Standards

 In
June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to
Contractual Sale Restrictions, which clarifies that a contractual restriction on the sale of an equity security is not considered
part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. This update also clarifies
that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction and requires certain disclosures
for equity securities subject to contractual sale restrictions. ASU 2022-03 is effective for the Company in the fiscal year beginning
after December 15, 2023, and interim periods within the fiscal year. Early adoption is permitted for both interim and annual financial
statements that have not yet been issued or made available for issuance. The Company is currently evaluating the impact that the adoption
of this new accounting standard will have on its consolidated financial statements.

 In
October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure
Update and Simplification Initiative, which incorporates certain SEC disclosure requirements into the FASB Accounting Standards Codification
("Codification"). The amendments are expected to clarify or improve disclosure and presentation requirements of a variety
of Codification Topics, allow users to more easily compare entities subject to the SEC's existing disclosures with those entities
that were not previously subject to the requirements, and align the requirements in the Codification with the SEC's regulations.
ASU 2023-06 will become effective for each amendment on the effective date of the SEC's corresponding disclosure rule changes.
The Company is currently evaluating the impact that the adoption of this new standard will have on its consolidated financial statements.

 In
December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which will require
the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for
reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid
disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. The provisions
of ASU 2023-09 are effective for annual periods beginning after December 15, 2024; early adoption is permitted using either a prospective
or retrospective transition method. The Company expects ASU 2023-09 to require additional disclosures in the notes to its consolidated
financial statements.

 F- 24

 Management
does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material
impact on the Company's financial statement presentation or disclosures.

 3. Discontinued Operations

 The
Company, upon Board approval on September 15, 2022, discontinued (i.e., the "discontinued operations") the Parade print business
("Parade Print") that was acquired on April 1, 2022 (as part of the Parade acquisition, as further described below in Note
4), on November 13, 2022 (the last date of any obligation to deliver issues of Parade Print).

 The
table below sets forth the loss from discontinued operations for the period from April 1, 2022 to December 31, 2022:

of Discontinued Operations

 $
 26,817

 23,015

 Gross profit

 3,802

 Operating expense

 5,396

 1,722

 Loss on impairment of assets

 Total operating expenses

 7,327

 Loss from discontinued operations

 ( 3,525
)

 Income tax benefit

 Net loss from discontinued operations

 $
 ( 3,470
)

 The
discontinued operations of Parade Print also included Relish and Spry Living print products that were acquired as part of the Parade
acquisition. Further information is provided under the heading Supplemental Pro Forma Information in Note 4.

the year ended December 31, 2022, the Company recorded depreciation and amortization of $ 0; and operating and investing noncash items
of $ 209 and $ 0, respectively, as part of the discontinued operations.

 4. Acquisitions and Dispositions

 The
Company uses the acquisition method of accounting, which is based on ASC, Business Combinations (Topic 805), and uses the fair
value concepts which requires, among other things, that most assets acquired, and liabilities assumed be recognized at their fair values
as of the acquisition date.

 2023
Acquisition

 Teneology,
Inc. – On January 11, 2023, the Company entered into an asset purchase agreement with Teneology, Inc., ("Teneology")
pursuant to which it acquired certain assets (consisting of the RoadFood media business, including digital and television assets; the
Moveable Feast media business, including digital and television assets; the Fexy-branded content studio business; and the MonkeySee YouTube
Channel media business, collectively "Fexy Studios"), for a purchase price of $ 3,307. The purchase price consisted of the
following: (1) $ 500 cash paid at closing (including an advance payment of $ 250 prior to closing); (2) $ 75 deferred cash payments due
in three equal installments of $ 25 on March 1, 2023 (paid), April 1, 2023 (paid) and May 1, 2023 (paid); (3) $ 200 deferred cash payment
due on the first anniversary of the closing date, subject to certain indemnity provisions (not paid in January 2024, further details
are provided under the heading Fexy Put Option in Note 28); and (4) the issuance of 274,692 shares of the Company's common
stock, subject to certain lock-up provisions, with a fair value of $ 2,000 on the transaction closing date (fair value was determined
based on an independent appraisal); and which is subject to a put option under certain conditions (the "contingent consideration")
(as further described below in Note 17). The number of shares of the Company's common stock issued was determined based on a $ 2,225
value using the common stock trading price on the day immediately preceding the January 11, 2023 closing date (on the closing date the
common stock trading price was $ 7.94 per share). The agreement also provided for a cash retention pool for certain employees of $ 300,
subject to vesting over three years upon continued employment and other conditions.

 F- 25

 The
composition of the purchase price is as follows:

of Composition Preliminary Assets Purchase Price

 Cash

 $

 Common stock

 2,000

 Contingent consideration

 Deferred cash payments, as discounted

 Total purchase consideration

 $
 3,307

 The
Company accounted for the asset acquisition as a business combination in accordance with ASC 805 since the acquisition met the definition
of a business under the applicable guidance.

 The
Company incurred $ 99 in transaction costs related to the acquisition, which primarily consisted of legal and accounting expenses. The
acquisition-related expenses were recorded in general and administrative expenses on the consolidated statements of operations.

 The
purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed at the closing
date of the acquisition based upon their respective fair values as summarized below:

of Preliminary Assets Purchase Price Allocation

 Advertiser relationships

 $

 Brand names

 1,985

 Net assets acquired

 $
 3,307

 The
Company utilized an independent appraisal firm to assist in the determination of the fair values of the assets acquired and
liabilities assumed, which required certain significant management assumptions and estimates. The fair value of the advertiser relationships
were valued using the excess earnings method of the income approach and the brand names were valued using the relief-from-royalty method
of the income approach. The estimated useful life is fifteen years ( 15.0 years) for the advertiser relationships and twelve years ( 12.0
years) for the brand names.

 The
excess-of purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents goodwill from
the acquisition. Goodwill is recorded as a non-current asset that is not amortized but is subject to an annual review for impairment.
The Company expects $ 1,678 of goodwill to be deductible for tax purposes.

 Supplemental
Pro Forma Information

 The
pro forma disclosures have been deemed impracticable for this acquisition since after making reasonable efforts the Company is unable
to accept assumptions made by Teneology. The Company has determined, based on the information provided by Teneology and made available
to the Company, that the earnings from the prior periods could not be verified since the acquisition only included certain activities
of Teneology and financial statements were not available. In this regard, the Company: (1) made reasonable effort to obtain certain financial
results of the certain activities but Teneology was unable to comply with this request; and (2) the presentation of the pro forma results
and the assumptions made by Teneology management were unable to be independently substantiated.

 F- 26

 2023
Disposition

 On
November 17, 2023, the Company sold certain assets related to one of Parade's business components known as Athlon Outdoors for
cash proceeds of $ 1,061 ($ 1,000 sale price (with a target working capital of $ 272) plus a preliminary working capital adjustment of $ 61),
as further reduced by a final working capital adjustment of $ 153, as reflected in accrued expenses and other on the consolidated balance
sheets, resulting in a final sale price of $ 908. In connection with the sale, the Company disposed of certain advertiser relationships
and trade name relating to that business component with a carrying value of $ 639 and $ 172, respectively, along with the accounts receivable
and accounts payable of the business component of $ 453 and $ 31, respectively, resulting in a recognized loss on sale of assets of $ 325
as reflected on the consolidated statements of operations.

 2022
Acquisitions

 Athlon
Holdings, Inc. - On April 1, 2022, the Company acquired 100 % of the issued and outstanding capital stock of Athlon Holdings, Inc.
(or Parade), a Tennessee corporation, for a purchase price of $ 15,854, as adjusted for the working capital adjustment as of the closing
date of the transaction. The working capital adjustment is pending acceptance by the sellers (further details are provided in Note 27).
As a part of the closing consideration, the Company also acquired cash of $ 1,840, that was further adjusted post-closing for the working
capital adjustment. The purchase price of $ 15,854, as discounted, is comprised of (i) a cash portion of $ 12,827, with $ 11,840 paid at
closing and $ 987 estimated to be paid post-closing (as further described below) and (ii) the issuance of 314,103 shares of the Company's
common stock with a fair market value of $ 3,141. The number of shares of the Company's common stock issued was determined based
on a $ 3,000 value using the common stock trading price for the 10 trading days preceding the April 1, 2022 closing date. Certain of Parade's
key employees entered into either advisory agreements or employment agreements with the Company. Parade operates in the United States.

 The
amount estimated to be paid post-closing of $987 will be or was paid as follows: (i) $742 is expected to be paid upon receipts of certain
tax refunds due to the sellers (consisting of $3,000 for the deferred cash payments, as discounted, less a $2,258 cash adjustment); and
(ii) $245 was paid within two business days from the date the Company received proceeds from the sale of the equity interest in Just
Like Falling Off a Bike, LLC that was held by Parade as of the closing date (paid on April 7, 2022).

 The
Company received a final valuation report from a third party valuation firm after the preliminary purchase price was adjusted during
the quarterly period ended September 30, 2022. After considering the results of the final valuation report, the Company estimated
that the purchase consideration decreased by $321. The decrease in the purchase price was related to an increase in identifiable
assets of $54, an increase in deferred tax liabilities of $27, with a decrease in the working capital adjustment of $321, resulting
in a decrease in goodwill of $348.

 The
composition of the purchase price is as follows:

of Composition of Purchase Price

 Cash

 $
 12,085

 Common stock

 3,141

 Deferred cash payments, as discounted

 Total purchase consideration

 $
 15,854

 The
Company incurred $ 200 in transaction costs related to the acquisition, which primarily consisted of legal and accounting expenses. The
acquisition-related expenses were recorded within general and administrative expense on the consolidated statements of operations.

 F- 27

 The
purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed at the closing
date of the acquisition based upon their respective fair values as summarized below:

of Purchase Price Allocation

 Cash

 $
 2,604

 Accounts receivable

 10,855

 Other current assets

 1,337

 Equity investment

 2,450

 Fixed assets

 Digital content

 Advertiser relationships

 6,202

 Trade names

 2,261

 2,587

 Accounts payable

 ( 7,416
)

 Accrued expenses and other

 ( 2,440
)

 ( 1,203
)

 Other long-term liabilities

 ( 543
)

 Deferred tax liabilities

 ( 1,303
)

 Net assets acquired

 $
 15,854

 The
Company utilized an independent appraisal firm to assist in the determination of the fair values of the assets acquired and liabilities
assumed, which required certain significant management assumptions and estimates. The fair value of the digital content was determined
using a cost approach. The fair values of the advertiser relationships were determined by projecting the acquired entity's cash
flows, deducting notional contributory asset charges on supporting assets (working capital, tangible assets, trade names, and the assembled
workforce) to compute the excess cash flows associated with the advertiser relationships. The fair values of the trade names were determined
by projecting revenue associated with each trade name and applying a royalty rate to compute the amount of the royalty payments the company
is relieved from paying due to its ownership of the trade names. The estimated weighted average useful life is two years ( 2.00 years)
for digital content, eight point seventy-five years ( 8.75 years) for advertiser relationships, and fourteen point five years ( 14.50 years)
for trade names.

 The
excess purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents goodwill from the
acquisition. Goodwill is recorded as a non-current asset that is not amortized but is subject to an annual review for impairment. No
portion of the goodwill related to the acquisition will be deductible for tax purposes.

 Supplemental
Pro Forma Information

 The
following table summarizes the results of continuing operations of the Parade acquisition from the acquisition date included in the consolidated
results of continuing operations and the unaudited pro forma results of continuing operations of the combined entity had the date of
the acquisition been January 1, 2022:

of Supplemental Proforma Information

 Year Ended

 December 31, 2022

 Parade continuing operations from acquisition date of April 1, 2022 (unaudited):

 $
 40,071

 ( 2,494
)

 Combined entity continuing operations supplemental pro forma information had the acquisition date been January 1, 2022 (unaudited):

 Revenue:

 Parade

 $
 55,981

 Arena

 207,681

 Total continuing operations supplemental pro forma revenue

 $
 263,662

 Net loss:

 Parade

 $
 ( 3,070
)

 Arena

 ( 67,788
)

 Adjustments

 ( 1,940
)

 Total continuing operations supplemental pro forma net loss

 $
 ( 72,798
)

 The
information presented above is for illustrative purposes only and is not necessarily indicative of results that would have been achieved
if the acquisition had occurred at the beginning of the Company's reporting period and does not reflect the discontinued operations
of Parade Print that was acquired on April 1, 2022 (as part of the Parade acquisition).

 The
adjustments for the year ended December 31, 2022 of ($1,940), represents adjustments: (1) to record depreciation and amortization expense
related to the fixed and intangible assets acquired from the acquisition of ($864); (2) to reverse the nonrecurring transaction cost
related to the acquisition of $200; and (3) to reverse the deferred tax benefit related to the acquisition of ($1,276).

 Buffalo
Groupe, LLC – On September 27, 2022, the Company entered into an asset purchase agreement with Buffalo Groupe, LLC, doing business
as Morning Read, where it purchased certain intellectual properties, certain assumed contracts, and other certain rights related to the
intellectual properties (collectively, the "Morning Read Purchased Assets") and assumed certain liabilities related to the
Morning Read Purchased Assets. The purchase consideration consisted of a cash payment of $ 850 at closing.

 The
Company accounted for the acquisition as an asset acquisition in accordance with ASC 805-50, as substantially all of the fair value of
the gross assets acquired by the Company is concentrated in a group of similar identifiable assets.

 F- 28

 The
purchase consideration totaled $ 850, which was assigned to the brand name acquired on the closing date of the acquisition. The useful
life for the brand name is ten years ( 10.0 years).

 A360
Media, LLC – On December 15, 2022 (the closing date), pursuant to an asset purchase agreement entered into December 7, 2022,
the Company acquired certain assets and liabilities from Weider Publications, a subsidiary of A360 Media, LLC (or Men's Journal)
related to the digital media operations of Men's Journal and other men's active lifestyle brands. The Company paid $ 25,000
in cash for the acquisition consisting of: (i) $ 23,000 paid at closing; (ii) $ 1,000 deposited into an escrow account to be released in
accordance with the terms of the agreement, subject to adjustments for any indemnification payments; and (iii) $ 1,000 paid in November
2022. The Company also assumed certain liabilities consisting of: (i) $ 2,676 an assumed lease obligation, as discounted (representing
$ 3,189 in deferred payments over twenty-seven months (27) for the assumption of a lease obligation); and (ii) $ 4,078 in deferred revenue
obligations to deliver certain publications to the subscribers of Men's Journal ($ 3,941 in unearned revenue after consideration
of an estimated subscription refund liability of $ 137). In accordance with the practical expedients under ASU 2021-08, the Company has
elected to apply (i) the practical expedient to the modification of the subscriber contracts at the acquisition date to determine the
performance obligations and transaction price; and (ii) to use the estimated selling price of a subscriber contract as the standalone
selling price of the replacement magazine based on the number of magazines expected to be delivered to the Men's Journal subscribers
to satisfy the performance obligations. The agreement contains customary representations, warranties and covenants. Men's Journal
operates in the United States.

 The
Company accounted for the asset acquisition as a business combination in accordance with ASC 805 since the acquisition met the definition
of a business under the applicable guidance.

 The
Company incurred $ 283 in transaction costs related to the acquisition, which primarily consisted of legal and accounting expenses. The
acquisition-related expenses were recorded within general and administrative expense on the consolidated statements of operations.

 In
connection with the acquisition of Men's Journal, the Company received a final valuation report during the quarterly period
ended September 30, 2023 from a third party valuation firm after the preliminary purchase price was determined. After considering
the results of the final valuation report, the Company estimated that the purchase consideration increased by $ 1,246
as a result of an increase in the fair value of the assumed lease obligation with an offset recorded to goodwill (see Note
11).

 The
purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed at the closing
date of the acquisition based upon their respective fair values as summarized below:

of Preliminary Price Allocation

 Lease deposit receivable

 $

 Advertiser relationships

 6,860

 Brand names

 6,090

 18,384

 ( 3,941
)

 Subscription refund liability

 ( 137
)

 Assumed lease obligation

 ( 2,676
)

 Net assets acquired

 $
 25,000

 The
Company utilized an independent appraisal firm to assist in the determination of the fair values of the assets acquired and liabilities
assumed, which required certain significant management assumptions and estimates. The fair value of the advertiser relationships were
determined by applying the multi-period earnings method of the income approach and the fair values of the brand names were determined
by applying the relief-from-royalty method. The estimated weighted average useful life is twelve and one-half years ( 12.5 years) for
the advertiser relationships and eleven years ( 11.0 years) for the brand names.

 The
excess-of purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents goodwill from
the acquisition. Goodwill is recorded as a non-current asset that is not amortized but is subject to an annual review for impairment.
The Company expects $ 12,299 of goodwill to be deductible for tax purposes.

 Supplemental
Pro Forma Information

 The
pro forma disclosures have been deemed impracticable for this acquisition since after making reasonable efforts the Company is unable
to accept assumptions made by Men's Journal. The Company has determined, based on the information provided by Men's Journal
and made available to the Company, that the earnings from the prior periods could not be verified since the acquisition only included
certain activities of Men's Journal and financial statements were not available. In this regard, the Company: (1) made reasonable
effort to obtain certain financial results of the certain activities but Men's Journal was unable to apply the requirement; and
(2) the presentation of the pro forma results and the assumptions made by management were unable be independently substantiated.

 F- 29

 5. Prepayments and Other Current Assets

 Prepayments
and other current assets are summarized as follows:

of Prepayments and Other Current Assets

 2023

 2022

 2023

 2022

 Prepaid expenses

 $
 2,946

 $
 2,321

 Prepaid supplies

 Refundable income and franchise taxes

 Unamortized debt costs

 Employee retention credits

 2,468

 -

 Other receivables

 Total prepayments and other current assets

 $
 6,598

 $
 4,441

 Under
the provisions of the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") and the subsequent extensions
of the CARES Act, the Company was eligible for a refundable employee retention credit subject to certain criteria. The Company determined
that it qualifies for the tax credit under the CARES Act. In connection with the CARES Act, the Company adopted a policy to recognize
the employee retention credit when earned and to offset the credit against the related expenditure. During the year ended December 31,
2023, the Company recorded the employee retention credits as a reduction to payroll and related expenses of $ 6,868 in operating expenses
on the consolidated statements of operations with a corresponding receivable included in prepaid expenses and other current assets on
the consolidated balance sheets for the respective periods. During the year ended December 31, 2023, the Company received $ 4,400 in employee
retention credits and has a receivable balance remaining of $ 2,468 as of December 31, 2023.

 6. Property and Equipment

 Property
and equipment are summarized as follows:

of Property and Equipment

 2023

 2022

 2023

 2022

 Office equipment and computers

 $
 1,744

 $
 1,744

 Furniture and fixtures

 Gross property and equipment

 1,910

 1,984

 Less accumulated depreciation and amortization

 ( 1,582
)

 ( 1,249
)

 Net property and equipment

 $

 $

 Depreciation
and amortization expense for the years ended December 31, 2023 and 2022 was $ 352 and $ 539, respectively. Impairment charges for property
and equipment for the years ended December 31, 2023 and 2022 of $ 55 and $ 0, respectively, have been recorded on the consolidated statements
of operations.

 7. Leases

 The
Company's real estate lease for the use of office space was subleased during the year ended December 31, 2023. The Company determines
whether an arrangement contains a lease at inception. Lease assets and liabilities are recognized upon commencement of the lease based
on the present value of the future minimum lease payments over the lease term. The lease term includes options to extend the lease when
it is reasonably certain that the Company will exercise that option.

 The Company's current operating lease
has a remaining fixed payment term of 0.75 years.

 F- 30

 The
table below presents supplemental information related to the operating lease:

of Supplemental Information Related to Operating Leases

 2023

 2022

 Operating lease costs during the year (1)

 $
 1,052

 $

 Cash payments included in the measurement of operating lease liability during the year

 Weighted-average remaining lease term (in years) as of year-end

 0.75

 1.75

 Weighted-average discount rate during the year

 9.90
 %

 9.90
 %

 (1)
 Operating lease
costs is presented net of sublease income that is not material.

 The
Company generally utilizes its incremental borrowing rate based on information available at the commencement of the lease in determining
the present value of future payments since the implicit rate for the Company's lease is not readily determinable.

 Variable
lease expense includes rental increases that are not fixed, such as those based on amounts paid to the lessor based on cost or consumption,
such as maintenance and utilities.

 The
components of operating lease costs were follows:

of Operating Lease Costs

 2023

 2022

 2023

 2022

 Operating lease costs:

 1,344

 1,187

 Total operating costs ( 1)

 1,344

 1,187

 Less sublease income

 ( 292
)

 ( 218
)

 Total operating lease costs

 $
 1,052

 $

 (1)
 Includes certain
costs associated with a business membership agreement (see below) that permits access to certain office space for the years ended December
31, 2023 and 2022 of $ 620 and $ 668, respectively, and month-to-month lease arrangements for the years ended December 31, 2023 and 2022
of $ 396 and $ 320, respectively.

 Maturities
of the operating lease liability as of December 31, 2023 are summarized as follows:

of Maturity of Lease Liabilities

 Minimum lease payments - 2024

 $

 Less imputed interest

 ( 15
)

 Present value of operating lease liability

 $

 Current portion of operating lease liability

 $

 Long-term portion of operating lease liability

 -

 Total operating lease liability

 $

 Sublease
Agreement – The Company has entered into agreements to sublease certain space that it does not occupy, through the duration
of the lease terms, with one sublease through September 2024 and two other subleases through March 2024. As of December 31, 2023, the
Company is entitled to receive total sublease income of $ 537.

Membership – Effective October 1, 2021, the Company entered into a business membership agreement with York Factory LLC, doing
business as SaksWorks, that permits access to certain office space with furnishings, referred to as SaksWorks Memberships. This membership
provides a certain number of accounts that equate to the use of the space granted. Effective June 1, 2022, the SaksWorks membership agreement
was amended and assigned to Convene SW MSA Holdings, LLC ("Convene"). The initial term of the agreement with Convene was
through December 31, 2023, with provisions for renewals. The Company terminated the arrangement effective December 31, 2023.

 F- 31

 Lease
Termination – Effective September 30, 2021, the Company terminated a certain lease arrangement for office space. In connection
with the termination, the Company agreed to pay the landlord cash of $ 10,000 (the "Cash Payments") and $ 1,475 in market rate
advertising. The Cash Payments were paid or remain due as follows: $ 1,000 paid in December 2021; $ 1,000 paid in October 2022; $ 4,000
paid in October 2023; and $ 4,000 due on October 1, 2024, with imputed interest recognized at 10.0 % per annum, and the market advertising
of $ 615 has been delivered during the year ended December 31, 2023, leaving $ 860 to be delivered as of December 31, 2023, with the current amount due, net of imputed interest, reflected in accrued expenses and other on the consolidated
balance sheets.

 8. Platform Development

development costs are summarized as follows:

of Platform Development Costs

 2023

 2022

 2023

 2022

 Platform development

 $
 26,054

 $
 21,493

 Less accumulated amortization

 ( 17,331
)

 ( 11,163
)

 Net platform development

 $
 8,723

 $
 10,330

 A
summary of platform development activity is as follows:

of Platform Development Cost Activity

 2023

 2022

 Platform development beginning of year

 $
 21,493

 $
 21,997

 Payroll-based costs capitalized

 3,773

 5,179

 Less dispositions

 ( 164
)

 ( 7,357
)

 Total capitalized payroll-based costs

 25,102

 19,819

 1,016

 1,884

 Impairments

 ( 64
)

 ( 210
)

 Platform development end of year

 $
 26,054

 $
 21,493

 Amortization
expense for platform development for the year ended December 31, 2023 and 2022 was $ 6,332 and $ 5,822, respectively. Amortization expense
for platform development is included in cost of revenue on the consolidated statements of operations. Impairment charges for platform
development for the years ended December 31, 2023 and 2022 of $ 64 and $ 210, respectively, have been recorded on the consolidated statements
of operations.

 9. Intangible Assets

assets subject to amortization consisted of the following:

of Intangible Assets Subject to Amortization

 As of December 31, 2022

 Useful

 Life (in

 years)

 Accumulated

 Amortization

 Net

 Accumulated

 Amortization

 Net

 Developed technology

 4.70

 $
 17,333

 $
 ( 17,333
)

 $
 -

 $
 17,333

 $
 ( 14,883
)

 $
 2,450

 Trade name

 16.10

 5,181

 ( 1,547
)

 3,634

 5,380

 ( 1,180
)

 4,200

 Brand name

 9.70

 12,774

 ( 2,374
)

 10,400

 12,115

 ( 908
)

 11,207

 Subscriber relationships

 5.10

 73,459

 ( 61,654
)

 11,805

 73,459

 ( 47,146
)

 26,313

 Advertiser relationships

 10.20

 15,182

 ( 2,832
)

 12,350

 15,302

 ( 1,368
)

 13,934

 Database

 3.00

 2,397

 ( 2,171
)

 2,397

 ( 1,753
)

 Digital content

 2.00

 ( 311
)

 ( 133
)

 Total intangible assets

 $
 126,681

 $
 ( 88,222
)

 $
 38,459

 $
 126,341

 $
 ( 67,371
)

 $
 58,970

 F- 32

assets subject to amortization were recorded as part of the Company's business acquisitions. Amortization expense for the years
ended December 31, 2023 and 2022 was $ 21,022 and $ 20,748, respectively, of which amortization expense for developed technology of $ 2,130
and $ 2,831, respectively, is included in cost of revenue on the consolidated statements of operations. No impairment charges
for the year ended December 31, 2023 was recorded for the intangible assets. Impairment charges for the year ended December 31, 2022
of $ 47 were recorded for the intangible assets on the consolidated statements of operations.

 Estimated
total amortization expense for the next five years and thereafter related to the Company's intangible assets subject to amortization
as of December 31, 2023 is as follows:

of Future Estimated Amortization expense For Intangible Assets

 Years Ending December 31,

 2024

 $
 14,544

 2025

 3,427

 2026

 3,214

 2027

 3,214

 2028

 2,964

 Thereafter

 11,096

 assets,net

 $
 38,459

 10. Other
Long-Term Assets

 Other
assets are summarized as follows:

of Other Assets

 2023

 2022

 2023

 2022

 Security deposit

 $

 $

 Other receivables

 -

 Prepaid insurance

 Unamortized debt cost

 Total other assets

 $
 1,003

 $
 1,140

 11. Goodwill

 The
changes in carrying value of goodwill are as follows:

of Changes in Carrying Value of Goodwill

 2023

 2022

 2023

 2022

 Carrying value at beginning of year

 $
 39,344

 $
 19,619

 Goodwill acquired in acquisition of Parade

 -

 2,587

 Goodwill acquired in acquisition of Men's Journal

 1,246

 17,138

 Goodwill acquired in acquisition of Fexy Studios

 1,985

 -

 Loss on impairment

 -

 -

 Carrying value at end of year

 $
 42,575

 $
 39,344

 The
Company performs its annual impairment test at the reporting unit level, which is the operating segment or one level below the operating
segment. Management determined that the Company would be aggregated into a single reporting unit for purposes of performing the impairment
test for goodwill.

 The
Company, as part of its annual impairment evaluation of goodwill of its one reporting unit, performs the goodwill impairment test in
accordance with applicable guidance. The guidance provides an entity the option to first perform a qualitative assessment to determine
whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If an entity determines
that this is the case, it is required to perform the goodwill impairment test to identify potential goodwill impairment and measure the
amount of goodwill impairment loss to be recognized for that reporting unit, if any. If an entity determines that the fair value of a
reporting unit is greater than its carrying amount, the goodwill impairment test is not required. The annual impairment test was performed
on December 31, 2023. No goodwill impairment was identified during the years ended December 31, 2023 and 2022, respectively.

 12. Restricted Stock Liabilities

 The
Company recorded the repurchase of 26,214 shares of the Company's restricted common stock during the year ended December 31, 2022
on the consolidated statement of stockholders' deficiency. Effective April 4, 2022, there are no longer any shares of
the Company's common stock subject to repurchase. During the year ended December 31, 2022, the Company paid $ 2,307 in cash for
the repurchase ($ 2,152 in principal and $ 155 in interest).

 13. Accrued Expenses and Other

 Accrued
expenses and other are summarized as follows:

of Accrued Expenses

 2023

 2022

 2023

 2022

 General accrued expenses

 $
 6,486

 $
 6,339

 Accrued payroll and related taxes

 5,448

 5,221

 Accrued publisher expenses

 7,596

 4,911

 Accrued interest

 3,824

 -

 Liabilities in connection with acquisitions and dispositions

 1,119

 1,123

 Assumed lease liability

 1,328

 -

 Lease termination liability

 4,481

 4,753

 Other accrued expenses

 Total accrued expenses and other

 $
 30,771

 $
 23,102

 F- 33

 14. Line of Credit

 Arena
Credit Agreement – On December 15, 2022, the Company entered into an amendment to its financing and security agreement for
its line of credit with SLR Digital Finance LLC ("SLR" or the "amended line of credit"), as further amended
on August 31, 2023 in connection with the Business Combination (see Note 28) (the "SLR Amendment") pursuant to which the
SLR Amendment provided for an extension of the maturity date, additional event of default provisions in connection with the Business
Combination, payment of certain fees in connection with the Business Combination, additional borrowings under the 2023 Notes (see
Note 18) pursuant to the First Amendment (see Note 18 and Note 27), and issuance of Series A preferred stock in connection with the
Business Combination, all of which are more fully described herein. Collectively the amended line of credit and SLR Amendment are
referred to as the "line of credit" (or the "Arena Credit Agreement"). In connection with the Arena Notes
Default (as further described under the heading Arena Loan Agreement in Note 28) there was a cross-default of the line of
credit, or the SLR Default (as further described under the heading Arena Credit Agreement Default in Note 28). The line of
credit provided for (i) $ 40,000 maximum
amount of advances available (subject to certain limits and eighty-five ( 85 %)
of eligible accounts receivable) pursuant to the amended line of credit, (ii) an
interest rate at the prime rate plus 4.0% per annum of the amount advanced (subject to minimum utilization of at least 10% of the
maximum amount of advances available) (as of December 31, 2023 the stated interest rate was 12.5%), (iii) payment of a fee equal to
2.25% of the maximum line amount with respect to any termination of the agreement prior to December 31, 2025 at the option of the
Company at any time with 60 day notice pursuant to the SLR Amendment, (iv) a payment of a performance fee in the amount equal to
2.25% of the maximum line amount, under certain circumstances pursuant to the Business Combination in connection with a deal
deadline or in the event of a deal failure, as defined in the SLR Amendment, further the performance fee will survive the
termination of the agreement, pursuant to the SLR Amendment, (v) a payment of a success fee if the Business Combination is
consummated, of 0.3% or 0.6% of the maximum line amount if the transaction closes on or before December 31, 2023 or after December
31, 2023, respectively, or $0 if the transaction closes after the deal deadline, pursuant to the SLR Amendment, and (vi) a maturity
date of December
31, 2025. The SLR Amendment also permitted the
Company to enter into the 2023 Notes in an aggregate of $ 8,000 (as
further described under the heading 2023 Bridge Notes in Note 18) and permitted the issuance of the Series A preferred stock
for $ 25,000 in
connection with the Business Combination. The line of credit was for working capital purposes and was secured by a first lien on all
the Company's cash and accounts receivable and a second lien on all other assets.

 In
connection with the SLR Amendment and amended line of credit, the Company incurred debt costs of $ 200
 and $ 441,
respectively, with the SLR Amendment debt cost plus the unamortized debt cost at the time of the SLR Amendment being amortized over the
life of the extended maturity date of the line of credit. The unamortized balance, as of December 31, 2023 and 2022, was reflected in
prepayment and other current assets of $ 209
 and $ 216, respectively,
and other long-term assets of $ 209
 and $ 216,
respectively. As of December 31, 2023, the effective interest rate on the line of credit was 13.7 %.
As of December 31, 2023 and 2022, the balance outstanding under the line of credit was $ 19,609
 and $ 14,092,
respectively, as reflected on the consolidated balance sheets. As of December 31, 2023, in connection with the SLR Default, the Company
recorded a $ 900
 termination fee representing 2.25 %
of the maximum line amount, as reflected in accrued expenses and other on the consolidated balance sheets.

 15. Liquidated Damages Payable

 Liquidated
damages were recorded as a result of the following: (i) certain registration rights agreements provide for damages if the Company does
not register certain shares of the Company's common stock within the requisite time frame (the "Registration Rights Damages");
and (ii) certain securities purchase agreements provide for damages if the Company does not maintain its periodic filings with the SEC
within the requisite time frame (the "Public Information Failure Damages").

 F- 34

 Obligations
with respect to the liquidated damages payable are summarized as follows:

of Liquidated Damages

 Registration

 Rights Damages

 Public

 Failure Damages

 Accrued

 MDB common stock to be issued ( 1)

 $

 $
 -

 $
 -

 $

 Series H convertible preferred stock

 1,798

 Convertible debentures (2)

 -

 Series J convertible preferred stock ( 2)

 Series K convertible preferred stock ( 2)

 Total

 $

 $

 $
 1,086

 $
 2,924

 (1)
 of common stock issuable to MDB Capital Group, LLC ("MDB") (see Common Stock
 to be Issued in Note 21).

 (2)
 Represents
 previously issued and converted debt or equity securities.

 On
February 8, 2023, the Company entered into a stock purchase agreement with an investor, where the Company was liable for liquidated damages,
pursuant to which the Company issued 47,252
shares of its common stock, in satisfaction of
the liquidated damages, at a price equal to $ 10.56
 per share (determined based on the volume-weighted
average price of the Company's common stock at the close of trading on the sixty (60) previous trading days), to the investor in
lieu of an aggregate of $ 499
 owed in liquidated damages as of the conversion
date. The Company prepared and filed a registration statement covering the resale of these shares of the Company's common stock
issued in lieu of payment of these liquidated damages in cash. During the year ended December 31, 2023, the Company recorded $ 499
 in connection with the issuance of shares of
the Company's common stock on the consolidated statements of stockholders' deficiency (further details are provided under
the heading Common Stock for Liquidated Damages in Note 21).

 On
December 1, 2023, the Company entered into a waiver of liquidated damages and release of claims, where B. Riley, a principal stockholder
at the time, relinquished any claims to liquidated damages and accrued interest thereon amounting to $ 3,497, which resulted in a gain
on forgiveness of debt. Given this transaction was with a related party and in connection with other contemporaneous transactions with
another principal stockholder, Simplify (further described in Note 26), the gain of $ 3,497 was recorded within additional paid-in capital
on the consolidated statement of stockholders' deficiency.

 As
of December 31, 2023, the short-term liquidated damages payable was $ 2,924. The Company will continue to accrue interest on the liquidated
damages balance at 1 % per month based on the balance outstanding as of December 31, 2023, or $ 2,924, until paid. There is no scheduled
date when the unpaid liquidated damages become due. The previously issued and converted Series K convertible preferred stock remains
subject to Registration Rights Damages and Public Information Failure Damages, which will accrue in certain circumstances, limited to
 6 % of the aggregate amount invested.

 As of December 31, 2022

 Registration

 Rights Damages

 Public

 Failure
 Damages

 Accrued

 MDB common stock to be issued (1)

 $

 $
 -

 $
 -

 $

 Series H Preferred Stock

 1,814

 Convertible debentures ( 2)

 -

 Series J convertible preferred stock ( 2)

 2,389

 Series K convertible preferred stock ( 2)

 1,135

 Total

 $
 2,002

 $
 2,740

 $
 1,595

 $
 6,337

 (1)
 of common stock issuable to MDB.

 (2)
 Represents
 previously issued and converted debt or equity securities.

 F- 35

 As
of December 31, 2022, the short-term and long-term liquidated damages payable were $ 5,843 and $ 494, respectively, totaling $ 6,337. The
long-term portion was converted into shares of the Company's common stock on January 24, 2022 (further details are provided under
heading Common Stock for Liquidated Damages in Note 21).

with respect to the liquidated damages recognized on the consolidated statements of operations is provided in Note 23.

 16. Other Long-term Liabilities

 Other
long-term liabilities consisted of the following:

of Other long- term liabilities

 2023

 2022

 2023

 2022

 Lease termination liability

 $
 -

 $
 3,621

 Assumed lease liability

 1,486

 Other

 Total other long-term liabilities

 $

 $
 5,307

 17. Fair Value Measurement

 The
Company's financial instruments consist of level 1, Level 2 and level 3 assets as of December 31, 2023 and 2022. As of December
31, 2023 and 2022, the Company's cash and cash equivalents of $ 9,284 and $ 13,871, respectively, were Level 1 assets and included
savings deposits, overnight investments, and other liquid funds with financial institutions.

 The
Company accounted for certain common stock issued in connection with the acquisition of Fexy Studios that is subject to a put option
(which provides for a cash payment to the sellers on the first anniversary date of the closing (or January 11, 2024) in the event the
common stock trading price on such date is less than the common stock trading price on the day immediately preceding the acquisition
date, or $ 8.10 per share), as a derivative liability, which requires the Company to carry such amounts on its consolidated
balance sheets as a liability at fair value, as adjusted at each reporting period-end (further details are provided under the heading
 Fexy Put Option in Note 28).

 Financial instruments measured at fair value during
the year ended December 31, 2023, related to the Company's current debt, with a carrying value of $ 7,887 and $ 102,309 for the Bridge Notes
and Debt as of December 31, 2023, respectively, approximates fair value due to their short nature and based on current market interest
rates for debt instruments of similar credit standing.

 Financial
instruments measured at fair value during the year consisted of the following:

of Fair Value of Financial Instruments

 Fair Value

 Quoted
Prices

in Active

Markets for

Identical

Assets (Level 1)

Other

Observable

Inputs (Level 2)

Unobservable

Inputs (Level 3)

 Contingent consideration

 $
 1,571

 $
 -

 $
 1,571

 $
 -

 As of December 31, 2022

 Fair Value

 Quoted
Prices

in Active

Markets for

Identical

Assets (Level 1)

Other

Observable

Inputs (Level 2)

Unobservable

Inputs (Level 3)

 Senior Secured Notes

 $
 61,787

 $
 -

 $
 61,787

 $
 -

 Contingent
Consideration – The fair value of the contingent consideration is primarily dependent on the common stock trading price on
the first anniversary of the closing of the Fexy Studios acquisition, or January 11, 2024. The estimated fair value was calculated based
on the $ 8.10 put option amount based on the exercise price of the Company's common stock at the acquisition date, less the $ 2.38
the Company's common stock trading price as of the reporting date, or $ 5.72 per share, multiplied by the number of shares subject
to the put option of 274,692, which approximated the value if the Black-Scholes option-pricing model was used given the proximity date
of the put option. For the year ended December 31, 2023, the change in valuation of the contingent consideration of $ 1,010 was recognized
in other expenses on the consolidated statement of operations. Further details are provided under the heading Fexy Put Option
 in Note 28.

 F- 36

 Senior
Secured Notes – The carrying value of the Senior Secured Notes (as defined below) approximates fair value based on current
market interest rates for debt instruments of similar credit standing and, consequently, their fair values are based on Level 2 inputs.

 The
quantitative information utilized in the fair value calculation of the Level 3 liabilities are as follows:

 Unearned
Revenue – The fair value of unearned revenue remaining in connection with the 2019 acquisitions of Sports Illustrated licensed
brands, was determined with the following inputs: (1) projection of when unearned revenue will be earned; (2) expense necessary to fulfill
the subscriptions; (3) gross up of the fulfillment costs to include a market participant level of profitability; (4) slight premium to
the fulfillment-costs plus a reasonable profit metric; and (5) reduce projected future cash flows to present value using an appropriate
discount rate. The unearned revenue remaining from the acquisitions as of December 31, 2023 and 2022 was $ 523 and $ 1,154, respectively.

 The
changes in unearned revenue with inputs classified as Level 3 of the fair value hierarchy are reflected within revenue on the consolidated
statements of operations.

 18. Bridge Notes

 2023
Notes

 In
connection with the Note Purchase Agreement, First Amendment and Second Amendment (as further described under the heading Principal
Stockholders in Note 26), on August 31, 2023, the Company issued $ 5,000 aggregate principal amount of senior secured notes (the "2023
Notes"). The provisions of the First Amendment also permit certain incremental borrowings in the amount up to $ 3,000 at the sole
discretion of the purchaser (the "Incremental 2023 Notes"), subject to a minimum amount of $ 1,000 and other conditions. On
September 29, 2023, the Company issued $ 1,000 aggregate principal amount of senior secured notes pursuant to the incremental borrowings.
On November 27, 2023, the Company issued $ 2,000 aggregate principal amount of senior secured notes pursuant to the incremental borrowings.
In connection with the issuance of the 2023 Notes, the Company received net proceeds of $ 7,643 from the issuance of the notes and incurred
debt costs of $ 357 that is being amortized over the expected life of the debt.

 The terms of 2023 Notes provide for:

 an
 interest rate fixed at 10.0 % per annum;

 a
 maturity date of April
 30, 2024, as amended pursuant to the Second Amendment from December 31, 2023, subject to consummation of the Business
 Combination (see Note 28) on or prior to April 30, 2024, as amended pursuant to the Second Amendment from December 31, 2023, which
 may result in an event of default if not consummated, and a prepayment requirement to apply a portion of the net proceeds from the
 Business Combination to repay $ 8,000
 (and any additional amounts borrowed pursuant to the incremental borrowing arrangement described above) under the notes;

 a
 provision for the failure to repay the $ 8,000 prepayment requirement in full with the proceeds of the Business Combination or failure
 to consummate the Business Combination by April 30, 2024, as amended pursuant to the Second Amendment from December 31, 2023, will
 result in an event of default under the notes; and

 an
 election to prepay the notes, at any time, at 100 % of the principal amount due with no premium or penalty.

 F- 37

 The
debt issuance cost incurred under the debt modifications pursuant to the First Amendment are being amortized over the term of the
2023 Notes. The debt modification pursuant to the Second Amendment resulted in the unamortized debt issuance cost being amortized
over the extended term of the 2023 Notes.

 On
December 29, 2023, the Company failed to make the interest payment due on the 2023 Notes resulting in an event of default with
subsequent agreement to a forbearance period through the earlier of the following: (a) April 30, 2024; (b)
the occurrence of the closing of the Business Combination and (c) the termination of the Business Combination prior to closing (collectively the "forbearance") ( further details are provided for under the heading Arena Loan
Agreement in Note 28).

 As
of December 31, 2023, the effective interest rate on the 2023 Notes was 14.2 %. As of December 31, 2023,
the current balance outstanding under the 2023 Notes was $ 7,887, net of unamortized cost of $ 113, with the principal balance due of $ 8,000,
subject to the forbearance.

for the years ended December 31, 2023 and 2022, with respect to interest expense related to the 2023 Notes is provided under the heading
 Interest Expense in Note 19.

 2022
Bridge Notes

 On
December 15, 2022, the Company issued $ 36,000
 aggregate principal amount of senior secured
notes (the "2022 Bridge Notes") pursuant to the Note Purchase Agreement. In connection with the issuance of the notes, the
Company received net proceeds of $ 34,728
 and incurred debt costs of $ 1,272
 that were being amortized over the expected life
of the debt. As of December 31, 2022, the balance outstanding under the 2022 Bridge Notes was $ 34,805
 ($ 36,000
 principal balance less unamortized debt costs
of $ 1,195),
that was modified during the year ended December 31, 2023 (further details are provided under the heading 2022 Bridge Notes in
Note 19).

 19. Long-term Debt

 Senior
Secured Notes

 Pursuant
to the Note Purchase Agreement, as amended by the First Amendment and Second Amendment ( as further described
under the heading Principal Stockholders in Note 26), as of December 31, 2023 and 2022, the
Company has notes outstanding referred to as the senior secured notes (the "Senior Secured Notes"), the delayed draw term notes (the "Delayed Draw Term Notes") and the 2022 Bridge Notes, as further
described below.

 The terms of the Senior Secured Notes
provide for:

 a
provision for the Company to enter into Delayed Draw Term Notes (as described below);

 a
 provision where the Company added $ 13,852 to the principal balance of the notes for interest payable prior to January 1, 2022 as
 payable in-kind;

 a
 provision where the paid in-kind interest can be paid in shares of the Company's common stock based upon the conversion rate
 specified in the Certificate of Designation for the Series K convertible preferred stock, subject to certain adjustments;

 an
 interest rate of 10.0 % per annum, subject to adjustment in the event of default, with a provision that within one (1) business day
 after receipt of cash proceeds from any issuance of equity interests, unless waived, the Company will prepay certain obligations
 in an amount equal to such cash proceeds, net of underwriting discounts and commissions;

 interest
 on the notes payable after February 15, 2022, at the agent's sole discretion, either (a) in cash quarterly in arrears on the
 last day of each fiscal quarter or (b) by continuing to add such interest due on such payment dates to the principal amount of the
 notes;

 a
 maturity date of December
 31, 2026 (as amended from December 31, 2023 pursuant to the First Amendment), subject to consummation of the Business
 Combination (see Note 28) on or prior to April 30, 2024, as amended pursuant to the Second Amendment from December 31, 2023, which
 may result in an event of default if not consummated, and subject to certain acceleration conditions; and

 the
 Company to enter into the 2022 Bridge Notes for $ 36,000 and to increase the line of credit with SLR in an aggregate principal amount
 not to exceed $ 40,000.

 F- 38

 Delayed
Draw Term Notes

 The
terms of the Delayed Draw Term Notes provide for:

 an
 interest rate of 10.0 % per annum, subject to adjustment in the event of default;

 interest
 on the notes payable after February 15, 2022, at the agent's sole discretion, either (a) in cash quarterly in arrears on the
 last day of each fiscal quarter or (b) by continuing to add such interest due on such payment dates to the principal amount of the
 notes; and

 a
 maturity date on December 31, 2026 (as amended from December 31, 2023 pursuant to the First Amendment), subject to consummation of
 the Business Combination on or prior to April 30, 2024, as amended pursuant to the Second Amendment from December 31, 2023, which
 may result in an event of default if not consummated, and subject to certain acceleration terms.

 2022
Bridge Notes

 Pursuant
to the First Amendment, the 2022 Bridge Notes outstanding as of December 31, 2022 were amended and reclassified from a current liability
to a noncurrent liability. In connection with the debt modification, the Company incurred debt issuance costs of $ 100 that are being amortized
over the life of the 2022 Bridge Notes and a portion of the note maturity was extended as further described below.

 The terms of the 2022 Bridge Notes provide
for:

 an
 interest rate fixed at 10.0 % per annum (as amended from interest that was payable in cash at an interest rate of 12 % per annum quarterly;
 with interest rate increases of 1.5 % per annum on March 1, 2023, May 1, 2023, and July 1, 2023, pursuant to the First Amendment);

 a
 maturity date of December 31, 2026 (as amended from December 31, 2023 pursuant to the First Amendment), subject to consummation of
 the Business Combination on or prior to April 30, 2024, as amended pursuant to the Second Amendment from December 31, 2023, which
 may result in an event of default if not consummated, and subject to certain mandatory prepayment requirements, including, but not
 limited to, a requirement that the Company apply the net proceeds from certain debt incurrences or equity offerings to repay the
 notes;

 a
 prepayment requirement to apply a portion of the net proceeds from the Business Combination to repay $ 20,000 of the principal balance
 under the notes upon the earlier of April 30, 2024, as amended pursuant to the Second Amendment from December 31, 2023 or the closing
 of the Business Combination;

 a
 provision for the failure to repay the $ 20,000 prepayment requirement in full with the proceeds of the Business Combination or failure
 to consummate the Business Combination by April 30, 2024, as amended pursuant to the Second Amendment from December 31, 2023, will
 result in an event of default under the notes; and

 an
 election to prepay the notes, at any time, in whole or in part with no premium or penalty.

 F- 39

 The
following table summarizes the debt:

 Schedule of long term debt

 As of December 31, 2022

 Principal

 Unamortized

 Discount

 and Debt

 Costs

 Value

 Principal

 Unamortized

 Discount

 and Debt

 Costs

 Value

 Senior Secured Notes, effective interest rate of 10.1% as of December 31, 2023, as amended, matures December 31, 2026, subject to acceleration

 $
 62,691

 $
 ( 272
)

 $
 62,419

 $
 62,691

 $
 ( 904
)

 $
 61,787

 Senior Secured Notes, effective interest rate of 10.1 % as of December 31, 2023, as amended

 $
 62,691

 $
 ( 272
)

 $
 62,419

 $
 62,691

 $
 ( 904
)

 $
 61,787

 Delayed Draw Term Notes, effective interest rate of 10.2 % as of December 31, 2023, as amended

 4,000

 ( 31
)

 3,969

 4,000

 ( 103
)

 3,897

 2022 Bridge Notes, effective interest rate of 10.2 % as of December 31, 2023, as amended

 36,000

 ( 79
)

 35,921

 -

 -

 -

 Total

 $
 102,691

 $
 ( 382
)

 $
 102,309

 $
 66,691

 $
 ( 1,007
)

 $
 65,684

 The
debt issuance costs incurred under the debt modification pursuant to the First Amendment are being amortized over the term of the
long-term debt. The debt modification pursuant to the Second Amendment resulted in the unamortized debt issuance cost being
amortized over the extended term of the long-term debt.

 On
December 29, 2023, the Company failed to make the interest payment due on the Secured Senior Notes, Delayed Draw Term Notes and 2022
Bridge Notes (collectively the "debt") resulting in an event of default with subsequent agreement to a forbearance
period through the earlier of the following: (a) April 30, 2024; (b)
the occurrence of the closing of the Business Combination and (c) the termination of the Business Combination prior to closing (or the forbearance) (further details are provided for under the heading Arena Loan Agreement in Note
28).

 As of December 31, 2023,
the current maturities of the debt were $ 102,309, with the principal balance due of $ 102,691, subject to the forbearance.

for the years ended December 31, 2023 and 2022 with respect to interest expense related to long-term debt is provided below.

 F- 40

Expense

 The
following table represents interest expense:

of Interest Expense

 2023

 2022

 2023

 2022

 Amortization of debt costs:

 Line of credit

 $

 $

 2023 Notes

 -

 Senior Secured Notes

 1,031

 Delayed Draw Term Notes

 2022 Bridge Notes

 1,216

 Total amortization of debt costs

 2,378

 1,581

 Noncash and accrued interest:

 2023 Notes

 -

 Senior Secured Notes

 1,602

 -

 Delayed Draw Term Notes

 -

 2022 Bridge Notes

 -

 Line of credit termination fee

 -

 Parade

 -

 Other accrued interest

 Total noncash and accrued interest

 3,824

 Cash paid interest:

 Line of credit

 2,023

 1,328

 2023 Notes

 -

 Senior Secured Notes

 4,754

 6,356

 Delayed Draw Term Notes

 2022 Bridge Notes

 3,763

 -

 Other

 1,214

 Total cash paid interest

 12,101

 9,527

 Less interest income (1)

 ( 338
)

 -

 Total interest expense

 $
 17,965

 $
 11,428

 (1)
 During the year ended December 31, 2023, the Company recorded interest income of $ 338 related
to the refunds received from the employee retention credits.

 Noncash
and accrued interest of $ 204 as of December 31, 2022 related to the 2022 Bridge Notes, was paid in cash during the year ended December
31, 2023.

 20. Preferred Stock

 The
Company has the authority to issue 1,000,000 shares of Preferred Stock, $ 0.01 par value per share, consisting of authorized and/or outstanding
shares as of December 31, 2023 as follows:

 1,800
 authorized shares designated as "Series G Convertible Preferred Stock" (as further described below), of which 168 shares
 are outstanding as of December 31, 2023 and 2022.

 23,000
 authorized shares designated as "Series H Convertible Preferred Stock" (as further described below), of which none and
 14,356 shares were outstanding as of December 31, 2023 and 2022, respectively.

 F- 41

 Series
G Preferred Stock

 On
May 30, 2000, the Company sold 1,800 shares of its Series G convertible Preferred Stock (the "Series G Preferred Stock"),
of which 1,631.504 were converted prior to November 2001 and 168.496 shares continue to be outstanding, at a stated value of $ 1,000 per
share, convertible into shares of the Company's common stock, as adjusted for the stock split on February 8, 2022, and will be
further adjusted in the event of another stock splits, stock dividends, combinations of shares and similar transactions subject to stock
splits. The Series G Preferred Stock is convertible into shares of common stock, at the option of the holder, subject to certain limitations.
The Company may require holders to convert all (but not less than all) of the Series G Preferred Stock or buy out all outstanding shares
of Series G Preferred Stock at the liquidation value of $ 168. Holders of Series G Preferred Stock are not entitled to dividends and have
no voting rights, unless required by law or with respect to certain matters relating to the Series G Preferred Stock.

 Upon
a change in control, sale of or similar transaction, as defined in the Certificate of Designation for the Series G Preferred Stock, the
holder of the Series G Preferred Stock has the option to deem such transaction as a liquidation and may redeem their 168.496 shares at
the liquidation value of $ 1,000 per share, or an aggregate amount of $ 168. The sale of all the assets of the Company on June 28, 2007
triggered the redemption option. As such redemption was not in the control of the Company, the Series G Preferred Stock has been accounted
for as if it is redeemable preferred stock and is classified on the consolidated balance sheets as a mezzanine obligation between liabilities
and stockholders' deficiency. The holder of the Series G Preferred Stock still has the ability to exercise the redemption option.

 Series
H Preferred Stock

 All
of the then outstanding shares of Series H convertible Preferred Stock (the "Series H Preferred Stock") automatically converted
into shares of the Company's common stock on the fifth anniversary date of the initial first closing of the Series H Preferred
Stock, or on August 10, 2023, at the conversion price of $ 7.26 per share (the "automatic mandatory conversion"). Further
details are provided under the heading Common Stock in Note 21.

 21. Stockholders' Deficiency

Stock

 The
Company has the authority to issue 1,000,000,000 shares of common stock, as the result of filing on December 18, 2020, a Certificate
of Amendment with the Secretary of the State of Delaware to increase the number of authorized shares of its common stock from 100,000,000
shares to 1,000,000,000 shares.

Stock Registered Direct Offering – On March 31, 2023, the Company entered into common stock purchase agreements with certain
purchasers, pursuant to which the Company issued and sold in a registered direct offering an aggregate of 2,963,918 shares of the Company's
common stock, at a purchase price of $ 3.88 per share. The gross proceeds received were $ 11,500 and after deducting offering expenses
of $ 356, the Company received net proceeds of $ 11,144, as reflected on the consolidated statements of stockholder's deficiency.
No underwriter or placement agent participated in the registered direct offering. The net proceeds were intended for working capital
and other general corporate purposes. Further information is provided in Note 26.

Stock for Series H Preferred Stock – During the years ended December 31, 2023 and 2022, the Company recorded the issuance of
 1,981,128 (of which 1,759,224 were issued in accordance with the automatic mandatory conversion) and 97,980 shares of common stock, respectively,
upon conversion of 14,356 (of which 12,748 were issued were issued in accordance with the automatic mandatory conversion) and 710 shares
of Series H Preferred Stock, respectively, with a corresponding amount of $ 13,008 (representing 14,356 shares of Series H Preferred Stock
at $ 1,000 stated par value per share, less issuance cost of $ 1,348) and $ 710 (representing 710 shares of Series H Preferred Stock at
$ 1,000 stated par value per share), respectively, as reflected on the consolidated statements of stockholders' deficiency.

 F- 42

Stock for Acquisitions – During the years ended December 31, 2023 and 2022, the Company recorded the issuance of 274,692 and
 330,863 shares of the Company's common stock, respectively, as reflected on the consolidated statements of stockholders'
deficiency as follows: (i) 274,692 shares issued pursuant to the Fexy Studios asset acquisition on January 11, 2023, with a fair value
of $ 2,000 on the transaction closing date, as further described in Note 4; and (ii) 330,863 shares issued consisted of (a) 314,103 shares
issued pursuant to the Parade stock acquisition on April 1, 2022, with a fair market value of $ 3,141, as further described in Note 4;
and (b) 16,760 shares issued on March 9, 2022, pursuant to an asset acquisition entered into March 9, 2020 with no fair value recognized
at the time of issuance.

Stock for Liquidated Damages – During the years ended December 31, 2023 and 2022, the Company entered into several stock purchase
agreements with an investor where it was liable for liquidated damages, pursuant to which the Company issued 47,252 and 505,655, respectively,
shares of its common stock, as follows: (i) 47,252 shares of common stock were issued to the investor in lieu of an aggregate of $ 499
owed in liquidated damages as of the conversion date ($494 as of December 31, 2022 plus $5 in additional interest through the conversion
date), where the Company recorded $369 in connection with the issuance of shares of the Company's common stock and a gain of $130
on the settlement of the liquidated damages, both as reflected in additional paid-in capital, totaling $499; and (ii) 505,655 shares
of common stock were issued at a price equal to $ 13.86 per share (determined based on the volume-weighted average price of the Company's
common stock at the close of trading on the sixty (60) previous trading days), to the investors in lieu of an aggregate of $ 7,008 owed
in liquidated damages, where the Company recorded $ 6,685 in connection with the issuance of shares of the Company's common stock
and recognized a gain of $ 323 on the settlement of the liquidated damages, both of which were recorded as additional paid-in capital
on the consolidated statements of stockholders' deficiency. In connection with the 505,655 shares of common stock issued, the Company
filed a registration statement covering the resale of those shares of the Company's common stock.

Stock Units – The Company issued, in connection with the vesting of restricted stock units, 429,528 shares of the Company's
common stock and 832,233 shares of the Company's common stock (as described in Note 22) during the years ended December 31, 2023
and 2022, respectively, as reflected on the consolidated statements of stockholders' equity.

Stock Withheld – The Company recorded the repurchase of vested restricted common stock of 202,382 shares for the payment for
taxes of $ 1,423, and 373,394 shares for the payment for taxes of $ 4,468, during the years ended December 31, 2023 and 2022, respectively,
as reflected on the consolidated statements of stockholders' deficiency.

of Stock Options – The Company recorded the exercise of 795 and 96,408 common stock options for shares of the Company's
common stock for cash of $ 0 and $ 95, during the years ended December 31, 2023 and 2022, respectively, as reflected on the consolidated
statements of stockholders' deficiency.

Stock to be Issued – In connection with the Say Media merger on December 12, 2018, the Company issued 38,582 and 7,851
shares of the Company's common stock during the year ended December 31, 2023 and 2022, respectively, which were required to be issued
as of January 1, 2022.

 Professional
Services – During the year ended December 31, 2022, the Company issued, in connection with entering into several professional
services agreements, 14,617 shares of the Company's common stock ( 14,617 shares consisted of 1,134 shares issued on January 12,
2022 at $ 13.20 and 13,483 shares issued on January 26, 2022 at $ 12.54) that were recorded at the trading price on the issuance date of
$ 184, as reflected on the consolidated statements of stockholders' deficiency.

Stock Public Offering – On February 15, 2022 and March 11, 2022, the Company raised gross proceeds of $ 34,498 pursuant to a
firm commitment underwritten public offering of 4,181,603 shares of the Company's common stock (on February 15, 2022 the Company
issued 3,636,364 shares and on March 11, 2022 the Company issued 545,239 shares pursuant to the underwriter's overallotment that
was exercised on March 10, 2022), at a public offering price of $ 8.25 per share. The Company received net proceeds of $ 32,058, after
deducting underwriting discounts and commissions and other offering costs payable by the Company of $ 2,440 to B. Riley (see Note 26).
In addition, the Company directly incurred offering costs of $ 1,568 and recorded $ 30,490 upon the issuance of its common stock, as reflected
on the consolidated statements of stockholders' deficiency.

 F- 43

Stock Awards

 Unless
otherwise stated, the fair value of a restricted stock award is determined based on the number of shares granted and the quoted price
of the Company's common stock on the date issued. The estimated fair value of these shares is being recognized as compensation
expense over the vesting period of the award (see Note 22).

 A
summary of the restricted stock award activity during the year ended December 31, 2023 is as follows:

 Summary of Restricted Stock Award Activity

 Number
 of

 Grant-Date

 Fair
 Value

 stock awards outstanding at January 1, 2023

 97,403

 $
 16.94

 ( 97,403
)

 ( 16.94
)

 stock awards outstanding at December 31, 2023

 -

with respect to stock-based compensation cost and unrecognized stock-based compensation cost related to the restricted stock awards is
provided under the heading Stock-Based Compensation in Note 22.

Stock to be Issued

 In
connection with a closing of a private placement on January 4, 2018, MDB, as the placement agent, was entitled to receive 2,701 shares
of the Company's common stock ( subject to liquidated
damages, see Note 15), which have not been issued as of December 31, 2023, as reflected on the consolidated statements of
stockholders' deficiency as common stock to be issued (see Note 15).

Stock Warrants

 Warrants
were issued to purchase shares of the Company's common stock in connection with various financings (the "Financing Warrants"), all of which have expired.

 A
summary of the Financing Warrants activity during the year ended December 31, 2023 is as follows:

 Summary of Warrant Activity

 Remaining

 Contractual

 Number of

 Life

 Price

 (in Years)

 Financing Warrants outstanding at January 1, 2023

 107,956

 $
 10.61

 0.58

 Expired

 ( 107,956
)

 10.61

 Financing Warrants outstanding at December 31, 2023

 -

 -

 AllHipHop
Warrants – On October 26, 2020, the Company granted AllHipHop, LLC an aggregate of 5,682 warrants for shares of the Company's
common stock with an exercise price of $ 14.30 (the "AllHipHop Warrants"). The AllHipHop Warrants are exercisable for a period
of five years, subject to customary anti-dilution adjustments, and may be exercised on a cashless basis. The AllHipHop Warrants were
in exchange for the surrender and termination of 6,819 previously issued Publisher Partner Warrants.

 F- 44

 ABG
Warrants – On June 14, 2019, the Company issued 999,540 warrants to acquire the Company's common stock to ABG (the "ABG
Warrants") in connection with the Licensing Agreement, expiring in ten years. The warrants provided time-based vesting in equal
monthly increments over a period of two years beginning on the one year anniversary of the date of issuance of the warrants (the "Time-Based
Warrants") and performance based vesting based on the achievement of certain performance goals for the licensed brands in calendar
years 2020, 2021, 2022, or 2023 (the "Performance-Based Warrants"). The warrants also provide that (1) under certain circumstances
the Company may require ABG to exercise all (and not less than all) of the warrants, in which case all of the warrants will be vested;
(2) all of the warrants automatically vest upon certain terminations of the Licensing Agreement by ABG or upon a change of control of
the Company; and (3) ABG has the right to participate, on a pro-rata basis (including vested and unvested warrants, exercised or unexercised),
in any future equity issuance of the Company (subject to customary exceptions).

 As
of December 31, 2023, 399,816 Time-Based Warrants vested and 599,724 Performance-Based Warrants vested as of the issuance date
of these consolidated financial statements were issued (further details are provided under the heading ABG Warrants in Note 28 as to the full vesting of the ABG Warrants in January 2024).

with respect to stock-based compensation cost and unrecognized stock-based compensation cost related to the ABG Warrants is provided
in Note 22.

 Publisher
Partner Warrants – On May 20, 2020, the Board approved a third publisher partner warrant program, which superseded the second
publisher partner warrant program and authorized the Company to grant publisher partner warrants to purchase up to 90,910 shares of the
Company's common stock (the "Publisher Partner Warrants"). The issuance of the Publisher Partner Warrants is administered
by management and approved by the Board.

 New
Publisher Partner Warrants – On November 2, 2022, the Board approved a warrant incentive program to grant warrants to certain
publishers (the "New Publisher Partner Warrants"), that authorized the Company to grant New Publisher Partner Warrants to
purchase up to 33,000 shares of the Company's common stock. The New Publisher Partner Warrants will have the following terms: (i)
one-third will become exercisable and vest on the one-year anniversary of the issuance; (ii) the remaining warrants will become exercisable
and vest in a series of twenty-four (24) successive equal monthly installments following the first anniversary of the issuance; and (iii)
a five-year term. The issuance of the New Publisher Partner Warrants is administered by management and approved by the Board.

with respect to stock-based compensation cost and unrecognized stock-based compensation cost related to the New Publisher Partner Warrants
is provided in Note 22.

 22. Stock–Based Compensation

 The
Company issued stock-based compensation awards under several plans as follows:

 2016
 Plan – On December 19, 2016, the Board adopted the 2016 Stock Incentive Plan (the
 "2016 Plan") that allowed the Company to grant restricted stock awards and statutory
 and non-statutory common stock options to acquire shares of the Company's common stock
 to employees, directors and consultants, with vesting variable vesting provisions consisting
 of time-based and performance-based. The Company is no longer issuing awards under the 2016
 Plan.

 2019
 Plan – On April 4, 2019, the Board adopted the 2019 Equity Incentive Plan (the
 "2019 Plan") that allowed awards of stock options, restricted stock awards, restricted
 stock units, unrestricted stock awards, and stock appreciation rights, with variable vesting
 provisions consisting of time-based, performance-based, or market-based. The Company is no
 longer issuing option awards under the 2019 Plan.

 Outside
 Options – The Company granted stock options outside the 2016 Plan and 2019 Plan
 (the "Outside Options") that allowed the Company to grant statutory and non-statutory
 common stock options, with variable vesting provisions consisting time-based, performance-based
 targets and certain performance achievements. The Company is no longer issuing Outside Options.

 F- 45

 2022
 Plan – On April 18, 2022, the Board adopted the 2022 Stock and Equity Compensation
 Plan (the "2022 Plan") that was approved by the Company's stockholders
 on June 2, 2022 with a maximum number of shares authorized to be issued under the plan of
 1,800,000. The purpose of the 2022 Plan is to foster the growth and success of the Company
 by providing a means to attract, motivate and retain officers, directors, key employees,
 and consultants through awards of stock options, stock appreciation rights, restricted stock
 awards, unrestricted stock awards and restricted stock units. Shares subject to an award
 that have been canceled, expired, settled in cash, or not issued or forfeited for any reason
 will not reduce the aggregate number of shares that may be subject to or delivered under
 the 2022 Plan and will be available for future awards granted under the 2022 Plan. Common
 stock options issued under the 2022 Plan may have a term of up to ten years and may have
 variable vesting provisions based on time and performance. The issuance of awards under the
 2022 Plan is administered by the Board or any committee of directors designated by the Board.

Stock Units

the year ended December 31, 2023 and 2022, the Company issued restricted stock units to various employees and members of the board subject
to continued service. Upon vesting of the award, subject to certain conditions for release of the award, the Company issues the underlying
common stock of the Company.

 The
fair value of a restricted stock unit was determined based on the number of shares granted and the quoted price of the Company's
common stock on the date issued during the years ended December 31, 2023, and 2022.

 A
summary of the restricted stock unit activity during the year ended December 31, 2023 is as follows:

 Schedule of Restricted Stock Units Activity

 Number of Shares

 Grant-Date

 Unvested

 Fair Value

 Restricted stock units outstanding at January 1, 2023

 994,766

 397,376

 $
 15.44

 Granted

 148,970

 -

 5.77

 ( 645,023
)

 645,023

 Released

 -

 ( 429,528
)

 Cancelled

 ( 299,446
)

 -

 Restricted stock units outstanding at December 31, 2023

 199,267

 612,871

 13.55

 On
February 28, 2023 and June 30, 2023, the Company modified certain restricted stock units as a result of the resignation of two senior
executives, where 38,026 and 42,635 restricted stock units with time-based vesting that were unvested were vested, respectively, subject
to certain provisions, resulting in no incremental cost.

 On
November 22, 2022, the Company modified 232,816 restricted stock units that were issued to one former employee (Ross Levinsohn) to remove
the market trading volume condition, resulting in incremental cost of $ 321 at the modification date.

 The
Company's policy is to repurchase the number of shares of its common stock at the fair market value at the time of issuance of
new shares of its common stock upon conversion of a restricted stock unit to cover the tax obligations. During the year ending December
31, 2024, the Company expects to repurchase approximately 295,000 shares of its common stock upon conversion of restricted stock units
that are expected to vest and be released during the period.

 The
total intrinsic value of shares of the Company's common stock issued for restricted stock units that were released during the years
ended December 31, 2023 and 2022 were $ 2,955 and $ 8,707, respectively.

with respect to stock-based compensation cost related to the restricted stock units is included within the Restricted Stock caption under
the heading Stock-Based Compensation.

 F- 46

Stock Options

the years ended December 31, 2023 and 2022, the Company issued common stock options under the 2022 Plan, consisting of primarily of incentive
stock options with a term of up to ten years with time-based vesting provisions over three years.

 The
fair value of common stock option awards granted during the years ended December 31, 2023 and 2022 was calculated using a Black-Scholes
options-pricing model for the time-based awards under the Up-list Scenario, after the Company's common stock was listed on the
NYSE American. The fair value of common stock option awards granted during the year ended December 31, 2022 was calculated using the
Black-Scholes option-pricing model for the time-based under the Probability Weighted Scenarios, prior to the Company's common stock
being listed on the NYSE American. The assumptions utilized are as follows:

 Schedule of Fair Value of Stock Options Assumptions

 2023

 2022

 Up-list

 Up-list

 No Up-list

 Risk-free interest rate

 3.46 % - 4.82
 %

 0.97 % - 4.36
 %

 0.97 % - 1.44
 %

 Expected dividend yield

 0.00
 %

 0.00
 %

 0.00
 %

 Expected volatility

 46.43 % - 47.27
 %

 42.00 % - 82.00
 %

 82.00 % - 137.00
 %

 Expected life

 6 years

 3.0 – 6.0 years

 3.0 – 6.0 years

 A
summary of the common stock option activity during the year ended December 31, 2023 is as follows:

 Summary of Stock Option Activity

 Remaining

 Contractual

 Number of

 Life

 Price

 (in Years)

 Common stock options outstanding at January 1, 2023

 6,199,521

 $
 15.26

 8.20

 Granted

 287,993

 4.22

 Exercised

 ( 6,927
)

 8.82

 Forfeited

 ( 449,333
)

 9.70

 Expired

 ( 579,286
)

 9.38

 Common stock options outstanding at December 31, 2023

 5,451,968

 9.56

 4.43

 Common stock options exercisable at December 31, 2023

 4,049,393

 9.64

 5.06

 Common stock options not vested at December 31, 2023

 1,402,575

 Common stock options available for future grants at December 31, 2023 (1)

 542,847

 (1)
 Common stock available
for future issuance under the 2022 Plan represent 1,800,000 of authorized shares; less 1,066,597 common stock options outstanding and
 190,556 restricted stock units outstanding.

 The
aggregate grant date fair value of common stock options granted during the years ended December 31, 2023 and 2022 was $ 610 and $ 7,194,
respectively. The weighted-average grant-date fair value of common stock options granted during the years ended December 31, 2023 and
2022 were $ 2.12 and $ 5.25, respectively.

 The
total intrinsic value of common stock options exercised during the years ended December 31, 2023 and 2022 were $ 10 and $ 1,507, respectively.
The total fair value of common stock options vested during the years ended December 31, 2023 and 2022 were $ 10,155 and $ 12,694, respectively.

 The
unvested common stock options for which the vesting is expected based on achievement of a performance condition as of December 31, 2023
were 583,143 with a weighted average remaining contractual term of 5.28 years.

 F- 47

 The
Company's policy is to repurchase the number of shares of its common stock at the fair market value at the time of issuance of
its common stock upon exercise of common stock options to cover the tax obligations and any cashless exercise. In addition, the Company's
policy is to issue new shares of its common stock upon exercise of common stock options.

 There
was no intrinsic value of exercisable but unexercised in-the-money common stock option awards as of December 31, 2023 based on a fair
market value of the Company's common stock of $ 2.38 per share on December 31, 2023.

 The
exercise prices under the common stock options outstanding and exercisable are as follows as of December 31, 2023:

 Schedule of Exercise Prices of Common Stock Options

 Outstanding

 Price

 $
 2.48 to $ 10.50

 4,318,901

 3,308,790

 $
 10.51 to $ 15.52

 1,062,379

 670,956

 $
 15.53 to $ 20.54

 9,091

 9,091

 $
 20.55 to $ 25.56

 25,683

 24,642

 $
 25.57 to $ 30.58

 $
 30.59 to $ 35.60

 4,320

 4,320

 $
 35.61 to $ 40.62

 2,728

 2,728

 $
 40.63 to $ 48.40

 27,956

 27,956

 5,451,968

 4,049,393

 Modification
of Awards – On February 28, 2023, the Company modified certain equity awards as a result of the resignation of a senior executive
employee where 38,026 restricted stock units with time-based vesting that were unvested were vested and 21,117 options to purchase shares
of the Company's common stock with time-based vesting that were unvested were vested, each subject to compliance with applicable
securities laws and certain other provisions. In connection with the modification of these equity awards, the Company agreed to purchase
a total of 45,632 options to purchase shares of the Company's common stock (including previously vested options to purchase shares
of the Company's common stock of 24,515) as of the resignation date of the employee at a price of $ 10.29 per share, reduced by
the exercise price and required tax withholdings, subject to certain conditions. The modification of the equity awards resulted in the
unamortized costs being recognized at the modification date. The cash price of $ 10.29 per option less the strike price of $ 8.82 per option
resulted in incremental cost of $ 68 being recognized at the modification date. The modification resulted in liability classification
of the equity awards, with $ 68 paid during the year ended December 31, 2023.

 On
June 30, 2023, the Company modified certain equity awards upon the resignation of a senior executive employee pursuant to which unvested
restricted stock units for 42,635 shares of the Company's common stock vested, and unvested options for 29,701 shares of the Company's
common stock vested with the exercise period extended for the 10 -year contractual term of the options from the grant date of the award.
In connection with the termination, the unamortized costs of the awards of $ 773 was recognized at the termination date and $ 284 of incremental
cost was recognized as a result of the option award modification upon termination of the senior executive.

 On
November 2, 2023, the Company modified options of former a senior executive officer for 450,560
shares of the Company's common stock, pursuant to which the exercise period would be extended for the 10 -year
contractual term from the grant date of the award subject to continued employment through the closing date of the Business
Combination (see Note 28) (the "conditions"). Incremental costs in connection with the modification was $ 380,
of which no cost was recognized at the modification date since the conditions were not satisfied and the employment of the officer
was terminated.

 F- 48

 2022
Stock Option Repricing

 On
March 18, 2022, the Company approved a repricing of certain outstanding stock options (the "Stock Option Repricing") granted
under the Company's 2016 Plan and 2019 Plan that had an exercise price above $ 8.82 per share, as well as certain outstanding stock
options held by senior management of the Company under the Outside Options. The Stock Options Repricing was approved by the Board and
stockholders. As a result of the Stock Option Repricing, the exercise prices were set to $ 8.82 per share, which was the closing sale
price of the Company's common stock as listed on the NYSE American exchange on March 18, 2022. Except for the repricing of the
stock options under the 2019 Plan, all terms and conditions of each stock option remain in full force and effect. For the repricing of
the stock options under the 2019 Plan, the Company (i) modified the exercise price; (ii) will allow cashless exercise as a method of
paying the exercise price, and (iii) will waive a lock-up provision in the stock option agreements. All other term and conditions of
each of the stock options under the 2019 Plan remain in full force and effect.

 The
Stock Option Repricing of approximately 4,343,017 stock option grants (for 340 employees) that were issued to employees of the Company,
including senior management, resulted in incremental cost of $ 6,061, of which $ 143 was recognized at the time of the Stock Option Repricing
for the fully vested awards and included on the consolidated statements of operations, and $ 5,918 will recognized over the remaining
vesting term of the original award at the repricing date.

with respect to stock-based compensation cost and unrecognized stock-based compensation cost related to the common stock options is provided
under the heading Stock-Based Compensation.

 ABG
Warrants

 In
connection with the Licensing Agreement and issuance of the ABG Warrants to purchase up to 999,540 shares of the Company's common
stock, the Company recorded the issuance of the warrants as stock-based compensation with the fair value of the warrants measured at
the time of issuance and expensed over the requisite service period.

 A
summary of the ABG Warrant activity during the year ended December 31, 2023 is as follows:

 Schedule of Warrants Activity

 Number of Shares

 Remaining

Contractual

 Life

 Unvested

 Exercise Price

 (in years)

 ABG Warrants outstanding at January 1, 2023

 599,724

 399,816

 $
 11.55

 6.46

 -

 -

 ABG Warrants outstanding at December 31, 2023

 599,724

 399,816

 11.55

 5.46

 There
was no intrinsic value of exercisable but unexercised in-the-money ABG Warrants as of December 31, 2023 based on a fair market value
of the Company's common stock of $ 2.38 per share on December 31, 2023. Information on the acceleration of the vesting of the ABG
Warrants is provided in Note 28.

 The
exercise prices of the ABG Warrants outstanding and exercisable are as follows as of December 31, 2023.

 Schedule of Exercise Prices of Common Stock Options

 Outstanding

 Exercisable

 Price

 $
 9.24

 749,655

 299,862

 $
 18.48

 249,885

 99,954

 999,540

 399,816

with respect to compensation cost and unrecognized compensation cost related to the ABG Warrants is provided under the heading Stock-Based
Compensation.

 F- 49

 Publisher
Partner Warrants

 Publisher
Partner Warrants – Publisher Partner Warrants outstanding as of January 1, 2023, totaling 4,154, expired during the year ended
December 31, 2023. As of December 31, 2023, there are no Publisher Partner Warrants outstanding.

 New
Publisher Partner Warrants

 A
summary of the New Publisher Partner Warrants activity during the year ended December 31, 2023 is as follows:

 Schedule of Warrants Activity

 Remaining

 Contractual

 Number of

 Life

 Price

 (in Years)

 New Publisher Partner Warrants outstanding at January 1, 2023

 -

 $
 -

 -

 Granted

 9,800

 6.91

 -

 New Publisher Partner Warrants outstanding at December 31, 2023

 9,800

 6.91

 4.15

 New Publisher Partner Warrants exercisable at December 31, 2023

 1,084

 10.56

 3.92

 New Publisher Partner Warrants not vested at December 31, 2023

 8,716

 New Publisher Partner Warrants available for future grants at December 31, 2023

 23,000

 There
was no intrinsic value of exercisable but unexercised in-the-money New Publisher Partner Warrants since the fair market value of $ 2.38
per share of the Company's common stock was lower than the exercise prices on December 31, 2023.

 The
exercise prices of the New Publisher Partner Warrants outstanding and exercisable are as follows as of December 31, 2023.

 Schedule of Exercise Prices of Common Stock Options

 Outstanding

 Exercisable

 Price

 $
 5.30

 6,800

 -

 $
 10.56

 3,000

 1,084

 9,800

 1,084

 Stock-Based
Compensation

 Stock–based
compensation and equity-based expense charged to operations or capitalized during the years ended December 31, 2023 and 2022 are summarized
as follows:

 Summary of Stock-based Compensation

 Year Ended December 31, 2023

 Stock

Stock Options

 ABG Warrants

 Totals

 $
 2,092

 4,460

 $
 6,562

 1,402

 -

 1,659

 6,372

 3,457

 1,010

 10,839

 Total costs charged to operations

 8,721

 9,319

 1,020

 19,060

 Capitalized platform development

 -

 1,016

 -

 1,016

 Total stock-based compensation

 $
 8,721

 10,335

 1,020

 $
 20,076

 F- 50

 Year Ended December 31, 2022

 Stock

Stock Options

 ABG Warrants

 Totals

 $
 3,730

 $
 6,505

 $
 -

 $
 10,235

 2,502

 -

 2,772

 9,067

 7,776

 1,495

 18,338

 Total costs charged to operations

 13,067

 16,783

 1,495

 31,345

 Capitalized platform development

 -

 1,884

 -

 1,884

 Total stock-based compensation

 $
 13,067

 $
 18,667

 $
 1,495

 $
 33,229

 Unrecognized
compensation expense related to the stock-based compensation awards and equity-based awards as of December 31, 2023 was as follows:

 Schedule of Unrecognized Compensation Expense

 Stock

Stock Options

 ABG Warrants

 Totals

 Unrecognized compensation expense

 $
 1,191

 $
 4,192

 $

 $
 5,409

 Weighted average period expected to be recognized (in years)

 1.84

 1.33

 2.01

 1.45

 23. Liquidated Damages

the years December 31, 2023 and 2022, the Company recorded liquidated damages of $ 583 and $ 1,140 (including accrued interest of $ 583
and $ 652), respectively. During the year December 31, 2022, liquidated damages of $ 488 were recorded as a result of Registration Rights
Damages resulting from not registering the Series K convertible preferred stock timely.

 24. Income Taxes

 The
components of the (provision) benefit for income taxes consist of the following:

 Schedule of Income Taxes

 2023

 2022

 2023

 2022

 Current tax (provision) benefit:

 Federal

 $
 -

 $
 -

 State and local

 ( 88
)

 ( 77
)

 Total current tax (provision) benefit

 ( 88
)

 ( 77
)

 Deferred tax (provision) benefit:

 Federal

 ( 57
)

 State and local

 ( 77
)

 Total deferred tax (provision) benefit

 ( 134
)

 1,140

 Total income tax (provision) benefit

 $
 ( 222
)

 $
 1,063

 F- 51

 The
components of deferred tax assets and liabilities were as follows:

 Schedule of Components of Deferred Tax Assets and Liabilities

 2023

 2022

 2023

 2022

 Deferred tax assets:

 Net operating loss carryforwards

 $
 52,353

 $
 51,023

 Interest limitation carryforward

 10,028

 5,444

 Tax credit carryforwards

 Allowance for doubtful accounts

 Accrued expenses and other

 1,340

 Lease termination

 1,017

 1,869

 Liquidated damages

 1,717

 5,148

 3,744

 7,229

 6,931

 Operating lease liability

 Depreciation and amortization

 4,146

 3,706

 Deferred tax assets

 82,316

 76,913

 Valuation allowance

 ( 76,367
)

 ( 65,406
)

 Total deferred tax assets

 5,949

 11,507

 Deferred tax liabilities:

 Acquisition-related intangibles

 ( 6,548
)

 ( 11,972
)

 Total deferred tax liabilities

 ( 6,548
)

 ( 11,972
)

 Net deferred tax liabilities

 $
 ( 599
)

 $
 ( 465
)

 The
Company must make judgements as to the realization of deferred tax assets that are dependent upon a variety of factors, including the
generation of future taxable income, the reversal of deferred tax liabilities, and tax planning strategies. To the extent that the Company
believes that recovery is not likely, it must establish a valuation allowance. A valuation allowance has been established for deferred
tax assets which the Company does not believe meet the "more likely than not" criteria. The Company's judgments regarding
future taxable income may change due to changes in market conditions, changes in tax laws, tax planning strategies or other factors.
If the Company's assumptions and consequently its estimates change in the future, the valuation allowances it has established may
be increased or decreased, resulting in a respective increase or decrease in income tax expense. Based upon the Company's historical
operating losses and the uncertainty of future taxable income, the Company has provided a valuation allowance primarily against its deferred
tax assets up to the deferred tax liabilities, except for deferred tax liabilities on indefinite lived intangible assets, as of December
31, 2023 and 2022.

 As
of December 31, 2023, the Company had federal, state, and local net operating loss carryforwards available of $ 193,801, $ 145,968 and
$ 53,002 respectively, to offset future taxable income. Net operating losses for U.S. federal tax purposes of $ 138,243 do not expire (limited
to 80% of taxable income in a given year) and $ 55,558 will expire, if not utilized, through 2037 in various amounts. As of December 31,
2022, the Company had federal, state, and local net operating loss carryforwards available of $ 190,070, $ 133,419 and $ 51,503, respectively,
to offset future taxable income

 Sections
382 and 383 of the Internal Revenue Code imposes restrictions on the use of a corporation's net operating losses, as well as certain
recognized built-in losses and other carryforwards, after an ownership change occurs. A section 382 ownership change occurs if one or
more stockholders or groups of stockholders who own at least 5% of the Company's common stock increase their ownership by more
than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Future issuances or sales of the
Company's common stock (including certain transactions involving the Company's common stock that are outside of the Company's
control) could also result in an ownership change under section 382. If an ownership change occurs, Section 382 would impose an annual
limit on the amount of pre-change net operating losses and other losses the Company can use to reduce its taxable income generally equal
to the product of the total value of the Company's outstanding equity immediately prior to the ownership change (subject to certain
adjustments) and the long-term tax exempt interest rate for the month of the ownership change.

 F- 52

 The
Company believes that it did have a change in control under these sections in connection with its recapitalization on November 4, 2016
and utilization of the carryforwards would be limited such that the majority of the carryforwards will never be available. Accordingly,
the Company has not recorded those net operating loss carryforwards and credit carryforwards in its deferred tax assets. The Company
completed a preliminary section 382 analysis as of December 31, 2023 and 2022 and concluded it may have experienced an ownership change
as a result of certain equity transactions during the rolling three-year period of 2021 to 2023. The Company concluded that its federal
net operating loss carryforwards, including any net operating loss carryforwards as a result of the mergers during 2018 and 2019, resulted
in annual limitations on the overall net operating loss carryforward and that an ownership change, if any, would impose an annual limit
on the net operating loss carryforwards and could cause federal income taxes (similar provisions apply for state and local income taxes)
to be paid earlier than otherwise would be paid if such limitations were not in effect. The federal, state, and local net operating loss
carryforwards are stated net of any such anticipated limitations as of December 31, 2023 and 2022.

 The
provision (benefit) for income taxes on the statements of operations differs from the amount computed by applying the statutory federal
income tax rate to loss before the benefit for income taxes, as follows:

 Schedule of Tax Benefit and Effective Income Tax

 2023

 2022

 Percent

 Percent

 Federal benefit expected at statutory rate

 $
 ( 11,626
)

 21.0
 %

 $
 ( 14,375
)

 21.0
 %

 State and local taxes, net of federal benefit

 ( 2,526
)

 4.6
 %

 ( 3,429
)

 5.0
 %

 3,472

 - 6.3
 %

 3,894

 - 5.7
 %

 ( 562
)

 1.0
 %

 ( 696
)

 1.0
 %

 Interest expense

 - 0.1
 %

 - 0.1
 %

 Gain upon debt extinguishment

 -

 0.0
 %

 ( 760
)

 0.0
 %

 Other differences, net

 - 1.2
 %

 ( 997
)

 1.6
 %

 Valuation allowance

 10,961

 - 19.8
 %

 14,959

 - 21.9
 %

 Other permanent differences

 ( 237
)

 0.4
 %

 - 0.4
 %

 Income tax provision (benefit) and effective income tax rate

 $

 - 0.4
 %

 ( 1,063
)

 1.6
 %

 The
Company recognizes the tax benefit from uncertain tax positions only if it is "more likely than not" that the tax positions
will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based
on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest
and penalties related to income tax matters in income tax expense. The Company is also required to assess at each reporting date whether
it is reasonably possible that any significant increases or decreases to its unrecognized tax benefits will occur during the next 12
months.

 The
Company did not recognize any uncertain tax position, or any accrued interest and penalties associated with uncertain tax positions for
the years ended December 31, 2023 and 2022. The Company files tax returns in the U.S. federal jurisdiction and New York, California,
and other states. The Company is generally subject to examination by income tax authorities for three years from the filing of a tax
return, therefore, the federal and certain state returns from 2020 forward and the California returns from 2019 forward are subject to
examination. The Company currently is under examination by a state tax authority.

 25. Pension Plans

 The
Company has a qualified 401(k) defined contribution plan that allows eligible employees of the Company to participate in the plan, subject
to limitations. The plan allows for discretionary matching contributions by the Company, up to 4% of eligible annual compensation made
by participants of the plan. The Company contributions to the plan were $ 2,125 and $ 1,808 for the years ended December 31, 2023 and 2022,
respectively.

 F- 53

 26. Related Party Transactions

 Principal
Stockholders

 The
Company has an outstanding obligation with Renew, an affiliated entity of Simplify, where Renew purchased the all the outstanding
debt held by BRF Finance Co., LLC ("BRF") an affiliated entity of B. Riley Financial, Inc. ("B. Riley") (as
further described below), who now holds the debt in its capacity as agent for the purchasers and as purchaser, pursuant to the third
amended and restated note purchase agreement entered into on December 15, 2022 (the "Note Purchase Agreement"), as
amended by the first amendment to the Note Purchase Agreement on August 14, 2023 (the "First Amendment") with an
effective date of August 31, 2023, as further amended by the second amendment to the Note Purchase Agreement on December 1, 2023
(the "Second Amendment"). The Note Purchase Agreement contains provisions related to the 2023 Notes, Senior Secured
Notes, Delayed Draw Term Notes and 2022 Bridge Notes, all as further described above and referred to as the "Notes". Under the terms of the
Note Purchase Agreement, First Amendment and Second Amendment, in the event there is a mandatory prepayment requirement, the
principal payment of the Notes will be applied to: (1)
the 2023 Notes until paid in full; (2) then to the 2022 Bridge Notes until paid in full; (3) then to the Delayed Draw Terms Notes
until paid in full; and (4) then to the Senior Secured Notes. All borrowings under the Notes are collateralized by substantially all
assets of the Company secured by liens and guaranteed by the Company's subsidiaries. The Notes provide for a default interest
rate equal to the rate of interest in effect at the time of default plus 4.0%, along with other provision for acceleration of the
Notes under certain conditions. The Notes provide for certain affirmative covenants, including certain financial reporting
obligations.

 On
November 30, 2023, Simplify entered into a stock purchase and assignment agreement (the "Stock Purchase Agreement"),
pursuant to which it purchased an aggregate of 10,512,236
shares of the Company's common stock for aggregate consideration of $ 30,485
on December 1, 2023 from B. Riley and other affiliated entities of B. Riley and certain other sellers (collectively the "Sellers"),
resulting in Simplify becoming a principal stockholder and the Sellers no longer owning any of the Company's common stock.

 On
November 30, 2023, Renew, an affiliated entity of Simplify and a principal stockholder, and BRF, an affiliate of the Sellers, entered into a securities purchase
and assignment agreement (the "Debt Purchase Agreement"), pursuant to which BRF sold and assigned to Renew all of BRF's
rights, duties, liabilities and obligations pursuant to the Note Purchase Agreement, as amended, and the Notes purchased thereunder and
the collateral securing such Notes on December 1, 2023 (further details are provided under the heading Arena Loan Agreement
 in Note 28), resulting in BRF no longer holding any debt securities of the Company. The aggregate principal balance under the Notes was $ 110,691 at the time of purchase by Renew.

 As
of November 30, 2023, Daniel Shribman, Chief Investment Officer of BRF, and Todd Sims, President of B. Riley Venture Capital, a subsidiary
of BRF, resigned as members of the Board of the Company.

 For
the years ended December 31, 2023 and 2022, the Company paid in cash interest of $ 9,068 and $ 7,132, respectively, on the Notes due to
BRF, an affiliated of B. Riley, a former principal stockholder.

 For
the year ended December 31, 2023, the Company incurred interest of $ 2,797 for the period from October 1, 2023 to December 31, 2023 on
the Notes held by Renew, an affiliated entity of Simplify, a principal stockholder, where the Company defaulted on the payment of $ 2,797
interest due on December 29, 2023.

 On
March 31, 2023, in connection with the registered direct offering, the Company entered into common stock purchase agreements for 1,009,021
shares of the Company's common stock for a total of $ 3,915 in gross proceeds with B. Riley, a former principal stockholder, at
a price per share of $ 3.88 per share.

 On
August 10, 2023, the Series H Preferred Stock automatically converted into shares of the Company's common stock at the conversion
price of $ 7.26 per share, of which 134,550 shares were issued to B. Riley, a former principal stockholder.

 F- 54

 On
August 31, 2023, September 29, 2023 and November 27, 2023, in connection with the 2023 Notes, BRF, an affiliated entity of B. Riley,
a former principal stockholder, issued $ 5,000, $ 1,000 and $ 2,000, respectively, in aggregate principal amount under the 2023 Note, where
the Company incurred fees of $ 357.

 The
Company entered into transactions with B. Riley, a former principal stockholder, where it borrowed funds under the 2022 Bridge Notes
of $ 36,000 during the year ended December 31, 2022.

 For
the year ended December 31, 2022, the Company had certain transactions with B. Riley, a former principal stockholder, where it paid fees
associated with the common stock public offering totaling $ 2,440.

 Registered
Direct Offering

 On
March 31, 2023, in connection with the registered direct offering, the Company entered into common stock purchase agreements for 317,518
shares of the Company's common stock for a total of $ 1,232 in gross proceeds with certain directors and affiliates, at a price
of $ 3.88 per share, as follows: (i) 64,000 shares for $ 248 to H. Hunt Allred, a director, through certain trusts ( 32,000 shares are directly
beneficially owned by the Allred 2002 Trust - HHA and 32,000 shares are directly beneficially owned by the by Allred 2002Trust - NLA);
(ii) 195,529 shares for $ 759 to 180 Degree Capital Corp, a beneficial holder of more than 5% of the Company's common stock; (iii)
 25,773 shares for $ 100 to Daniel Shribman, a former director; (iv) 25,773 shares for $ 100 to Ross Levinsohn, a former director and the
Company's former Chief Executive Officer; and (v) 6,443 shares for $ 25 to Paul Edmonson, an executive officer.

 Repurchases
of Restricted Stock

 On
December 15, 2020, the Company entered into an amendment for certain restricted stock awards and units that were previously issued to
certain employees in connection with the HubPages merger, pursuant to which the Company agreed to repurchase from certain key personnel
of HubPages, Inc., including Paul Edmondson, one of the Company's officers, and his spouse, an aggregate of 764 shares of the Company's
common stock at a price of $ 88.00 per share each month for a period of 24 months, for aggregate proceeds to Mr. Edmondson and his spouse
of $ 67 per month. For year ended December 31, 2022, the Company paid Mr. Edmonson and his spouse $ 269 for 3,056 shares of the Company's
common stock.

 27. Commitments and Contingencies

 Claims
and Litigation – From time to time, the Company may be subject to claims and litigation arising in the ordinary course of
business. The Company is not currently a party to any pending or threatened legal proceedings that it believes would reasonably be
expected to have a material adverse effect on the Company's business, financial condition, results of operations or cash
flows. Further information is provided under the heading Legal Contingencies in Note 28.

 In
connection with the Athlon working capital adjustment (as previously disclosed in Note 4), the Company prepared the working capital adjustment.
The sellers are challenging the Company's adjustments and both parties have agreed to a standstill and tolling agreement while
the adjustments are being reviewed and discussed. The amount due from this challenge, if any, is not estimatable as of the issuance date
of these consolidated financial statements.

 Royalty
Fees – The Company guaranteed minimum annual royalties of $ 15,000 to ABG. The initial term of the minimum guarantee will expire
December 31, 2029. Further details are provided under the heading Sports Illustrated Licensing Termination Rights in Note 28.

 28. Subsequent Events

 The
Company performed an evaluation of subsequent events through the date of filing of these consolidated financial statements with the SEC.
Other than the below described subsequent events, there were no material subsequent events which affected, or could affect, the amounts
or disclosures on the consolidated financial statements.

 F- 55

 Arena Loan Agreement

 On
January 5, 2024, as part of negotiations with Renew, in connection with the Company's failure on December 29, 2023 to make the
interest payment due on the Arena Loan Agreement, dated December 15, 2022 held by Renew (the "Arena Notes") in the
amount of $ 2,797,
that resulted in an event of default under the Arena Notes (the "Arena Notes Default"), Renew agreed in writing to a
forbearance period through March 29, 2024, subject to the Company retaining a chief restructuring officer acceptable to
Renew, while reserving its rights and remedies. The outstanding principal on the Arena Notes was $ 110,691
as of December 31, 2023. In addition, while the Company continues discussions with Renew to restructure and/or amend the Arena
Notes, the Board engaged, and Renew accepted, FTI Consulting Inc., ("FTI"), a global business advisory firm, to assist
the Company with its turnaround plans and forge an expedited path to sustainable positive cash flow and earnings to create
shareholder value (the "FTI Engagement"). In connection with the FTI Engagement, Jason Frankl, a senior managing
director of FTI, was appointed as the Company's Chief Business Transformation Officer. He was later appointed as interim
President in addition to his role as the Company's Chief Business Transformation Officer, as referenced below.

 On March 27, 2024, the
forbearance period was extended through the earlier of the following: (a) April 30, 2024; (b)
the occurrence of the closing of the Business Combination (as further described below) and (c) the termination of the Business Combination
prior to closing.

 Sports
Illustrated License Termination Rights

 On
January 2, 2024, the Company failed to make a quarterly payment due to ABG, pursuant to the Licensing Agreement, of $ 3,750 (the "ABG
Default"). On January 3, 2024, ABG issued a notice of breach with the intent to exercise its right of termination. On January 18,
2024, ABG notified the Company of its intention to terminate the Licensing Agreement, effective immediately, in accordance with its rights
under the Licensing Agreement. Upon such termination, a fee of $ 45,000 became immediately due and payable by the Company to ABG pursuant
to the terms and conditions of the Licensing Agreement. On March 18, 2024, ABG announced it had reached an agreement in principle with
a third party that will become the new operator of the Sports Illustrated media business. The Company is engaging in continuing discussions
with ABG regarding the timing and terms of the transition of the Sports Illustrated media business to this third party.

 ABG
Warrants

 On
January 2, 2024, in connection with the ABG Default, the Performance-Based Warrants totaling 599,724 vested as a result of the default
pursuant to certain provisions where all of the warrants automatically vest upon certain terminations of the Licensing Agreement by ABG.

 Resignation
and Appointments

 On January 3, 2024, the Board appointed
Jason Frankl as Chief Business Transformation Officer of the Company, effective immediately, reporting directly to the Board.

 On
January 4, 2024, the Board accepted the resignation of Manoj Bhargava from his position as interim Chief Executive Officer effective
immediately.

 On
January 19, 2024, the Company accepted the resignation of Ross Levinsohn, the Company's former Chief Executive Officer and Chairman
of the Board.

 On
January 23, 2024, the Board appointed Jason Frankl as interim President of the Company, effective immediately, reporting directly to
the Board.

 On
January 23, 2024, the Board appointed Cavitt Randall as Chairman of the Board, effective immediately.

 On
February 9, 2024, the Board appointed Cavitt Randall as the Company's Chief Executive Officer, effective February 13, 2024.

 On
February 16, 2024, the Board appointed Manoj Bhargava as the Company's Co-President, effective immediately.

 F- 56

Combination

 On
February 9, 2024, New Arena Holdco, Inc. ("New Arena"), a wholly owned subsidiary of the Company, filed a Registration Statement
on Form S-4 (File No. 333-276999) with the SEC in connection with the Business Combination Agreement by and among the Company, Simplify,
Bridge Media Networks, LLC ("Bridge Media"), New Arena and the other parties dated November 5, 2023, as amended on December
1, 2023 (the "Transaction Agreement"), that provides for the Company to combine its operations with those of Bridge Media,
a wholly owned subsidiary of Simplify by way of a series of mergers with and among New Arena (the "Mergers"), subject to
customary conditions, including the approval by the Company's shareholders and certain regulatory approvals. Immediately following
the Mergers, the Transaction Agreement provides for: (i) the purchase by The Hans Foundation USA, a nonprofit nonstock corporation (the
"Hans Foundation") of 25,000 shares of New Arena Series A Preferred Stock, par value $ 0.0001 per share, at a purchase price
of $ 1,000.00 per share, for an aggregate purchase price of $ 25,000 (such amount, the "Preferred Stock Financing Amount,"
and such financing, the "Preferred Stock Financing") pursuant to the subscription agreement, dated as of November 5, 2023
(the "Preferred Stock Subscription Agreement"), by and between New Arena and the Hans Foundation; and (ii) the purchase by
5-Hour International Corporation Pte. Ltd. ("5-Hour") of 5,000,000 shares of New Arena common stock, par value $ 0.0001 per
share at a purchase price of $ 5.00 per share, for an aggregate purchase price of $ 25,000 (such amount, the "Common Stock Financing
Amount," such financing, the "Common Stock Financing") pursuant to the subscription agreement, dated as of November
5, 2023 (the "Common Stock Subscription Agreement"), by and between New Arena and 5-Hour. Further, concurrently with the
closing of the Mergers, pursuant to that certain Committed Equity Facility Term Sheet, dated November 5, 2023, by and between Arena and
Simplify (the "Committed Equity Facility Term Sheet"), New Arena will enter into a Stock Purchase Agreement (the "Stock
Purchase Agreement") with Simplify, pursuant to which Simplify will agree to purchase, at New Arena's request, up to $ 20,000
in aggregate purchase price of shares of New Arena common stock from time to time during the 12 months following the closing date at
a price per share equal to the lesser of (i) the volume-weighted average price of the New Arena common stock for the last sixty trading
days prior to the purchase date and (ii) $ 3.86 per share (the "Equity Line of Credit"), along with New Arena 60,000 shares
of New Arena's common stock as payment of a 1.5 % commitment fee.

 Immediately
following the closing, (i) Simplify will own approximately 79 % of the outstanding shares of New Arena common stock, par value $ 0.0001
per share, on a fully diluted basis, (ii) 5-Hour will own approximately 6 % of the outstanding New Arena common stock and (iii) former
Arena stockholders will own the remaining outstanding New Arena common stock. Such amounts exclude the ownership of shares of New Arena
common stock that may be issued from time to time pursuant to the Equity Line of Credit. Following the closing, Arena common stock will
be delisted from the NYSE American and deregistered under the Securities Exchange Act of 1934, as amended, and cease to be publicly traded.
New Arena and its subsidiaries will operate under Arena's current name "The Arena Group Holdings, Inc." The Company anticipates that New Arena
common stock will be traded on the NYSE American under Arena's current stock ticker symbol "AREN."

Stock Private Placement

 On
February 14, 2024, the Company entered into a subscription agreement (the "Subscription Agreement") with Simplify, pursuant
to which the Company agreed to sell and issue to Simplify in a private placement (the "Private Placement") an aggregate of
 5,555,555 shares (the "Private Placement Shares") of the Company's common stock, par value $ 0.01 per share, at a purchase
price of $ 2.16 per share, a price equal to the 60-day volume weighted average price of the Company's common stock. The Private
Placement closed on February 14, 2024 and the Company received net proceeds from the Private Placement of approximately $ 12,000. The
Company intends to use the net proceeds from the Private Placement for working capital and general corporate purposes. Prior to the consummation
of the Private Placement, the Company's public stockholders held a majority of the outstanding shares of the Company's common
stock. Following the issuance of the Private Placement Shares to Simplify, Simplify owns approximately 54.5 % of the outstanding shares
of the Company's common stock, resulting in a change in control. As a result, Simplify has the ability to determine the outcome of any issue submitted to the Company's
stockholders for approval, including the election of directors. The funds used by Simplify to purchase the Private Placement Shares came
from the working capital of Simplify.

 F- 57

 Arena
Credit Agreement Default

 The
Arena Notes Default created an event of cross-default under the Arena Credit Agreement with SLR (the "SLR Default"), resulting
in SLR no longer providing for any additional funding under the debt, while paying down the debt with payments received from the
Company's customers in accordance with the terms of the agreement. The Company has refinanced the line of credit with a new
credit facility with Simplify (as described below under the heading Simplify Loan). As of the issuance date of the
consolidated financial statements, there was no principal amount due under the Arena Credit Agreement.

 Fexy
Put Option

 On
February 15, 2024, in connection with the contingent consideration related to the acquisition of Fexy Studios, the Company agreed to
pay the amount due of $ 2,478 in four (4) equal installments of approximately $ 620 starting February 16, 2024 and then on the 15th day
of each March, April and May of 2024 comprised of the following: (i) $2,225 pursuant to the put option where the Company gave the recipients
of the contingent consideration a right to put their 274,692 shares of the Company's common stock; (ii) $200 deferred payment due
under the purchase agreement; and (iii) $53 in other costs and reimbursable transition expenses payable.

 Simplify
Loan

 On
March 13, 2024, the Company entered into a working capital loan with Simplify (the "Simplify Loan"), pursuant to which the Company has available up to
$ 25,000 at 10 %
interest rate per annum. The loan is secured by certain assets of the Company. On closing, the Company borrowed
$ 7,748,
of which $ 3,448
was used to repay the outstanding loan balance, accrued interest, certain fees and contingency reserves under the Arena Credit
Agreement.

 Legal Contingencies

 On January 30, 2024, the former President of
Media filed an action against the Company and Manoj Bhargava, alleging claims for breach of contract, failure to pay wages and defamation, among
other things, in the United States District Court of the Southern District of New York, and seeking damages in an unspecified amount.
The Company believes that it has strong defenses to these claims and intends to vigorously defend itself and the allegations
made in this lawsuit.

 On March 21, 2024, the former CEO and Chairman of
the Board filed an action against the Company, members of the Board of directors and Simplify, alleging claims for retaliation, breach
of contract, wrongful termination and age discrimination, among other things, in the Superior Court of the State of California seeking
damages in an amount of $ 20,000. The Company believes that it has strong defenses to these claims and intends to vigorously
defend itself and the allegations made in this lawsuit.

 Common Stock

 From January 1, 2024 through the date these consolidated
financial statements were issued, the Company issued 378,292 shares of its common stock as follows: (i) 36,608 shares to members of the
Board; (ii) 256,853 shares pursuant to vested restricted stock units that were released; and (iii) 84,831 shares to certain former employees.

 Compensation
Plans

 From
January 1, 2024 through the date these consolidated financial statements were issued, the Company granted common stock options and restricted
stock units totaling 22,843 and 222,396, respectively, to acquire shares of the Company's common stock to officers, directors,
employees and consultants.

 F- 58