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Arrangement”).  In  addition,  we  have  the  ability  to  issue,  if  needed,  up  to  $42.0  billion  in  aggregate  principal 
amount  of  convertible  promissory  notes  to  Broadcom  or,  subject  to  our  consent  (not  to  be  unreasonably 
withheld),  a  designated  financial  partner  pursuant  to  a  note  purchase  agreement  that  we  entered  into  with 
Broadcom in March 2026 (the “Infrastructure Partner 2026 NPA”) to finance obligations under the 2026 Lease 
Arrangement.  We  may  be  required  to  use  a  substantial  portion  of  our  cash  flows  from  operations  to  pay 
interest, principal, or other required payments on our indebtedness. 

The delivery of shares of our Class N common stock upon conversion of our outstanding convertible promissory 
notes could result in dilution to our existing stockholders. Following this offering, assuming the conversion of 
our outstanding convertible promissory notes into an aggregate of            shares of our Class N common stock, 
based upon the aggregate principal and accrued and unpaid interest on such notes as of September 30, 2026, 
and an assumed initial public offering price of $           per share (which is the midpoint of the estimated offering 
price range set forth on the cover page of this prospectus), holders of our outstanding convertible promissory 
notes  would  collectively  hold  in  the  aggregate  approximately                    %  of  our  Class  N  common  stock,  which 
represents           % of our total outstanding common stock following this offering. Pursuant to the terms of the 
Amazon  Notes,  to  the  extent  that  the  full  amount  of  such  notes  cannot  convert  into  shares  of  our  Class  N 
common stock in connection with this offering as a result of the ownership cap applicable to the Amazon Notes, 
which  may  be  waived  at  Amazon’s  election,  the  remaining  balance  of  such  notes  will  automatically  convert, 
subject to Amazon’s ownership cap, into shares of our Class N common stock at the applicable conversion price 
at  the  end  of  each  fiscal  quarter  following  this  offering  or,  if  such  remaining  balance  of  such  notes  does  not 
convert before the applicable maturity date because of the applicable ownership cap, such balance will be repaid 
in  cash  at  such  maturity  date.  For  more  information  about  our  convertible  promissory  notes,  see  the  section 
titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and 
Capital Resources—Convertible Notes.”

Our  ability  to  make  scheduled  payments  in  respect  of,  to  pay  interest  on,  or  to  refinance  our  indebtedness, 
including the A&R Credit Agreement and our outstanding convertible promissory notes, depends on our future 
performance, which is subject to economic, financial, competitive, and other factors beyond our control. Such 
payments  will  reduce  the  funds  available  to  us  for  working  capital,  capital  expenditures,  and  other  corporate 
purposes  and  may  limit  our  ability  to  obtain  additional  financing  for  working  capital,  capital  expenditures, 
expansion plans, and other investments. Our business may not be able to generate cash flows from operations 
in the future that are sufficient to service our debt and make necessary capital expenditures. If we are unable to 
generate  such  cash  flows,  we  may  be  required  to  adopt  one  or  more  alternatives,  such  as  selling  assets  or 
obtaining  additional  debt  financing  or  equity  capital  on  terms  that  may  be  onerous  or  highly  dilutive.  Our 
ability  to  refinance  our  indebtedness  will  depend  on  the  capital  markets  and  our  financial  condition  at  such 
time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, 
which could result in a default on our debt obligations and adversely affect our financial condition. Further, the 
terms of the A&R Credit Agreement and the Infrastructure Partner 2026 NPA include a number of covenants 
that limit our ability and our subsidiaries’ ability to, among other things, incur additional indebtedness, create 
liens,  make  asset  sales  or  investments,  engage  in  mergers  or  other  fundamental  changes,  pay  dividends  or 
distributions, repurchase or redeem equity interests, and enter into transactions with affiliates. The terms of the 
A&R Credit Agreement may restrict our current and future operations and could adversely affect our ability to 
finance our future operations or capital needs. For more information, see the sections titled “—We may require 
additional capital to meet our substantial ongoing obligations and support our business growth, and our ability 
to  generate  sufficient  revenue  and  secure  additional  capital  on  acceptable  terms  is  critical  to  our  continued 
operations and competitive position” and “—If the market for our models, platform, and applications develops 
more slowly than we expect or declines, our growth may slow or stall, and our business, financial condition, and 
results of operations could be adversely affected.”

We  are  also  subject  to  variable  interest  rate  risk  because  the  interest  rate  under  the  A&R  Credit  Agreement 
varies  based  on  a  margin  over  an  indexed  rate  or  an  adjusted  base  rate.  If  interest  rates  associated  with  our 
floating  rate  debt  increase,  our  debt  service  obligations  in  connection  with  the  A&R  Credit  Agreement  would 
increase even though the amount borrowed remained the same, and our available cash would correspondingly 
decrease.  Our  substantial  amount  of  debt,  combined  with  variable  interest  rates,  could  limit  our  flexibility  in 
planning for, or reacting to, changes in our business and the markets in which we operate, including limiting 
our future investments or our ability to enter into acquisitions and strategic partnerships, and obtain financing 
for such transactions.

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