Correspondence 0001193125-24-269346 from ServiceTitan, Inc. (TTAN) (CIK 0001638826) (TTAN)
ServiceTitan, Inc. (TTAN) (CIK 0001638826)
Date: Dec. 3, 2024 · CIK: 0001638826 · Accession: 0001193125-24-269346
AI Filing Summary & Sentiment
File numbers found in text: 333-283296
Referenced dates: November 26, 2024
Letter
140 Scott Drive
Menlo Park, California 94025
Tel: +1.650.328.4600 Fax: +1.650.463.2600
www.lw.com
FIRM / AFFILIATE OFFICES
Austin
Milan
Beijing
Munich
Boston
New York
Brussels
Orange County
Century City
Paris
December 3, 2024
Chicago
Riyadh
Dubai
San Diego
Düsseldorf
San Francisco
Frankfurt
Seoul
Hamburg
Silicon Valley
VIA EDGAR
Hong Kong
Singapore
Houston
Tel Aviv
London
Tokyo
Division of Corporation Finance
Los Angeles
Washington, D.C.
U.S. Securities and Exchange Commission
Madrid
100 F Street, N.E.
Washington, D.C. 20549-6010
Attention:
Amanda Kim
Stephen Krikorian
Marion Graham
Jan Woo
Re:
ServiceTitan, Inc.
Registration Statement on Form S-1
Filed on November 18, 2024
File No. 333-283296
To the addressees set forth above:
ServiceTitan, Inc. (the “Company”) has filed with the U.S. Securities and Exchange Commission (the “Commission”) on the date hereof Amendment No. 1 to the Registration Statement on Form S-1 (the “Registration Statement”). The Company previously filed a Registration Statement on Form S-1 on November 18, 2024. The Registration Statement has been revised to reflect the Company’s responses to the comment letter received on November 26, 2024, from the staff of the Commission (the “Staff”), and we are hereby providing the Company’s response to the Staff’s letter.
For ease of review, we have set forth below the comment of the Staff’s letter dated November 26, 2024 in bold type followed by the Company’s response thereto.
Registration Statement on Form S-1
Prospectus Summary
The Offering, page 16
1. We note your disclosure here and elsewhere in your prospectus regarding your directed share program for “eligible customers; friends and family members of [y]our Co-Founders; and certain other persons.” Please expand your disclosure here, and elsewhere as appropriate, to address how you will determine eligible customers and other persons, the process that prospective participants will follow to participate in the program, the manner in which you will communicate with participants and determine the amount each will receive, when and how you will determine the allocation for the program, and whether such allocation will change depending on the interest level of potential participants, as well as any other material features of the program. Advise us of the number of potential purchasers who are eligible to receive communications about the directed share materials.
December 3, 2024
Page
Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on the cover page and pages 18, 187 and 216 of the Registration Statement to identify the individuals by title who are eligible participants in the directed share program. The Company advises the Staff that it has removed references to “and other persons” from the description of eligible participants.
The Company has revised the disclosure on pages 216 and 217 of the Registration Statement to describe the process that prospective participants will follow to participate in the program, the manner in which the administrator will communicate with participants, and when and how the Company will determine the allocations for the program.
The Company advises the Staff that there are approximately 15,400 individuals eligible to receive communications as prospective participants of the directed share program.
* * *
December 3, 2024
Page
We hope the foregoing answer is responsive to your comment. Please do not hesitate to contact me by telephone at (650) 463-3060 or by email (tad.freese@lw.com) with any questions or comments regarding this correspondence.
Sincerely,
/s/ Tad J. Freese
Show Raw Text
CORRESP 1 filename1.htm CORRESP 140 Scott Drive Menlo Park, California 94025 Tel: +1.650.328.4600 Fax: +1.650.463.2600 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris December 3, 2024 Chicago Riyadh Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Silicon Valley VIA EDGAR Hong Kong Singapore Houston Tel Aviv London Tokyo Division of Corporation Finance Los Angeles Washington, D.C. U.S. Securities and Exchange Commission Madrid 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Amanda Kim Stephen Krikorian Marion Graham Jan Woo Re: ServiceTitan, Inc. Registration Statement on Form S-1 Filed on November 18, 2024 File No. 333-283296 To the addressees set forth above: ServiceTitan, Inc. (the “Company”) has filed with the U.S. Securities and Exchange Commission (the “Commission”) on the date hereof Amendment No. 1 to the Registration Statement on Form S-1 (the “Registration Statement”). The Company previously filed a Registration Statement on Form S-1 on November 18, 2024. The Registration Statement has been revised to reflect the Company’s responses to the comment letter received on November 26, 2024, from the staff of the Commission (the “Staff”), and we are hereby providing the Company’s response to the Staff’s letter. For ease of review, we have set forth below the comment of the Staff’s letter dated November 26, 2024 in bold type followed by the Company’s response thereto. Registration Statement on Form S-1 Prospectus Summary The Offering, page 16 1. We note your disclosure here and elsewhere in your prospectus regarding your directed share program for “eligible customers; friends and family members of [y]our Co-Founders; and certain other persons.” Please expand your disclosure here, and elsewhere as appropriate, to address how you will determine eligible customers and other persons, the process that prospective participants will follow to participate in the program, the manner in which you will communicate with participants and determine the amount each will receive, when and how you will determine the allocation for the program, and whether such allocation will change depending on the interest level of potential participants, as well as any other material features of the program. Advise us of the number of potential purchasers who are eligible to receive communications about the directed share materials. December 3, 2024 Page 2 Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on the cover page and pages 18, 187 and 216 of the Registration Statement to identify the individuals by title who are eligible participants in the directed share program. The Company advises the Staff that it has removed references to “and other persons” from the description of eligible participants. The Company has revised the disclosure on pages 216 and 217 of the Registration Statement to describe the process that prospective participants will follow to participate in the program, the manner in which the administrator will communicate with participants, and when and how the Company will determine the allocations for the program. The Company advises the Staff that there are approximately 15,400 individuals eligible to receive communications as prospective participants of the directed share program. * * * December 3, 2024 Page 3 We hope the foregoing answer is responsive to your comment. Please do not hesitate to contact me by telephone at (650) 463-3060 or by email (tad.freese@lw.com) with any questions or comments regarding this correspondence. Sincerely, /s/ Tad J. Freese Tad J. Freese of LATHAM & WATKINS LLP cc: Ara Mahdessian, ServiceTitan, Inc. Vahe Kuzoyan, ServiceTitan, Inc. Dave Sherry, ServiceTitan, Inc. Olive Huang, ServiceTitan, Inc. Sarah Axtell, Latham & Watkins LLP Robert G. Day, Wilson Sonsini Goodrich & Rosati, P.C. Rezwan D. Pavri, Wilson Sonsini Goodrich & Rosati, P.C. Colin G. Conklin, Wilson Sonsini Goodrich & Rosati, P.C.