Change in Certifying Accountants - Form 425

Item 1.01 Entry into a Material Definitive Agreement

(a) Amendment to Note Purchase Agreement

As of July 12, 2024, The Arena Group Holdings, Inc. (the "Company") entered into a third amendment to the Third Amended and Restated Note Purchase Agreement dated as of December 15, 2022 (as amended by that certain Amendment No. 1 to Third Amended and Restated Note Purchase Agreement, dated as of August 14, 2023 and as further amended by that certain Amendment No. 2 to Third Amended and Restated Note Purchase Agreement, dated as of December 1, 2023), by and among the Company, the Guarantors party thereto, the Purchasers party thereto and Renew Group Private Limited, in its capacity as agent for the Purchasers (the "Note Purchase Agreement"). Pursuant to the third amendment, interest which was, or will be, due on December 31, 2023, March 31, 2024, June 30, 2024 and September 30, 2024 will now be due on or before December 31, 2024, as well as the interest otherwise due on December 31, 2024. This includes interest due on the Company's 2023 senior secured notes, its other senior secured notes, its delayed draw term notes and its 2022 bridge notes. The deferral is contingent on, among other things, no events of default occurring under the Note Purchase Agreement during the deferral period.

(b) Amendment to Business Combination Agreement

As of July 12, 2024, the Company entered into a second amendment to its Business Combination Agreement dated November 5, 2023 among the Company, Simplify Inventions, LLC ("Simplify"), Bridge Media Networks, LLC, a wholly owned subsidiary of Simplify ("Bridge Media"), New Arena Holdco, Inc., a wholly owned subsidiary of Arena ("Newco"), Energy Merger Sub I, LLC, a wholly owned subsidiary of Newco, and Energy Merger Sub II, LLC, a wholly owned subsidiary of Newco. Pursuant to the second amendment, the outside termination date for the business combination was extended from August 5, 2024 to November 5, 2024. In addition, certain changes were made to the contemplated post-combination officers and directors.