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and services that compete with ours. These relationships could give rise to conflicts of interest that affect our 
access  to  compute,  its  cost,  the  prioritization  of  our  workloads,  or  the  terms  on  which  such  capital  or  credit 
support is provided. For a discussion of these and other risks, see the section titled “Risk Factors.”

We  believe  our  existing  available  cash  and  cash  equivalents,  together  with  cash  generated  from  sales  and 
amounts  available  under  our  A&R Credit  Facility  (as  defined  below),  will  be  sufficient  to  support  working 
capital,  operating  and  finance  lease  payments,  and  capital  expenditure  requirements  for  at  least  the  next  12 
months  from  the  date  of  this  prospectus.  However,  our  future  capital  requirements  will  depend  on  many 
factors, including our revenue growth, the timing and extent of our investments in compute and infrastructure 
capacity,  including  additional  or  expanded  CSP,  equipment  lease,  and  data  center  arrangements,  the  success 
and expansion of our sales, marketing, and business development strategies, any potential future investment in 
complementary businesses, products, technologies, assets, and talent, risks associated with the AI industry, and 
other factors described under “Key Factors Affecting Our Performance.” As a result of these and other factors, 
we may be required to seek additional financing sooner than we currently anticipate. Even if we determine that 
additional  financing  is  required,  we  may  not  be  able  to  raise  it  on  terms  acceptable  to  us  or  at  all.  Any  such 
financing, if completed, may be costly, dilutive, or lead to restrictions on how we operate our business. If we are 
unable to raise additional capital when required, or if we cannot expand our operations or otherwise capitalize 
on  our  business  opportunities  because  we  lack  sufficient  capital,  our  business,  financial  condition,  results  of 
operations, and cash flows would be adversely affected.

Over the longer term, we expect to have significant cash requirements as we continue to invest in our business, 
primarily  for  compute  and  infrastructure,  including  our  data  center  infrastructure  build-out,  as  well  as  for 
general operating needs. We expect to fund these long-term cash requirements through a combination of cash 
flows from operations, proceeds from equity financings, including the net proceeds from this offering, proceeds 
from  debt  financings  and  potential  future  indebtedness,  and  financing  arrangements  with  our  partners, 
including  under  our  note  purchase  agreements  and  our  equipment  lease  and  data  center  arrangements.  Our 
ability to meet these requirements over the long term depends on our ability to grow our revenue and generate 
cash  flows  from  operations  and  to  access  additional  capital  on  acceptable  terms.  If  sufficient  funds  are  not 
available, we may be required to reduce, defer, or forgo planned investments, which could adversely affect our 
business, competitive position, and results of operations.

Revolving Credit Agreement 

In  May  2025,  we  entered  into  a  Credit  Agreement  (as  amended  from  time  to  time  prior  to  the  A&R  Credit 
Agreement  (as  defined  below),  the  “Credit  Agreement”)  with  certain  lenders  from  time  to  time  party  thereto 
and  Morgan  Stanley  Senior  Funding,  Inc.,  as  administrative  agent  and  collateral  agent  for  the  lenders,  which 
initially provided for a $2.5 billion senior secured revolving credit facility with a $400 million letter of credit 
sublimit (the “Initial Credit Facility”). In September 2025, we amended the Initial Credit Facility to increase the 
aggregate revolving commitments to $2.75 billion and in November 2025, we further amended the Initial Credit 
Facility  to  increase  the  aggregate  revolving  commitments  to  $3.25  billion  (the  Initial  Credit  Facility,  as 
amended, the “Credit Facility”). As of June 30, 2026, we had no borrowings drawn under the Credit Facility and 
$78  million  of  standby  letters  of  credit  outstanding.  As  of June  30,  2026,  we  were  in  compliance  with  all 
covenants under the Credit Agreement.

In  September  2026,  we  entered  into  an  Amended  and  Restated  Credit  Agreement  (the  “A&R  Credit 
Agreement”),  which  amended  and  restated  the  Credit  Agreement  to  provide  for  a  $15  billion  senior  secured 
revolving credit facility with the full amount thereof available for letters of credit (the “A&R Credit Facility”). 
The A&R Credit Facility will mature on September 4, 2031, subject to earlier springing maturity if more than 
$500  million  in  aggregate  scheduled  cash  principal  payments  on  certain  of  our  indebtedness  are  required 
within the 91-day period preceding the date on which any such scheduled principal payment is due, and we do 
not have sufficient liquidity to make all such payments then due and remain in pro forma compliance with our 
financial covenant, subject to certain other exceptions and conditions set forth in the A&R Credit Agreement. 
The proceeds of the A&R Credit Facility may be used for working capital, general corporate purposes, and other 
lawful purposes. We may request borrowings in U.S. dollars or certain other agreed currencies, subject to the 
terms of the A&R Credit Agreement.

We  may  borrow,  repay,  and  reborrow  amounts  under  the  A&R  Credit  Facility  from  time  to  time.  We  are 
required to pay commitment fees on the unused portion of the A&R Credit Facility and fees in connection with 

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