Netskope Inc

This prospectus contains forward-looking statements within the meaning of the federal securities laws, which involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. All statements other than statements of historical fact included in this prospectus, including statements regarding our future operating results and financial condition, our business strategy and plans, market growth, and objectives of management are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as "may," "might," "will," "should," "expect," "plan," "anticipate," "could," "would," "intend," "target," "goal," "objective," "seek," "project," "contemplate," "believe," "estimate," "predict," "potential" or "continue" or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

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our future financial performance, including our expectations regarding our revenue, expenses, cost of revenue, operating expenses, other business or operational metrics, and non-GAAP financial measures, our ability to determine reserves, and our ability to achieve and maintain future profitability;

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the sufficiency of our cash, cash equivalents and investments to meet our liquidity needs;

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our estimated market opportunity and forecasts of our market, including market size and market growth, which may prove to be inaccurate;

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our growth strategy, including our ability to attract and retain customers and to expand platform usage with existing customers;

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anticipated trends, growth rates, and challenges in our business and the markets we serve;

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our expectations regarding the expansion of our international footprint and growth of our partner ecosystem;

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our expectations regarding future cyber risks and the cost of future cyber attacks;

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our expectations regarding future dividend payments or issuances of additional capital stock;

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our expectations and management of future growth;

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our ability to grow and maintain successful relationships with our channel partners;

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the length and unpredictable nature of our sales cycle;

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our ability to compete successfully against current and future competitors;

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future investments in talent and in developing and enhancing our business and platform;

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our ability to develop and introduce new products and solutions and bring them to market in a timely manner;

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our ability to successfully and timely execute on, integrate, and realize the benefits of any acquisition, investment, strategic partnership, or other strategic transaction we may make or undertake;

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our ability to manage the increasing complexity of our operations;

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our ability to maintain and enhance our brand or reputation as an industry leader and innovator;

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our expectations regarding general economic conditions in the United States and globally, including the effects of global geopolitical conflicts, inflation and interest rates, monetary policy changes, trade policy changes, and tariffs;

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our ability to manage risk associated with our business, including as we expand the scope of our business;

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our ability to hire, retain, train, and motivate our personnel and management team and our ability to maintain our corporate culture;

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our ability to successfully introduce, use, and integrate AI and ML with our platform and products;

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our ability to develop, obtain, maintain, and protect our own intellectual property, and license intellectual property from third parties;

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breaches in our security, cyber attacks, or other cyber risks;

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interruptions, outages, or other disruptions affecting the delivery of our platform and products or any of the third-party cloud-based systems that we use in our operations;

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our ability to adapt and respond to rapidly changing technology, industry standards, regulations, or customer needs, requirements, or preferences;

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the ability of our platform and products to effectively interoperate with our customers' existing or future IT infrastructures;

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our ability to comply with our policies relating to privacy, data protection or cybersecurity or related legal or regulatory requirements;

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the impact of various tax laws and regulations, including our failure to comply therewith;

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the potential effect on our business of litigation to which we may become a party;

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our anticipated tax withholding and remittance obligations in connection with the RSU Settlement and other RSU settlements following this offering;

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the increased expenses associated with being a public company; and

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our anticipated uses of net proceeds from this offering.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this prospectus primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors, including those described in the sections titled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this prospectus. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.