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Table of Contents such date and (ii) the performance-based vesting condition is satisfied upon the effectiveness of the registration statement of which this prospectus forms a part. We have granted RSAs to founders, early employees, advisors, and in connection with acquisitions. The RSAs consist of awards with a service-based vesting condition. RSAs are measured at fair value of the underlying common stock on the date of grant. We record compensation cost for these awards using the straight-line method over the requisite service period. Common Stock Valuations Prior to our initial public offering, given the absence of a public trading market of our Class A common stock, and in accordance with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held Company Equity Securities Issued as Compensation, our board of directors exercised reasonable judgment and considered numerous objective and subjective factors to determine the best estimate of the fair value of our common stock, including: • • • • • • • • • • contemporaneous third-party valuations of our common stock; the prices paid for common or redeemable convertible preferred stock sold to third-party investors by us and prices paid in secondary transactions, including any tender offers; the rights, preferences, and privileges of our redeemable convertible preferred stock relative to those of our common stock; actual and forecasted operating and financial performance; our stage of development; the industry outlook; the lack of marketability of our common stock; the likelihood of achieving a liquidity event, such as an initial public offering or a sale of our company, given prevailing market conditions; the history and nature of our business, industry trends, and competitive environment; and general economic outlook, including economic growth, inflation and unemployment, interest rate environment, and global economic trends. Our board of directors determined the fair value of our common stock by first determining the enterprise value of our business and then allocating the value among the various classes of our securities to derive a per share value of our common stock. The enterprise value of our business was primarily estimated by reference to the closest round of equity financing to the date of the valuation. In allocating the enterprise value of our business among the various classes of stock prior to this offering, we used a hybrid method based on a contingent claims analysis (“CCA”) and a common stock equivalent (“CSE”) method. The CCA is based on the Black-Scholes-Merton option pricing model, which models each class of stock as a call option with a unique claim on our assets. The CSE method presumes that all shares of redeemable convertible preferred stock convert into common stock based upon their conversion terms and other differences in the rights and preferences of the shares of redeemable convertible preferred stock are ignored. After the allocation of enterprise value to the various classes of stock, a discount for lack of marketability (“DLOM”) is applied to arrive at a fair value of the common stock. A DLOM is meant to account for the lack of opportunity to sell a private company stock that is not traded on public exchanges. In making the final determination of common stock value, consideration is also given to the recent sales and/or expected sales of common stock. Application of these approaches involves the use of estimates, judgment, and assumptions that are complex and subjective, such as those regarding our expected future revenue, expenses, and future cash flows, discount 174
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