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Palantir Technologies, Inc.
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==== Risks to the Class A Common Stock ==== # Trading price of Class A common stock is likely to be volatile and may decline, regardless of the company’s operating performance. Factors that could affect the stock price include: ## price and volume fluctuations in the overall stock market from time to time; ## volatility in the trading prices and trading volumes of technology stocks; ## changes in operating performance and stock market valuations of other technology companies generally, or those in industry in particular; ## sales or expected sales of shares of Class A common stock by us or company’s stockholders; ## short-selling of Class A common stock or related derivative securities; ## Changes to the management ## General macroeconomic volatilities<ref name=":2" /> # Although Palantir currently is not considered to be a “controlled company” under the New York Stock Exchange (“NYSE”) corporate governance rules, it may in the future become a controlled company due to the concentration of voting power among its Founders and their affiliates.<ref name=":2" /> # The company is not inclined to pay cash dividends in the foreseeable future; intends to retain future earnings for the purpose of expansions.<ref name=":2" /> # The multiple class structure of common stock has the effect of concentrating voting power with certain stockholders, in particular, Founders and their affiliates, which will effectively eliminate investor’s ability to influence the outcome of important transactions, including a change in control. The Founder Voting Trust Agreement and the Founder Voting Agreement have a similar effect.<ref name=":2" /> # In certain circumstances in the future, the Founders and their affiliates could have voting power that exceeds 49.999999% of the Voting Power.<ref name=":2" />
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