Direct Digital Holdings Inc-A美股招股说明书(2026-05-28版)

Up to 20,000,000 Shares of Class A Common Stock This prospectus relates to the resale by Roth Principal Investments LLC (“Roth Principal Investments” or the “Selling Stockholder”)from time to time, of up to 20,000,000 shares of our Class A Common Stock, par value $0.001 per share (the “Class A CommonStock”). The shares of Class A Common Stock being offered by the Selling Stockholder may be purchased pursuant to a Class A CommonStock Purchase Agreement, dated April 28, 2026, that we entered into with Roth Principal Investments (the “Purchase Agreement”).The shares being offered for resale by this prospectus consist of up to 20,000,000 shares of Class A Common Stock that we may, in oursole discretion, elect to issue and sell to Roth Principal Investments, from time to time after the date of this prospectus, pursuant to(and limited by the terms of) the Purchase Agreement. See “The Committed Equity Facility” for a description of the PurchaseAgreement and “The Selling Stockholder” for additional information regarding Roth Principal Investments. The prices at which RothPrincipal Investments may sell the shares will be determined by the prevailing market price for the shares or in negotiated transactions. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares of Class ACommon Stock by the Selling Stockholder. As of the date of this prospectus, we have not yet sold any shares of Class A CommonStock that are the subject of this prospectus to Roth Principal Investments under the Purchase Agreement. We may receive up to$50,000,000 aggregate gross proceeds (subject to certain limitations) under the Purchase Agreement from any sales we make to RothPrincipal Investments pursuant to the Purchase Agreement. Our registration of the resale of the securities covered by this prospectus does not mean that Roth Principal Investments will offer orsell any of the Class A Common Stock. Subject to the terms of the Purchase Agreement, the Selling Stockholder may sell or otherwisedispose of the shares of Class A Common Stock described in this prospectus in a number of different ways and at varying prices. See“Plan of Distribution (Conflict of Interest)” for more information about how the Selling Stockholder may sell or otherwise dispose ofthe shares of Class A Common Stock the offering of which is being registered pursuant to this prospectus. The Selling Stockholder isan “underwriter” within the meaning of Section2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”). The Selling Stockholder will pay all brokerage fees and commissions and similar expenses related to the resale of the securitiesdescribed herein. We will pay the expenses (except brokerage fees and commissions and similar expenses) incurred in registering theoffering of the shares of Class A Common Stock, including legal and accounting fees. See “Plan of Distribution (Conflict of Interest).”We have also engaged Digital Offering, LLC to act as a “qualified independent underwriter” in this offering and have agreed to paytheir fees for such services. We are a “smaller reporting company” and an “emerging growth company” under the federal securities laws and, as such, are subjectto reduced public company reporting requirements. See “Implications of Being an Emerging Growth Company and a SmallerReporting Company.” Our shares of Class A Common Stock are listed on the Nasdaq Capital Market under the symbol “DRCT.” On May 26, 2026, theclosing sale price of our Class A Common Stock was $3.40 per share. Investing in our securities involves a high degree of risk. You should read “Risk Factors” beginning on page16of thisprospectus and the reports we file with the Securities and Exchange Commission pursuant to the Securities Exchange Act of1934, as amended (the “Exchange Act”), incorporated by reference in this prospectus, to read about factors to consider beforepurchasing our securities. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesecurities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. The date of this prospectus isMay 27, 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUSCERTAIN DEFINITIONSPROSPECTUS SUMMARYTHE OFFERINGCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSRISK FACTORSTHE COMMITTEDEQUITY FACILITYDIVIDEND POLICYUSE OF PROCEEDSDETERMINATION OF OFFERING PRICETHE SELLING STOCKHOLDERPLAN OF DISTRIBUTION(CONFLICT OF INTEREST)DESCRIPTION OF CAPITAL STOCKLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE You should rely only on the information contained in this prospectus or any amendment or supplement to this prospectus. Thisprospectus is an offer to sell only the securities offered hereby, but only under the circumstances and in jurisdictions where it