BZFD

Business Context and Reporting Period

This Form 8-K reports the consummation of a business combination on December 3, 2021 (the "Closing Date"). 890 5th Avenue Partners, Inc. merged with and into BuzzFeed, Inc. in a two-step merger, and the surviving entity was renamed "BuzzFeed, Inc." (New BuzzFeed). Concurrently, New BuzzFeed acquired 100% of the membership interests of CM Partners, LLC (Complex Networks). The company ceased to be a shell company and commenced trading on the Nasdaq Capital Market under the symbols "BZFD" and "BZFDW" on December 6, 2021.

Key Financial Metrics and Capital Structure

Capital Raised and Debt:

• Convertible Notes: Issued $150.0 million aggregate principal amount of unsecured convertible notes due 2026. These notes bear interest at 8.50% per annum and are convertible at an initial price of $12.50 per share.
• Revolving Credit Facility: Entered into a $50.0 million senior secured revolving credit facility maturing December 30, 2023. Borrowings bear interest at LIBOR (floor 0.75%) plus 3.75% to 4.25%.
• Complex Networks Acquisition Consideration: Paid $200 million in cash and issued 10 million shares of New BuzzFeed Class A common stock.

Shareholder Redemptions and Liquidity:

• Redemptions: Holders of 27,133,519 public shares exercised redemption rights, receiving approximately $10.00 per share, totaling $271,349,598.96.
• Trust Account: Approximately $16.2 million remained in the trust account after redemptions and was used to partially fund the Business Combination.
• Outstanding Shares (Post-Closing): 110,789,875 Class A, 15,872,459 Class B, and 6,478,031 Class C shares.

Financial Statements: The filing incorporates by reference historical financial data for BuzzFeed, Complex Networks, and 890 but does not present consolidated revenue, profit, or cash flow figures for the combined entity within the text of this 8-K. Pro forma financial information is attached as Exhibit 99.2.

Material Changes and Corporate Actions

• Merger Completion: The Two-Step Merger was completed, converting legacy BuzzFeed stock into New BuzzFeed stock at a ratio of 0.306 shares of New BuzzFeed Class A for each legacy share (with specific adjustments for Preferred Stock).
• Acquisition of Complex Networks: New BuzzFeed acquired Complex Networks, expanding its portfolio of digital media properties.
• Accounting Firm Change: On December 8, 2021, the Board dismissed Marcum LLP and engaged Deloitte & Touche LLP as the independent registered public accounting firm. This change followed a material weakness in internal controls identified by management regarding the accounting for complex features of Class A common stock and warrants, which resulted in a restatement of interim financial statements for Q1 and Q2 2021.
• Management Changes: Former 890 leadership (including CEO Emiliano Calemzuk and CFO Michael Del Nin) resigned. Jonah Peretti was appointed CEO and Chair of the Board. Felicia DellaFortuna was appointed CFO.

Guidance, Risks, and Contingencies

Forward-Looking Statements: The filing includes standard cautionary language regarding expectations of realizing benefits from the Business Combination, retaining key employees, and future financial performance. No specific quantitative guidance or revenue projections are provided in this text.

Risks and Covenants:

• Debt Covenants: The Revolving Credit Facility requires the company to maintain at least $25.0 million of unrestricted cash at all times. The Indenture for the Convertible Notes includes restrictive covenants limiting additional debt, liens, and asset sales.
• Escrow Arrangement: 1,200,000 shares held by the Peretti Parties are subject to an escrow agreement. If the share price is below $12.50 on the Transfer Date, a portion of these shares will be transferred to NBCUniversal as a "make-whole" payment.
• Legal Proceedings: Reference is made to legal proceedings described in the Proxy Statement/Prospectus, incorporated by reference.

Investor Verification Checklist

• Pro Forma Financials: Review Exhibit 99.2 for unaudited pro forma condensed combined financial information to understand the combined entity's financial position as of September 30, 2021.
• Internal Controls: Verify the status of remediation for the material weakness in internal controls that led to the restatement of 890's interim financial statements and the change in auditors.
• Debt Obligations: Confirm the terms of the $150 million convertible notes (8.5% interest, 2026 maturity) and the $50 million credit facility, specifically the $25 million unrestricted cash covenant.
• Share Ownership: Review the beneficial ownership table to understand the voting power concentration, particularly the Sponsor's (200 Park Avenue Partners, LLC) and Jonah Peretti's combined control via Class B shares and voting agreements.
• Escrow Conditions: Monitor the "Transfer Date" share price relative to the $12.50 threshold to determine if the escrowed shares will be released to the Peretti Parties or transferred to NBCUniversal.