Small print.
Wide open.

Table of Contents

The issuance of additional stock in connection with financings, acquisitions, investments, our 
equity  incentive  plans,  the  conversion  of  our  outstanding  convertible  promissory  notes,  the 
conversion  of  our  outstanding  Class  N  common  stock,  our  public  benefit  initiatives,  or 
otherwise will dilute the interests of the holders of our Class A common stock.

Our  amended  and  restated  certificate  of  incorporation  that  will  become  effective  immediately  prior  to  the 
completion  of  this  offering  authorizes  us  to  issue  up  to  an  aggregate  of  300,000,000,000  shares  of  Class  A 
common  stock,  100,000,000,000  shares  of  Class  N  common  stock,  one  share  of  Class  T  common  stock,  one 
share of Class F common stock, 30,000,000,000 shares of Class E common stock, and 30,000,000,000 shares 
of preferred stock, with such rights, powers, and preferences as may be determined by our board of directors 
(subject  to  limitations  in  our  amended  and  restated  certificate  of  incorporation,  which  will  become  effective 
immediately prior to the completion of this offering, or prescribed by Delaware law). Subject to compliance with 
applicable rules and regulations, we may issue shares of our capital stock or securities convertible into shares of 
our  capital  stock  from  time  to  time  in  connection  with  a  financing,  an  acquisition,  an  investment,  our  equity 
incentive plans, the conversion of our outstanding convertible promissory notes, the conversion of our Class N 
common  stock,  our  public  benefit  initiatives,  which  may  include  issuances  of  equity  to  third  parties  such  as 
nonprofit  organizations,  research  institutions,  or  other  recipients,  or  otherwise,  including  the  Public  Benefit 
Issuances.  Any  such  issuances  may  result  in  substantial  dilution  to  the  holders  of  our  Class  A  common  stock 
and cause the market price of our Class A common stock to decline. For a discussion of the dilutive impact of 
our Class N common stock on the holders of our Class A common stock, see the risk factor titled “A substantial 
number of shares of our Class N common stock will be outstanding upon the completion of this offering, which 
will dilute the voting power of the holders of our Class A common stock upon conversion.”

In addition, registration rights agreements entered into with counterparties to certain of our NPAs provide such 
counterparties  with  rights  to  cause  us  to  register  for  resale  after  this  offering  (i)  shares  of  our  common  stock 
underlying such notes, (ii) shares of Class A common stock issuable upon conversion of Class N common stock 
issued  upon  conversion  of  the  notes,  and  (iii)  shares  of  our  common  stock  issued  in  connection  with  certain 
contractual rights to private placements concurrent with this offering. The exercise of such registration rights 
could facilitate sales of large blocks of our Class A common stock into the public market, which could depress 
the market price of our Class A common stock or increase its volatility.

A  substantial  number  of  shares  of  our  Class  N  common  stock  will  be  outstanding  upon  the 
completion  of  this  offering,  which  will  dilute  the  voting  power  of  the  holders  of  our  Class  A 
common stock upon conversion.

Immediately prior to the completion of this offering, after giving effect to the Preferred Stock Conversion and 
the  Convertible  Notes  Conversion,  we  will  have                      shares  of  Class  N  common  stock  outstanding, 
representing  approximately           % of our outstanding capital stock prior to this offering and approximately 
          % of our outstanding capital stock following the completion of this offering (in each case, excluding our 
Class T common stock, Class F common stock, and Class E common stock). After giving effect to the Preferred 
Stock Conversion and the Convertible Notes Conversion, Amazon and Google will each hold greater than five 
percent  of  our  outstanding  capital  stock.  Although  our  Class  N  common  stock  is  non-voting,  their  holdings 
represent a significant economic interest in our company, and because our Class N common stock converts into 
Class A common stock upon transfer to an unaffiliated third party, these shares could also become significant to 
the voting power of our Class A common stock following any such transfer. Immediately prior to the completion 
of this offering, after giving effect to the Preferred Stock Conversion and the Convertible Notes Conversion, and 
immediately following the offering, Amazon will hold            shares of our Class N common stock and Google 
will  hold            shares of our Class N common stock. An aggregate of an additional           shares of Class N 
common  stock  will  be  issuable  after  this  offering  upon  conversion  of  remaining  outstanding  convertible 
promissory notes, all of which are held by Amazon, that could not convert immediately prior to the completion 
of  this  offering  without  exceeding  the  applicable  ownership  cap.  Additional  shares  of  Class  N  common  stock 
may  also  be  issued  following  this  offering  pursuant  to  the  Public  Benefit  Issuances,  future  drawdowns  and 
related issuances or conversions under our note purchase agreements, and certain contractual rights. See the 
sections  titled  “Shares  Eligible  for  Future  Sale—Class  N  Common  Stock,”  “Management’s  Discussion  and 
Analysis  of  Financial  Condition  and  Results  of  Operations—Liquidity  and  Capital  Resources—Convertible 
Notes,” and “Business—Our Commitment to Public Benefit.”

116