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

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business, results of operations, and financial condition.

*We may raise additional capital in the future or otherwise issue
equity, which could have a dilutive effect on existing stockholders and
adversely affect the market price of our common stock. If we require
additional funding to support our business, this additional funding may
not be available on reasonable terms, or at all.*

We may from time to time issue additional shares of common stock. As a
result, our stockholders may experience immediate dilution. We may
engage in equity or debt financings to secure additional funds. If we
raise additional funds through future issuances of equity or convertible
debt securities, our existing stockholders could suffer significant
dilution, and any new equity securities we issue could have rights,
preferences, and privileges superior to those of holders of our Class
common stock. In addition, our stockholders will experience additional
dilution when option holders exercise their right to purchase common
stock under our equity incentive plans, when RSUs vest and settle, when
we issue equity awards to our employees under our equity incentive
plans, or when we otherwise issue additional equity. Additionally, the
terms of future debt agreements could include more restrictive
covenants, which could further restrict our business operations.

There has been increased volatility in the financial and securities
markets, which has generally made access to capital less certain and
increased the cost of obtaining new capital. Should we require
additional funding, we cannot be sure that additional financing will be
available to us on reasonable terms, or at all. If we cannot raise
additional funds when we need them, our ability to continue to support
our business and to respond to business challenges would be
significantly limited, and our business, results of operations, and
financial condition would be materially adversely affected.

*The coverage afforded under our insurance policies may be inadequate
for the needs of our business or our third-party insurers may be unable
or unwilling to meet our coverage requirements, which could materially
adversely affect our business, results of operations, and financial
condition.*

We use a combination of third-party insurance and self-insurance,
including a wholly-owned captive insurance subsidiary established in
2019, to manage the exposures related to our business operations. We
support our Host community by maintaining a variety of Host protection
programs, such as AirCover for Hosts, which includes our Host Liability
Insurance, Experiences Liability Insurance, and our Host Damage
Protection program. Our business, results of operations, and financial
condition would be materially adversely affected if (i) ost per claim,
premiums or the number of claims significantly exceeds our expectations;
(ii) e experience a claim in excess of our coverage limits; (iii) ur
insurance providers become insolvent or otherwise fail to pay on our
insurance claims; (iv) e experience a claim for which coverage is denied
by or disputed by our insurance providers; or (v) he number of claims
under our deductibles or self-insured retentions differs from historic
averages. Our spending for insurance has increased as our business has
grown and losses from covered claims have increased. Premiums have
increased as a result, and we have experienced and expect to continue to
experience increased difficulty in obtaining appropriate policy limits
and levels of coverage at a reasonable cost and with reasonable terms
and conditions. Our costs for obtaining these policies will continue to
increase as our business grows and continues to evolve. Furthermore, as
our business continues to develop and diversify, we may experience
difficulty in obtaining insurance coverage for new and evolving
offerings, which could require us to incur greater costs and materially
adversely affect our business, results of operations, and financial
condition. Additionally, if we fail to comply with insurance regulatory
requirements in the regions where we operate, or other regulations
governing insurance coverage, our brand, reputation, business, results
of operations, and financial condition could be materially adversely
affected.

Host Liability Insurance and Experiences Liability Insurance

In order to offset our potential exposure related to stays and
experiences and to comply with certain short-term and long-term rental
regulatory requirements, we have procured Host Liability and Experiences
Liability general liability insurance from third parties, which are
subject to certain terms, conditions, and exclusions, for claims from
guests and third parties for bodily injury or property damage arising
from bookings of stays and experiences through our platform. We and our
Hosts are insured parties, and landlords, homeowners, or condo-

30

owners associations, and any other similar entities, are additional
insured parties. However, these insurance programs may not provide
coverage for certain types of claims, including those relating to
contagious diseases such as COVID-19, and may be insufficient to fully
cover costs of investigation, costs of defense, and payments or
judgments arising from covered claims. In addition, extensive or costly
claims could lead to premium increases or difficulty securing coverage,
which may result in increased financial exposure and an inability to
meet insurance regulatory requirements.

Corporate Insurance

We procure insurance policies to cover various business and
operations-related risks that are normal and customary and available in
the current insurance market, including general business liability,
workers'compensation, cyber liability and data breaches, crime,
directors'and officers'liability, and property insurance. We do not have

business, results of operations, and financial condition.

*We may raise additional capital in the future or otherwise issue

equity, which could have a dilutive effect on existing stockholders and

adversely affect the market price of our common stock. If we require

additional funding to support our business, this additional funding may

not be available on reasonable terms, or at all.*

We may from time to time issue additional shares of common stock. As a

result, our stockholders may experience immediate dilution. We may

engage in equity or debt financings to secure additional funds. If we

raise additional funds through future issuances of equity or convertible

debt securities, our existing stockholders could suffer significant

dilution, and any new equity securities we issue could have rights,

preferences, and privileges superior to those of holders of our Class

common stock. In addition, our stockholders will experience additional

dilution when option holders exercise their right to purchase common

stock under our equity incentive plans, when RSUs vest and settle, when

we issue equity awards to our employees under our equity incentive

plans, or when we otherwise issue additional equity. Additionally, the

terms of future debt agreements could include more restrictive

covenants, which could further restrict our business operations.

There has been increased volatility in the financial and securities

markets, which has generally made access to capital less certain and

increased the cost of obtaining new capital. Should we require

additional funding, we cannot be sure that additional financing will be

available to us on reasonable terms, or at all. If we cannot raise

additional funds when we need them, our ability to continue to support

our business and to respond to business challenges would be

significantly limited, and our business, results of operations, and

financial condition would be materially adversely affected.

*The coverage afforded under our insurance policies may be inadequate

for the needs of our business or our third-party insurers may be unable

or unwilling to meet our coverage requirements, which could materially

adversely affect our business, results of operations, and financial

condition.*

We use a combination of third-party insurance and self-insurance,

including a wholly-owned captive insurance subsidiary established in

2019, to manage the exposures related to our business operations. We

support our Host community by maintaining a variety of Host protection

programs, such as AirCover for Hosts, which includes our Host Liability

Insurance, Experiences Liability Insurance, and our Host Damage

Protection program. Our business, results of operations, and financial

condition would be materially adversely affected if (i) ost per claim,

premiums or the number of claims significantly exceeds our expectations;

(ii) e experience a claim in excess of our coverage limits; (iii) ur

insurance providers become insolvent or otherwise fail to pay on our

insurance claims; (iv) e experience a claim for which coverage is denied

by or disputed by our insurance providers; or (v) he number of claims

under our deductibles or self-insured retentions differs from historic

averages. Our spending for insurance has increased as our business has

grown and losses from covered claims have increased. Premiums have

increased as a result, and we have experienced and expect to continue to

experience increased difficulty in obtaining appropriate policy limits

and levels of coverage at a reasonable cost and with reasonable terms

and conditions. Our costs for obtaining these policies will continue to

increase as our business grows and continues to evolve. Furthermore, as

our business continues to develop and diversify, we may experience

difficulty in obtaining insurance coverage for new and evolving

offerings, which could require us to incur greater costs and materially

adversely affect our business, results of operations, and financial

condition. Additionally, if we fail to comply with insurance regulatory

requirements in the regions where we operate, or other regulations

governing insurance coverage, our brand, reputation, business, results

of operations, and financial condition could be materially adversely

affected.

*Host Liability Insurance and Experiences Liability Insurance*

In order to offset our potential exposure related to stays and

experiences and to comply with certain short-term and long-term rental

regulatory requirements, we have procured Host Liability and Experiences

Liability general liability insurance from third parties, which are

subject to certain terms, conditions, and exclusions, for claims from

guests and third parties for bodily injury or property damage arising

from bookings of stays and experiences through our platform. We and our

Hosts are insured parties, and landlords, homeowners, or condo-

30

owners associations, and any other similar entities, are additional

insured parties. However, these insurance programs may not provide

coverage for certain types of claims, including those relating to

contagious diseases such as COVID-19, and may be insufficient to fully

cover costs of investigation, costs of defense, and payments or

judgments arising from covered claims. In addition, extensive or costly

claims could lead to premium increases or difficulty securing coverage,

which may result in increased financial exposure and an inability to

meet insurance regulatory requirements.

*Corporate Insurance*

We procure insurance policies to cover various business and

operations-related risks that are normal and customary and available in

the current insurance market, including general business liability,

workers'compensation, cyber liability and data breaches, crime,

directors'and officers'liability, and property insurance. We do not have