Titan America SA美股招股说明书(2025-02-07版)

24,000,000 Shares Titan America SA Common Shares This is an initial public offering of the common shares, no nominal value per share (“common shares”), of TitanAmerica SA (“TASA”). We are offering 9,000,000 common shares. Titan Cement International SA, (the “sellingshareholder”), is offering 15,000,000 common shares. We will not receive any of the proceeds from the commonshares sold by the selling shareholder in this offering. The initial public offering price is $16.00 per common share. Currently, no public market exists for our commonshares. Our common shares have been approved for listing on the New York Stock Exchange (“NYSE”) under thesymbol “TTAM.” The selling shareholder has granted the underwriters an option for a period of 30 days after the date of thisprospectus to purchase up to an additional 3,600,000 common shares from the selling shareholder at the initialpublic offering price less the underwriting discounts and commissions. Upon completion of this offering, the selling shareholder will hold approximately 87% of the voting rights of ouroutstanding share capital immediately, assuming no exercise of the underwriters’ option to purchase additionalcommon shares. As a result, we will be a “controlled company” as defined under the NYSE corporate governancerequirements. See “Risk Factors” and “Management—Corporate Governance—Director Independence andControlled Company Exception” for additional information. We are a “foreign private issuer” under applicable Securities and Exchange Commission rules, and as aresult, will be subject to reduced public company reporting requirements for this prospectus and futurefilings with the Securities and Exchange Commission. Our business and an investment in our common shares involve significant risks. You should carefullyconsider the risks that are described under the caption “Risk Factors” beginning on page 32 of thisprospectus before making a decision to invest in our common shares. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Anyrepresentation to the contrary is a criminal offense. The underwriters expect to deliver our common shares to purchasers against payment on or about February 10,2025. Goldman Sachs & Co. LLC* Citigroup* Table of Contents TABLE OF CONTENTS BASIS OF PRESENTATION1INDUSTRY AND MARKET DATA1TRADEMARKS, TRADE NAMES AND SERVICE MARKS1PRESENTATION OF FINANCIAL INFORMATION1NON-IFRS FINANCIAL MEASURES2PROSPECTUS SUMMARY3RISK FACTORS32SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS69USE OF PROCEEDS71DIVIDEND POLICY72CAPITALIZATION73DILUTION75 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS76INDUSTRY116BUSINESS127MANAGEMENT174EXECUTIVE COMPENSATION183CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS187PRINCIPAL AND SELLING SHAREHOLDER191DESCRIPTION OF SHARE CAPITAL193SHARES ELIGIBLE FOR FUTURE SALE206UNDERWRITING207MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS213MATERIAL BELGIAN FEDERAL INCOME TAX CONSIDERATIONS216EXPENSES RELATED TO THE OFFERING222LEGAL MATTERS223EXPERTS224WHERE YOU CAN FIND MORE INFORMATION225INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 Through and including the 25th day after the date of this prospectus, all dealers that effect transactions inour common shares, whether or not participating in this offering, may be required to deliver a prospectus.This is in addition to the dealers’ obligations to deliver a prospectus when acting as underwriters and withrespect to their unsold allotments or subscriptions. Neither we, the selling shareholder nor any of the underwriters have authorized anyone to provide you withany information other than that contained in this prospectus or in any free writing prospectus prepared by oron behalf of us or to which we may have referred you. We, the selling shareholder and the underwriters takeno responsibility for, and can provide no assurance as to the reliability of, any other information that othersmay give you. Neither we, the selling shareholder nor any of the underwriters are making an offer to sell thecommon shares in any jurisdiction where the offer or sale is not permitted. This offering is being made in theUnited States and elsewhere solely on the basis of the information contained in this prospectus. You shouldassume that the information appearing in this prospectus is accurate only as of the date on the front cover ofthis prospectus, regardless of the time of delivery of this prospectus or any sale of the common shares. Ourbusiness, financial condition, results of operations and prospects may have changed since the date on thefront cover of this prospectus. BASIS OF PRESENTATION Unless otherwise indicated or unless the context otherwise requires, (a) all references in this prospectus to the“Company,” “Titan America,” “we,” “us,” “our” or similar terms refer to Titan America SA and its s