188/264 upon listing on the NYSE, decline significantly and rapidly,” and “Risk Factors—Risks Related to Owning Our Ordinary Shares—An active, liquid, and orderly market for our ordinary shares may not develop or be sustained. You may be unable to sell your ordinary shares at or above the price you bought them for.” In addition to sales made pursuant to this prospectus, the ordinary shares covered by this prospectus may be sold by the Registered Shareholders in private transactions exempt from the registration requirements of the Securities Act. Under the securities laws of some states, the ordinary shares may be sold in such states only through registered or licensed brokers or dealers. If the Registered Shareholders utilize a brokerdealer in the sale of the ordinary shares being offered by this prospectus, such brokerdealer may receive commissions in the form of discounts, concessions, or commissions from the Registered Shareholders or commissions from purchasers of the ordinary shares for whom they may act as agent or to whom they may sell as principal (which discounts, concessions, or commissions as to particular brokerdealers may be in excess of those customary in the types of transactions involved). We have engaged Goldman Sachs & Co. LLC, Morgan Stanley, and Allen & Company LLC as our financial advisors to advise and assist the Company with respect to certain matters relating to our listing. However, the financial advisors have not been engaged to participate in investor meetings or to otherwise facilitate or coordinate price discover activities or sales of our ordinary shares in consultation with us, except as described herein with respect to consultation with the DMM on the opening public price in accordance with NYSE rules. Unless otherwise indicated, all information in this prospectus reflects the Share Split. The purpose of the Share Split is to reduce the per share price of our ordinary shares to a more customary level for a newly listed company on the NYSE. No financial advisor is advising us on a per share price of our ordinary shares for the Share Split. 181
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