Central Bancompany Inc-A美股招股说明书(2025-11-21版)

This is the initial public offering of shares of ClassA common stock of Central Bancompany, Inc. We are offering 17,778,000 shares ofour ClassA common stock. The initial public offering price per share of our ClassA common stock is $21.00 per share. Shares of ourClassA common stock are currently quoted on the OTC Markets under the symbol “CBCY.” We have been approved to list our ClassAcommon stock on the Nasdaq Global Select Market (the “Nasdaq”) under the symbol “CBC.” Approximately 71.09% of our currently outstanding ClassA common stock is held in the Voting Trust (as defined herein) pursuant towhich our Executive Chairman, S. Bryan Cook, and two of our directors, Robert M. Robuck and Robert R. Hermann, Jr., exercise votingcontrol. Immediately following this offering, the Voting Trust is expected to hold 65.79% of the voting power of our outstanding ClassAcommon stock. As a result, we will be a “controlled company” within the meaning of the corporate governance standards of the Nasdaq.As a “controlled company,” we qualify for, and intend to rely on, the exemptions from certain corporate governance standards of theNasdaq.See“Management—Controlled Company Exemptions”and“Security Ownership of Certain Beneficial Owners andManagement.” We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certainreduced public company reporting requirements in this prospectus and may elect to do so in future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company.” Shares of our ClassA common stock are not saving accounts, deposits or other obligations of a bank and are not insured by the FederalDeposit Insurance Corporation (“FDIC”) or any other government agency. Investing in our ClassA common stock involves significant risks. See “Risk Factors” beginning on page36of this prospectus for a discussion of certain risks you should consider before deciding to invest in ourClassA common stock. Neither the Securities and Exchange Commission, any state securities commission, the FDIC, the Board of Governors of the Federal ReserveSystem nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of thisprospectus. Any representation to the contrary is a criminal offense. (1)See“Underwriting”beginning on page210of this prospectus for additional information regarding underwriting compensation. At our request, the underwriters have reserved up to 8% of the shares of Class A common stock offered by this prospectus for sale at theinitial public offering price through a directed share program to our directors, executive officers, certain employees and other designatedpersons. See “Underwriting—Directed Share Program.” We have granted the underwriters an option to purchase up to an additional 2,666,700 shares of our ClassA common stock at the publicoffering price, less the underwriting discount, within 30days from the date of this prospectus. The underwriters expect to deliver the shares of our ClassA common stock against payment on or about November 21, 2025. Joint Lead Book-Running Managers The date of this prospectus is November 19, 2025. TABLE OF CONTENTS PageProspectus Summary1Risk Factors36Cautionary Note Regarding Forward-Looking Statements65Use of Proceeds67Dividend Policy and Dividends68Capitalization69Dilution71Management’s Discussion and Analysis ofFinancial Condition and Results ofOperations72Business135Supervision and Regulation165Management175Executive Compensation183 We have not, and the underwriters have not, authorized anyone to provide any information or to make anyrepresentation other than those contained in this prospectus or any free writing prospectuses we haveprepared. We and the underwriters take no responsibility for, and can provide no assurance as to thereliability of, any other information that others may give you. We are offering to sell, and seeking offers tobuy, shares of our ClassA common stock only in jurisdictions where offers and sales are permitted. Youshould assume that the information appearing in this prospectus is accurate only as of the date of thisprospectus, regardless of the time of delivery of this prospectus or any sale of shares of our ClassAcommon stock. Our business, financial condition, results of operations and prospects may have changedsincethat date.Any discrepancies included in this prospectus between totals and the sums ofthepercentages and dollar amounts presented are due to rounding. Through and including December 14, 2025 (the 25th day after the date of this prospectus), all dealerseffecting transactions in our ClassA common stock, whether or not participating in this offering, may berequired to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus whenacting as an underwriter and with respect to an unsold allotment or subscription. Certain Defined Terms Unless we state otherwise