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obligate us to pay for resources regardless of actual utilization. These commitments represent substantial fixed 
obligations.  As  of  and  subsequent  to  September  30,  2026,  we  have  entered  into  purchase  commitments  and 
lease agreements, including short-term commitments, as well as leases not yet commenced, with an aggregate 
committed spend of more than $          , substantially all of which is related to compute and infrastructure. These 
commitments  include  approximately  $                     expected  to  be  incurred  before  December  31,  2030,  and 
substantially all of the remainder is expected to be incurred between 2031 and 2045. Approximately $           of 
these  commitments  are  due  in  the  next  12  months.  See  the  section  titled  “Management’s  Discussion  and 
Analysis  of  Financial  Condition  and  Results  of  Operations—Liquidity  and  Capital  Resources—Contractual 
Obligations” for more information. 

Our ability to meet the substantial and growing financial obligations of these requirements to secure compute 
depends  on  our  ability  to  generate  significant  revenue  growth.  We  must  grow  our  customer  base  and  expand 
revenue  rapidly  in  order  to  generate  the  cash  flows  necessary  to  satisfy  these  commitments.  However,  our 
revenue is primarily consumption-based, and much of it is not subject to long-term contractual commitments, 
while our compute and infrastructure commitments generally extend over multiple years. As a result, we may 
enter into these obligations based on revenue expectations that may not be realized. If our revenue growth does 
not  keep  pace  with  our  compute-related  payment  obligations,  if  we  are  unable  to  successfully  convert  our 
compute  investment  into  revenue-generating  customer  workloads,  if  we  fail  to  raise  additional  capital  on 
acceptable terms, or if we experience other adverse developments affecting our liquidity, we may be unable to 
satisfy these obligations. Any such failure could also result in defaults under our agreements, loss of access to 
critical resources, and reputational harm. In particular, a default under certain commercial agreements could 
trigger  cross-default  provisions  under  the  A&R  Credit  Agreement  (as  defined  below),  and  certain  of  our 
outstanding  convertible  promissory  notes,  potentially  resulting  in  the  acceleration  of  substantially  all  of  our 
outstanding,  and  any  future,  indebtedness.  Such  cross-defaults  could  set  off  a  cascading  series  of  adverse 
consequences,  including  the  exercise  of  remedies  by  multiple  creditors,  the  termination  of  key  commercial 
arrangements, enforcement actions against our assets, and severe liquidity constraints. An acceleration of our 
indebtedness, combined with the loss of access to critical data center infrastructure, among other things, could 
impair our ability to train and deploy models, serve customers, and fund ongoing operations, which could have 
an adverse effect on our business, financial condition, and results of operations. For more information, see the 
sections  titled  “—We  have  incurred  significant  indebtedness  in  order  to  operate  and  grow  our  business, 
including  to  fund  our  substantial  compute  commitments,  and  our  ability  to  service  this  indebtedness  may  be 
constrained by our cash flows and liquidity” and “—We may not have the ability to raise the funds necessary to 
repay  the  principal  and  accrued  interest  of  our  outstanding  convertible  promissory  notes  or  the  A&R  Credit 
Agreement in cash when required by the terms of the notes or the A&R Credit Agreement, as applicable, or at 
their maturity.” 

Additionally,  the  rapid  pace  of  technological  change  across  AI  infrastructure,  hardware,  software,  system 
architectures, and model development techniques means that compute secured today may become less efficient 
or  economically  attractive  relative  to  future  alternatives.  We  may  find  ourselves  committed  to  using  older-
generation hardware and infrastructure while competitors gain access to more advanced systems, or we may be 
paying premium prices for resources that have declined in market value. These dynamics could adversely affect 
our  cost  structure  and  competitive  position.  Certain  of  our  financing  arrangements  require  us  to  enter  into 
exclusive  or  preferential  supply  commitments  with  particular  chip  suppliers  with  respect  to  the  compute 
financed  pursuant  to  such  arrangements.  These  commitments  may  limit  our  ability  to  shift  procurement  to 
alternative  suppliers  or  newer  chip  architectures  if  our  needs  or  the  technology  landscape  evolve,  potentially 
leaving us committed to platforms that are suboptimal for our actual workload requirements and reducing our 
ability to adjust our compute portfolio in response to changed circumstances. If we are unable to manage the 
foregoing risks, our business, financial condition, and results of operations could be adversely affected.

Constraints  on  the  critical  inputs  supporting  compute  could  limit  our  ability  to  secure 
adequate compute. 

The  compute  necessary  for  training  and  deploying  frontier  models  depends  on  a  supply  chain  with  multiple 
potential points of constraint or failure. The availability, pricing, and lead times for compute are affected by the 
supply  of  advanced  chips  and  other  IT  equipment,  the  availability  of  sufficient  electrical  power and  the 
infrastructure required to generate and deliver it, and the capacity of data center infrastructure. Each of these 
inputs  faces  significant  constraints  that  may  limit  our  ability  to  secure  the  compute  we  need.  In  addition, 

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