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future  financing  capacity,  if  needed,  subject  to  certain  conditions  described  below.  The  principal  economic 
terms of the NPAs that relate to our outstanding notes and potential future financing capacity are summarized 
in the tables below. To the extent an NPA creates an obligation to issue notes in the future, that obligation is 
accounted  for  as  a derivative  liability  on  our  consolidated  balance  sheets  until  the  related  note  is  issued.  For 
additional information, including the historical issuance and conversion of notes under these agreements, see 
Notes 9 and 16 to our consolidated financial statements included elsewhere in this prospectus.

Outstanding Notes

The  following  table  summarizes  the  notes  outstanding  under  our  NPAs  as  of  June  30,  2026,  which  consist 
entirely of non-interest-bearing rollover notes issued to Amazon under the Amazon 2023 NPA and the Amazon 
2024  NPA,  neither  of  which  provides  for  the  issuance  of  additional  notes.  Under  the  terms  of  the  applicable 
notes, and unless Amazon elects in its sole discretion to waive the limitation, no portion of a note converts to 
the extent that, immediately following the conversion, Amazon would hold more than 12% of our capitalization, 
calculated for this purpose to include all of our outstanding capital stock on an as-converted basis together with 
shares underlying our outstanding equity awards and other outstanding convertible securities. The portion of 
each note that could not convert without exceeding this ownership cap was reissued as a rollover note in lieu of 
the shares of our non-voting redeemable convertible preferred stock that would otherwise have been issued to 
Amazon.

Counterparty
Amazon

Amazon

Total

Agreement
Amazon 2023 
NPA(3)
Amazon 2024 
NPA(4)

Principal 
Amount 
Outstanding 
(in millions)
$

2,186 $

Conversion 
Price Per 
Share(1)

2.0928

Class N 
Shares 
Issuable on 
Conversion(2)
1,044,716,970

4,017 $

5.0478

795,727,992

$

6,203

1,840,444,962

______________
(1)

In connection with this offering, the notes will convert, subject to Amazon’s ownership cap, which may be waived at Amazon’s 
election, into shares of Class N common stock at the lower of the fixed conversion price per share reflected in the table and the 
initial price per share of Class A common stock set forth on the cover of this prospectus (“IPO Price”). Following this offering, 
any notes that could not convert in connection with this offering due to the holder’s ownership cap will convert at the end of 
each fiscal quarter at the lowest of such fixed price, the IPO Price, and the 10-day trailing volume-weighted average price of our 
Class A common stock, subject to such continued ownership cap.

(2) Assumes  conversion  at  the  applicable  price  in  the  column  titled  “Conversion  Price  Per  Share”  and  represents  the  aggregate 
number  of  shares  of  Class  N  common  stock  issuable  upon  conversion  of  the  notes,  without  giving  effect  to  the  holder’s 
ownership cap. The principal amount of any notes that cannot convert without exceeding the applicable ownership cap will be 
re-issued as a non-interest-bearing “rollover note” with substantially identical terms (other than any reduction in principal as a 
result  of  any  partial  conversion  up  to  Amazon’s  ownership  cap).  The  remaining  rollover  notes  would  remain  outstanding 
following this offering and would automatically convert at the end of each subsequent fiscal quarter as described above, to the 
extent such conversion would not exceed Amazon’s ownership cap, which may be waived at Amazon’s election. The number of 
shares of Class N common stock issued upon conversion at the completion of this offering, and the aggregate principal amount 
of notes remaining outstanding as rollover notes following this offering, will be determined based on the final offering size and 
Amazon’s election with respect to the ownership cap.

(3) Matures March 2034, subject to earlier repayment or conversion.
(4) Reflects  the  aggregate  principal  amount  of  notes  outstanding  under  the  Amazon  2024  NPA,  which  were  issued  across  three 
tranches,  and  will  mature  in  January  2035,  May  2035,  and  November  2035,  as  applicable,  in  each  case  subject  to  earlier 
repayment or conversion.

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