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described above, within any three-month period, a number of shares of our Class A common stock that does not 
exceed the greater of: 

•

•

1%  of  the  number  of  shares  of  our  capital  stock  then  outstanding,  which  will  equal                      shares 
immediately after the completion of this offering; or 

the  average  weekly  trading  volume  of  our  Class  A  common  stock  during  the  four  calendar  weeks 
preceding the filing of a notice on Form 144 with respect to that sale. 

Sales of our Class A common stock made in reliance upon Rule 144 by our affiliates or persons selling shares of 
our Class A common stock on behalf of our affiliates are also subject to certain manner of sale provisions and 
notice requirements and to the availability of current public information about us. 

Rule 701 

Rule  701  generally  allows  a  stockholder  who  purchased  shares  of  our  capital  stock  pursuant  to  a  written 
compensatory  plan  or  contract  and  who  is  not  deemed  to  have  been  an  affiliate  of  our  company  during  the 
immediately  preceding  90  days  to  sell  these  shares  in  reliance  upon  Rule  144,  but  without  being  required  to 
comply  with  the  public  information,  holding  period,  volume  limitation,  or  notice  provisions  of  Rule  144. 
Rule 701 also permits affiliates of our company to sell their Rule 701 shares under Rule 144 without complying 
with the holding period requirements of Rule 144. All holders of Rule 701 shares, however, are required to wait 
until 90 days after the date of this prospectus before selling those shares pursuant to Rule 701. 

Registration Rights 

Pursuant to our IRA and the Google RRA, after the completion of this offering, the holders of up to            shares 
of  our  Class  A  common  stock,  or  certain  transferees,  will  be  entitled  to  certain  rights  with  respect  to  the 
registration of the offer and sale of those shares under the Securities Act. See the section titled “Description of 
Capital Stock—Registration Rights” for a description of these registration rights. If the offer and sale of these 
shares of our Class A common stock are registered, the shares will be freely tradable without restriction under 
the Securities Act, subject to the Rule 144 limitations applicable to affiliates, and a large number of shares may 
be sold into the public market. 

Registration Statements on Form S-8

We intend to file one or more registration statements on Form S-8 under the Securities Act promptly after the 
effectiveness  of  this  offering  to  register  shares  of  our  Class  A  common  stock  subject  to  RSUs  and  options 
outstanding, as well as reserved for future issuance, under our 2021 Plan, 2026 Plan, and ESPP, as well as the 
resale of certain shares of our Class A common stock previously issued under our 2021 Plan. Such registration 
statements  on  Form  S-8  are  expected  to  become  effective  immediately  upon  filing,  and  shares  of  our  Class  A 
common stock covered by such registration statements will then become eligible for sale in the public market, 
subject  to  applicable  limitations  under  Rule  144,  vesting  restrictions,  and  any  applicable  market  standoff 
agreements  and  lock-up  agreements.  See  the  section  titled  “Executive  Compensation—Equity  Plans”  for  a 
description of our equity compensation plans.

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