DILUTION If you purchase shares of our Class A common stock in this offering, your ownership interest will be diluted to the extent of the difference between the initial public offering price per share of our Class A common stock in this offering and the pro forma as adjusted net tangible book value per share of our Class A common stock immediately after this offering. As of June 30, 2024, our historical net tangible book value (deficit) was $ , or $ per share of our Class A common stock. Our historical net tangible book value (deficit) per share represents our total tangible assets less total liabilities and redeemable convertible preferred stock, divided by the aggregate number of shares of our Class A common stock outstanding as of June 30, 2024. Our pro forma net tangible book value as of June 30, 2024 was $ , or $ per share of Class A common stock. Pro forma net tangible book value per share represents tangible assets, less liabilities, divided by the aggregate number of shares of Class A common stock outstanding, after giving effect to (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; (iv) 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 (v) 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. After giving effect to (i) the pro forma adjustments set forth above, (ii) the sale by us of shares of our Class A common stock 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, our pro forma as adjusted net tangible book value as of June 30, 2024 would have been $ , or $ per share. This represents an immediate increase in pro forma net tangible book value to existing stockholders of $ per share and an immediate dilution in pro forma net tangible book value to new investors of $ per share. Dilution per share represents the difference between the price per share to be paid by new investors for the shares of our Class A common stock sold in this offering and the pro forma as adjusted net tangible book value per share immediately after this offering. The following table illustrates this dilution on a per share basis:
Assumed initial public offering price per share
Assumed initial public offering price per share / Assumed initial public offering price per share / $
Historical net tangible book value (deficit) per share as of June 30, 2024 ... Historical net tangible book value (deficit) per share as of June 30, 2024 / Historical net tangible book value (deficit) per share as of June 30, 2024 / $
Pro forma increase in net tangible book value per share as of June 30, 2024 attributable to the pro forma transactions described above ... Pro forma increase in net tangible book value per share as of June 30, 2024 attributable to the pro forma transactions described above / Pro forma increase in net tangible book value per share as of June 30, 2024 attributable to the pro forma transactions described above
Pro forma net tangible book value per share as of June 30, 2024 ... Pro forma net tangible book value per share as of June 30, 2024 / Pro forma net tangible book value per share as of June 30, 2024
Increase in pro forma net tangible book value per share attributable to new investors participating in this offering ... Increase in pro forma net tangible book value per share attributable to new investors participating in this offering / Increase in pro forma net tangible book value per share attributable to new investors participating in this offering
Pro forma as adjusted net tangible book value per share after this offering ... Pro forma as adjusted net tangible book value per share after this offering / Pro forma as adjusted net tangible book value per share after this offering
Dilution per share to new investors participating in this offering ... Dilution per share to new investors participating in this offering / Dilution per share to new investors participating in this offering / $
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, our pro forma as adjusted net tangible book value per share after this offering by $ per share and the dilution in pro forma per share to investors participating in this offering by $ per share, assuming that the 75
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, our pro forma as adjusted net tangible book value per share after this offering by $ per share and the dilution in pro forma as adjusted net tangible book value per share to investors participating in this offering by $ per share, assuming the initial public offering price of $ per share 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, the pro forma as adjusted net tangible book value per share of our Class A common stock after this offering would be $ per share, and the dilution in pro forma net tangible book value per share to investors participating in this offering would be $ per share of our Class A common stock. The following table sets forth, on the pro forma basis described above, as of June 30, 2024, the number of shares of Class A common stock purchased from us, the total consideration paid, or to be paid, and the weighted-average price per share paid, or to be paid, by existing stockholders and by the new investors, 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, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us:
Shares Purchased
Shares Purchased / Shares Purchased / Shares Purchased / Shares Purchased / Shares Purchased / Shares Purchased / Shares Purchased / Shares Purchased / Total Consideration / Total Consideration / Total Consideration / Total Consideration / Total Consideration / Total Consideration / Total Consideration / Total Consideration / Total Consideration / Weighted-Average PricePer Share / Weighted-Average PricePer Share / Weighted-Average PricePer Share
Number / Number / Number / Percent / Percent / Percent / Amount / Amount / Amount / Percent / Percent / Percent / Weighted-Average PricePer Share
(in thousands, except share, per share and percent data) / (in thousands, except share, per share and percent data) / (in thousands, except share, per share and percent data) / (in thousands, except share, per share and percent data) / (in thousands, except share, per share and percent data) / (in thousands, except share, per share and percent data) / (in thousands, except share, per share and percent data) / (in thousands, except share, per share and percent data) / (in thousands, except share, per share and percent data) / (in thousands, except share, per share and percent data) / (in thousands, except share, per share and percent data) / (in thousands, except share, per share and percent data) / (in thousands, except share, per share and percent data) / (in thousands, except share, per share and percent data) / (in thousands, except share, per share and percent data) / (in thousands, except share, per share and percent data) / (in thousands, except share, per share and percent data) / (in thousands, except share, per share and percent data) / (in thousands, except share, per share and percent data) / (in thousands, except share, per share and percent data) / (in thousands, except share, per share and percent data) / (in thousands, except share, per share and percent data) / (in thousands, except share, per share and percent data) / (in thousands, except share, per share and percent data) / (in thousands, except share, per share and percent data) / (in thousands, except share, per share and percent data) / (in thousands, except share, per share and percent data)
Existing stockholders ................... Existing stockholders / Existing stockholders / % / % / % / $ / % / % / % / $
New investors ........................... New investors / New investors
Total ................................... Total / Total / 100 / 100 / % / $ / 100 / 100 / %
Sales by the selling stockholders in this offering will cause the number of shares held by existing stockholders before this offering reflected in the table above to be reduced to shares, or % of the total number of shares of our Class A common stock outstanding immediately after the completion of this offering, and will increase the number of shares held by new investors to shares, or % of the total number of shares of our Class A common stock outstanding immediately after the completion of this offering. 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, the total consideration paid by new investors, total consideration paid by all stockholders, and the weighted-average price per share paid by all stockholders by approximately $ , $ , and $ , respectively, assuming that the number of shares of Class A common stock offered by us and the selling stockholders, 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, the total consideration paid by new investors, total consideration paid by all stockholders, and the weighted-average price per share paid by all stockholders by approximately $ , $ , and $ , respectively, assuming the assumed initial public offering price of $ per share remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. The foregoing tables assume no exercise of the underwriters’ option to purchase additional shares. If the underwriters’ exercise their option to purchase additional shares of Class A common stock in full, the number of shares of Class A common stock held by our existing stockholders will represent approximately % of the total number of shares of our Class A common stock outstanding after this offering and the number of shares held by new 76
investors will represent approximately % of the total number of shares of our Class A common stock outstanding after this offering. The foregoing tables and calculations (other than the historical net tangible book value calculation) are based on 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; • 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 “—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. If all of the foregoing securities, other than the shares reserved for issuance pursuant to the G42 Option, the 2024 Plan, or the ESPP, were converted, exercised, or vested in connection with this offering, the number of shares of Class A common stock held by our existing stockholders would represent approximately % of the total number of shares of our Class A common stock outstanding after this offering and the number of shares held by new investors would represent approximately % of the total number of shares of our Class A common stock 77
outstanding after this offering, in each case, assuming no exercise of the underwriters’ option to purchase additional shares. To the extent we issue any additional stock options, warrants, or RSUs or any outstanding stock options or RSUs are exercised or settled, or to the extent we issue any other securities or convertible debt in the future, including in connection with the G42 Primary Purchase or the G42 Option, investors will experience further dilution. G42 Option Investors may experience further dilution in connection with the G42 Option. Pursuant to the Preferred Stock Purchase Agreement, if G42 or certain third parties at the direction of G42 purchase more than $500.0 million in one purchase order, and less than $5.0 billion in the aggregate, of high-performance computing clusters from us (the “G42 Option Threshold”), we will grant G42 the option to purchase additional shares of our Series F-2 redeemable convertible preferred stock (or, if such option is granted or exercised following the completion of this offering, shares of our Class N common stock), subject to the terms and conditions thereof (the “G42 Option”). Each share of our Class N common stock is convertible at any time at the option of the holder into one share of our Class A common stock. G42 has agreed to not convert its shares of Class N common stock into shares of Class A common stock before July 31, 2025. See the section titled “Description of Capital Stock—Common Stock” for additional information. Shares may be issued pursuant to the G42 Option in one or more closings. The $1.43 billion of products and services that G42 has committed to purchase pursuant to the G42 May 2024 Agreement (as defined in “Management’s Discussion & Analysis—G42 Relationship”) does not count toward the G42 Option Threshold. The G42 Option expires if the G42 Option Threshold is not achieved by December 31, 2025. The maximum number of shares that may be purchased pursuant to the G42 Option will be the quotient of (i) the total aggregate purchase price for the G42 Option, which will equal 10% of the value of the relevant purchaser order(s), divided by (ii) (A) if the G42 Option is granted and exercised prior to the completion of this offering, a price per share that is 17.5% below the price per share of our then most recent arms-length sale of our redeemable convertible preferred stock (excluding our Series F-1 and Series F-2 redeemable convertible preferred stock), or (B) if the G42 Option is granted or exercised following the completion of this offering, a price per share that is 17.5% below the average closing price per share of our Class A common stock over the 30-day period prior to the G42 Option Threshold being met. Assuming the G42 Option Threshold is satisfied after this offering, the minimum and maximum number of shares that could be purchased pursuant to the G42 Option, assuming the average closing price per share of our Class A common stock over the 30-day period prior to the G42 Option Threshold being met is $ per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, would be shares of Class N common stock (assuming the G42 Option Threshold is satisfied by product sales of $500.0 million in one purchase order) and shares of Class N common stock (assuming the G42 Option Threshold is satisfied by product sales of $5.0 billion in the aggregate), respectively. If the price per share of our Class A common stock over the 30-day period prior to the G42 Option Threshold being met is greater or lesser than $ per share, the number of shares that could be purchased pursuant to the G42 Option would decrease or increase, respectively. 78