ALTISOURCE PORTFOLIO SOLUTIONS S.A.

S-11 tm255024d1_s1.htm FORM S-1

As filed with the Securities and Exchange Commission on January 31, 2025

Registration No. 333-

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER ***

THE SECURITIES ACT OF 1933*

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

(Exact name of registrant as specified in its charter)

**33, Boulevard Prince Henri

L-1724 Luxembourg

Grand Duchy of Luxembourg

(352) 20 60 20 55

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

**Altisource Solutions, Inc.

2300 Lakeview Parkway, Suite 756,

Alpharetta, GA, 30009

(770) 612-7007

(Name, address including zip code, and telephone number, including area code, of agent for service)

With copies to**:**

** ** **Max Kirchner

** **Keith Pisani

Paul Hastings LLP

London EC2N 4AG** **

United Kingdom** **

+44 20 3023 5100** ** ** ** ** ** **

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

If this Form is a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(d) under the Securities Act, check the following box.¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 31, 2025

PROSPECTUS

Altisource Portfolio Solutions S.A.

Up to****115,000,000 Common Shares

This prospectus relates to the issuance and sale of up to 115,000,000 shares of common stock, par value $0.01 per share (the “common stock”), of Altisource Portfolio Solutions S.A., a Luxembourg société anonyme, or public limited liability company having its registered office at 33, Boulevard Prince Henri, L-1724 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies register (Registre de commerce et des sociétés, Luxembourg) under number B72391 (“Altisource,” the “Company,” “we,” “us,” or “our”) upon the exercise of (i) warrants to purchase shares of common stock requiring cash settlement through the cash payment to the Company of the exercise price (the “Cash Exercise Stakeholder Warrants”) and (ii) warrants to purchase shares of common stock exercisable on a cashless basis (the “Net Settle Stakeholder Warrants”, and together with the Cash Exercise Stakeholder Warrants, the “Warrants” and each a “Warrant”), expected to be issued by Altisource on February [ ], 2025.

The board of directors of the Company (our “Board”) has declared an issuance under Luxembourg Law, which is more commonly referred to as a distribution in the United States (the “Warrant Distribution”), of transferable Warrants at no charge to record and beneficial holders of the following Company securities (“Stakeholders”): (i) shares of common stock, (ii) restricted share units (“RSUs”), and (iii) the Company’s outstanding warrants to purchase shares of common stock at an exercise price of $0.01 per share (the “Existing Warrants”), in each case, as of 5:00 p.m., New York City time, on February 14, 2025 (such date and time, the “Distribution Record Date”).

The Warrants are expected to be issued by the Company pursuant to a warrant agent agreement, between the Company and Equiniti Trust Company, LLC, as Warrant Agent (the “Warrant Agreement”). The Warrants may be exercised beginning on the later of (i) May[ ], 2025 and (ii) first date on which the VWAP (as defined below) of the common stock equals or exceeds the Implied Per Share Exercise Price (as such term is defined below) of the Warrants, which is initially $1.20, for a period of fifteen consecutive Trading Days (as such term is defined in the Warrant Agreement) (such later date, the “Initial Exercise Date”). Subject to the terms and conditions of the Warrant Agreement, the Warrants will be exercisable from the Initial Exercise Date until:

Each Warrant entitles the holder thereof to purchase from us 1.625 shares, subject to certain adjustments, of our common stock at an initial Exercise Price of $1.95 per Warrant (initially equal to $1.20 per share of common stock). The Cash Exercise Stakeholder Warrants may be exercised for cash only, and the Net Settle Stakeholder Warrants may only be exercised on a cashless basis. We will not issue fractional shares of common stock or pay cash in lieu thereof. If you would otherwise be entitled to receive fractional shares of common stock upon exercise of the Warrants, we will first aggregate the total number of shares common stock you would receive upon exercise of the Cash Exercise Stakeholder Warrants or the Net Settle Stakeholder Warrants, as applicable, and then round down the total number of shares of common stock to be issued to you to the nearest whole number.

Our common stock is listed on the Nasdaq Global Select Market under the symbol “ASPS.” On January 30, 2025, the last reported sale price of our common stock on the Nasdaq Global Select Market was $0.70 per share.

The Warrants will be transferable when issued. We intend to apply to list the Cash Exercise Stakeholder Warrants and the Net Settle Stakeholder Warrants on the Nasdaq Global Select Market. However, there can be no assurance that these applications will be approved or that an orderly, liquid trading market for the Stakeholder Warrants will develop or be maintained. Any trading value of the Warrants will be determined by the market.

The Company will receive proceeds from the exercise of the Cash Exercise Stakeholder Warrants, but will not receive any proceeds from the Net Settle Stakeholder Warrants. See “Use of Proceeds” in this prospectus.

Investing in the securities offered by this prospectus involves substantial risks. You should carefully consider the risks described under the “Risk Factors” section of this prospectus beginning on page****12 and similar sections in our filings with the Securities and Exchange Commission (the “SEC”) incorporated by reference herein before buying any of the shares of common stock offered hereby.

Neither the SEC nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025.

TABLE OF CONTENTS

Page