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acquiring the shares of Class A common stock pursuant to this prospectus must observe such Australian on-sale 
restrictions.

The public offering in Australia will be made pursuant to a separate prospectus (“Australian Prospectus”) which 
complies with the requirements of the Corporations Act and will be lodged with the Australian Securities and 
Investments  Commission.  Any  non-Exempt  Investor  who  wishes  to  participate  in  the  offering  must  apply 
pursuant  to  the  Australian  Prospectus,  through  an  application  form  which  accompanies  the  Australian 
Prospectus.

This  prospectus  contains  general  information  only  and  does  not  take  account  of  the  investment  objectives, 
financial  situation  or  particular  needs  of  any  particular  person.  It  does  not  contain  any  securities 
recommendations  or  financial  product  advice.  Before  making  an  investment  decision,  investors  need  to 
consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances 
and, if necessary, seek expert advice on those matters.

Brazil

The  offer  and  sale  of  the  shares  of  Class  A  common  stock  have  not  been  and  will  not  be  registered  with  the 
Brazilian  Securities  Commission  (Comissão  de  Valores  Mobiliários,  or  “CVM”)  and,  therefore,  will  not  be 
carried out by any means that would constitute a public offering in Brazil under CVM Resolution No. 160, dated 
13  July  2022,  as  amended,  or  unauthorized  distribution  under  Brazilian  laws  and  regulations.  The  shares  of 
Class  A  common  stock  will  be  authorized  for  trading  on  organized  non-Brazilian  securities  markets  and  may 
only  be  offered  to  Brazilian  Professional  Investors  (as  defined  by  applicable  CVM  regulation),  who  may  only 
acquire the shares of Class A common stock through a non-Brazilian account, with settlement outside Brazil in 
non-Brazilian currency. The trading of the shares of Class A common stock on regulated securities markets in 
Brazil is prohibited.

Chile

The  shares  of  Class  A  common  stock  offered  by  this  prospectus  are  not  registered  in  the  Securities  Registry 
(Registro  de  Valores)  or  subject  to  the  control  of  the  Chilean  Securities  and  Exchange  Commission 
(Superintendencia de Valores y Seguros de Chile). This prospectus and other offering materials relating to the 
offer of the shares of Class A common stock do not constitute a public offer of, or an invitation to subscribe for 
or purchase, the shares of Class A common stock in the Republic of Chile, other than to individually identified 
purchasers pursuant to a private offering within the meaning of Article 4 of the Chilean Securities Market Act 
(Ley  de  Mercado  de  Valores)  (an  offer  that  is  not  “addressed  to  the  public  at  large  or  to  a  certain  sector  or 
specific group of the public”).

Colombia

The  shares  of  Class  A  common  stock  have  not  been  and  will  not  be  registered  with  the  Colombian  National 
Registry  of  Securities  and  Issuers  (Registro  Nacional  de  Valores  y  Emisores  -  RNVE)  maintained  by  the 
Financial Superintendence of Colombia (Superintendencia Financiera de Colombia; the “SFC”) and, therefore, 
the shares of Class A common stock may not be publicly offered or delivered in Colombia. However, the shares 
of Class A common stock may be offered in Colombia under Colombian law pursuant to the private placement 
exemption set forth in the Colombian regulation (Decree 2555 of 2010), in accordance with which an offering 
shall be deemed a private placement if it is addressed to fewer than one hundred (100) specific persons (article 
6.1.1.1.1,  Decree  2555  of  2010).  These  materials  are  solely  our  responsibility  and  have  not  been  reviewed  or 
authorized by the SFC and may not be publicly distributed in Colombia. In making an investment decision, all 
investors, including any Colombian investor who may acquire shares of our Class A common stock from time to 
time, must rely on their own examination of the terms of the offering and shares of our Class A common stock, 
including the merits and risks involved.

Dubai

This  prospectus  relates  to  an  “Exempt  Offer”  in  accordance  with  the  Offered  Securities  Rules  of  the  Dubai 
Financial Services Authority (the “DFSA”). This prospectus is intended for distribution only to persons of a type 
specified  in  the  Offered  Securities  Rules  of  the  DFSA.  It  must  not  be  delivered  to,  or  relied  on  by,  any  other 

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