优先科技控股有限公司美股招股说明书(2025-01-15版)

SUBJECT TO COMPLETION, DATED JANUARY 15, 2025 PRELIMINARY PROSPECTUS SUPPLEMENT(To Prospectus dated December 11, 2024) Priority Technology Holdings, Inc. Shares of Common Stock from Selling Stockholders This prospectus supplement relates to the shares of common stock of Priority Technology Holdings, Inc. being soldby the selling stockholders identified in this prospectus supplement. The selling stockholders are sellingshares ofour common stock, par value $0.001. We will not receive any of the proceeds from the sale of the shares of ourcommon stock being sold by the selling stockholders. Our common stock is listed on the Nasdaq Capital Market under the symbol “PRTH.” On January 14, 2025, the lastsale price of our shares as reported on the Nasdaq Capital Market was $9.57 per share. Investing in our common stock involves risks. See “Risk Factors” beginning on page S-5 of this prospectussupplement, on page 6 of the accompanying prospectus and in the documents we incorporate by reference inthis prospectus supplement, including our most recent Annual Report on Form 10-K and our most recentQuarterly Reports on Form 10-Q, to read about risks that you should consider before purchasing ourcommon stock. (1)Assumes no exercise of the underwriters’ option to purchase additional shares of common stock.(2)See “Underwriting” beginning on page S-19 of this prospectus supplement for additional informationregarding underwriting compensation. The underwriters may also exercise their option to purchase up to an additionalshares from certain sellingstockholders, at the public offering price, less underwriting discounts and commissions, for 30 days after the date of this prospectus supplement. See “Underwriting—Priority; Option to Purchase Additional Shares” for additionalinformation regarding the underwriters’ option to purchase additional shares. We will not receive any of theproceeds from the sale of common stock pursuant to the exercise of the underwriters’ option to purchase additionalcommon stock. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement is truthful or complete. Anyrepresentation to the contrary is a criminal offense. Delivery of the common stock is expected to be made on or about, 2025. Keefe, Bruyette & WoodsA Stifel TD Cowen Lake Street TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-ivPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-3RISK FACTORSS-5USE OF PROCEEDSS-10EXERCISE OF WARRANTSS11 -DIVIDEND POLICYS-12SELLING STOCKHOLDERSS-13MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSS-15UNDERWRITINGS-19LEGAL MATTERSS-24EXPERTSS-25WHERE YOU CAN FIND MORE INFORMATIONS-26INFORMATION INCORPORATION BY REFERENCES-27 Prospectus PageABOUT THIS PROSPECTUS1CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS2OUR COMPANY3RISK FACTORS6USE OF PROCEEDS7SELLING STOCKHOLDERS8DESCRIPTION OF CAPITAL STOCK9PLAN OF DISTRIBUTION13LEGAL MATTERS15EXPERTS16WHERE YOU CAN FIND MORE INFORMATION17INFORMATION INCORPORATED BY REFERENCE18 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus dated December 11, 2024 are part of a registrationstatement (File No. 333-283519) that we filed with the Securities and Exchange Commission, or the SEC, using a“shelf” registration process. We provide information to you about this offering of shares of our common stock intwo separate parts. The first part is this prospectus supplement, which describes the specific terms of this commonstock offering and also adds to and updates information contained in the accompanying prospectus and thedocuments incorporated by reference herein. The second part, the accompanying prospectus dated December 11,2024, including the documents incorporated by reference therein, provides more general information. Generally,when we refer to this prospectus, we are referring to this prospectus supplement and the accompanying prospectuscombined. To the extent there is a conflict between the information contained in this prospectus supplement, on theone hand, and the information contained in the accompanying prospectus or in any document incorporated byreference that was filed with the SEC before the date of this prospectus supplement, on the other hand, you shouldrely on the information in this prospectus supplement. If any statement in one of these documents is inconsistentwith a statement in another document having a later date—for example, a document incorporated by reference in the accompanying prospectus—the statement in the document having the later date modifies or supersedes the earlierstatement. We take no responsibility for, and can provide no assurances as to the reliability of, any information that is inaddition to or different from that contained in this prospectus supplement and the accompanying prosp