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Paid by the selling stockholders

Per Share

Total 

No Exercise

Full Exercise

$                     

$                     

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$                     

Shares  of  Class  A  common  stock  sold  by  the  underwriters  to  the  public  will  initially  be  offered  at  the  initial 
public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities 
dealers may be sold at a discount of up to $           per share from the initial public offering price. After the initial 
offering  of  the  shares,  the  representatives  may  change  the  offering  price  and  the  other  selling  terms.  The 
offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ 
right to reject any order in whole or in part. 

Lock-Up and Market Standoff Agreements

Our directors, officers, and the holders of substantially all of our capital stock and securities convertible into or 
exercisable or exchangeable for our capital stock have entered into market standoff agreements with us under 
which  they  have  agreed  that,  subject  to  certain  exceptions,  for  a  period  of  180  days  after  the  date  of  this 
prospectus, they will not, without our prior written consent, sell, make any short sale of, loan, grant any option 
for the purchase of, or otherwise dispose of any of our securities, including securities issued or issuable upon 
the  conversion,  exercise,  exchange,  reclassification,  or  replacement  of  such  securities.  The  underwriters  have 
requested that these market standoff provisions apply in connection with this offering, and we have agreed in 
the  underwriting  agreement  with  the  underwriters  to  enforce  these  market  standoff  provisions  and  similar 
restrictions during the period of up to 180 days after the date of this prospectus and not amend or waive any 
such restrictions without the prior written consent of the representatives, except any amendment or waiver of 
such restrictions to permit a Transfer (as defined below) of securities that would be permissible under the terms 
of  a  lock-up  agreement  as  described  below.  This  agreement  to  enforce  these  market  standoff  provisions  does 
not apply to shares that would be subject to a lock-up period extending beyond 180 days after the date of this 
prospectus.

We have agreed with the underwriters that during the period beginning the date of this prospectus and ending 
upon the earlier to occur of (x) 6:00 AM Eastern Time on the second full trading day immediately following the 
public  release  of  our  quarterly  financial  results  (which  for  this  purpose  does  not  include  “flash”  numbers  or 
preliminary, partial earnings) for the fiscal quarter ending March 31, 2027 (the date of such public release, the 
“Q1 Earnings Release Date”) or (y) immediately after the close of the trading day on the 180th day after the date 
of  this  prospectus  (the  “180th  Day”)  (such  period,  the  “company  lock-up  period”),  without  the  prior  written 
consent of the representatives, on behalf of the underwriters, subject to certain exceptions, we will not (a) offer, 
sell, contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise transfer or dispose 
of,  directly  or  indirectly,  or  file  with  or  confidentially  submit  to  the  SEC  a  registration  statement  under  the 
Securities Act relating to, any shares of our Class A common stock or other securities substantially similar to 
our Class A common stock, including but not limited to any options or warrants to purchase shares of our Class 
A common stock or any securities that are convertible into or exchangeable for, or that represent the right to 
receive,  shares  of  Class  A  common  stock  (including  our  Class  N  common  stock)  or  any  such  substantially 
similar securities, and any shares of Class A common stock issuable upon exercise, conversion, or exchange of 
any of the foregoing, or publicly disclose the intention to make any offer, sale, pledge, disposition, or filing, or 
(b)  enter  into  any  swap  or  other  agreement  that  transfers,  in  whole  or  in  part,  any  of  the  economic 
consequences of ownership of any of our Class A common stock or any such other securities, whether any such 
transaction described in (a) or (b) above is to be settled by delivery of shares of our Class A common stock or 
such other securities, in cash, or otherwise, or publicly disclose the intention to enter into any such equity swap 
or transfer arrangement.

These  restrictions  do  not  apply  to:  (a)  the  shares  sold  in  this  offering,  (b)  the  issuance  by  us  of  our  common 
stock  upon  the  exercise  (including  any  net  exercise)  of  an  option  or  warrant,  the  vesting  and  settlement 
(including  any  net  settlement)  of  restricted  stock  units  or  similar  equity  awards,  or  the  reclassification, 
exchange,  or  conversion  of  a  security,  in  each  case  outstanding  on  the  date  of  this  prospectus  and  identified 
herein,  (c)  the  grant  or  issuance  by  us,  or  exercise  or  settlement  (in  cash,  shares  of  our  common  stock,  or 
otherwise),  of  options,  stock  appreciation  rights,  restricted  stock  awards,  restricted  stock  units,  performance 

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