CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the information incorporated herein by reference contain certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such statements are based on assumptions and expectations which may not be realized and are inherently subject to risks, uncertainties and other factors, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, performance, transactions or achievements, financial and otherwise, may differ materially from the results, performance, transactions or achievements expressed or implied by the forward-looking statements. Risks, uncertainties and other factors that might cause such differences, some of which could be material, include, but are not limited to risks associated with:
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our partnership with Capital One Services, LLC;
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our ability to service our outstanding indebtedness and satisfy related covenants;
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the impact of changes to our executive management team and our plan for a restructuring;
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our ability to comply with the continued listing standards of Nasdaq and the continued listing of our securities on Nasdaq;
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changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans;
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the implementation, market acceptance and success of our business model, growth strategy and new products;
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our expectations and forecasts with respect to the size and growth of the travel and hospitality industry;
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the ability of our services to meet members’ needs;
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our ability to compete with others in the luxury travel and hospitality industry;
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our ability to attract and retain qualified employees and management;
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our ability to adapt to changes in consumer preferences, perception and spending habits and develop and expand our destination or other product offerings and gain market acceptance of our services, including in new geographic areas;
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our ability to develop and maintain our brand and reputation;
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developments and projections relating to our competitors and industry;
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the impact of natural disasters, acts of war, terrorism, widespread global pandemics or illness on our business and the actions we may take in response to them;
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expectations regarding the time during which we will be an emerging growth company under the Jumpstart Our Business Startups Act of 2012;
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our future capital requirements and sources and uses of cash;
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the impact of our reduction in workforce on our expenses;
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the impact of market conditions on our financial condition and operations, including fluctuations in interest rates and inflation;
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our ability to obtain funding for our operations and future growth;
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our ability to generate positive cash flow from operations, achieve profitability, and obtain additional financing or access the capital markets to manage our liquidity;
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the impact on our liquidity as a result of the obligations in our contractual agreements, including covenants therein;
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the impact of the August 2024 Investment Agreement and financing involving One Planet Group;