Public Policy Holding Co Inc美股招股说明书(2026-01-29版)

Common Stock This is the initial public offering in the United States of shares of common stock, par value $0.001 per share (the “CommonStock”), of Public Policy Holding Company, Inc. in the United States. We are offering 3,400,000 shares of our Common Stock. Theselling shareholders identified in this prospectus are offering an additional 750,000shares of our Common Stock. We will not receiveany proceeds from the sale of shares by the selling shareholders. We will bear all of the offering expenses other than the underwritingdiscounts and commissions applicable to the Common Stock sold by the selling shareholders. Prior to this offering, there has been no public market for our Common Stock in the United States. We have applied to list ourCommon Stock on the Nasdaq Global Market (“Nasdaq”) under the symbol “PPHC”. Our Common Stock is currently listed on theAIM market of the London Stock Exchange under the symbol “PPHC”. The closing price of our Common Stock, on January 22, 2026was £10.45 which equals a price of $14.08 per share, based on an exchange rate of $1.3478 per 1.00 British pound sterling (“GBP” or“£”) as of January 22, 2026. We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). As a result,we are eligible to take advantage of certain reduced disclosure and other requirements that are otherwise applicable to publiccompanies. Investing in our Common Stock involves a high degree of risk. See “Risk Factors” beginning on page13to read aboutfactors you should consider before buying shares of our Common Stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. Initial public offering priceUnderwriting discounts and commissionsProceeds to us, before expensesProceeds to the selling shareholders, before expenses(1) (1)We have agreed to reimburse the underwriters for certain expenses in connection with this offering. See “Plan of Distribution.” We have also granted the underwriters an option for a period of 30 days from the date of this prospectus to purchase up to anadditional 622,500 shares of our Common Stock on the same terms set forth above to cover over-allotments, if any. See “Plan ofDistribution.” Delivery of the shares of Common Stock will be made on or about January 29, 2026. Oppenheimer & Co. Texas Capital Securities Prospectus dated January 27, 2026 TABLE OF CONTENTS About this ProspectusIndustry and Market DataProspectus SummaryRisk FactorsCautionary Note Regarding Forward-Looking StatementsUse of ProceedsCapitalizationDividend PolicyDilutionManagement’s Discussion and Analysis of Financial Condition and Results of OperationsBusinessMarket Price of and Dividends on the Registrant’s Common Equity and Related Stockholder MattersManagementExecutive CompensationSecurity Ownership of Certain Beneficial Owners and ManagementTransactions With Related Persons, Promoters and Certain Control Persons and Director IndependenceSelling ShareholdersDescription of Securities to be RegisteredMaterial US Federal Income Tax Considerations for Non-US Holders of Common StockPlan of DistributionLegal MattersExpertsWhere You Can Find More InformationIndex to Consolidated Financial Statements We have not, and neither the selling shareholders nor any of the underwriters has, authorized anyone to provide any information ormake any representations other than those contained in this prospectus or in any free writing prospectus filed with the Securities andExchange Commission (the “SEC”). We do not take responsibility for, and neither the selling shareholders nor any of the underwriterstake responsibility for, and neither we nor they can provide any assurance as to the reliability of, any other information that others maygive you. We and the selling shareholders are offering to sell, and seeking offers to buy, shares of Common Stock only in jurisdictionswhere such offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of thisprospectus, regardless of the time of delivery of this prospectus or of any sale of the Common Stock. Our business, financial condition,results of operations and prospects may have changed since such date. For investors outside of the United States, we have not, nor have the selling shareholders or any of the underwriters, doneanything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for thatpurpose is required, other than in the United States. You are required to inform yourselves about, and to observe any restrictionsrelating to, this offering and the distribution of this prospectus outside of the United States. Through and including February 22, 2026 (the 25th day after the date of this prospectus), all dealers effecting