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shares  in  such  registration,  subject  to  certain  marketing  and  other  limitations  and  the  registration  rights  of 
lenders under our convertible note agreements, which consist of the Google RRA and the Infrastructure Partner 
RRA described below. As a result, whenever we propose to file a registration statement under the Securities Act, 
other than with respect to (i) a registration related to any employee benefit plan or a corporate reorganization 
or  other  transaction  covered  by  Rule  145  promulgated  under  the  Securities  Act,  (ii)  a  registration  on  any 
registration  form  which  does  not  include  substantially  the  same  information  as  would  be  required  to  be 
included in a registration statement covering the sale of the shares, or (iii) a registration in which the only Class 
A common stock being registered is Class A common stock issuable upon conversion of debt securities that are 
also  being  registered,  the  holders  of  these  shares  are  entitled  to  notice  of  the  registration  and  have  the  right, 
subject  to  certain  limitations  and/or  cutbacks,  to  include  their  shares  in  the  registration.  If  the  underwriters 
limit the number of shares to be included in an underwritten offering, the number of registrable shares included 
may  not  be  reduced  below  20%  of  the  total  securities  included  in  the  offering,  and  shares  held  by  our  co-
founders may not be included if any registrable shares held by other selling holders are excluded.

S-3 Registration Rights 

After the completion of this offering, the holders of up to            shares of our Class A common stock (including 
those issuable upon conversion of our Class N common stock) will be entitled to certain Form S-3 registration 
rights. The holders of at least 60% of the shares registrable under our IRA that are entitled to vote may make a 
written request that we register the offer and sale of their shares on a registration statement on Form S-3 if we 
are eligible to file a registration statement on Form S-3 so long as the request covers securities the anticipated 
aggregate  public  offering  price  of  which  is  at  least  $2,000,000,  net  of  any  underwriters’  discounts  or 
commissions.  These  stockholders  may  make  an  unlimited  number  of  requests  for  registration  on  Form  S-3; 
however, we will not be required to effect a registration on Form S-3 if we have effected two such registrations 
within  the  12-month  period  preceding  the  date  of  the  request.  Additionally,  if  we  determine  that  it  would  be 
seriously detrimental to us and our stockholders to effect such a registration, we have the right to defer such 
registration,  not  more  than  once  in  any  12-month  period,  for  a  period  of  up  to  120  days.  We  are  also  not 
required  to  effect  a  registration  on  Form  S-3  during  the  period  ending  180  days  after  the  effective  date  of  a 
registration statement subject to the piggyback registration rights described above.

Registration Rights of Google

We  entered  into  the  Google  RRA  in  May  2026  in  connection  with  our  Google  2026  NPA,  pursuant  to  which 
Google  may  acquire  shares  of  our  capital  stock.  Under  the  Google  RRA,  shares  of  our  capital  stock  held  by 
Google  that  are  not  covered  by  the  registration  rights  under  our  IRA  are  registrable,  subject  to  customary 
exceptions. During the one-year period following the effective date of the registration statement of which this 
prospectus forms a part, Google may make a single demand that we register the resale of all of its registrable 
shares that are not then salable pursuant to Rule 144. In addition, once we are eligible to use Form S-3, we are 
required  to  register  on  Form  S-3,  within  60  days  of  each  quarterly  closing  under  the  Google  2026  NPA,  the 
resale of the registrable shares acquired at such closing and of any registrable shares not previously registered, 
and to keep such registrations effective for so long as Google holds registrable shares. Registrations under the 
Google  RRA  are  subject  to  customary  deferral  and  blackout  provisions,  and  Google  may  not  exercise  its 
registration  rights  under  the  Google  RRA  after  February  7,  2033  or,  if  earlier,  the  date  that  is  12  months 
following the final quarterly closing under the Google 2026 NPA.

Registration Rights of Broadcom

We  entered  into  the  Infrastructure  Partner  RRA  in  June  2026  in  connection  with  the  Infrastructure  Partner 
2026 NPA that may be assigned by Broadcom, subject to our consent (not to be unreasonably withheld), to a 
designated financial partner, pursuant to which we may issue convertible promissory notes to Broadcom or a 
designated financial partner. Registrable shares under the Infrastructure Partner RRA generally consist of the 
shares  of  our  Class  A  common  stock  issuable  upon  conversion  of  our  Class  N  common  stock  issued  upon 
conversion of the notes, subject to customary exceptions. Once we are eligible to use Form S-3, we are required 
to file, within 60 days, a shelf registration statement covering resales of these registrable shares, and to keep it 
effective and effect takedowns at the request of the holder of these shares for so long as these registrable shares 
are held. The holder of these registrable shares also has demand registration rights following the listing of our 
securities,  limited  to  one  demand  registration  for  every  $5.0  billion  of  notes  issued  and  subject  to  a 
$500,000,000  minimum  offering  size  (unless  the  holder  of  these  registrable  shares  is  selling  all  of  its 

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