DPC Holdings PLC美股招股说明书(2026-06-26版)

DPC Holdings Limited This is the initial public offering of ordinary shares of DPC Holdings Limited. We are offering 27,858,585 ordinary shares. Prior to this offering, there has been no public market for our ordinary shares. The initial public offering price for our ordinaryshares is $33.00 per share. We have been approved to list our ordinary shares on the New York Stock Exchange, or NYSE, subject tonotice of officialissuance, under the symbol“DPC.” Certain of our existing shareholders, including certain of our directors, have, severally and not jointly, agreed to purchase in aconcurrent private placement (the “Concurrent Private Placement”) approximately $68.76 million of ordinary shares at a price per shareequal to the initial public offering price per share in this offering. Such existing shareholders will receive 2,083,593 of our ordinaryshares in the Concurrent Private Placement. The sale of such shares will not be registered under the Securities Act of 1933, as amended,orthe Securities Act. The concurrent private placement is expected to close concurrently with, and be contingent upon theconsummation of, this offering. However, this offering is not contingent on the consummation of the concurrent private placement. Theordinary shares to be purchased in the concurrent private placement will be restricted securities and subject to the lock-up agreementeach such shareholder signed with the underwriters. See “Certain Relationships and Related Party Transactions— Transactions withOur Directors in the Concurrent Private Placement.” Additionally, Qatar Investment Authority, or QIA, has agreed to purchase ordinary shares from us in a private placement (the“QIA Private Placement”). The number of shares to be purchased by QIA from us will be based on an aggregate purchase price ofapproximately $75 million and a price per share equal to the initial public offering price per share in this offering. QIA will receive2,272,727 of our ordinary shares in the QIA Private Placement. The sale of such ordinary shares will not be registered under theSecurities Act, and the QIA Private Placement is subject to customary closing conditions and is expected to close substantiallyconcurrently with, and be contingent upon the consummation of, this offering. However, this offering is not contingent on theconsummation of the QIA Private Placement. While the ordinary shares to be purchased by QIA in the QIA Private Placement will berestricted securities under the Securities Act, and cannot be resold publicly without registration with the SEC or qualifying for anexemption from registration requirements, QIA has not entered into any lock-up agreements with the underwriters in this offering.Certain of the underwriters served as placement agents for the QIA Private Placement and will receive a placement agent fee that willbe a percentage of the total purchase price of the private placement shares equal to approximately $3.375 million. We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act,and have elected to comply with certain reduced public company reporting requirements. See “Risk Factors” and “ProspectusSummary — Implications of Being an Emerging Growth Company.” Investing in our ordinary shares involves substantial risks. See “Risk Factors” beginning on page25to read about factors you shouldconsider before buying our ordinary shares. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securitiesor determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Initial public offering priceUnderwriting discounts and commissions (1)See “Underwriting” for a description of compensation payable to the underwriters. At our request, the underwriters have reserved up to 2,301,907 or approximately 8% of the shares offered by this prospectus, forsale at the initial public offering price through a directed share program to certain of our non-employee directors, management,employees, friends and family. Any reserved shares not so purchased will be offered by the underwriters to the general public on thesame basis as the other shares offered by this prospectus. Morgan Stanley & Co. LLC will administer our directed share program. See“Underwriting — Directed Share Program” for additional information. We have granted the underwriters an option to purchase up to 4,178,787 additional ordinary shares at the initial public offeringprice, less the underwriting discounts and commissions within 30days of the date of this prospectus. The underwriters expect to deliver the ordinary shares against payment on or about June 26, 2026. Jefferies*BarclaysRBC Capital Markets Prospectus dated June 24, 2026 Table of Contents PageSummary1Risk Factors25Special Note Regarding Forward-Looking Statements51Use of Proceeds53Dividend Policy54Capitalization55Dilution56Mana