Andersen Group Inc-A美股招股说明书(2025-12-17版)

ClassA Common Stock Andersen Group Inc. is offering 11,000,000 shares of its ClassA common stock. This is our initial public offering of shares of ClassA common stock, and no public market currentlyexists for our shares. The initial public offering price is $16.00 per share. Upon completion of this offering, we will have two series of authorized common stock, ClassA common stock and ClassB common stock. Each share of our ClassA common stock isentitled to one vote per share. Each share of our non-economic ClassB common stock is entitled to ten votes per share. Upon completion of this offering, Andersen Aggregator LLC willhold all outstanding shares of our ClassB common stock and will therefore hold 99% of the combined voting power of our outstanding capital stock (assuming no exercise of theunderwriter’s option to purchase additional shares to cover over-allotments). As a result, we will be a “controlled company” within the meaning of the corporate governance standards ofthe NYSE, and therefore we will be permitted to, and we intend to, elect not to comply with certain corporate governance requirements thereunder. See the section titled “Management—Controlled Company Status.” We are an “emerging growth company” as defined under the federal securities laws. As such, in this prospectus we have taken advantage of certain reduced disclosure obligations thatapply to emerging growth companies, and may elect to comply with certain reduced public company reporting requirements for future filings. We are a holding company, and immediately after the consummation of the reorganization transactions as described herein and this offering, our sole material asset will be the indirectownership interests in Andersen Tax Holdings LLC through our ownership of approximately 10.1% of the ClassX Umbrella Units in AT Umbrella LLC, which in turn will own allownership interests in Andersen Tax LLC (each as defined herein). We intend to use all of the net proceeds from this offering (including from any exercise by the underwriters of theirover-allotment option) to purchase a number of newly issued ClassX Umbrella Units from AT Umbrella LLC that is equivalent to the number of shares of ClassA common stock that weoffer and sell in this offering, as described under the section titled “Organizational Structure—This Offering and Our Post-IPO Structure.” We will operate and control all of thebusiness and affairs of AT Umbrella LLC and conduct our business through AT Umbrella LLC. Investing in our ClassA common stock involves risks. See the section titled “Risk Factors” beginning on page22. Per ShareTotal (1)See the section titled “Underwriters” for a description of the compensation payable to the underwriters. At our request, the underwriters have reserved up to 7% of the shares of our Class A common stock offered by this prospectus for sale, at the initial public offering price, through adirected share program to our non-employee directors and certain other individuals and entities identified by us. See the section titled “Underwriters—Directed Share Program.” We have granted the underwriters an option for a period of 30 days to purchase up to an additional 1,650,000 shares of ClassA common stock solely to cover over-allotments, if any.The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities or determined if this prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. The underwriters expect to deliver the shares of our ClassA common stock to purchasers on December 18, 2025. BAIRDDecember 16, 2025 TABLE OF CONTENTS PROSPECTUS Through and including January 10, 2026 (the 25th day after the date of this prospectus), all dealers effecting transactions in thesesecurities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation todeliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription. Neither we nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained inthis prospectus or in any free writing prospectuses filed with the Securities and Exchange Commission. Neither we nor any of the underwriters take anyresponsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sellonly the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We are offering to sell, and seeking offers tobuy, shares of our ClassA common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus isaccurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the shares of our ClassA commonstock. Our business, operating r