NIQ Global Intelligence plc美股招股说明书(2025-07-24版)

50,000,000 shares NIQ Global Intelligence plc Ordinary Shares$21.00 per share This is the initial public offering of our ordinary shares. We are offering 50,000,000 ordinary shares. The initial public offering price for our ordinary shares is$21.00 per share. The selling shareholders have granted the underwriters an option to purchase up to 7,500,000 additional ordinary shares within 30 days of the date of thisprospectus. We will not receive any proceeds from the sale of ordinary shares being sold by the selling shareholders. After the completion of this offering, an affiliate of Advent International, L.P. will own a majority of the voting power of our outstanding ordinary shares. As aresult, we expect to be a “controlled company” within the meaning of the corporate governance standards of the New York Stock Exchange. See “Principal andSelling Shareholders.” Prior to this offering, there has been no public market for our ordinary shares. Our ordinary shares have been approved for listing on the New York StockExchange under the symbol “NIQ.” (1)For additional information regarding underwriting compensation see “Underwriting (Conflicts of Interest).” Investing in our ordinary shares involves risk. See “Risk Factors” beginning on page34. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on theadequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the ordinary shares to investors on or about July24, 2025. Barclays Table of Contents Table of Contents Prospectus SummaryThe OfferingSummary Historical Consolidated Financial and Other DataRisk FactorsCautionary Note Regarding Forward-Looking StatementsUse of ProceedsDividend PolicyCapitalizationDilutionUnaudited Pro Forma Consolidated Combined Financial InformationManagement’s Discussion and Analysis of Financial Condition and Results of Operations Business Management Executive and Director Compensation Underwriting (Conflicts of Interest) Legal Matters Experts Enforcement of Judgments Where You Can Find More InformationIndex to Consolidated Financial Statements We are responsible for the information contained in this prospectus and in any free writing prospectus we prepare or authorize. We, the sellingshareholders and the underwriters have not authorized anyone to provide you with different information, and neither we nor the underwriterstake responsibility for any other information others may give you. We, the selling shareholders and the underwriters are not making an offer tosell these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only asof the date of this prospectus. You should not assume that the information contained in this prospectus is accurate as of any date other than itsdate. For investors outside of the United States, we, the selling shareholders and the underwriters have not done anything that would permit this offering orpossession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You arerequired to inform yourselves about, and to observe any restrictions relating to, this offering and the distribution of this prospectus outside of the UnitedStates. Table of Contents ABOUT THIS PROSPECTUS Basis of Presentation Historically, our business has been operated through Intermediate Dutch Holdings B.V., an indirect subsidiary of AI PAVE Dutchco I B.V., and itsconsolidated subsidiaries, including Indy US Holdco, LLC, a Delaware limited liability company (“US Holdco”), and our other operating subsidiaries.On July10, 2023 (the “Combination Closing Date”), we completed a strategic combination with GfK SE (the “GfK Combination”). Subsequent to theCombination Closing Date, our operations comprise the operations of Intermediate Dutch Holdings B.V. and its consolidated subsidiaries, includingGfK GmbH, formerly, GfK SE, and its consolidated subsidiaries. On January21, 2025, AI Global Investments (Netherlands) PCC Limited acquired Flower Road Limited, an Irish private company with limited liabilitythat was incorporated in Ireland on June6, 2017 as a dormant company. On January23, 2025, we renamed such entity NIQ Global Intelligence Limited.On June 12, 2025, NIQ Global Intelligence Limited was re-registered under the Irish Companies Act 2014 as a public limited company and wasrenamed NIQ Global Intelligence plc. In addition, on the effective date of the registration statement of which this prospectus forms a part and aftereffectiveness of such registration statement (which will be prior to the completion of this offering), we will undertake a reorganization transaction thatwill result in NIQ Global Intelligence plc becoming the direct parent company of AI PAVE Dutchco I B.V. and the indirect parent of other int