Venture Global Inc-A美股招股说明书(2025-01-24版)

Venture Global, Inc. Class A Common Stock Venture Global, Inc., or the Company, is offering 70,000,000 shares of its Class A common stock. This is our initial public offering and no public market currently exists for our Class A common stock. The initial public offering price is $25.00per share. Upon completion of this offering, we will have two classes of common stock, Class A common stock and Class B common stock. Each share ofClass A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to ten votes per share. Holders of ourClass A common stock and Class B common stock vote together as a single class on all matters, except as otherwise set forth in this prospectus oras required by applicable law. Each outstanding share of Class B common stock will convert automatically into one share of Class A commonstock upon any transfer, except for certain exceptions and permitted transfers described in our amended and restated certificate of incorporation.The Class B common stock, which is held by Venture Global Partners II, LLC, or VG Partners, will represent approximately 97.8% of the totalcombined voting power of our outstanding common stock following this offering (or approximately 97.7% of the total combined voting power ofour outstanding common stock if the underwriters exercise in full their option to purchase additional shares of our Class A common stock). We have been approved to list our Class A common stock on the New York Stock Exchange, or the NYSE, under the symbol “VG.” After the completion of this offering, VG Partners will continue to beneficially own common stock representing more than 50% of the totalcombined voting power of our outstanding common stock eligible to vote in the election of directors. As a result, we will be a “controlledcompany” for the purposes of the NYSE listing requirements. See “Management—Status as a “Controlled Company” under the NYSE ListingStandards.” Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 22. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Table of Contents TABLE OF CONTENTS PageMarket and Industry DataiiTrademarks and Service MarksiiStock SplitiiBasis of PresentationiiiCertain Important TermsivProspectus Summary1Risk Factors22Special Note Regarding Forward-Looking Statements97Use of Proceeds101Dividend Policy102Capitalization103Dilution105Management’s Discussion and Analysis of Financial Condition and Results of Operations107LNG Industry Overview154Business174Management228Executive Compensation237Certain Relationships and Related Party Transactions254Principal Stockholders258Description of Capital Stock260Description of Material Financing267Material U.S. Federal Income and Estate Tax Consequences for Non-U.S. Holders of Common Stock282Shares Eligible For Future Sale285Underwriting288Legal Matters298Experts298Where You Can Find More Information299Index to Consolidated Financial StatementsF-1 We and the underwriters have not authorized anyone to provide any information or to make any representationsother than those contained in this prospectus or in any free writing prospectuses we have prepared. We and theunderwriters take no responsibility for, and can provide no assurance as to the reliability of, any other informationthat others may provide you. We and the underwriters are offering to sell, and seeking offers to buy, shares ofClass A common stock only in jurisdictions where offers and sales are permitted. The information contained in thisprospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus orof any sale of Class A common stock. For Investors Outside of the United States: We and the underwriters have not done anything that would permit thisoffering, or possession or distribution of this prospectus, in any jurisdiction where action for that purpose isrequired, other than the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of ourClass A common stock and the distribution of this prospectus outside of the United States. Through and including February 17, 2025 (25 days after the date of this prospectus), all dealers that buy, sell ortrade our Class A common stock, whether or not participating in this offering, may be required to deliver aprospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and withrespect to their unsold allotments or subscriptions. Table of Contents MARKET AND INDUSTRY DATA This prospectus includes industry and market data, including our general expectations and market position, marketoppor