ServiceTitan Inc-A美股招股说明书(2024-12-12版)

8,800,000 Shares Class A Common Stock This is an initial public offering of shares of Class A common stock of ServiceTitan, Inc. Prior to this offering, there has been no public market for our Class A common stock. The initial public offering price per share is$71.00. We have been approved to list our Class A common stock on the Nasdaq Global Select Market under the symbol “TTAN.” We have three classes of authorized common stock: Class A common stock, Class B common stock and Class C common stock. Therights of holders of Class A common stock, Class B common stock and Class C common stock are identical, except with respect tovoting and conversion rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock isentitled to 10 votes and is convertible at any time into one share of Class A common stock. Each share of Class C common stock isentitled to no votes, except as otherwise required by law. Upon the completion of this offering, no shares of Class C common stock willbe issued and outstanding. Upon the completion of this offering, all shares of Class B common stock will be held by Ara Mahdessian and Vahe Kuzoyan, or our Co-Founders, who are both current executive officers and directors, and their respective affiliates. Accordingly, upon the completion of thisoffering, the shares held by our Co-Founders (including shares over which they have voting or administrative control) will representapproximately 64% of the voting power of our outstanding capital stock, which voting power may increase over time as our Co-Foundersexercise or vest in equity awards outstanding at the time of the completion of this offering. If all such equity awards held by our Co-Founders (including the Co-Founder PSUs referenced below) had been exercised or vested and settled in shares of Class B commonstock as of the date of the completion of this offering, our Co-Founders would collectively hold approximately 75% of the voting powerof our outstanding capital stock. As a result, our Co-Founders will be able to significantly influence or control any action requiring theapproval of our stockholders, including the election of our board of directors, the adoption of amendments to our amended and restatedcertificate of incorporation and bylaws and the approval of any merger, consolidation, sale of all or substantially all of our assets or othermajor corporate transaction. We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, may electto comply with certain reduced public company reporting requirements in future reports after the completion of this offering. See the section titled “Risk Factors” beginning on page 31 to read about factors you should consider before buying shares of ourClass A common stock. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securitiesor passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. At our request, the underwriters have reserved up to 440,000 shares of our Class A common stock, or 5% of the shares offered in thisoffering, for sale at the initial public offering price through a directed share program to (i) individuals who reside in the United States andserve as the Chief Executive Officer, General Manager, Director, Vice President, a member of the C-suite, owner-operator or founder ofone of our current customers and (ii) friends and family members of our Co-Founders. See the section titled “Underwriting—DirectedShare Program.” The underwriters expect to deliver the shares against payment in New York, New York, on or about December 13, 2024. Citigroup Loop Capital Markets Table of Contents Table of Contents TABLE OF CONTENTSPROSPECTUS SUMMARY1RISK FACTORS31SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS76INDUSTRY, MARKET AND OTHER DATA78USE OF PROCEEDS80DIVIDEND POLICY81CAPITALIZATION82DILUTION86MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS89BUSINESS121MANAGEMENT156EXECUTIVE COMPENSATION164CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS179PRINCIPAL STOCKHOLDERS186DESCRIPTION OF CAPITAL STOCK190DESCRIPTION OF CERTAIN INDEBTEDNESS200SHARES ELIGIBLE FOR FUTURE SALE202MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS207UNDERWRITING211LEGAL MATTERS218EXPERTS218WHERE YOU CAN FIND ADDITIONAL INFORMATION218INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 Through and including January 5, 2025 (the 25thday after the date of this prospectus), all dealers effectingtransactions in these securities, whether or not participating in this offering, may be required to deliver aprospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriterand with respect to an unsold allotment or subscription. Neither we nor any of the underwriters have authorized anyone to provide any in