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

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property managers reach out to our Hosts and guests to incentivize them
to list or book directly with them and bypass our platform, and certain
Hosts may encourage transactions outside of our platform, which reduces
the use of our platform and services.

Some of our competitors or potential competitors have more established
or varied relationships with consumers than we do, and they could use
these advantages in ways that could affect our competitive position,
including by entering the travel and accommodations businesses. For
example, some competitors or potential competitors are creating
"uper-apps"where consumers can use many online services without leaving
that company' app, e.g., in particular regions, such as Asia, where
e-commerce transactions are conducted primarily through apps on mobile
devices. If any of these platforms are successful in offering services
similar to ours to consumers, or if we are unable to offer our services
to consumers within these super-apps, our customer acquisition efforts
could be less effective and our customer acquisition costs,

11

including our brand and performance marketing expenses, could increase,
any of which could materially adversely affect our business, results of
operations, and financial condition. We also face increasing competition
from search engines including Google. How Google presents travel search
results, and its promotion of its own travel meta-search services, such
as Google Travel and Google Vacation Rental Ads, or similar actions from
other search engines, and their practices concerning search rankings,
could decrease our search traffic, increase traffic acquisition costs,
and/or disintermediate our platform. These parties can also offer their
own comprehensive travel planning and booking tools, or refer leads
directly to suppliers, other favored partners, or themselves, which
could also disintermediate our platform. In addition, if Google or Apple
use their own mobile operating systems or app distribution channels to
favor their own or other preferred travel service offerings, or impose
policies that effectively disallow us to continue our full product
offerings in those channels, it could materially adversely affect our
ability to engage with Hosts and guests who access our platform via
mobile apps or search.

*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.*

Since we began our operations in 2008, there have been and continue to
be legal and regulatory developments that affect the short-term rental,
long-term rental, and home sharing business. Hotels and groups
affiliated with hotels have engaged and will likely continue to engage
in various lobbying and political efforts for stricter regulations
governing our business in both local and national jurisdictions. Other
private groups, such as homeowners, landlords, and condominium and
neighborhood associations, have adopted contracts or regulations that
purport to ban or otherwise restrict short-term rentals, and third-party
lease agreements between landlords and tenants, home insurance policies,
and mortgages may prevent or restrict the ability of Hosts to list their
spaces. These groups and others cite concerns around affordable housing
and over-tourism in major cities among other issues, and some state and
local governments have implemented or considered implementing rules,
ordinances, or regulations governing the short-term or long-term rental
of properties and/or home sharing. For example, in December 2021, the
European Commission closed a consultation in relation to a potential EU
Short Term Rental Instrument which, if enacted, could have a material
impact on the way short-term rentals are regulated in the European Union
and the obligations on platforms (including around data sharing or the
need to enforce registration schemes). In response, in November 2022,
the European Commission proposed a regulation intended to enhance and
harmonize transparency, registration, and reporting requirements for
short term rental platforms. Specific obligations include steps to
enhance the transparency of certain host information on the platform
(such as host registration numbers where required locally) and reporting
by the platform to local authorities (including, for example, Host
information, length of stay, and number of guests). If enacted, this
regulation could have a material impact on the way short-term rentals
are regulated in the European Union and would require additional
resources to assess our compliance and make appropriate adjustments in
order to comply with its requirements. This regulation is intended to
complement the DSA (defined below), such that relevant platforms,
including ours, will be subject to both of these pieces of legislation.

Legislation in other regions also could have a material impact on the
way short-term and long-term rentals are regulated. Such regulations
include ordinances that restrict or ban Hosts from short-term rentals or
long-term rentals, set annual caps on the number of days Hosts can share
their homes, require Hosts to register with the municipality or city, or
require Hosts to obtain permission before offering short-term rentals,
or impose obligations on us to assist in the enforcement of these
regulations. For example, in New York City a law enacted in 2022 limits
the properties that can host short-term rentals. It also contains
several new obligations for short-term rental hosts and platforms. In
addition, some jurisdictions regard short-term rental or home sharing as
"otel use"and claim that such use constitutes a conversion of a
residential property to a commercial property. In November 2022, the
Digital Services Act (the "SA" came into force. The majority of the
substantive provisions of the DSA will begin to take effect between 2023
and 2024. The DSA will govern, among other things, potential liability
for illegal content on platforms, the traceability of traders, and
transparency reporting obligations, including information on "onthly
active recipients"in the European Union. The DSA may increase our

property managers reach out to our Hosts and guests to incentivize them

to list or book directly with them and bypass our platform, and certain

Hosts may encourage transactions outside of our platform, which reduces

the use of our platform and services.

Some of our competitors or potential competitors have more established

or varied relationships with consumers than we do, and they could use

these advantages in ways that could affect our competitive position,

including by entering the travel and accommodations businesses. For

example, some competitors or potential competitors are creating

"uper-apps"where consumers can use many online services without leaving

that company' app, e.g., in particular regions, such as Asia, where

e-commerce transactions are conducted primarily through apps on mobile

devices. If any of these platforms are successful in offering services

similar to ours to consumers, or if we are unable to offer our services

to consumers within these super-apps, our customer acquisition efforts

could be less effective and our customer acquisition costs,

11

including our brand and performance marketing expenses, could increase,

any of which could materially adversely affect our business, results of

operations, and financial condition. We also face increasing competition

from search engines including Google. How Google presents travel search

results, and its promotion of its own travel meta-search services, such

as Google Travel and Google Vacation Rental Ads, or similar actions from

other search engines, and their practices concerning search rankings,

could decrease our search traffic, increase traffic acquisition costs,

and/or disintermediate our platform. These parties can also offer their

own comprehensive travel planning and booking tools, or refer leads

directly to suppliers, other favored partners, or themselves, which

could also disintermediate our platform. In addition, if Google or Apple

use their own mobile operating systems or app distribution channels to

favor their own or other preferred travel service offerings, or impose

policies that effectively disallow us to continue our full product

offerings in those channels, it could materially adversely affect our

ability to engage with Hosts and guests who access our platform via

mobile apps or search.

*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.*

Since we began our operations in 2008, there have been and continue to

be legal and regulatory developments that affect the short-term rental,

long-term rental, and home sharing business. Hotels and groups

affiliated with hotels have engaged and will likely continue to engage

in various lobbying and political efforts for stricter regulations

governing our business in both local and national jurisdictions. Other

private groups, such as homeowners, landlords, and condominium and

neighborhood associations, have adopted contracts or regulations that

purport to ban or otherwise restrict short-term rentals, and third-party

lease agreements between landlords and tenants, home insurance policies,

and mortgages may prevent or restrict the ability of Hosts to list their

spaces. These groups and others cite concerns around affordable housing

and over-tourism in major cities among other issues, and some state and

local governments have implemented or considered implementing rules,

ordinances, or regulations governing the short-term or long-term rental

of properties and/or home sharing. For example, in December 2021, the

European Commission closed a consultation in relation to a potential EU

Short Term Rental Instrument which, if enacted, could have a material

impact on the way short-term rentals are regulated in the European Union

and the obligations on platforms (including around data sharing or the

need to enforce registration schemes). In response, in November 2022,

the European Commission proposed a regulation intended to enhance and

harmonize transparency, registration, and reporting requirements for

short term rental platforms. Specific obligations include steps to

enhance the transparency of certain host information on the platform

(such as host registration numbers where required locally) and reporting

by the platform to local authorities (including, for example, Host

information, length of stay, and number of guests). If enacted, this

regulation could have a material impact on the way short-term rentals

are regulated in the European Union and would require additional

resources to assess our compliance and make appropriate adjustments in

order to comply with its requirements. This regulation is intended to

complement the DSA (defined below), such that relevant platforms,

including ours, will be subject to both of these pieces of legislation.

Legislation in other regions also could have a material impact on the

way short-term and long-term rentals are regulated. Such regulations

include ordinances that restrict or ban Hosts from short-term rentals or

long-term rentals, set annual caps on the number of days Hosts can share

their homes, require Hosts to register with the municipality or city, or

require Hosts to obtain permission before offering short-term rentals,

or impose obligations on us to assist in the enforcement of these

regulations. For example, in New York City a law enacted in 2022 limits

the properties that can host short-term rentals. It also contains

several new obligations for short-term rental hosts and platforms. In

addition, some jurisdictions regard short-term rental or home sharing as

"otel use"and claim that such use constitutes a conversion of a

residential property to a commercial property. In November 2022, the

Digital Services Act (the "SA" came into force. The majority of the

substantive provisions of the DSA will begin to take effect between 2023

and 2024. The DSA will govern, among other things, potential liability

for illegal content on platforms, the traceability of traders, and

transparency reporting obligations, including information on "onthly

active recipients"in the European Union. The DSA may increase our