QXO Inc美股招股说明书(2025-05-20版)

Filed Pursuant to Rule 424(b)(5)Registration No. 333-281084Depositary Sharesdepositary shares (“Depositary Shares”), each of which represents a 1/20th, subject to anti-dilution adjustments. If a holder of 20shares of our commonshares of our common stock. The closing of this See “Risk Factors” beginning on page S-21 of this prospectus supplement and in the documents incorporatedby reference in this prospectus supplement to read about factors you should consider before buying DepositaryShares.Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission hasapproved or disapproved of these securities or determined if this prospectus supplement or the accompanyingprospectus is truthful or complete. Any representation to the contrary is a criminal offense.Per DepositarySharePublic offering price(1)$Underwriting discounts and commissions(1)(2)$Proceeds before offering expenses, to us$(1)Assumes no exercise of the underwriters’ option to purchase additional Depositary Shares described below.(2)See “Underwriting” for additional information regarding total underwriter compensation.We have granted the underwriters a 30-day option to purchase up toadditional Depositary Sharesfrom us at the public offering price, less underwriting discounts and commissions, solely to cover over-allotments.The underwriters expect to deliver the Depositary Shares against payment in New York, New York on, 2025.Joint-Bookrunners and ManagersGoldman Sachs & Co. LLCMorgan StanleyProspectus Supplement dated, 2025. TABLE OF CONTENTSProspectus SupplementCONCURRENT COMMON STOCK OFFERINGDESCRIPTION OF MANDATORY CONVERTIBLE PREFERRED STOCKDESCRIPTION OF DEPOSITARY SHARESMATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCESProspectusWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCEFORWARD-LOOKING STATEMENTSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF THE DEBT SECURITIES PageSUMMARYS-1THE OFFERINGS-7RISK FACTORSS-21USE OF PROCEEDSS-32S-33CAPITALIZATIONS-34S-36S-58S-65UNDERWRITINGS-76LEGAL MATTERSS-83EXPERTSS-83PageABOUT THIS PROSPECTUS1123THE COMPANY4RISK FACTORS5SELECTED FINANCIAL DATA6USE OF PROCEEDS891 6DESCRIPTION OF DEPOSITARY SHARES25DESCRIPTION OF THE WARRANTS28DESCRIPTION OF THE RIGHTS30DESCRIPTION OF THE PURCHASE CONTRACTS31DESCRIPTION OF THE UNITS32SELLING SECURITYHOLDERS33PLAN OF DISTRIBUTION34LEGAL MATTERS37EXPERTS37S-i We have not, and the underwriters have not, authorized anyone to provide you with anyinformation that is not contained in or incorporated by reference into this prospectus supplement,the accompanying prospectus and any related free writing prospectus that we have prepared. Weand the underwriters take no responsibility for, and can provide no assurance as to the reliabilityof, any other information that others may give you. You should assume that the informationcontained in or incorporated by reference into this prospectus supplement, the accompanyingprospectus and any such free writing prospectus is accurate only as of the date of the applicabledocument. Our business, financial condition, liquidity, results of operations and prospects mayhave changed since those dates. We are not, and the underwriters are not, making an offer to sellthese securities in any state or other jurisdiction where the offer and sale is not permitted.The Depositary Shares are being offered for sale only in jurisdictions where it is lawful tomake such offers. The distribution of this prospectus supplement and the accompanyingprospectus and the offering of the Depositary Shares in certain jurisdictions may be restrictedby law. Persons outside the United States who receive this prospectus supplement and theaccompanying prospectus should inform themselves about and observe any such restrictions.This prospectus supplement and the accompanying prospectus do not constitute, and may notbe used in connection with, an offer or solicitation by anyone in any jurisdiction in which suchoffer or solicitation is not authorized or in which the person making such offer or solicitationis not authorized or in which the person making such offer or solicitation is not qualified to doso or to any person to whom it is unlawful to make such offer or solicitation. See“Underwriting.”It is expected that delivery of the Depositary Shares will be made against paymenttherefor on, 2025, which is the second business day following the trade date forthe Depositary Shares (such settlement cycle being referred to as “T+2”). Under Rule 15c6-1under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in thesecondary market generally are required to settle in one business day, unless the parties to anysuch trade expressly agree otherwise. Accordingly, purchasers who wish to trade theDepositary Shares prior to the business day preceding the settlement date will be required, byvirtue of the fact that the Depositary Shares initially will settle T+2, to specify an alternativesettlement cycle at the time of any such tra