Netskope Inc-A美股招股说明书(2025-09-18版)

Class A Common Stock This is an initial public offering of shares of Class A common stock of Netskope, Inc. Prior to this offering, there has been no public market for our Class A common stock. The initialpublic offering price is $19.00 per share. We have been approved to list our Class A common stock on the Nasdaq Global Select Marketunder the symbol "NTSK." Following this offering, we will have three series of authorized common stock, Class A commonstock, Class B common stock, and Class C common stock. The rights of the holders of our Class Acommon stock, Class B common stock, and Class C common stock will be substantially identical,except with respect to voting and conversion rights. Each share of Class A common stock will beentitled to one vote per share. Each share of Class B common stock will be entitled to 20 votes pershare and will be convertible at any time into one share of Class A common stock. Each share ofClass C common stock will have no voting rights, except as otherwise required by law, and will beconvertible into one share of Class A common stock, as described herein. Immediately followingthe completion of this offering, outstanding shares of Class B common stock will representapproximately 99.3% of the voting power of our outstanding capital stock and no shares of ClassC common stock will be issued and outstanding. We are an "emerging growth company" as defined under the federal securities laws and, as such,have elected to comply with certain reduced public company reporting requirements in thisprospectus and may elect to do so in future filings. See the section titled "Risk Factors" beginning on page23to read about factors you shouldconsider before deciding to invest in shares of our Class A common stock. Neither the Securities and Exchange Commission nor any state securities commission hasapproved or disapproved of these securities or passed upon the accuracy or adequacy of thisprospectus. Any representation to the contrary is a criminal offense. (1)See the section titled "Underwriting" for a description of the compensation payable to theunderwriters. We have granted the underwriters an option, exercisable for 30 days from the date of thisprospectus, to purchase up to 7,170,000 additional shares of our Class A common stock from us tocover-over-allotments, if any, at the initial public offering price, less underwriting discounts andcommissions. The underwriters expect to deliver the shares against payment in New York, New York onSeptember 19, 2025. TABLE OF CONTENTS PageLETTER FROM OUR CO-FOUNDER AND CEO1PROSPECTUS SUMMARY3RISK FACTORS23SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS73MARKET, INDUSTRY, AND OTHER DATA75USE OF PROCEEDS77DIVIDEND POLICY78CAPITALIZATION79DILUTION82MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTSOF OPERATIONS85BUSINESS113MANAGEMENT150EXECUTIVE COMPENSATION159CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS180PRINCIPAL STOCKHOLDERS182DESCRIPTION OF CAPITAL STOCK186SHARES ELIGIBLE FOR FUTURE SALE196MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON‑U.S.HOLDERS OFOUR CLASS A COMMON STOCK201UNDERWRITING205LEGAL MATTERS217EXPERTS217WHERE YOU CAN FIND ADDITIONAL INFORMATION217INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 Throughand including October 12,2025(the 25th day after the date of thisprospectus), all dealers effecting transactions in these securities, whether or not participatingin this offering, may be required to deliver a prospectus. This is in addition to a dealer'sobligation to deliver a prospectus when acting as an underwriter and with respect to anunsold allotment or subscription. Neither we nor any of the underwriters have authorized anyone to provide you withinformation that is different than the information contained in this prospectus and any free writingprospectus prepared by or on behalf of us or to which we have referred you. Neither we nor theunderwriters take any responsibility for, and cannot provide any assurance as to the reliability of,any other information that others may give you. The information contained in this prospectus or inany applicable free writing prospectus is accurate only as of the date of this prospectus or suchfree writing prospectus, as applicable, regardless of the time of delivery of this prospectus or anysuch free writing prospectus or of any sale of the securities offered hereby. Our business,operating results, financial condition and prospects may have changed since that date. This prospectus is an offer to sell only the securities offered hereby and only undercircumstances and in jurisdictions where it is lawful to do so. Neither we nor any of theunderwriters have taken any action that would permit this offering or possession or distribution ofthis prospectus in any jurisdiction where action for that purpose is required, other than in theUnited States. Persons who have come into possession of this prospectus in a jurisdiction outsidethe United States are required to i