HMH Holding Inc-A美股招股说明书(2026-04-01版)

10,520,000 shares HMH Holding Inc. ClassA common stock This is our initial public offering. We are offering 10,520,000 shares of our ClassA common stock. Prior to this offering, there has been no public market for our ClassA common stock. We have been approved to list our ClassA common stock on TheNasdaq Global Select Market (“Nasdaq”) under the symbol “HMH.” To the extent that the underwriters sell more than 10,520,000 shares of ClassA common stock in this offering, the underwriters have the option topurchase, exercisable within 30 days from the date of this prospectus, up to an additional 1,578,000 shares of ClassA common stock from us at thepublic offering price less the underwriting discounts and commissions. We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012, and as such, we have elected to takeadvantage of certain reduced public company reporting requirements for this prospectus and future filings. See “Risk factors” and “Summary—Emerginggrowth company status.” We have two classes of common stock: ClassA common stock and ClassB common stock. Upon completion of this offering and the reorganizationtransactions described herein, holders of shares of our ClassA common stock will be entitled to one vote for each share of ClassA common stock, andholders of shares of our ClassB common stock will be entitled to one vote for each share of ClassB common stock, held of record on all matters onwhich stockholders are entitled to vote generally. See “Description of capital stock.” Upon consummation of this offering and the corporate reorganization,the Principal Stockholders (as defined herein) will hold 100% of the shares of ClassB common stock that will entitle them to 75.6% of the combinedvoting power of our common stock (or 71.9% if the underwriters exercise in full their option to purchase additional shares of ClassA common stock). Thisoffering is being conducted through what is commonly referred to as an umbrella partnership-C corporation, or “Up-C,” structure. The Up-C structureprovides each Principal Stockholder with the tax advantage of continuing to own interests in a pass-through structure and provides potential future taxbenefits for us and such Principal Stockholder when and if such Principal Stockholder ultimately exchanges its B.V. Non-Voting Shares (or, in the case ofAkastor (as defined herein), its B.V. Non-Voting Class B Shares and Mercury HoldCo Inc. shares) and its shares of our Class B common stock for sharesof ClassA common stock. See “Corporate reorganization.” We intend to, among other things, use $39.5million of the net proceeds from this offering topay the cash consideration portion of the purchase price to purchase an aggregate 2,100,000 B.V. Voting Class A Shares and 2,100,000 B.V. VotingClass B Shares (each as defined herein) from Baker Hughes (as defined herein) and Akastor pursuant to the corporate reorganization. See “Use ofproceeds.” Investing in our ClassA common stock involves risks. See “Risk factors” beginning on page 39 to read about factors you should considerbefore buying shares of our ClassA common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of ClassA common stock against payment on or about April 2, 2026. J.P. MorganCitigroupStifel Piper Sandler Evercore ISIDNB CarnegiePickering Energy Partners Nordea The date of this prospectus is March 31, 2026. Table of Contents Table of contents SummaryThe offeringSummary historical and pro forma financial dataCautionary statement regarding forward-looking statementsRisk factorsUse of proceedsDividend policyCapitalizationDilutionManagement’s discussion and analysis of financial condition and results of operationsIndustry overviewBusinessManagementExecutive compensationSecurity ownership of certain beneficial owners and managementCorporate reorganizationCertain relationships and related party transactionsDescription of capital stockShares eligible for future saleCertain ERISA considerationsMaterial U.S. federal income tax considerations for non-U.S. holdersUnderwritingLegal mattersExpertsChange in independent registered public accounting firmWhere you can find additional informationGlossary of selected termsIndex to consolidated financial statements Table of Contents About this prospectus We have not, and the underwriters have not, authorized any other person to provide you with information different from that contained inthis prospectus and any free writing prospectus. We and the underwriters take no responsibility for, and can provide no assurance as tothe reliability of, any other information that others may give you. We are not, and the underwriters are not, making an offer to sell thesecurities described he