Accelerant Holdings-A美股招股说明书(2025-07-25版)

This is the initial public offering of Class A common shares of Accelerant Holdings (“Accelerant”), par value $0.0000011951862 per share. We are offering 20,276,280Class A common shares to be sold in this offering. The selling shareholders identified in this prospectus, including affiliates of our equity sponsor, are offering14,184,872 of our Class A common shares. We will not receive any proceeds from the sale of our Class A common shares being sold by the selling shareholders. Allshares sold by the selling shareholders in this offering will be converted to ClassA common shares upon sale. Prior to this offering, there has been no public market for our Class A common shares. The initial public offering price is $21.00per Class A common share. Our Class Acommon shares have been approved for listing, subject to official notice of issuance, on the New York Stock Exchange (“NYSE”) under the symbol “ARX.” Following this offering, we will have two classes of authorized common shares. The holders of our Class A common shares offered hereby will be entitled to one vote perClass A common share, and the holders of our Class B common shares will be entitled to ten votes per Class B common share. Certain of our existing equity holders (andtheir affiliates) will hold all of our issued and outstanding Class B common shares and will have the right pursuant to our amended and restated memorandum and articlesof association to convert their Class B common shares into Class A common shares on a one-for-one basis at any time. Additionally, Class B common shares willautomatically convert into Class A common shares on a one-for-one basis upon transfer (other than a permitted transfer) of Class B common shares; or upon the earlier of(i)the time ClassB common shareholders cease to own 50% of the total number of ClassB common shares owned by such holders, in aggregate, immediately upon theclosing of this offering or (ii)threeyears, after which time (in each case) there will be a single class of common shares with one vote per share. After giving effect to the sale of the Class A common shares offered hereby, investment funds controlled by our equity sponsor, Altamont Capital Partners (“AltamontCapital”), will own 93,739,536ClassB common shares, representing 76.4% of the combined voting power of our common shares outstanding after this offering (or76.6% of the voting power if the underwriters’ option to purchase additional Class A common shares is exercised in full). As a result, we expect to be a “controlledcompany” within the meaning of the corporate governance standards of the NYSE. See “Management—Controlled Company Status.” Other than Altamont Capital andany of its affiliates, no holder of common shares or any of its affiliates shall be permitted to hold voting power greater than 9.9% of the aggregate combined voting powerof Accelerant (the “Voting Power Threshold”), and any votes to which any such holder would otherwise be entitled in excess thereof shall be disregarded. We are an “emerging growth company” as defined under the U.S. federal securities laws, and as such, we have elected to comply with certain reduced reportingrequirements for this prospectus and may elect to do so in future filings. Investing in our Class A common shares involves a high degree of risk. See “Risk Factors” beginning on page 27. Certain of the selling shareholders have granted the underwriters the option for a period of 30 days to purchase up to an additional 5,169,172 Class A common shares on Neither the Securities and Exchange Commission (“SEC”) nor any other regulatory body has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the Class A common shares to purchasers on July25, 2025. MorganStanleyGoldmanSachs&Co.LLCBMOCapitalMarketsRBC Capital MarketsWellsFargoSecuritiesPiperSandlerWilliamBlairRaymondJamesTDSecuritiesCitizensCapitalMarketsFTPartners The date of this prospectus is July23, 2025. Table of Contents Table of Contents TABLE OF CONTENTS PROSPECTUS SUMMARYRISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICYCAPITALIZATIONUNAUDITED PRO FORMA FINANCIAL INFORMATIONDILUTIONMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS FOUNDERS’ LETTER BUSINESS REGULATION CERTAIN MATERIAL TAX CONSIDERATIONS UNDERWRITERS LEGAL MATTERS EXPERTS WHERE YOU CAN FIND MORE INFORMATIONINDEX TO CONSOLIDATED FINANCIAL STATEMENTS Through and including August17, 2025 (the 25th day after the date of this prospectus), all dealers effecting transactions in our Class A commonshares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver aprospectus when acting as an underwriter and with respect to its unsold allotment or subscription. None of Ac