HMH Holding Inc

S-11 d835350ds1.htm S-1

As filed with the Securities and Exchange Commission on August 12, 2024.

**Registration No. 333- **

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORMS-1 **

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

3300 North Sam Houston Parkway East

Houston, Texas 77032

(281) 449-2000

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

Dwight W. Rettig

General Counsel

3300 North Sam Houston Parkway East

Houston, Texas 77032

(281)449-2000

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

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date 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, 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 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, anon-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 the 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 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 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 preliminary prospectus is not complete and may be changed. The securities described herein may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell, nor does it seek an offer to buy, the securities described herein in any jurisdiction where the offer or sale is not permitted.

Subject to completion, dated , 2024

Prospectus

*** shares***

Class A common stock

This is our initial public offering. We are offering shares of our Class A common stock.

Prior to this offering, there has been no public market for our Class A common stock. It is currently estimated that the initial public offering price will be between $ and $ per share of Class A common stock. We intend to apply to list our Class A common stock on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “HMHW.”

To the extent that the underwriters sell more than shares of Class A common stock in this offering, the underwriters have the option to purchase, exercisable within 30 days from the date of this prospectus, up to an additional shares of Class A common stock from us at the public 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 take advantage of certain reduced public company reporting requirements for this prospectus and future filings. See “Risk factors” and “Summary—Emerging growth company status.”

We have two classes of common stock: Class A common stock and Class B common stock. Upon completion of this offering and the reorganization transactions described herein, holders of shares of our Class A common stock will be entitled to one vote for each share of Class A common stock, and holders of shares of our Class B common stock will be entitled to one vote for each share of Class B common stock, held of record on all matters on which shareholders are entitled to vote generally. See “Description of capital stock.” Upon consummation of this offering, the Principal Shareholders (as defined herein) will hold 100% of the shares of Class B common stock that will entitle them to % of the combined voting power of our common stock (or % if the underwriters exercise in full their option to purchase additional shares of Class A common stock). This offering is being conducted through what is commonly referred to as an umbrella partnership-C corporation, or“Up-C,” structure. The Up-C structure provides each Principal Shareholder with the tax advantage of continuing to own interests in a pass-through structure and provides potential future tax benefits for us and such Principal Shareholder when and if such Principal Shareholder ultimately exchanges its B.V. Non-Voting Shares (as defined herein) (or, in the case of Akastor (as defined herein), its B.V. Non-Voting Class B Shares (as defined herein) and Mercury HoldCo Inc. shares) and its shares of our Class B common stock for shares of Class A common stock. See “Corporate reorganization.” We intend to, among other things, use $ million of the net proceeds from this offering to pay the cash consideration portion of the purchase price to purchase an aggregate B.V. Voting Class A Shares and B.V. Voting Class B Shares (each as defined herein) from Baker Hughes (as defined herein) and/or Akastor pursuant to the corporate reorganization. See “Use of proceeds.”

Investing in our Class A common stock involves risks. See “Risk factors” beginning on page 38 to read about factors you should consider before buying shares of our Class A common stock.

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.

The underwriters expect to deliver the shares of Class A common stock against payment on or about , 2024.

The date of this prospectus is , 2024.