The Offering
Class A common stock offered by us
Class A common stock offered by us / Class A common stock offered by us / shares. / shares. / shares.
Class A common stock offered by the selling stockholders ... Class A common stock offered by the selling stockholders / Class A common stock offered by the selling stockholders / shares. / shares. / shares.
Option to purchase additional shares of Class A common stock from us ... Option to purchase additional shares of Class A common stock from us / Option to purchase additional shares of Class A common stock from us / shares. / shares. / shares.
Class A common stock to be outstanding immediately after this offering ... Class A common stock to be outstanding immediately after this offering / Class A common stock to be outstanding immediately after this offering / shares (or shares if the underwriters exercise their option to purchase additional shares of Class A common stock from us in full). / shares (or shares if the underwriters exercise their option to purchase additional shares of Class A common stock from us in full). / shares (or shares if the underwriters exercise their option to purchase additional shares of Class A common stock from us in full).
Class N common stock to be outstanding immediately after this offering ... Class N common stock to be outstanding immediately after this offering / Class N common stock to be outstanding immediately after this offering / None. / None. / None.
Total Class A common stock and Class N common stock to be outstanding after this offering ... Total Class A common stock and Class N common stock to be outstanding after this offering / Total Class A common stock and Class N common stock to be outstanding after this offering / shares (or shares if the underwriters exercise their option to purchase additional shares of Class A common stock from us in full). / shares (or shares if the underwriters exercise their option to purchase additional shares of Class A common stock from us in full). / shares (or shares if the underwriters exercise their option to purchase additional shares of Class A common stock from us in full).
Use of proceeds ......................... Use of proceeds / Use of proceeds / We estimate that we will receive net proceeds from this offering of approximately $ (or $ if the underwriters exercise their option to purchase additional shares of Class A common stock in full), based upon the assumed initial public offering price of $ per share of Class A common stock, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. The principal purposes of this offering are to obtain additional capital to fund our operations, create a public market for our Class A common stock, facilitate our future access to the public equity markets, and increase awareness of our company among potential partners. We currently intend to use the net proceeds from this offering, together with our existing cash, cash equivalents, and investments, for general corporate purposes, including working capital, operating expenses, and capital expenditures. We may also use a portion of the net proceeds to in-license, acquire, or invest in complementary technologies, assets, businesses, or intellectual property. We periodically evaluate strategic opportunities; however, we have no current commitments to enter into any such acquisitions or make any such investments. We intend to use approximately $ of the net proceeds to satisfy tax withholding and remittance obligations related to the RSU Net Settlement (as defined below) for restricted stock units (“RSUs”) that will vest in connection with this offering. We will have broad discretion in the way that we use the net proceeds of this offering. See the section titled “Use of Proceeds” for additional information. We will not receive any proceeds from the sale of Class A common stock in this offering by the selling stockholders. / We estimate that we will receive net proceeds from this offering of approximately $ (or $ if the underwriters exercise their option to purchase additional shares of Class A common stock in full), based upon the assumed initial public offering price of $ per share of Class A common stock, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. The principal purposes of this offering are to obtain additional capital to fund our operations, create a public market for our Class A common stock, facilitate our future access to the public equity markets, and increase awareness of our company among potential partners. We currently intend to use the net proceeds from this offering, together with our existing cash, cash equivalents, and investments, for general corporate purposes, including working capital, operating expenses, and capital expenditures. We may also use a portion of the net proceeds to in-license, acquire, or invest in complementary technologies, assets, businesses, or intellectual property. We periodically evaluate strategic opportunities; however, we have no current commitments to enter into any such acquisitions or make any such investments. We intend to use approximately $ of the net proceeds to satisfy tax withholding and remittance obligations related to the RSU Net Settlement (as defined below) for restricted stock units (“RSUs”) that will vest in connection with this offering. We will have broad discretion in the way that we use the net proceeds of this offering. See the section titled “Use of Proceeds” for additional information. We will not receive any proceeds from the sale of Class A common stock in this offering by the selling stockholders. / We estimate that we will receive net proceeds from this offering of approximately $ (or $ if the underwriters exercise their option to purchase additional shares of Class A common stock in full), based upon the assumed initial public offering price of $ per share of Class A common stock, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. The principal purposes of this offering are to obtain additional capital to fund our operations, create a public market for our Class A common stock, facilitate our future access to the public equity markets, and increase awareness of our company among potential partners. We currently intend to use the net proceeds from this offering, together with our existing cash, cash equivalents, and investments, for general corporate purposes, including working capital, operating expenses, and capital expenditures. We may also use a portion of the net proceeds to in-license, acquire, or invest in complementary technologies, assets, businesses, or intellectual property. We periodically evaluate strategic opportunities; however, we have no current commitments to enter into any such acquisitions or make any such investments. We intend to use approximately $ of the net proceeds to satisfy tax withholding and remittance obligations related to the RSU Net Settlement (as defined below) for restricted stock units (“RSUs”) that will vest in connection with this offering. We will have broad discretion in the way that we use the net proceeds of this offering. See the section titled “Use of Proceeds” for additional information. We will not receive any proceeds from the sale of Class A common stock in this offering by the selling stockholders.
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Voting rights
Voting rights / Voting rights / We have two classes of common stock: Class A common stock and Class N common stock. Class A common stock is entitled to one vote per share and Class N common stock is non-voting and is convertible into one share of Class A common stock. See the section titled “Description of Capital Stock” for additional information. / We have two classes of common stock: Class A common stock and Class N common stock. Class A common stock is entitled to one vote per share and Class N common stock is non-voting and is convertible into one share of Class A common stock. See the section titled “Description of Capital Stock” for additional information. / We have two classes of common stock: Class A common stock and Class N common stock. Class A common stock is entitled to one vote per share and Class N common stock is non-voting and is convertible into one share of Class A common stock. See the section titled “Description of Capital Stock” for additional information.
Risk factors ............................ Risk factors / Risk factors / See the section titled “Risk Factors” and other information included in this prospectus for a discussion of factors you should carefully consider before deciding whether to invest in our Class A common stock. / See the section titled “Risk Factors” and other information included in this prospectus for a discussion of factors you should carefully consider before deciding whether to invest in our Class A common stock. / See the section titled “Risk Factors” and other information included in this prospectus for a discussion of factors you should carefully consider before deciding whether to invest in our Class A common stock.
Proposed Nasdaq Global Market trading symbol ... Proposed Nasdaq Global Market trading symbol / Proposed Nasdaq Global Market trading symbol / “CBRS” / “CBRS” / “CBRS”
In this prospectus, the number of shares of our common stock to be outstanding after this offering is 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 (each as defined below), 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 “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 our 2024 Incentive Award Plan (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 our 2016 Equity Incentive Plan (as amended, 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 stock-based compensation awards granted under the 2016 Plan (such awards outstanding under such plans, the “Prior Plan Awards”) that expire, or are cancelled, forfeited, reacquired, or withheld; and
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• shares of our Class A common stock reserved for future issuance under our 2024 Employee Stock Purchase Plan (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. Except as otherwise indicated, all information in this prospectus assumes or gives effect to: •the adoption, filing, and effectiveness of our amended and restated certificate of incorporation and the adoption of our amended and restated bylaws, each of which will occur immediately prior to the completion of this offering; •the automatic conversion of all outstanding shares of our redeemable convertible preferred stock into an aggregate of 82,899,159 shares of our Class A common stock, which will occur prior to the completion of this offering, including 68,213 shares issued upon the exercise of a warrant (the “Preferred Stock Conversion”); •the cash exercise of stock options to purchase shares of our Class A common stock in connection with this offering by certain selling stockholders (the “Option Exercise”), with a weighted-average exercise price of $ per share, for total gross proceeds to us of approximately $ , by certain selling stockholders in connection with the sale of all or a portion of such shares by such selling stockholders in this offering, as described in the section titled “Principal and Selling Stockholders”; •the net issuance of 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 , 2024, for which the service-based vesting condition was satisfied as of , 2024 and for which the liquidity-based vesting condition will be satisfied in connection with this offering, after giving effect to the withholding of an estimated shares to satisfy estimated tax withholding and remittance obligations (based on an assumed % tax withholding rate) (the “RSU Net Settlement”); •no repurchase of outstanding shares of our capital stock after June 30, 2024; •no exercise of outstanding stock options or settlement of outstanding RSUs after June 30, 2024, except for the Option Exercise and the RSU Net Settlement; •no issuance of shares of our capital stock pursuant to the G42 Primary Purchase or the G42 Option (see the sections titled “Dilution—G42 Option” and “Certain Relationships and Related Party Transactions” for additional information); and •no exercise by the underwriters of their option to purchase additional shares of our Class A common stock from us in this offering.
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Summary Consolidated Financial Data The following tables set forth our summary consolidated financial data. The summary consolidated statements of operations data for the years ended December 31, 2023 and 2022 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The summary consolidated statements of operations data for the six months ended June 30, 2024 and 2023 and the summary consolidated balance sheet data as of June 30, 2024 have been derived from our unaudited interim consolidated financial statements included elsewhere in this prospectus. In our opinion, the unaudited interim consolidated financial statements have been prepared on a basis consistent with our audited consolidated financial statements and, in our opinion, contain all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of such interim financial statements. Our historical results are not necessarily indicative of results that may be expected in the future, and our results for the six months ended June 30, 2024 are not necessarily indicative of results that may be expected for the year ending December 31, 2024 or any future period. You should read the following summary consolidated financial data in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus. The summary consolidated financial data in this section are not intended to replace, and are qualified in their entirety by, the consolidated financial statements and related notes.
Year Ended December 31,
Year Ended December 31, / Year Ended December 31, / Year Ended December 31, / Year Ended December 31, / Year Ended December 31, / Year Ended December 31, / Year Ended December 31, / Year Ended December 31, / Six Months Ended June 30, / Six Months Ended June 30, / Six Months Ended June 30, / Six Months Ended June 30, / Six Months Ended June 30, / Six Months Ended June 30, / Six Months Ended June 30, / Six Months Ended June 30, / Six Months Ended June 30,
2023 / 2023 / 2023 / 2022 / 2022 / 2022 / 2024 / 2024 / 2024 / 2023 / 2023 / 2023
(in thousands, except per share amounts) / (in thousands, except per share amounts) / (in thousands, except per share amounts) / (in thousands, except per share amounts) / (in thousands, except per share amounts) / (in thousands, except per share amounts) / (in thousands, except per share amounts) / (in thousands, except per share amounts) / (in thousands, except per share amounts) / (in thousands, except per share amounts) / (in thousands, except per share amounts) / (in thousands, except per share amounts) / (in thousands, except per share amounts) / (in thousands, except per share amounts) / (in thousands, except per share amounts) / (in thousands, except per share amounts) / (in thousands, except per share amounts) / (in thousands, except per share amounts) / (in thousands, except per share amounts) / (in thousands, except per share amounts) / (in thousands, except per share amounts)
Consolidated Statement of Operations: ... Consolidated Statement of Operations: / Consolidated Statement of Operations:
Revenue ................................. Revenue / Revenue
Hardware ................................ Hardware / Hardware / $ / 57,114 / $ / 15,599 / $ / 104,269 / $ / 1,559
Services and other ...................... Services and other / Services and other / 21,630 / 21,630 / 9,020 / 9,020 / 32,133 / 32,133 / 7,105 / 7,105
Total revenue ........................... Total revenue / Total revenue / 78,744 / 78,744 / 24,619 / 24,619 / 136,402 / 136,402 / 8,664 / 8,664
Cost of sales(1) ........................ Cost of sales(1) / Cost of sales(1)
Hardware ................................ Hardware / Hardware / 45,559 / 45,559 / 19,195 / 19,195 / 66,442 / 66,442 / 1,980 / 1,980
Services and other ...................... Services and other / Services and other / 6,827 / 6,827 / 2,534 / 2,534 / 13,941 / 13,941 / 2,306 / 2,306
Total cost of sales ..................... Total cost of sales / Total cost of sales / 52,386 / 52,386 / 21,729 / 21,729 / 80,383 / 80,383 / 4,286 / 4,286
Gross profit ............................ Gross profit / Gross profit / 26,358 / 26,358 / 2,890 / 2,890 / 56,019 / 56,019 / 4,378 / 4,378
Operating expenses ...................... Operating expenses / Operating expenses
Research and development(1) ............. Research and development(1) / Research and development(1) / 140,057 / 140,057 / 155,408 / 155,408 / 77,742 / 77,742 / 76,295 / 76,295
Sales and marketing(1) .................. Sales and marketing(1) / Sales and marketing(1) / 9,642 / 9,642 / 9,401 / 9,401 / 7,237 / 7,237 / 4,176 / 4,176
General and administrative(1) ........... General and administrative(1) / General and administrative(1) / 10,593 / 10,593 / 16,902 / 16,902 / 12,851 / 12,851 / 4,922 / 4,922
Total operating expenses ................ Total operating expenses / Total operating expenses / 160,292 / 160,292 / 181,711 / 181,711 / 97,830 / 97,830 / 85,393 / 85,393
Loss from operations .................... Loss from operations / Loss from operations / (133,934) / (133,934) / (178,821) / (178,821) / (41,811) / (41,811) / (81,015) / (81,015)
Interest income ......................... Interest income / Interest income / 5,683 / 5,683 / 1,076 / 1,076 / 3,809 / 3,809 / 2,349 / 2,349
Other income (expense), net ............. Other income (expense), net / Other income (expense), net / 1,228 / 1,228 / 230 / 230 / (28,284) / (28,284) / 918 / 918
Loss before income taxes ................ Loss before income taxes / Loss before income taxes / (127,023) / (127,023) / (177,515) / (177,515) / (66,286) / (66,286) / (77,748) / (77,748)
Income tax expense ...................... Income tax expense / Income tax expense / 132 / 132 / 204 / 204 / 319 / 319 / 72 / 72
Net loss ................................ Net loss / Net loss / $ / (127,155) / $ / (177,719) / $ / (66,605) / $ / (77,820)
Net loss per share – basic and diluted(2) ... Net loss per share – basic and diluted(2) / Net loss per share – basic and diluted(2) / $ / (2.92) / $ / (4.28) / $ / (1.42) / $ / (1.82)
Weighted average number of common shares outstanding, basic and diluted ... Weighted average number of common shares outstanding, basic and diluted / Weighted average number of common shares outstanding, basic and diluted / 43,552 / 43,552 / 41,485 / 41,485 / 46,945 / 46,945 / 42,857 / 42,857
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Year Ended December 31,
Year Ended December 31, / Year Ended December 31, / Year Ended December 31, / Year Ended December 31, / Year Ended December 31, / Year Ended December 31, / Year Ended December 31, / Year Ended December 31, / Six Months Ended June 30, / Six Months Ended June 30, / Six Months Ended June 30, / Six Months Ended June 30, / Six Months Ended June 30, / Six Months Ended June 30, / Six Months Ended June 30, / Six Months Ended June 30, / Six Months Ended June 30,
2023 / 2023 / 2023 / 2022 / 2022 / 2022 / 2024 / 2024 / 2024 / 2023 / 2023 / 2023
(in thousands, except per share amounts) / (in thousands, except per share amounts) / (in thousands, except per share amounts) / (in thousands, except per share amounts) / (in thousands, except per share amounts) / (in thousands, except per share amounts) / (in thousands, except per share amounts) / (in thousands, except per share amounts) / (in thousands, except per share amounts) / (in thousands, except per share amounts) / (in thousands, except per share amounts) / (in thousands, except per share amounts) / (in thousands, except per share amounts) / (in thousands, except per share amounts) / (in thousands, except per share amounts) / (in thousands, except per share amounts) / (in thousands, except per share amounts) / (in thousands, except per share amounts) / (in thousands, except per share amounts) / (in thousands, except per share amounts) / (in thousands, except per share amounts)
Pro forma net loss per share attributable to common stockholders, basic and diluted(3) ... Pro forma net loss per share attributable to common stockholders, basic and diluted(3) / Pro forma net loss per share attributable to common stockholders, basic and diluted(3)
Pro forma weighted-average shares used in calculating pro forma net loss per share attributable to common stockholders, basic and diluted(3) ... Pro forma weighted-average shares used in calculating pro forma net loss per share attributable to common stockholders, basic and diluted(3) / Pro forma weighted-average shares used in calculating pro forma net loss per share attributable to common stockholders, basic and diluted(3)
Other Financial Information: ............ Other Financial Information: / Other Financial Information:
Non-GAAP operating loss(4) .............. Non-GAAP operating loss(4) / Non-GAAP operating loss(4) / $ / (107,303) / $ / (155,777) / $ / (9,482) / $ / (71,755)
Non-GAAP net loss(5) .................... Non-GAAP net loss(5) / Non-GAAP net loss(5) / $ / (100,524) / $ / (154,675) / $ / (3,949) / $ / (68,560)
Net cash (used in) provided by operating activities ... Net cash (used in) provided by operating activities / Net cash (used in) provided by operating activities / $ / (78,977) / $ / (164,402) / $ / 311,813 / $ / (70,185)
_______________ (1)Includes stock-based compensation expense as follows:
Year Ended December 31,
Year Ended December 31, / Year Ended December 31, / Year Ended December 31, / Year Ended December 31, / Year Ended December 31, / Year Ended December 31, / Year Ended December 31, / Year Ended December 31, / Six Months Ended, June 30, / Six Months Ended, June 30, / Six Months Ended, June 30, / Six Months Ended, June 30, / Six Months Ended, June 30, / Six Months Ended, June 30, / Six Months Ended, June 30, / Six Months Ended, June 30, / Six Months Ended, June 30,
2023 / 2023 / 2023 / 2022 / 2022 / 2022 / 2024 / 2024 / 2024 / 2023 / 2023 / 2023
(in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands)
Cost of sales ........................... Cost of sales / Cost of sales / $ / 309 / $ / 223 / $ / 420 / $ / 51
Research and development ................ Research and development / Research and development / 21,187 / 21,187 / 17,732 / 17,732 / 23,905 / 23,905 / 7,367 / 7,367
Sales and marketing ..................... Sales and marketing / Sales and marketing / 3,563 / 3,563 / 832 / 832 / 3,195 / 3,195 / 1,075 / 1,075
General and administrative .............. General and administrative / General and administrative / 1,572 / 1,572 / 4,257 / 4,257 / 4,809 / 4,809 / 767 / 767
Total stock-based compensation expense ... Total stock-based compensation expense / Total stock-based compensation expense / $ / 26,631 / $ / 23,044 / $ / 32,329 / $ / 9,260
Stock-based compensation expense included $9.0 million, $8.6 million, $18.5 million, and $0.9 million for the years ended December 31, 2023, and 2022 and for the six months ended June 30, 2024 and 2023, respectively, related to secondary transactions in each period and a common stock repurchase from employees during the year ended December 31, 2022. See Note 12 to our audited consolidated financial statements and our unaudited interim condensed consolidated financial statements included elsewhere in this prospectus for additional details on the secondary transactions. (2)See Note 7 to our audited consolidated financial statements included elsewhere in this prospectus for an explanation of the method used to calculate our basic and diluted net loss per share and the weighted-average number of shares used in the computation of per share amounts. (3)The pro forma weighted-average shares used in computing pro forma net loss per share gives effect to (i) the Preferred Stock Conversion, (ii) the Option Exercise, and (iii) the RSU Net Settlement. The pro forma net loss used to calculate pro forma net loss per share reflects 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. (4)See “Non-GAAP Operating Loss” below for more information and for a reconciliation of Non-GAAP operating loss to loss from operations, the most directly comparable financial measure calculated and presented in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). (5)See “Non-GAAP Net Loss” below for more information and for a reconciliation of Non-GAAP operating loss to net loss, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.
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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(1) / Pro Forma(1) / Pro Forma(1) / Pro Forma As Adjusted(2)(3) / Pro Forma As Adjusted(2)(3) / Pro Forma As Adjusted(2)(3)
(in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands)
Consolidated Balance Sheet Data: ........ Consolidated Balance Sheet Data: / Consolidated Balance Sheet Data:
Cash and cash equivalents ............... Cash and cash equivalents / Cash and cash equivalents / $ / 90,931 / $ / $ / $ / $ / $ / $
Working capital(4) ...................... Working capital(4) / Working capital(4) / 129,089 / 129,089
Total assets ............................ Total assets / Total assets / 622,862 / 622,862
Total liabilities ....................... Total liabilities / Total liabilities / 479,394 / 479,394
Redeemable convertible preferred stock ... Redeemable convertible preferred stock / Redeemable convertible preferred stock / 722,780 / 722,780
Stockholders’ deficit ................... Stockholders’ deficit / Stockholders’ deficit / (579,312) / (579,312)
_______________ (1)The pro forma column above gives effect to (i) the filing and effectiveness of our amended and restated certificate of incorporation, which will occur immediately prior to the completion of this offering; (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. (2)The pro forma as adjusted column above gives further 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. (3)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 cash and cash equivalents, working capital, total assets, and stockholders’ deficit by $ , 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 cash and cash equivalents, working capital, total assets, and stockholders’ deficit by $ , 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. In addition, each 1.0% increase or decrease in the assumed tax withholding rate would increase or decrease, as applicable, the amount of estimated tax withholding and remittance obligations related to the RSU Net Settlement by $ . Pro forma adjustments in the footnotes above and the related information in the consolidated balance sheet data are illustrative only and will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing, the actual tax withholding rate, as well as the actual amount of RSUs settled in connection with this offering (including after accounting for forfeitures prior to the settlement date). (4)Working capital is defined as total current assets less total current liabilities. See our unaudited interim consolidated financial statements and the related notes thereto included elsewhere in this prospectus for further details regarding our current assets and current liabilities.
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Non-GAAP Financial Measures We use certain non-GAAP financial measures to supplement the performance measures in our consolidated financial statements, which are presented in accordance with GAAP. These non-GAAP financial measures include non-GAAP operating loss and non-GAAP net loss. We use these non-GAAP financial measures for financial and operational decision-making and as a means to assist us in evaluating period-to-period comparisons. By excluding certain items that may not be indicative of our recurring core operating results, we believe that non-GAAP operating loss and non-GAAP net loss provide meaningful supplemental information regarding our performance. Accordingly, we believe these non-GAAP financial measures are useful to investors and others because they allow for additional information with respect to financial measures used by management in its financial and operational decision-making and they may be used by our institutional investors and the analyst community to help them analyze the health of our business. However, there are a number of limitations related to the use of non-GAAP financial measures, and these non-GAAP measures should be considered in addition to, not as a substitute for or in isolation from, our financial results prepared in accordance with GAAP. Other companies, including companies in our industry, may calculate these non-GAAP financial measures differently or not at all, which reduces their usefulness as comparative measures. Non-GAAP Operating Loss We define non-GAAP operating loss as operating loss presented in accordance with GAAP, adjusted to exclude stock-based compensation expenses. We have presented non-GAAP operating loss because we consider non-GAAP operating loss to be a useful metric for investors and other users of our financial information in evaluating our operating performance because it excludes the impact of stock-based compensation, a non-cash charge that can vary from period to period for reasons that are unrelated to our core operating performance. This metric also provides investors and other users of our financial information with an additional tool to compare business performance across companies and periods, while eliminating the effects of items that may vary for different companies for reasons unrelated to core operating performance. A reconciliation of our GAAP operating loss, the most directly comparable GAAP financial measure, to non-GAAP operating loss is presented below:
Year Ended December 31,
Year Ended December 31, / Year Ended December 31, / Year Ended December 31, / Year Ended December 31, / Year Ended December 31, / Year Ended December 31, / Year Ended December 31, / Year Ended December 31, / Six Months Ended June 30, / Six Months Ended June 30, / Six Months Ended June 30, / Six Months Ended June 30, / Six Months Ended June 30, / Six Months Ended June 30, / Six Months Ended June 30, / Six Months Ended June 30, / Six Months Ended June 30,
2023 / 2023 / 2023 / 2022 / 2022 / 2022 / 2024 / 2024 / 2024 / 2023 / 2023 / 2023
(in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands)
GAAP operating loss ..................... GAAP operating loss / GAAP operating loss / $ / (133,934) / $ / (178,821) / $ / (41,811) / $ / (81,015)
Add: Stock-based compensation expense ... Add: Stock-based compensation expense / Add: Stock-based compensation expense / 26,631 / 26,631 / 23,044 / 23,044 / 32,329 / 32,329 / 9,260 / 9,260
Non-GAAP operating loss ................. Non-GAAP operating loss / Non-GAAP operating loss / $ / (107,303) / $ / (155,777) / $ / (9,482) / $ / (71,755)
Non-GAAP Net Loss We monitor non-GAAP net loss for planning and performance measurement purposes. We define non-GAAP net loss as net loss reported on our consolidated statements of operations, excluding the impact of stock-based compensation expenses and change in fair value of forward contract liability. We have presented non-GAAP net loss because we believe that the exclusion of these charges allows for a more relevant comparison of our results of operations to other companies in our industry and facilitates period-to-period comparisons as it eliminates the effect of certain factors unrelated to our overall operating performance. Our calculation of non-GAAP net loss does not currently include the tax effects of the stock-based compensation expense adjustment because such tax effects have not been material to date.
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A reconciliation of our GAAP net loss, the most directly comparable GAAP financial measure, to our non-GAAP net loss is presented below:
Year Ended December 31,
Year Ended December 31, / Year Ended December 31, / Year Ended December 31, / Year Ended December 31, / Year Ended December 31, / Year Ended December 31, / Year Ended December 31, / Year Ended December 31, / Six Months Ended June 30, / Six Months Ended June 30, / Six Months Ended June 30, / Six Months Ended June 30, / Six Months Ended June 30, / Six Months Ended June 30, / Six Months Ended June 30, / Six Months Ended June 30, / Six Months Ended June 30,
2023 / 2023 / 2023 / 2022 / 2022 / 2022 / 2024 / 2024 / 2024 / 2023 / 2023 / 2023
(in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands) / (in thousands)
GAAP net loss ........................... GAAP net loss / GAAP net loss / $ / (127,155) / $ / (177,719) / $ / (66,605) / $ / (77,820)
Add: Stock-based compensation expense(1) ... Add: Stock-based compensation expense(1) / Add: Stock-based compensation expense(1) / 26,631 / 26,631 / 23,044 / 23,044 / 32,329 / 32,329 / 9,260 / 9,260
Add: Change in fair value of forward contract liability ... Add: Change in fair value of forward contract liability / Add: Change in fair value of forward contract liability / — / — / — / — / 30,327 / 30,327 / — / —
Non-GAAP net loss ....................... Non-GAAP net loss / Non-GAAP net loss / $ / (100,524) / $ / (154,675) / $ / (3,949) / $ / (68,560)
_______________ (1)Non-GAAP net loss does not include the tax effects of the stock-based compensation expense adjustment because such tax effects were not material during the periods presented.
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