MemGPT/example-sec-filings · Datasets at Hugging Face

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outcome of the events described in these forward-looking statements is
subject to risks, uncertainties, and other factors described in the
section titled "isk Factors"and elsewhere in this Annual Report on Form
10-K. Moreover, we operate in a highly competitive and rapidly changing
environment. New risks and uncertainties emerge from time to time, and
it is not possible for us to predict all risks and uncertainties that
could have an impact on the forward-looking statements contained in this
Annual Report on Form 10-K. The results, events, and circumstances
reflected in the forward-looking statements may not be achieved or
occur, and actual results, events, or circumstances could differ
materially from those described in the forward-looking statements.

The forward-looking statements made in this Annual Report on Form 10-K
relate only to events as of the date on which the statements are made
available. We undertake no obligation to update any forward-looking
statements made in this Annual Report on Form 10-K to reflect events or
circumstances after the date of this Annual Report on Form 10-K or to
reflect new information or the occurrence of unanticipated events,
except as required by law. We may not actually achieve the plans,
intentions, or expectations disclosed in our forward-looking statements,
and you should not place undue reliance on our forward-looking
statements. Our forward-looking statements do not reflect the potential
impact of any future acquisitions, mergers, dispositions, joint
ventures, or investments we may make.

1

In addition, statements that "e believe"and similar statements reflect
our beliefs and opinions on the relevant subject. These statements are
based upon information available to us as of the date of this Annual
Report on Form 10-K, and while we believe such information forms a
reasonable basis for such statements, such information may be limited or
incomplete, and our statements should not be read to indicate that we
have conducted an exhaustive inquiry into, or review of, all potentially
available relevant information. These statements are inherently
uncertain, and you are cautioned not to unduly rely upon these
statements.

You should read this Annual Report on Form 10-K and the documents that
we reference in this Annual Report on Form 10-K and have filed as
exhibits to this Annual Report on Form 10-K, completely and with the
understanding that our actual future results may be materially different
from what we expect. We qualify all of the forward-looking statements in
this Annual Report on Form 10-K by these cautionary statements.

Risk Factors Summary

The following is a summary of the principal risks that could materially
adversely affect our business, results of operations, and financial
condition, all of which are more fully described in the section titled
"isk Factors."This summary should be read in conjunction with the "isk
Factors"section and should not be relied upon as an exhaustive summary
of the material risks facing our business.

•Our revenue growth rate has slowed over time, and we expect it to
continue to slow in the future.

•If we fail to retain existing Hosts or add new Hosts, or if Hosts fail
to provide high-quality stays and experiences, our business, results of
operations, and financial condition would be materially adversely
affected.

•If we fail to retain existing guests or add new guests, our business,
results of operations, and financial condition would be materially
adversely affected.

•Any decline or disruption in the travel and hospitality industries or
economic downturn could materially adversely affect our business,
results of operations, and financial condition.

•The COVID-19 pandemic has materially adversely impacted, and may
continue to adversely impact, our business, results of operations, and
financial condition.

•We have previously incurred net losses and our Adjusted EBITDA and Free
Cash Flow have declined in prior periods. We may once again incur net
losses and experience a decline in Adjusted EBITDA and Free Cash, and we
may not be able to sustain profitability.

•The business and industry in which we participate are highly
competitive, and we may be unable to compete successfully with our
current or future competitors.

•Laws, regulations, and rules that affect the short-term rental,
long-term rental, and home sharing business have limited and may
continue to limit the ability or willingness of Hosts to share their
spaces over our platform and expose our Hosts or us to significant
penalties, which have had and could continue to have a material adverse
effect on our business, results of operations, and financial condition.

•We are subject to a wide variety of complex, evolving, and sometimes
inconsistent and ambiguous laws and regulations that may adversely
impact our operations and discourage Hosts and guests from using our
platform, and that could cause us to incur significant liabilities
including taxes, compliance costs, fines, and criminal penalties, which
could have a material adverse effect on our business, results of
operations, and financial condition.

•Maintaining and enhancing our brand and reputation is critical to our
growth, and negative publicity could damage our brand and thereby harm

outcome of the events described in these forward-looking statements is

subject to risks, uncertainties, and other factors described in the

section titled "isk Factors"and elsewhere in this Annual Report on Form

10-K. Moreover, we operate in a highly competitive and rapidly changing

environment. New risks and uncertainties emerge from time to time, and

it is not possible for us to predict all risks and uncertainties that

could have an impact on the forward-looking statements contained in this

Annual Report on Form 10-K. The results, events, and circumstances

reflected in the forward-looking statements may not be achieved or

occur, and actual results, events, or circumstances could differ

materially from those described in the forward-looking statements.

The forward-looking statements made in this Annual Report on Form 10-K

relate only to events as of the date on which the statements are made

available. We undertake no obligation to update any forward-looking

statements made in this Annual Report on Form 10-K to reflect events or

circumstances after the date of this Annual Report on Form 10-K or to

reflect new information or the occurrence of unanticipated events,

except as required by law. We may not actually achieve the plans,

intentions, or expectations disclosed in our forward-looking statements,

and you should not place undue reliance on our forward-looking

statements. Our forward-looking statements do not reflect the potential

impact of any future acquisitions, mergers, dispositions, joint

ventures, or investments we may make.

1

In addition, statements that "e believe"and similar statements reflect

our beliefs and opinions on the relevant subject. These statements are

based upon information available to us as of the date of this Annual

Report on Form 10-K, and while we believe such information forms a

reasonable basis for such statements, such information may be limited or

incomplete, and our statements should not be read to indicate that we

have conducted an exhaustive inquiry into, or review of, all potentially

available relevant information. These statements are inherently

uncertain, and you are cautioned not to unduly rely upon these

statements.

You should read this Annual Report on Form 10-K and the documents that

we reference in this Annual Report on Form 10-K and have filed as

exhibits to this Annual Report on Form 10-K, completely and with the

understanding that our actual future results may be materially different

from what we expect. We qualify all of the forward-looking statements in

this Annual Report on Form 10-K by these cautionary statements.

Risk Factors Summary

The following is a summary of the principal risks that could materially

adversely affect our business, results of operations, and financial

condition, all of which are more fully described in the section titled

"isk Factors."This summary should be read in conjunction with the "isk

Factors"section and should not be relied upon as an exhaustive summary

of the material risks facing our business.

•Our revenue growth rate has slowed over time, and we expect it to

continue to slow in the future.

•If we fail to retain existing Hosts or add new Hosts, or if Hosts fail

to provide high-quality stays and experiences, our business, results of

operations, and financial condition would be materially adversely

affected.

•If we fail to retain existing guests or add new guests, our business,

results of operations, and financial condition would be materially

adversely affected.

•Any decline or disruption in the travel and hospitality industries or

economic downturn could materially adversely affect our business,

results of operations, and financial condition.

•The COVID-19 pandemic has materially adversely impacted, and may

continue to adversely impact, our business, results of operations, and

financial condition.

•We have previously incurred net losses and our Adjusted EBITDA and Free

Cash Flow have declined in prior periods. We may once again incur net

losses and experience a decline in Adjusted EBITDA and Free Cash, and we

may not be able to sustain profitability.

•The business and industry in which we participate are highly

competitive, and we may be unable to compete successfully with our

current or future competitors.

•Laws, regulations, and rules that affect the short-term rental,

long-term rental, and home sharing business have limited and may

continue to limit the ability or willingness of Hosts to share their

spaces over our platform and expose our Hosts or us to significant

penalties, which have had and could continue to have a material adverse

effect on our business, results of operations, and financial condition.

•We are subject to a wide variety of complex, evolving, and sometimes

inconsistent and ambiguous laws and regulations that may adversely

impact our operations and discourage Hosts and guests from using our

platform, and that could cause us to incur significant liabilities

including taxes, compliance costs, fines, and criminal penalties, which

could have a material adverse effect on our business, results of

operations, and financial condition.

•Maintaining and enhancing our brand and reputation is critical to our

growth, and negative publicity could damage our brand and thereby harm