Cardinal Infrastructure Group Inc-A：美股招股说明书（2025-12-10版）

ClassA Common Stock This is our initial public offering. We are offering 11,500,000 shares of our ClassA Common Stock. Prior to this offering, there has been no public market for our ClassA Common Stock. The initial publicoffering price is $21.00 per share of ClassA Common Stock. Our ClassA Common Stock has been approvedfor listing on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “CDNL.” We are an “emerging growth company” as that term is used in the Jumpstart Our Business StartupsActof2012, and as such, we have elected to take advantage of certain reduced public company reportingrequirements for this prospectus and future filings. See “Risk Factors” and “Summary—Emerging GrowthCompany Status.” We will have two classes of common stock after this offering: ClassA Common Stock and ClassBCommon Stock. Upon completion of this offering and the Reorganization (as defined below), holders of sharesof our ClassA Common Stock and ClassB Common Stock will be entitled to one vote for each share of ClassACommon Stock or ClassB Common Stock held of record on all matters on which stockholders are entitled tovote generally. See “Description of Capital Stock.” Upon consummation of this offering, certain persons (the“Continuing Equity Holders”) will hold 100% of the shares of ClassB Common Stock that will entitle them to63.9% of the combined voting power of our common stock (or 61.0% if the underwriters exercise in full theiroption to purchase additional shares of ClassA Common Stock). We will be a holding company, and upon consummation of this offering and the application of proceedstherefrom, our principal asset will consist of LLC Units(as defined below) we acquire directly from CardinalCivil Contracting Holdings LLC, a Delaware limited liability company (“Cardinal”), and from each ContinuingEquity Holder, collectively representing an aggregate 36.1% economic interest in Cardinal. The remaining63.9% economic interest in Cardinal will be owned by the Continuing Equity Holders through their ownershipof LLC Units, assuming no exercise of the underwriters’ option to purchase additional shares of ClassACommon Stock. We will be the sole managing member of Cardinal. We will operate and control all of thebusiness and affairs of Cardinal and, through Cardinal, conduct our business. Investing in our ClassA Common Stock involves risks. See “Risk Factors” beginning on page 21 toread about factors you should consider before buying shares of our ClassA Common Stock. Neither the Securities and Exchange Commission nor any state securities commission has approvedor disapprovedof these securities or determined if this prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. (1)See “Underwriting” for a description of compensation payable to the underwriters. We have granted the underwriters a 30-day option to purchase up to an additional 1,725,000 shares ofClassA Common Stock from us at the initial public offering price, less the underwriting discount. The underwriters expect to deliver the shares of ClassA Common Stock to purchasers on or aboutDecember 11, 2025. Book-Running Managers William Blair TABLE OF CONTENTS PageSUMMARY1RISK FACTORS21CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS51USE OF PROCEEDS52DIVIDEND POLICY53CAPITALIZATION54DILUTION55UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION56MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS68BUSINESS88MANAGEMENT100EXECUTIVE COMPENSATION104SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT107OUR ORGANIZATIONAL STRUCTURE109CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS114DESCRIPTION OF CAPITAL STOCK123SHARES ELIGIBLE FOR FUTURE SALE128MATERIAL U.S.FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S.HOLDERS130UNDERWRITING134LEGAL MATTERS141EXPERTS141CHANGES IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM141WHERE YOU CAN FIND ADDITIONAL INFORMATION142INDEX TO FINANCIAL STATEMENTSF-1i ABOUT THIS PROSPECTUS We have not, and the underwriters have not, authorized any other person to provide you with informationdifferent from that contained in this prospectus and any free writing prospectus. We and the underwriters takeno responsibility for, and can provide no assurance as to the reliability of, any other information that others maygive you. We are not, and the underwriters are not, making an offer to sell the securities described herein in anyjurisdiction where an offer or sale is not permitted. The information in this prospectus is accurate only as of thedate of this prospectus, regardless of the time of delivery of this prospectus or any sale of our ClassA CommonStock. Our business, financial condition, results of operations and prospects may have changed since that date. Thisprospectus contains forward-looking statements that are subject to a number of risks anduncertainties, many of which are beyond our control. See “Risk Factors” and “Cautionary Sta