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Table of Contents recommend to clients that they should acquire, long and/or short positions in such assets, securities, and instruments. Offerings Outside the United States This offering includes public offerings in Australia, Canada, certain member states of the European Economic Area, Japan, Switzerland, and the United Kingdom. We do not currently intend to list our Class A common stock on any exchange in such jurisdictions. If we choose to terminate a public offering in any international jurisdiction prior to the completion of this offering, the shares that would otherwise have been allocated for sale in such international jurisdiction are expected to be reallocated to the offerings in the remaining jurisdictions, including the United States, and thus the total size of this offering is not expected to change in the event of such termination. Subject to applicable law, the underwriters may offer shares of our Class A common stock outside of the United States, Australia, Canada, the European Economic Area, Japan, Switzerland, and the United Kingdom. The underwriters may use one or more affiliates in order to offer and sell shares outside of the United States. No shares of our Class A common stock will be offered or sold in any jurisdiction except by or through brokers or dealers duly registered under the applicable securities laws of that jurisdiction, or in circumstances where any exemption from such registration requirements is available. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any shares of our Class A common stock offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful. Selling Restrictions Barclays Bank PLC is not a broker-dealer registered with the SEC. Therefore, to the extent that Barclays Bank PLC intends to effect any sales of any shares of Class A common stock in the United States, it will do so through its SEC-registered broker-dealer affiliate in the United States, Barclays Capital Inc., in compliance with applicable U.S. laws and regulations and as permitted by FINRA regulations. Argentina The shares of Class A common stock are not authorized for public offering in Argentina by the Comisión Nacional de Valores pursuant to Argentine Public Offering Law No. 17,811, as amended, and they shall not be sold publicly. Therefore, any transaction carried out in Argentina must be made privately. Australia This prospectus does not constitute a prospectus, product disclosure statement, or other disclosure document under Chapter 6D.2 of the Corporations Act 2001 (the “Corporations Act”), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act. Any offer in Australia of the shares of Class A common stock made pursuant to this prospectus may only be made to persons (the “Exempt Investors”) who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares of Class A common stock without disclosure to investors under Chapter 6D of the Corporations Act. The shares of Class A common stock applied for by Exempt Investors in Australia pursuant to this prospectus must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise, or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person 325
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