DPC Holdings Ltd

S-11 tm269965-2_s1.htm S-1

As filed with the Securities and Exchange Commission on May 26, 2026

Registration No. 333-​

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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DPC Holdings Limited*

(Exact Name of Registrant as Specified in its Charter)​

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2nd Floor, Donington Court, Pegasus Business Park, Herald Way, Derby, DE742UZ

+44(0)115 663 0139

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

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Corporation Service Company

241 Little Falls Drive

Wilmington, DE 19808

Tel: +1 (302) 636-5401

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

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Copies to:

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Approximate date of commencement of proposed sale to the public: As soon as practicable after effectiveness of this registration statement.

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, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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 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 filed pursuant to Rule 462(d) 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. ☐

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 Securities Exchange Act of 1934.

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 the Securities Act. ☐

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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 which 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 the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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Prior to the consummation of this offering, we intend to change the legal status of our Company from a Jersey private company to a Jersey public limited company and our name will be DPC Holdings PLC.

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The information in this preliminary 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 preliminary prospectus is not an offer to sell these securities, and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion, dated , 2026

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DPC Holdings Limited

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This is the initial public offering of ordinary shares of DPC Holdings Limited. We are offering ordinary shares.

Prior to this offering, there has been no public market for our ordinary shares. We anticipate that the initial public offering price for our ordinary shares will be between $ and $ . We intend to apply to list our ordinary shares on the New York Stock Exchange, or NYSE, subject to notice of official issuance, under the symbol “DPC.”

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 “Prospectus Summary — Implications of Being an Emerging Growth Company.”

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Investing in our ordinary shares involves substantial risks. See “Risk Factors” beginning on page 23 to read about factors you should consider before buying our ordinary shares.

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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

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(1)

See “Underwriting” for a description of compensation payable to the underwriters.

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At our request, the underwriters have reserved up to ordinary shares, or % of the shares offered by this prospectus, for sale 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 the same 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 additional ordinary shares at the initial public offering price, less the underwriting discounts and commissions within 30 days of the date of this prospectus.

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The underwriters expect to deliver the ordinary shares against payment on or about , 2026.

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(*lead bookrunners listed in alphabetical order)​

Prospectus dated , 2026