Jefferson Capital Inc美股招股说明书(2025-06-27版)

This is the initial public offering of the common stock of Jefferson Capital, Inc. We are offering 625,000 shares of our common stock, and the sellingstockholders named in this prospectus are offering 9,375,000 shares of our common stock. The initial public offering price is$15.00per share. Currently, no public market exists for our common stock.Our common stock has been approved forlisting on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “JCAP.” We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced publiccompany reporting requirements for this prospectus and future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company.” Investing in our common stock involves risks. See the “Risk Factors” section beginning on page35of this prospectus forfactors you should consider before investing in our common stock. At our request, the underwriters have reserved five percent of the shares of common stock to be issued by us and offered by this prospectus for sale, atthe initial public offering price, to certain of our directors, officers and employees and friends and family members of certain of our directors, officers andemployees. The number of shares of common stock available for sale to the general public will be reduced to the extent these individuals purchase suchreserved shares. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same basis as the othershares offered by this prospectus. Jefferies LLC will administer our directed share program. See “Underwriting—Directed Share Program.” The selling stockholders have granted the underwriters an option for a period of 30days to purchase up to an additional 1,500,000 shares of our commonstock at the initial public offering price, less underwriting discounts and commissions. We will not receive any proceeds from the sale of shares of ourcommon stock offered by the selling stockholders, including upon the sale of shares of our common stock by the selling stockholders if the underwritersexercise their option to purchase additional shares of our common stock. Immediately following this offering, funds controlled by our sponsor, J.C. Flowers & Co. LLC (“J.C. Flowers”), will beneficially own shares collectivelyrepresenting approximately69.1% of the voting power of our outstanding shares of common stock (or67.6% if the underwriters exercise in full their optionto purchase additional shares of our common stock from the selling stockholders). As a result, we expect to be a “controlled company” within the meaningof the corporate governance rules of the Nasdaq. As a “controlled company,” we are permitted to elect not to comply with certain corporate governancerules of the Nasdaq. See the section titled “Management—Controlled Company Status.” Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. This is a firm commitment underwritten offering. The underwriters expect to deliver shares of our common stock against payment in New York, New Yorkon or about June27, 2025. Lead Bookrunning Managers Jefferies Keefe, Bruyette & WoodsA Stifel Company Co-Managers FHN Financial Securities Corp. ING The date of this prospectus is June25, 2025. PAGEProspectus Summary1Risk Factors35Cautionary Note Regarding Forward-Looking Statements56Use of Proceeds58Dividend Policy59Capitalization60The Reorganization64Management’s Discussion and Analysis of Financial Condition and Results of Operations74Business116Management152Executive Compensation158Certain Relationships and Related Party Transactions170Principal and Selling Stockholders173Description of Capital Stock175Shares Eligible for Future Sale182Description of Certain Indebtedness184Material U.S. Federal Income Tax Consequences to Non-U.S. Holders188Underwriting192Legal Matters203Experts204Where You Can Find More Information205Index to Financial StatementsF-1 Neither we, the selling stockholders, nor the underwriters have authorized anyone to provide any informationor to make any representations other than those contained in this prospectus or in any free writingprospectuses we have prepared or that have been prepared on our behalf, or to which we have referred you.We, the selling stockholders and the underwriters take no responsibility for, and can provide no assurance asto the reliability of, any other information that others may give you. This prospectus is an offer to sell only theshares offered by this prospectus, but only under circumstances and in jurisdictions where it is lawful to doso. The information contained in this prospectus is current only as of its date. Our business, financialcondition, results of operations and prospects may have changed since t