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dissolution  of  the  Founder  LLC  (the  “Class  F  Sunset  Time”).  Upon  the  completion  of  this  offering,  our  co-
founders  will  collectively  hold  approximately  (i)           % of the total voting power of our outstanding capital 
stock  with  respect  to  matters  submitted  to  stockholders  generally,  excluding  through  their  interests  in  the 
Founder LLC, and (ii)           % of the total voting power of our outstanding capital stock with respect to matters 
submitted to stockholders generally, including through their interests in the Founder LLC.

The  voting  power  of  the  LTBT  and  the  Founder  LLC  are  not  derived  from  or  proportionate  to  economic 
interests in our company and will not be subject to dilution or the loss of rights upon the issuance of additional 
shares of Class A common stock (including upon conversion of any Class N common stock) or any other shares 
of our capital stock. Moreover, the LTBT, Founder LLC, and our individual co-founders may have interests that 
differ from yours and may vote in a way with which you disagree and that may be adverse to your interests. For 
example,  while  the  LTBT,  Founder  LLC,  and  our  co-founders  share  a  long-term  commitment  to  our  mission 
that  may  benefit  stockholders  who  share  our  public  benefit  goals,  the  separation  between  voting  power  and 
economic interests may result in such persons exercising their influence in a manner that prioritizes actions or 
outcomes  they  believe  to  be  consistent  with  the  Company  Purpose  and  the  best  interests  of  those  materially 
affected by our conduct over the pecuniary interests of our other stockholders. This divergence of voting power 
from economic interests in our company is likely to persist for the foreseeable future and will not be subject to 
dilution based on additional issuances of our capital stock or reduction for sales or dispositions of our capital 
stock by our individual co-founders. For additional information about the circumstances in which our Class T 
common  stock  and  Class  F  common  stock  could  be  redeemed,  see  the  section  titled  “Description  of  Capital 
Stock—Common Stock—Redemption.”

Our  governance  structure  and  the  adoption  of  our  amended  and  restated  certificate  of 
incorporation  may  negatively  affect  the  decision  by  certain  institutional  investors  to 
purchase or hold shares of our Class A common stock.

Certain aspects of our governance structure, such as our multi-class capital structure, may limit the ability of 
certain  institutional  investors  to  invest  in  us  as  a  result  of  their  investment  policies  or  may  make  such  an 
investment less attractive to the portfolio managers of certain institutional investors. 

In  addition,  our  multi-class  capital  structure  may  make  us  ineligible  for  inclusion  in  indices,  and  as  a  result, 
mutual  funds,  exchange-traded  funds,  and  other  investment  vehicles  that  attempt  to  passively  track  these 
indices  would  not  invest  in  our  stock.  These  policies  may  depress  our  valuation  compared  to  those  of  other 
similar companies that are able to be included in such indices.

We  are  considered  a  “controlled  company”  within  the  meaning  of  the  Nasdaq  Global  Select 
Market  corporate  governance  requirements,  and,  as  a  result,  we  qualify  for,  and  currently 
rely on, exemptions from certain corporate governance requirements.

We are considered a “controlled company” within the meaning of the Nasdaq Global Select Market corporate 
governance requirements because the LTBT, as the sole holder of our Class T common stock, generally has the 
power to elect a majority of the authorized members of our board of directors. As a result, we may elect not to 
comply with certain corporate governance requirements, including:

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the requirement that a majority of our board of directors consist of independent directors;

the  requirement  that  our  board  of  directors  have  a  nominating  and  corporate  governance  committee 
that is comprised entirely of independent directors with a written charter addressing the committee’s 
purpose and responsibilities; and

the  requirement  that  we  have  a  compensation  committee  that  is  comprised  entirely  of  independent 
directors with a written charter addressing the committee’s purpose and responsibilities.

If  we  elect  not  to  comply  with  certain  requirements,  you  will  not  have  the  same  protections  afforded  to 
stockholders  of  companies  that  are  subject  to  all  of  the  Nasdaq  Global  Select  Market  corporate  governance 
requirements. Although we qualify as a “controlled company,” we do not expect to rely on this exemption except 
with  respect  to  our  NGC,  which  will  not  consist  entirely  of  independent  directors.  Our  board  of  directors 
currently consists of a majority of independent directors and our audit and compensation committees currently 
consist entirely of independent directors. In the event that we cease to be a “controlled company” and our Class 

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