<span>17</span><p><a><span></span></a></p><span></span><p><span>Item </span><span>1A. Risk Factors</span></p><span>Item </span><span>1A. Risk Factors</span><p><span>Risk Factors Summary</span></p><span>Risk Factors Summary</span><p><span>The following is a summary of the key risks and uncertainties associated with our business, industry and ownership of our ordinary shares. The below summary does not contain all of the information that may be important to you, and you should read this summary together with the more detailed discussion of certain risk factors below.</span></p><p><span>Our quarterly and annual revenue and operating results have historically fluctuated from period to period, and our future operating results may vary significantly from quarter to quarter due to a variety of factors, many of which are beyond our control. You should not rely on period-to-period comparisons of our operating results as an indication of our future performance. Factors that may cause fluctuations in our quarterly operating results include, but are not limited to, the following:</span></p><div><span>•</span><div><span>our ability to maintain existing customer subscriptions and attract new customers, including businesses, governments, educational institutions and learners; </span></div></div><div><span>•</span><div><span>our ability to continue to offer compelling content and credit- or degree-granting programs that drive demand for our platform; </span></div></div><div><span>•</span><div><span>changes in, or trends affecting, the rate of new learner enrollment, renewal and churn; </span></div></div><div><span>•</span><div><span>the timing, mix and growth of revenue generated under our existing and new customer contracts; and </span></div></div><div><span>•</span><div><span>other factors we believe are pertinent to our fluctuations in operating results.</span></div></div><p><span>These and other factors may cause our revenue and operating results to fall below the expectations of market analysts and investors in future periods, which could cause the market price of our common stock to decline substantially. Any decline in the market price of our common stock would cause the value of your investment to decline.</span></p><p><span>Our recent, rapid growth may not be indicative of our future growth and we expect our revenue growth rate to decline compared to prior years.</span></p><p><span>We have incurred significant net losses since inception, and anticipate that we will continue to incur losses for the foreseeable future.</span></p><p><span>We incurred net losses of $46.7 million, $66.8 million and $145.2 million in the years ended December 31, 2019, 2020 and 2021, respectively, and we had an accumulated deficit of $343.6 million and $488.8 million as of December 31, 2020 and 2021, respectively. We expect to incur significant losses in the future. We will need to generate and sustain increased revenue levels in future periods to achieve profitability, and even if we achieve profitability, we may not be able to maintain or increase our level of profitability. We anticipate that our operating expenses will increase substantially for the foreseeable future as we continue to, among other things:</span></p><div><span>•</span><div><span>expand our course offerings and the robustness of our platform; </span></div></div><div><span>•</span><div><span>expand our learner base and our sales and marketing efforts; </span></div></div><div><span>•</span><div><span>improve and scale our technology; </span></div></div><div><span>•</span><div><span>enter and expand into additional international markets; </span></div></div><div><span>•</span><div><span>address increased competition; and </span></div></div><div><span>•</span><div><span>incur significant accounting, legal, and other expenses as a public company that we did not incur as a private company. </span></div></div><p><span>These expenditures will make it more difficult for us to achieve and maintain profitability. Our efforts to grow our business may be more costly than we expect, and we may not be able to increase our revenue enough to offset our higher operating expenses. If we are forced to or elect to reduce our expenses, it could negatively impact our growth and growth strategy. As a result, we can provide no assurance as to whether or when we will achieve profitability. If we are not able to achieve and maintain profitability, the value of our company and our common stock could decline significantly, and you could lose some or all of your investment.</span></p><p><span>Market adoption of online learning solutions is relatively new and may not grow as we expect, which may harm our business and results of operations.</span></p><p><span>Our future success will depend in part on the growth, if any, in the demand for online learning solutions. While the COVID-19 pandemic has accelerated the market for online learning solutions, it is still less mature than the market for in-person learning and training, which many businesses currently utilize, and these businesses may be slow or unwilling to migrate from these legacy approaches. As COVID-19 vaccines and treatment options have become more widely available, many educational institutions have re-opened their campuses and businesses have reversed or materially limited remote work policies, which may slow demand for online learning solutions. As such, it is difficult to predict learner or partner demand for our platform, learner or partner adoption and renewal, the rate at which existing learners and partners expand their engagement with our platform, the size and growth rate of the market for our platform, the entry of competitive offerings into the market, or the success of existing competitive offerings. Furthermore, even if educators and enterprises want to adopt an online learning solution, it may take them a substantial amount of time and resources to fully transition to this type of learning solution or they could be delayed due to budget constraints, weakening economic conditions, or other factors. Even if market demand for online learning solutions generally increases, we cannot assure you that adoption of our platform will also increase. If the market for online learning solutions does not grow as we expect or our platform does not achieve widespread adoption, it could result in reduced customer spending, learner and partner attrition, and decreased revenue, any of which would adversely affect our business and results of operations.</span></p><p><span>20</span></p><p><a><span></span></a></p><p><span>The COVID-19 pandemic has impacted, and may continue to impact, our business, key metrics, and results of operations in volatile and unpredictable ways.</span></p><p><span>The uncertainty around the COVID-19 pandemic in the United States and worldwide will likely continue to adversely impact the national and global economy. The full extent of the impact of the COVID-19 pandemic on our business, key metrics, and results of operations in the United States and worldwide depends on future developments that are uncertain and unpredictable, including the duration, severity, and spread of the pandemic, the impact of new strains or variants of the virus, the effectiveness and availability of vaccines and boosters, future and ongoing actions that may or may not be taken by governmental authorities, the impact on the businesses of our customers and partners, the impact on capital and financial markets, and any new information that may emerge concerning the virus or vaccines or other efforts to control the virus.</span></p><p><span>As a result of the COVID-19 pandemic, we have transitioned to a primarily remote work environment, and we may continue to operate on a significantly remote and geographically (including internationally) dispersed basis for the foreseeable future. This remote and dispersed work environment could have a negative impact on the execution of our business plans and operations and create productivity, connectivity, and oversight challenges. For example, if a natural disaster, power outage, connectivity issue, or other event occurred that impacted our employees’ ability to work remotely, it may be difficult or, in certain cases, impossible, for us to continue our business for a substantial period of time. Further, as the COVID-19 pandemic continues, we may experience disruptions if our employees or our partners’ or third-party service providers’ employees become ill and are unable to perform their duties, and our operations, Internet, or mobile networks, or the operations of one or more of our third-party service providers, is impacted. The increase in remote working may also result in consumer privacy, IT security, and fraud vulnerabilities, which, if exploited, could result in significant recovery costs and harm to our reputation. Transitioning to a fully or predominantly remote work environment and providing and maintaining the operational infrastructure necessary to support a remote work environment also present significant challenges to maintaining our corporate culture, including employee engagement and productivity, both during the immediate pandemic crisis and beyond.</span></p><p><span>We have also seen significant and rapid shifts in the traditional models of education and training as this pandemic has evolved. Although we believe our business has also been positively impacted to some extent by several trends related to the COVID-19 pandemic, including the increased need or willingness of businesses, governments, and educational institutions to adopt remote, online, and asynchronous learning and training, we cannot predict whether these trends will continue if and when the pandemic begins to subside, restrictions ease, and the risk and barriers associated with in-person learning and training decrease. In addition, the COVID-19 pandemic may negatively impact the financial resources available to learners or the operating budgets of our partners or customers, any of which could in turn negatively impact our business and operating results.</span></p><p><span>21</span></p><p><a><span></span></a></p><p><span>If we change the contract terms, including our pricing model, for the course content and credentialing programs offered on our platform, which in turn could impact our operating results.</span></p><p><span>We may change the contract terms, including our pricing model, for the course content and credentialing programs offered on our platform, which in turn could impact our operating results.</span></p><p><span>22</span></p><p><a><span></span></a></p><p><span>These and other factors may cause our revenue and operating results to fall below the expectations of market analysts and investors, which could cause the market price of our common stock to decline substantially. Any decline in the market price of our common stock would cause the value of your investment to decline.</span></p><p><span>23</span></p><p><a><span></span></a></p><p><span>Our recent, rapid growth may not be indicative of our future growth and we expect our revenue growth rate to decline compared to prior years.</span></p><p><span>24</span></p><p><a><span></span></a></p><p><span>We have a limited operating history, which makes it difficult to predict our future financial and operating results.</span></p><p><span>25</span></p><p><a><span></span></a></p><p><span>We incurred net losses of $46.7 million, $66.8 million and $145.2 million in the years ended December 31, 2019, 2020 and 2021, respectively, and we had an accumulated deficit of $343.6 million and $488.8 million as of December 31, 2020 and 2021, respectively. We expect to incur significant losses in the future. We will need to generate and sustain increased revenue levels in future periods to achieve profitability, and even if we achieve profitability, we may not be able to maintain or increase our level of profitability. We anticipate that our operating expenses will increase substantially for the foreseeable future as we continue to, among other things:</span></p><div><span>•</span><div><span>expand our course offerings and the robustness of our platform; </span></div></div><div><span>•</span><div><span>expand our learner base and our sales and marketing efforts; </span></div></div><div><span>•</span><div><span>improve and scale our technology; </span></div></div><div><span>•</span><div><span>enter and expand into additional international markets; </span></div></div><div><span>•</span><div><span>address increased competition; and </span></div></div><div><span>•</span><div><span>incur significant accounting, legal, and other expenses as a public company that we did not incur as a private company. </span></div></div><p><span>26</span></p><p><a><span></span></a></p><p><span>Market adoption of online learning solutions is relatively new and may not grow as we expect, which may harm our business and results of operations.</span></p><p><span>27</span></p><p><a><span></span></a></p><p><span>Our future success will depend in part on the growth, if any, in the demand for online learning solutions. While the COVID-19 pandemic has accelerated the market for online learning solutions, it is still less mature than the market for in-person learning and training, which many businesses currently utilize, and these businesses may be slow or unwilling to migrate from these legacy approaches. As COVID-19 vaccines and treatment options have become more widely available, many educational institutions have re-opened their campuses and businesses have reversed or materially limited remote work policies, which may slow demand for online learning solutions. As such, it is difficult to predict learner or partner demand for our platform, learner or partner adoption and renewal, the rate at which existing learners and partners expand their engagement with our platform, the size and growth rate of the market for our platform, the entry of competitive offerings into the market, or the success of existing competitive offerings. Furthermore, even if educators and enterprises want to adopt an online learning solution, it may take them a substantial amount of time and resources to fully transition to this type of learning solution or they could be delayed due to budget constraints, weakening economic conditions, or other factors. Even if market demand for online learning solutions generally increases, we cannot assure you that adoption of our platform will also increase. If the market for online learning solutions does not grow as we expect or our platform does not achieve widespread adoption, it could result in reduced customer spending, learner and partner attrition, and decreased revenue, any of which would adversely affect our business and results of operations.</span></p><p><span>28</span></p><p><a><span></span></a></p><p><span>We have also seen significant and rapid shifts in the traditional models of education and training as this pandemic has evolved. Although we believe our business has also been positively impacted to some extent by several trends related to the COVID-19 pandemic, including the increased need or willingness of businesses, governments, and educational institutions to adopt remote, online, and asynchronous learning and training, we cannot predict whether these trends will continue if and when the pandemic begins to subside, restrictions ease, and the risk and barriers associated with in-person learning and training decrease. In addition, the COVID-19 pandemic may negatively impact the financial resources available to learners or the operating budgets of our partners or customers, any of which could in turn negatively impact our business and operating results.</span></p><p><span>29</span></p><p><a><span></span></a></p><p><span>We may change the contract terms, including our pricing model, for the course content and credentialing programs offered on our platform, which in turn could impact our operating results.</span></p><p><span>30</span></p><p><a><span></span></a></p><p><span>We have limited operating history, which makes it difficult to predict our future financial and operating results.</span></p><p><span>31</span></p><p><a><span></span></a></p><p><span>We incurred net losses of $46.7 million, $66.8 million and $145.2 million in the years ended December 31, 2019, 2020 and 2021, respectively, and we had an accumulated deficit of $343.6 million and $488.8 million as of December 31, 2020 and 2021, respectively. We expect to incur significant losses in the future. We will need to generate and sustain increased revenue levels in future periods to achieve profitability, and even if we achieve profitability, we may not be able to maintain or increase our level of profitability. We anticipate that our operating expenses will increase substantially for the foreseeable future as we continue to, among other things:</span></p><div><span>•</span><div><span>expand our course offerings and the robustness of our platform; </span></div></div><div><span>•</span><div><span>expand our learner base and our sales and marketing efforts; </span></div></div><div><span>•</span><div><span>improve and scale our technology; </span></div></div><div><span>•</span><div><span>enter and expand into additional international markets; </span></div></div><div><span>•</span><div><span>address increased competition; and </span></div></div><div><span>•</span><div><span>incur significant accounting, legal, and other expenses as a public company that we did not incur as a private company. </span></div></div><p><span>32</span></p><p><a><span></span></a></p><p><span>We have experienced, and expect that in the future we will experience, interruptions, delays, and outages in service and availability from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions, and capacity constraints, which could affect the availability of services on our platform and prevent or inhibit the ability of learners to access or complete courses and programs on our platform.</span></p><p><span>33</span></p><p><a><span></span></a></p><p><span>Risks Related to Privacy, Cybersecurity, and Infrastructure</span></p><p><span>Risks Related to Privacy, Cybersecurity, and Infrastructure</span></p><p><span>34</span></p><p><a><span></span></a></p><p><span>If sensitive information about our partners, their employees, or our learners is disclosed, or if we or our third-party providers are subject to cyber-attacks, use of our platform could be curtailed, we may be exposed to liability and our reputation would suffer.</span></p><p><span>35</span></p><p><a><span></span></a></p><p><span>Although we do not directly collect, transmit, and store financial information such as credit cards and other payment information, we utilize third-party payment processors who provide these services on our behalf. We also collect and store certain personally identifiable information provided by our partners and learners, such as names and email addresses. The collection, transmission and storage of such information is subject to stringent legal and regulatory obligations. Some of our third-party service providers, such as identity verification and payment processing providers, also regularly have access to personal data. In an effort to protect sensitive information, we rely on a variety of security measures, including encryption and authentication technology licensed from third parties. However, advances in computer capabilities, increasingly sophisticated tools and methods used by hackers and cyber terrorists, new discoveries in the field of cryptography, or other developments may result in our failure or inability to adequately protect sensitive information.</span></p><p><span>36</span></p><p><a><span></span></a></p><p><span>Risks Related to Regulatory Matters and Litigation</span></p><p><span>Risks Related to Regulatory Matters and Litigation</span></p><p><span>37</span></p><p><a><span></span></a></p><p><span>Higher education is heavily regulated in the United States and most international jurisdictions. For example, numerous states require education providers to be licensed or authorized in such state simply to enroll persons located in that state into an online education program or to conduct related activities such as marketing. If any of our partners were found to be in non-compliance with any of the laws, regulations, standards, or policies related to state authorization, the partner could lose their ability to operate in certain states, and if such non-compliance extended to a material contingent of our partners and such partners lost the ability to operate in certain states, our revenue could decline.</span></p><p><span>38</span></p><p><a><span></span></a></p><p><span>Risks Related to Intellectual Property</span></p><p><span>Risks Related to Intellectual Property</span></p><p><span>39</span></p><p><a><span></span></a></p><p><span>Risks Relating to Our Existence as a Public Benefit Corporation</span></p><p><span>Risks Relating to Our Existence as a Public Benefit Corporation</span></p><p><span>40</span></p><p><a><span></span></a></p><p><span>Risks Related to Tax, Accounting, and Operations</span></p><p><span>Risks Related to Tax, Accounting, and Operations</span></p><p><span>41</span></p><p><a><span></span></a></p><p><span>Risks Related to Our Common Stock</span></p><p><span>Risks Related to Our Common Stock</span></p><p><span>42</span></p><p><a><span></span></a></p><p><span>Our actual operating results may not meet our guidance or analyst or investor expectations, which would likely cause our stock price to decline.</span></p><p><span>43</span></p><p><a><span></span></a></p><p><span>If securities analysts or industry analysts downgrade our common stock, publish negative research or reports, or fail to publish reports about our business, our stock price and trading volume could decline.</span></p><p><span>44</span></p><p><a><span></span></a></p><p><span>Future sales of a substantial number of shares of our common stock in the public market, or the perception that such sales could occur, could cause the price of our common stock to decline.</span></p><p><span>45</span></p><p><a><span></span></a></p><p><span>We have never declared or paid any dividends on our common stock. We currently anticipate that we will retain future earnings for the development, operation, and expansion of our business and do not anticipate declaring or paying any dividends for the foreseeable future. In addition, if we were to enter into loan or similar agreements in the future, these agreements may contain restrictions on our ability to pay dividends or make distributions. Any return to stockholders will therefore be limited to the increase, if any, in our stock price, which may never occur.</span></p><p><span>46</span></p><p><a><span></span></a></p><p><span>Our focus on the long-term best interests of our company as a PBC and our consideration of all of our stakeholders, including our stockholders, learners, partners, employees, the communities in which we operate, and other stakeholders that we may identify from time to time, may conflict with short- or medium-term financial interests and business performance, which may negatively impact the value of our common stock.</span></p><p><span>47</span></p><p><a><span></span></a></p><p><span>As a public company, we have incurred, and expect to incur, significant legal, accounting, and other expenses. Our management team and other personnel devote, and will need to continue to devote, a substantial amount of time to, and we may not effectively or efficiently manage our operations as a public company. For example, we are subject to the reporting requirements of the Exchange Act, the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations of the SEC and the NYSE. If, notwithstanding our efforts to comply with these laws, regulations and standards, we fail to comply, regulatory authorities may initiate legal proceedings against us and our business may be harmed. Further, failure to comply with these rules might make it more difficult for us to obtain some types of insurance, including director and officer liability insurance, and we might be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, on committees of our board of directors or as members of senior management. As such, we have invested, and intend to continue to invest, resources to comply with evolving laws, regulations, and standards. This investment has resulted in, and may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities.</span></p><p><span>48</span></p><p><a><span></span></a></p><p><span>We may encounter difficulties in the timely and accurate reporting of our financial results, which would impact our ability to provide our investors with information in a timely manner. As a result, our investors could lose confidence in our reported financial information, and our stock price could decline.</span></p><p><span>49</span></p><p><a><span></span></a></p><p><span>Our directors may encounter conflicts of interest involving us and other organizations with which they may be affiliated, including matters that involve corporate opportunities.</span></p><p><span>50</span></p><p><a><span></span></a></p><p><span>Our operations as a public company have required, and are expected to continue to require, substantial costs and substantial management attention, and we may not be able to manage our transition into, and operations as, a public company effectively or efficiently.</span></p><p><span>51</span></p><p><a><span></span></a></p><p><span>Our common stock price may be volatile and may decline due to a variety of factors beyond our control, including variations in our operating results, market speculation, changes in analyst coverage, and additional factors discussed in this Risk Factors section.</span></p><p><span>52</span></p><p><a><span></span></a></p><p><span>Future sales and issuances of our common stock or rights to purchase common stock could result in additional dilution to our stockholders and could cause the price of our common stock to decline.</span></p><p><span>53</span></p><p><a><span></span></a></p><p><span>Our actual operating results may not meet our guidance or analyst or investor expectations, which would likely cause our stock price to decline. If securities analysts or industry analysts downgrade our common stock, publish negative research or reports, or fail to publish reports about our business, our stock price and trading volume could decline. In addition, if the market for technology stocks, education stocks, or the overall stock market experiences a loss of investor confidence, the price of our common stock may decline, even if our results of operations are not adversely affected. Future sales of a substantial number of shares of our common stock in the public market, or the perception that such sales could occur, could also cause the price of our common stock to decline. We have never declared or paid any dividends on our common stock and currently intend to retain earnings for the development and expansion of our business. Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove current management, and limit the market price of our common stock.</span></p><p><span>Item </span><span>1B. Unresolved Staff Comments</span></p><span>Item </span><span>1B. Unresolved Staff Comments</span><p><span>None.</span></p><span>None.</span>
