Reading the ARM Holdings prospectus

ARM Holdings will not receive any proceeds from the shares (American Depositary Shares “ADS”) sold in its upcoming IPO.

All monies paid by new buying shareholders will go to the selling shareholder.

None will go towards the company for business use and holders of the ADS “will not be treated as one of our shareholders and you will not have shareholder rights”.

From the ARM Holdings prospectus

https://www.sec.gov/Archives/edgar/data/1973239/000119312523216983/d393891df1.htm#rom393891_23

Within the opening lines on page 1

All of the ADSs to be sold in this offering are currently held by the selling shareholder identified in this prospectus. We are not selling any of the ADSs in this offering and will not receive any proceeds from the sale of the ADSs by the selling shareholder in this offering.

From page 80 of the prospectus

USE OF PROCEEDS

We will not receive any proceeds from the sale of the ADSs by the selling shareholder (including any proceeds from any sale of ADSs pursuant to the underwriters’ option to purchase additional ADSs from the selling shareholder). All net proceeds from the sale of ADSs in this offering will go to the selling shareholder.

From page 14

• As long as SoftBank Group controls us, other holders of our ordinary shares and ADSs will have limited ability to influence matters requiring stockholder approval or the composition of our Board of Directors.

• SoftBank Group’s interests may conflict with our own interests and those of holders of our ADSs.

from page 16

Each ADS represents one ordinary share, nominal value £0.001 per ordinary share, of Arm Holdings plc. As a holder of ADSs, you will not be treated as one of our shareholders and you will not have shareholder rights. Rather, you will have the rights of an ADS holder or beneficial owner of ADSs (as applicable) as provided in the deposit agreement among us, the depositary and holders and beneficial owners of ADSs from time to time. To better understand the terms of our ADSs, see “Description of American Depositary Shares” elsewhere in this prospectus.

September 12, 2023