Lumexa Imaging Holdings Inc美股招股说明书(2025-12-12版)

25,000,000Shares Lumexa Imaging Holdings, Inc. Common Stock This is our initial public offering. We are selling 25,000,000 shares of our common stock, $0.001 par value per share (our “common stock”).The initial public offering price for our common stock is $18.50 per share. Currently, no public market exists for our common stock. Wehave been approved to list our common stock on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “LMRI.” We have granted the underwriters a 30-day option to purchase up to 3,750,000 additional shares of our common stock from us at theinitial public offering price, less underwriting discounts and commissions, solely to cover over-allotments, if any. Based on the beneficial ownership of our common stock as of November24, 2025, after this offering, our executive officers and directors,together with Welsh, Carson, Anderson & Stowe (“WCAS”) and its affiliates, will beneficially own approximately 31% of our outstandingcommon stock (assuming no exercise of the underwriters’ option to purchase additional shares of our common stock and no purchases ofshares of our common stock in this offering by that group, directly or indirectly). As a result, these stockholders will continue to havesignificant influence over the outcome of corporate actions requiring stockholder approval. The interests of these stockholders may not bethe same as or may even conflict with your interests. We are an “emerging growth company” as defined in the Securities Act of 1933, as amended (the “Securities Act”), and, as such, we haveelected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. Investing in our common stock involves risks that are described in the “Risk Factors” section beginning on page22 of thisprospectus. Neither the Securities and Exchange Commission (the “SEC”), any state securities commission nor any other regulatory bodyhas approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Anyrepresentation to the contrary is a criminal offense. The underwriters expect to deliver the shares to investors on or about December 12, 2025. JefferiesLeerinkPartnersWilliamBlairRaymondJamesPNCCapitalMarketsLLCR.Seelaus&Co.,LLC Barclays*DeutscheBankSecuritiesCapitalOneSecuritiesAcademySecurities J.P.Morgan*WellsFargoSecuritiesFifthThirdSecuritiesLoopCapitalMarkets * Joint lead bookrunners inalphabeticalorder The date of this prospectus is December 10, 2025 TABLE OF CONTENTS PAGEPROSPECTUS SUMMARY1RISK FACTORS22CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS48USE OF PROCEEDS50DIVIDEND POLICY51ORGANIZATIONAL STRUCTURE52CAPITALIZATION54DILUTION56MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS58BUSINESS80MANAGEMENT101EXECUTIVE AND DIRECTOR COMPENSATION109CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS121PRINCIPAL STOCKHOLDERS123DESCRIPTION OF CAPITAL STOCK126SHARES ELIGIBLE FOR FUTURE SALE131MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMON STOCK133UNDERWRITING137LEGAL MATTERS150EXPERTS151WHERE YOU CAN FIND ADDITIONAL INFORMATION152INDEX TO FINANCIAL STATEMENTSF-1 Table of Contents Through and including January 4, 2026 (the 25th day after the date of this prospectus), all dealers effecting transactions in our commonstock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to adealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription. Neither we nor any of the underwriters have authorized anyone to provide you with any information or to make any representations other thanthose contained in this prospectus or in any free writing prospectuses we may authorize to be delivered or made available to you. Neither we norany of the underwriters take any responsibility for, and can provide no assurance as to the reliability of, any other information that others maygive. We and the underwriters are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where such offersand sales are permitted. The information contained in this prospectus or any free writing prospectus is accurate only as of its date, regardless ofits time of delivery or of any sale of shares of our common stock. Our business, financial condition, results of operations, liquidity and futuregrowth prospects may have changed since that date. For investors outside the United States: Neither we nor any of the underwriters have done anything that would permit this offering or possessionor distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside ofthe United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relat