BuzzFeed, Inc entered into a letter of intent to acquire 890 5th Avenue Partners, Inc. (NasdaqCM:ENFA) from 200 Park Avenue Partners, LLC and others for $1.2 billion in a reverse merger transaction on March 27, 2021. BuzzFeed, Inc. signed a definitive agreement to acquire 890 5th Avenue Partners, Inc. from 200 Park Avenue Partners, LLC and others in a reverse merger transaction on June 24, 2021. Under the terms of the agreement, a total of 123.45 million of class A, B and C common stocks were issued to the common and preferred shareholders of BuzzFeed. The transaction is expected to deliver approximately $288 million of cash held in 890 Fifth Avenue Partners' trust account from its initial public offering in January 2021. In a related transaction, BuzzFeed, Inc. agreed to acquire Complex Media, Inc. from Verizon Communications Inc. (NYSE:VZ) and Hearst Communications, Inc. for $300 million. The transaction is further supported by a $150 million convertible note financing from institutional investors, led by Redwood Capital Management and including CrossingBridge Advisors, Cohanzick Management, and Silver Rock Financial LP. Existing BuzzFeed shareholders are expected to hold 72.5% of shares in the combined entity post-closing. Following the Merger, 890 5th Avenue Partners the surviving company in the merger will be continuing as a wholly owned subsidiary of the BuzzFeed. In accordance with the terms and subject to the conditions of the Merger Agreement, each share of Class A common stock of BuzzFeed, Class B common stock of BuzzFeed, Class C common stock of BuzzFeed and preferred stock of BuzzFeed, other than company restricted stock awards, excluded shares and dissenting shares shall be cancelled and automatically converted into a number of shares of Class A common stock of the Company equal to the quotient, rounded to the tenth decimal place, obtained by dividing 30,880,000 by the aggregate number of shares of BuzzFeed Series F Preferred Stock and BuzzFeed Series G Preferred Stock outstanding as of the effective time; (ii) each share of BuzzFeed Class A Common Stock and BuzzFeed Preferred Stock (other than BuzzFeed Series F Preferred Stock, BuzzFeed Series G Preferred Stock, company restricted stock awards, excluded shares and dissenting shares) shall be converted into the right to receive a number of shares of Class A Common Stock of the Company equal to the quotient of: (A) the remaining per share amount, divided by (B) $10.00; (iii) each share of BuzzFeed Class B Common Stock (other than excluded shares and dissenting shares) shall be converted into the right to receive a number of shares of Class B common stock of the Company equal to the quotient of: (A) the remaining per share amount, divided by (B) $10.00; and (iv) each share of BuzzFeed Class C Common Stock (other than excluded shares and dissenting shares) shall be converted into the right to receive a number of shares of Class C common stock of the Company equal to the quotient of: (A) the remaining per share amount, divided by (B) $10.The combined company will be known as BuzzFeed Inc. after the merger and listed on the public market under the ticker symbol “BZFD.” BuzzFeed's management team will remain in place, with Jonah Peretti, BuzzFeed's Founder and Chief Executive Officer, and Felicia DellaFortuna, its Chief Financial Officer, continuing in their roles along with other executive team members. In addition, Adam Rothstein, Executive Chairman of 890 Fifth Avenue Partners Inc., and Greg Coleman, an advisor to 890 Fifth Avenue Partners Inc. and former BuzzFeed President, will join BuzzFeed's Board of Directors. Two additional board members will also be announced in the coming months bringing additional expertise and representation to the combined company. BuzzFeed will appoint the majority of the Directors on the New BuzzFeed Board and BuzzFeed's existing management will comprise the majority of the management of New BuzzFeed.

The transaction is subject to the satisfaction of customary closing conditions, including the approval of the expiration or termination of the applicable waiting period under the HSR Act, as well as regulatory approvals, (ii) the approval of 890's stockholders, (iii) the approval of BuzzFeed's stockholders, (iv) the Registration Statement becoming effective, (v) the concurrent closing of the Complex Media, Inc. Acquisition, (vi) the consummation of the Convertible Note Financing, (vii) shares of 890 Class A Stock to be issued in connection with the merger shall have been approved for listing on the Nasdaq. The transaction has been approved by the Boards of Directors of both BuzzFeed and 890 Fifth Avenue Partners. The 890 Board recommends that the shareholders vote “FOR” the approval of the Business Combination Proposal. As of November 10, 2021, the registration statement has been declared effective. The special meeting of 890's stockholders to be held on December 2, 2021. The transaction is approved by the shareholders of 890 5th Avenue on December 2, 2021. The transaction is expected to close in the fourth quarter of 2021. As of December 2, 2021, the closing of the transaction is expected to occur on or about December 3, 2021. BofA Securities acted as financial advisor while Mark C. Stevens, Dawn Belt, Ethan A. Skerry, David Michaels, Aman Singh, Riddhi Adhikari, Elizabeth Gil, Gerald Audant, Laura McIntyre, Vejay Lalla, Helen Christakos and Larissa Neumann of Fenwick & West LLP acted as legal advisors to BuzzFeed. Cowen and Company acted as financial advisor while Daniel J. Harris and Jason R. Sanderson of BraunHagey & Borden LLP and Kerry E. Berchem, Courtney S. York, Alice Hsu, Chris Centrich, William Wetmore, David Lee, Aimee Adler, Desiree Busching and Stuart Alter of Akin Gump Strauss Hauer & Feld LLP acted as legal advisors to 890 5th Avenue Partners. Continental Stock Transfer & Trust Company is acting as 890's transfer agent. D.F. King & Co., Inc. is acting as proxy solicitor of 890 and will receive a fee of $20,000. Stephen M. Kotran of Sullivan & Cromwell LLP acted as legal advisor to BofA Securities being the financial advisor to BuzzFeed.