## Capitalization --- CAPITALIZATION The following table sets forth our cash and cash equivalents and total capitalization as of June 30, 2024: •on an actual basis; •on a pro forma basis to give effect to the following immediately prior to the completion of this offering: (i) the filing and effectiveness of our amended and restated certificate of incorporation; (ii) the Preferred Stock Conversion; (iii) the Option Exercise; (iv) the RSU Net Settlement; (v) the increase in accrued expenses and other current liabilities and an equivalent decrease in additional paid-in capital of $                in connection with the estimated tax withholding and remittance obligations related to the RSU Net Settlement; and (vi) stock-based compensation expense of approximately $               that we will recognize upon the completion of this offering related to RSUs subject to service-based and liquidity-based vesting conditions for which the service-based vesting condition was satisfied as of June 30, 2024 and for which the liquidity-based vesting condition will be satisfied in connection with this offering; and •on a pro forma as adjusted basis to give effect to: (i) the pro forma adjustments set forth above; (ii) the issuance and sale of                 shares of Class A common stock by us in this offering at an assumed initial public offering price of $           per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us; (iii) the receipt by us of gross proceeds of approximately $                in connection with the Option Exercise; and (iv) the use of a portion of the net proceeds from this offering to satisfy the estimated tax withholding and remittance obligations related to the RSU Net Settlement. The pro forma as adjusted information discussed below is illustrative only and will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. This table should be read in conjunction with the sections titled “Summary Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our unaudited condensed consolidated financial statements and related notes included elsewhere in this prospectus. > **As of June 30, 2024** > > As of June 30, 2024 / As of June 30, 2024 / As of June 30, 2024 / As of June 30, 2024 / As of June 30, 2024 / As of June 30, 2024 / As of June 30, 2024 / As of June 30, 2024 / As of June 30, 2024 / As of June 30, 2024 / As of June 30, 2024 / As of June 30, 2024 / As of June 30, 2024 / As of June 30, 2024 > > Actual / Actual / Actual / Pro Forma / Pro Forma / Pro Forma / Pro Forma As Adjusted(1) / Pro Forma As Adjusted(1) / Pro Forma As Adjusted(1) > (in thousands, except share and per share amounts) / (in thousands, except share and per share amounts) / (in thousands, except share and per share amounts) / (in thousands, except share and per share amounts) / (in thousands, except share and per share amounts) / (in thousands, except share and per share amounts) / (in thousands, except share and per share amounts) / (in thousands, except share and per share amounts) / (in thousands, except share and per share amounts) / (in thousands, except share and per share amounts) / (in thousands, except share and per share amounts) / (in thousands, except share and per share amounts) / (in thousands, except share and per share amounts) / (in thousands, except share and per share amounts) / (in thousands, except share and per share amounts) > Cash and cash equivalents ............... Cash and cash equivalents / Cash and cash equivalents / $ / 90,931 / $ / $ > Redeemable convertible preferred stock, par value $0.00001 per share; 104,386,199 shares authorized, 77,032,857 shares issued and outstanding, actual; no shares authorized, issued, or outstanding, pro forma and pro forma as adjusted ... Redeemable convertible preferred stock, par value $0.00001 per share; 104,386,199 shares authorized, 77,032,857 shares issued and outstanding, actual; no shares authorized, issued, or outstanding, pro forma and pro forma as adjusted / Redeemable convertible preferred stock, par value $0.00001 per share; 104,386,199 shares authorized, 77,032,857 shares issued and outstanding, actual; no shares authorized, issued, or outstanding, pro forma and pro forma as adjusted / 722,780 / 722,780 > Stockholders’ deficit: .................. Stockholders’ deficit: / Stockholders’ deficit: > Preferred stock, par value $0.00001 per share; no shares authorized, issued, or outstanding, actual; 100,000,000 shares authorized, no shares issued or outstanding, pro forma and pro forma as adjusted ... Preferred stock, par value $0.00001 per share; no shares authorized, issued, or outstanding, actual; 100,000,000 shares authorized, no shares issued or outstanding, pro forma and pro forma as adjusted / Preferred stock, par value $0.00001 per share; no shares authorized, issued, or outstanding, actual; 100,000,000 shares authorized, no shares issued or outstanding, pro forma and pro forma as adjusted > Common stock, par value $0.00001 per share; 203,087,000 shares authorized, 51,177,237 shares issued and outstanding, actual; no shares authorized, issued, or outstanding, pro forma and pro forma as adjusted ... Common stock, par value $0.00001 per share; 203,087,000 shares authorized, 51,177,237 shares issued and outstanding, actual; no shares authorized, issued, or outstanding, pro forma and pro forma as adjusted / Common stock, par value $0.00001 per share; 203,087,000 shares authorized, 51,177,237 shares issued and outstanding, actual; no shares authorized, issued, or outstanding, pro forma and pro forma as adjusted > Class A common stock, par value $0.00001 per share; no shares authorized, issued, or outstanding, actual; 2,000,000,000 shares authorized and                 shares issued and outstanding, pro forma; 2,000,000,000 shares authorized and                 shares issued and outstanding, pro forma as adjusted ... Class A common stock, par value $0.00001 per share; no shares authorized, issued, or outstanding, actual; 2,000,000,000 shares authorized and                 shares issued and outstanding, pro forma; 2,000,000,000 shares authorized and                 shares issued and outstanding, pro forma as adjusted / Class A common stock, par value $0.00001 per share; no shares authorized, issued, or outstanding, actual; 2,000,000,000 shares authorized and                 shares issued and outstanding, pro forma; 2,000,000,000 shares authorized and                 shares issued and outstanding, pro forma as adjusted 72 --- > **As of June 30, 2024** > > As of June 30, 2024 / As of June 30, 2024 / As of June 30, 2024 / As of June 30, 2024 / As of June 30, 2024 / As of June 30, 2024 / As of June 30, 2024 / As of June 30, 2024 / As of June 30, 2024 / As of June 30, 2024 / As of June 30, 2024 / As of June 30, 2024 / As of June 30, 2024 / As of June 30, 2024 > > Actual / Actual / Actual / Pro Forma / Pro Forma / Pro Forma / Pro Forma As Adjusted(1) / Pro Forma As Adjusted(1) / Pro Forma As Adjusted(1) > (in thousands, except share and per share amounts) / (in thousands, except share and per share amounts) / (in thousands, except share and per share amounts) / (in thousands, except share and per share amounts) / (in thousands, except share and per share amounts) / (in thousands, except share and per share amounts) / (in thousands, except share and per share amounts) / (in thousands, except share and per share amounts) / (in thousands, except share and per share amounts) / (in thousands, except share and per share amounts) / (in thousands, except share and per share amounts) / (in thousands, except share and per share amounts) / (in thousands, except share and per share amounts) / (in thousands, except share and per share amounts) / (in thousands, except share and per share amounts) > Class N common stock, par value $0.00001 per share; no shares authorized, issued, or outstanding, actual; 100,000,000 shares authorized, no shares issued or outstanding, pro forma and pro forma as adjusted ... Class N common stock, par value $0.00001 per share; no shares authorized, issued, or outstanding, actual; 100,000,000 shares authorized, no shares issued or outstanding, pro forma and pro forma as adjusted / Class N common stock, par value $0.00001 per share; no shares authorized, issued, or outstanding, actual; 100,000,000 shares authorized, no shares issued or outstanding, pro forma and pro forma as adjusted > Additional paid-in capital .............. Additional paid-in capital / Additional paid-in capital / 148,386 / 148,386 > Treasury stock .......................... Treasury stock / Treasury stock / (88) / (88) > Accumulated other comprehensive income ... Accumulated other comprehensive income / Accumulated other comprehensive income / 550 / 550 > Accumulated deficit ..................... Accumulated deficit / Accumulated deficit / (728,160) / (728,160) > Total stockholders’ deficit ............. Total stockholders’ deficit / Total stockholders’ deficit / (579,312) / (579,312) > Total capitalization .................... Total capitalization / Total capitalization / $ / 143,468 / $ / $ _______________ (1)The pro forma as adjusted information discussed above is illustrative only and will depend on the actual initial offering price and other terms of this offering determined at pricing. Each $1.00 increase or decrease in the assumed initial public offering price of $           per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, each of pro forma as adjusted cash and cash equivalents, additional paid-in capital, total stockholders’ equity, and total capitalization by approximately $          , assuming that the number of shares of Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 1.0 million shares in the number of shares of Class A common stock offered by us would increase or decrease, as applicable, each of pro forma as adjusted cash and cash equivalents, additional paid-in capital, total stockholders’ equity, and total capitalization by approximately $          , assuming that the assumed initial public offering price of $           per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters exercise their option to purchase additional shares of our Class A common stock in full, pro forma as adjusted cash and cash equivalents, additional paid-in capital, total stockholders’ equity, total capitalization and shares of Class A common stock outstanding as of June 30, 2024 would be $          , $          , $          , $          , and                 shares, respectively. The number of shares of our common stock issued and outstanding, pro forma, and pro forma as adjusted in the table above is based                 shares of our Class A common stock and no shares of our Class N common stock outstanding as of June 30, 2024, after giving effect to the Preferred Stock Conversion, the Option Exercise, and the RSU Net Settlement, and excludes: •                shares of our Class A common stock issuable upon the exercise of outstanding stock options as of June 30, 2024, with a weighted-average exercise price of $           per share, after giving effect to the Option Exercise; •                shares of our Class A common stock issuable upon the exercise of stock options granted after June 30, 2024, with a weighted-average exercise price of $           per share; •                shares of our Class A common stock issuable upon the vesting and settlement of RSUs subject to service-based and liquidity-based vesting conditions outstanding as of June 30, 2024, for which the service-based vesting condition was not yet satisfied as of June 30, 2024 and for which the liquidity-based vesting condition will be satisfied in connection with this offering, after giving effect to the RSU Net Settlement; 73 --- •                shares of Class A common stock issuable upon the vesting and settlement of RSUs subject to service-based and liquidity-based vesting conditions granted after June 30, 2024, for which the service-based vesting condition was not yet satisfied as of June 30, 2024 and for which the liquidity-based vesting condition will be satisfied in connection with this offering, after giving effect to the RSU Net Settlement; •22,851,296 shares of our Class N common stock reserved for future purchase pursuant to the G42 Primary Purchase (see the section titled “Certain Relationships and Related Party Transactions” for additional information); •a variable number of shares of our Class N common stock that may be issued pursuant to the G42 Option (see the sections titled “Dilution—G42 Option” and “Certain Relationships and Related Party Transactions” for additional information); •                shares of our Class A common stock reserved for future issuance under the 2024 Plan, which will become effective on the business day immediately prior to the date of effectiveness of the registration statement of which this prospectus forms a part, including                 new shares and the number of shares (i) that remain available for grant of future awards under the 2016 Plan at the time the 2024 Plan becomes effective, which shares will cease to be available for issuance under the 2016 Plan at such time and (ii) underlying outstanding Prior Plan Awards that expire, or are cancelled, forfeited, reacquired, or withheld; and •                shares of our Class A common stock reserved for future issuance under the ESPP, which will become effective on the business day immediately prior to the date of effectiveness of the registration statement of which this prospectus forms a part. The 2024 Plan and the ESPP also provide for automatic annual increases in the number of shares reserved thereunder. See the section titled “Executive and Director Compensation—Equity Compensation Plans” for additional information. 74