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Although our Class N common stock is not entitled to vote, it is entitled to economic rights equivalent to those 
of our Class A common stock, including the right to participate ratably with our Class A common stock in any 
dividends we may declare and in distributions upon a liquidation, dissolution, or winding-up. As a result, the 
shares  of  Class  N  common  stock  issued  in  connection  with  the  completion  of  this  offering  as  a  result  of  the 
Preferred Stock Conversion and Convertible Notes Conversion will dilute the economic interests, including any 
dividends  and  any  proceeds  available  for  distribution  to  stockholders,  of  the  holders  of  our  Class  A  common 
stock, and such shares are included together with our Class A common stock in determining net tangible book 
value per share. See the section titled “Dilution.”

The  shares  of  Class  N  common  stock  will  automatically  convert  into  an  equal  number  of  shares  of  Class  A 
common stock upon a transfer effected through: (i) a registered offering or an open market sale of such shares 
or  (ii)  a  transfer  to  an  unaffiliated  third  party,  subject  to  certain  limitations  described  in  the  section  titled 
“Description of Capital Stock.” While held as Class N common stock, these shares are non-voting and therefore 
do not impact the voting power of the holders of our Class A common stock. Upon the conversion of shares of 
Class N common stock into Class A common stock, however, the resulting shares of Class A common stock will 
be  entitled  to  one  vote  per  share  and  the  issuance  of  such  shares  will  dilute  the  voting  power  of  the  existing 
holders of our Class A common stock. Any shares of Class N common stock that we issue in the future would 
have  the  same  effect,  diluting  the  economic  interests  of  the  holders  of  our  Class  A  common  stock  while 
outstanding, as well as diluting their voting power upon conversion into Class A common stock. 

Future  issuances  of  our  Class  A  common  stock  and  Class  N  common  stock  will  not  dilute  the 
voting power of our Class F common stock.

Future issuances of our Class A common stock, including upon conversion of our Class N common stock, and 
our Class N common stock will not dilute the voting power of our Class F common stock because our Class F 
common stock is entitled to a fixed 50.1% of the total voting power of our outstanding shares of capital stock as 
of  the  applicable  record  date  with  respect  to  matters  submitted  to  stockholders  generally.  For  example,  if  we 
were  to  issue  1,000,000  additional  shares  of  Class  A  common  stock,  our  Class  F  common  stock  would 
automatically be entitled to an incremental number of votes sufficient to cause the aggregate voting power of 
our Class F common stock to equal 50.1% of the total voting power of our outstanding shares of capital stock as 
of  the  applicable  record  date  with  respect  to  matters  submitted  to  stockholders  generally,  or  approximately 
1,004,008 additional votes. Any future issuances of additional shares of Class A common stock, including upon 
conversion  of  our  Class  N  common  stock,  and  Class  N  common  stock  will  not  be  subject  to  approval  by  our 
stockholders except as required by the listing standards of the Nasdaq Global Select Market.

Future sales of our Class A common stock in the public market could cause the market price of 
our Class A common stock to decline.

The market price of our Class A common stock may decline due to sales of a large number of shares of our Class 
A  common  stock  in  the  market  after  this  offering.  The  potential  for  such  sales  to  occur  may  also  depress  the 
market price of our Class A common stock. Following the completion of this offering, based on            shares of 
our Class A common stock outstanding and            shares of Class N common stock outstanding as of September 
30,  2026  (after  giving  effect  to  the  Preferred  Stock  Conversion,  Convertible  Notes  Conversion,  Initial  Public 
Benefit  Issuance,  and  RSU  Settlement),  we  will  have  a  total  of                      shares  of  Class  A  common  stock 
outstanding and            shares of Class N common stock outstanding. Our directors, executive officers, and the 
holders  of  substantially  all  of  our  capital  stock  and  securities  convertible  into  or  exchangeable  for  our  capital 
stock  have  entered  into  market  standoff  agreements  with  us  or  have  entered  or  will  enter  into  lock-up 
agreements  with  Goldman  Sachs  &  Co.  LLC  and  Morgan  Stanley  &  Co.  LLC,  on  behalf  of  the  underwriters, 
under which they have agreed, subject to specific exceptions including specified early expiration provisions, to 
certain restrictions on their ability to transfer any shares of our Class A common stock or Class N common stock 
or securities directly or indirectly convertible into or exchangeable or exercisable for our Class A common stock 
or  Class  N  common  stock  during  the  period  ending  (i)  in  the  case  of  our  co-founders  and  certain  of  our 
stockholders holding more than 0.5% of our fully diluted shares prior to this offering, on the earlier of (A) 6:00 
AM  Eastern  Time  on  the  second  full  trading  day  immediately  following  the  public  release  of  our  quarterly 
financial  results  for  the  fiscal  quarter  ending  September  30,  2027  and  (B)  immediately  after  the  close  of  the 
trading day on the 365th day after the date of this prospectus, and (ii) in the case of all other such holders, on 
the earlier of (A) 6:00 AM Eastern Time on the second full trading day immediately following the public release 
of  our  quarterly  financial  results  for  the  fiscal  quarter  ending  March  31,  2027  and  (B)  immediately  after  the 

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