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person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt 
Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein 
and  has  no  responsibility  for  the  prospectus.  The  shares  of  Class  A  common  stock  to  which  this  prospectus 
relates may be illiquid or subject to restrictions on their resale. Prospective purchasers of the shares of Class A 
common stock should conduct their own due diligence on the shares of Class A common stock. If you do not 
understand the contents of this prospectus, you should consult an authorized financial advisor.

European Economic Area

In  certain  Member  States  of  the  European  Economic  Area  (each,  a  “Covered  EEA  Country”),  we  will  offer  a 
certain number of shares of our Class A common stock to persons which are not qualified investors as defined 
under Article 2 of the Prospectus Regulation (the “European retail offering”) pursuant to a separate prospectus, 
which  complies  with  the  requirements  of  the  Prospectus  Regulation  and  is  expected  to  be  approved  by  a 
national  competent  authority  of  a  Covered  EEA  Country  in  accordance  with  the  Prospectus  Regulation  (the 
“European prospectus”). 

In relation to each Member State of the European Economic Area (each, a “Relevant State”), no shares of Class 
A common stock have been offered or will be offered in that Relevant State, except for (i) the European retail 
offering in the Covered EEA Countries contemplated by the European prospectus and (ii) with respect to any 
other shares of our Class A common stock which are not offered in the European retail offering in any Relevant 
State at any time under the following exemptions under the Prospectus Regulation:

(a) to any person which is a qualified investor as defined under Article 2 of the Prospectus Regulation;

(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus 

Regulation), subject to obtaining the prior consent of the underwriters for any such offer; or

(c) in  any  other  circumstances  falling  within  Article  1(4)  of  the  Prospectus  Regulation,  provided  that  no 
such  offer  of  shares  of  Class  A  common  stock  shall  require  us  or  any  underwriter  to  publish  a 
prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to 
Article 23 of the Prospectus Regulation and each person who initially acquires any shares or to whom 
any offer is made will be deemed to have represented, acknowledged, and agreed to and with each of 
the representatives and us that it is a “qualified investor” as defined in the Prospectus Regulation.

In the case of any shares of Class A common stock being offered to a financial intermediary as that term is used 
in Article 5 of the Prospectus Regulation, each such financial intermediary will be deemed to have represented, 
acknowledged,  and  agreed  that  the  shares  acquired  by  it  in  the  offer  have  not  been  acquired  on  a 
nondiscretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons 
in circumstances which may give rise to an offer of any shares of Class A common stock to the public other than 
their offer or resale in a Member State to qualified investors as so defined or in circumstances in which the prior 
consent  of  the  representatives  has  been  obtained  to  each  such  proposed  offer  or  resale.  The  company,  the 
underwriters  and  their  affiliates,  and  others  will  rely  upon  the  truth  and  accuracy  of  the  foregoing 
representation, warranty, and agreement.

For the purposes of this provision, the expression an “offer to the public” in relation to any shares of Class A 
common  stock  in  any  Member  State  means  the  communication  in  any  form  and  by  means  of  sufficient 
information on the terms of the offer and the shares of Class A common stock to be offered so as to enable an 
investor  to  decide  to  purchase  shares  of  Class  A  common  stock,  and  the  expression  “Prospectus  Regulation” 
means Regulation (EU) 2017/1129 (as amended).

India

This  prospectus  has  not  been  and  will  not  be  registered  as  a  prospectus  with  any  registrar  of  companies  in 
India. This prospectus has not been and will not be reviewed or approved by any regulatory authority in India, 
including the Securities and Exchange Board of India, any registrar of companies in India or any stock exchange 
in  India.  This  prospectus  and  this  offering  of  the  shares  of  Class  A  common  stock  are  not  and  should  not  be 
construed as an invitation, offer or sale of any securities to the public in India. Other than in compliance with 
the private placement exemptions under applicable laws and regulations in India, including the Companies Act, 
2013, as amended, the shares of Class A common stock have not been, and will not be, offered or sold to the 

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