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Description of Capital Stock 

General 

The following description summarizes certain important terms of our capital stock, as they are expected to be in 
effect  immediately  prior  to  the  completion  of  this  offering.  We  expect  to  adopt  an  amended  and  restated 
certificate  of  incorporation  and  amended  and  restated  bylaws  that  will  become  effective  immediately  prior  to 
the completion of this offering, and this description summarizes the provisions that are expected to be included 
in such documents. Because it is only a summary, it does not contain all the information that may be important 
to you. For a complete description of the matters set forth in this section titled “Description of Capital Stock,” 
you  should  refer  to  our  amended  and  restated  certificate  of  incorporation,  amended  and  restated  bylaws,  the 
Trust Agreement, the Founder LLC Agreement, the IRA, and the Stockholders’ Agreement, which are included 
as exhibits to the registration statement of which this prospectus forms a part, and to the applicable provisions 
of Delaware law. Immediately following the completion of this offering, our authorized capital stock will consist 
of 460,000,000,002 shares of capital stock, $0.00001 par value per share, of which: 

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300,000,000,000 shares are designated as Class A common stock (the “Class A common stock”); 

100,000,000,000 shares are designated as Class N common stock (the “Class N common stock”); 

one share is designated as Class T common stock (the “Class T common stock”); 

one share is designated as Class F common stock (the “Class F common stock”);

30,000,000,000 shares are designated as Class E common stock (the “Class E common stock”); and

30,000,000,000 shares are designated as preferred stock. 

As  of  September  30,  2026,  assuming  the  Preferred  Stock  Conversion,  Convertible  Notes  Conversion,  Class  F 
Stock  Issuance,  Initial  Public  Benefit  Issuance,  and  RSU  Settlement  occurred  as  of  such  date,  there  were            
shares of our Class A common stock outstanding, held by            stockholders of record,            shares of our Class 
N common stock outstanding, held by            stockholders of record, one share of our Class T common stock 
outstanding,  held  by  one  stockholder  of  record,  one  share  of  our  Class  F  common  stock  outstanding,  held  by 
one stockholder of record, and no shares of our Class E common stock or preferred stock outstanding. 

As more fully described below, the following table summarizes certain key terms of each class or series of our 
common stock that will be authorized following the completion of this offering:

Category of Rights

Votes per share

Matters on which 
entitled to vote

Class A Common 
Stock

Class N Common 
Stock

Class T Common 
Stock

Class F Common 
Stock

Class E Common 
Stock

1

0

1

All matters submitted 
to stockholders 
generally; election of 
non-Class T directors; 
certain amendments 
to the terms of the 
LTBT or the rights of 
our Class T common 
stock; redemption of 
our Class T common 
stock

Not entitled to vote 
except as required by 
law, in which case our 
Class N common stock 
will have one vote per 
share

Election of Class T 
directors, which 
constitute a majority 
of our board of 
directors; redemption 
of our Class E 
common stock; 
certain amendments 
to the rights of our 
Class F common stock

50.1% of outstanding 
voting power on 
record date

All matters submitted 
to stockholders 
generally; election of 
non-Class T directors; 
certain amendments 
to the terms of the 
LTBT or the rights of 
our Class T common 
stock; redemption of 
our Class T common 
stock; redemption of 
our Class E common 
stock

1

Nomination, change 
in designation, or 
removal of the 
Specified Class T 
Director (only if the 
NGC does not concur 
in the LTBT’s 
nomination, change in 
designation, or 
removal); certain 
amendments to the 
terms of the LTBT or 
the rights of our Class 
T common stock; 
redemption of our 
Class T common stock

Conversion rights

None

Converts into Class A 
common stock upon a 
sale or transfer to an 
unaffiliated third 
party

None

None

None

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