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See  the  section  titled  “Underwriting—Lock-up  and  Market  Standoff  Agreements”  for  more  information  about 
these transfer restrictions and related expirations and exceptions.

Class N Common Stock

Shares  of  our  Class  N  common  stock  are  not  listed  on  a  stock  exchange  and  are  not  registered  under  the 
Securities Act. Shares of our Class N common stock will automatically convert into shares of Class A common 
stock upon a qualifying transfer, which shares would be subject to the resale restrictions and registration rights 
described in this section. See the section titled “Description of Capital Stock” for a complete description of the 
conversion mechanics applicable to our Class N common stock.

Following the completion of this offering, shares of Class N common stock will consist of:

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                     shares,  representing  shares  outstanding  as  of  September  30,  2026  and  shares  to  be  issued 
immediately prior to the completion of this offering pursuant to the Preferred Stock Conversion with 
respect to all outstanding shares of our non-voting redeemable convertible preferred stock;

                     shares  to  be  issued  immediately  prior  to  the  completion  of  this  offering  pursuant  to  the 
conversion  of  outstanding  convertible  promissory  notes  at  the  applicable  fixed  conversion  prices, 
representing shares issuable upon the completion of this offering without causing the holder to exceed 
any applicable ownership cap; 

                     shares  issuable  at  certain  intervals  following  the  completion  of  this  offering  pursuant  to  the 
conversion  of  any  remaining  outstanding  convertible  promissory  notes  at  the  applicable  fixed 
conversion  prices  that  could  not  be  converted  immediately  prior  to  the  completion  of  this  offering 
without exceeding such ownership cap; and

any shares issuable in connection with (i) the conversion of any convertible promissory notes that may 
be issued under our NPAs following the completion of this offering, (ii) draws under our NPAs that are 
settled  directly  in  shares  of  Class  N  common  stock  following  the  completion  of  this  offering,  (iii) 
donations  that  we  match  under  our  Donation  Matching  Plan,  and  (iv)  certain  contractual  rights  to 
private placements, whether concurrent with or following the completion of this offering.

For  a  description  of  the  conversion  mechanics  of  the  outstanding  notes  and  the  rights  to  future  issuances  of 
notes  and  Class  N  common  stock,  see  the  section  titled  “Management’s  Discussion  and  Analysis  of  Financial 
Condition and Results of Operations—Liquidity and Capital Resources—Convertible Notes.”

Additionally,  certain  holders  of  our  Class  N  common  stock  are  entitled  to  registration  rights  with  respect  to 
their  shares,  the  exercise  of  which  could  facilitate  sales  of  large  blocks  of  our  shares  into  the  public  market 
following  any  applicable  lock-up  period.  See  the  section  titled  “Description  of  Capital  Stock—Registration 
Rights” for a description of these registration rights.

Rule 144 

In general, Rule 144 provides that once we have been subject to the public company reporting requirements of 
Section 13 or Section 15(d) of the Exchange Act for at least 90 days, a person who is not deemed to have been 
one of our affiliates for purposes of the Securities Act at any time during the 90 days preceding a sale and who 
has beneficially owned the shares of our Class A common stock proposed to be sold for at least six months is 
entitled to sell those shares without complying with the manner of sale, volume limitation, or notice provisions 
of Rule 144, subject to compliance with the public information requirements of Rule 144. If such a person has 
beneficially owned the shares proposed to be sold for at least one year, including the holding period of any prior 
owner other than our affiliates, then that person would be entitled to sell those shares without complying with 
any of the requirements of Rule 144. 

In general, Rule 144 provides that our affiliates or persons selling shares of our Class A common stock on behalf 
of our affiliates are entitled to sell upon expiration of the market standoff agreements and lock-up agreements 

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