NIQ Global Intelligence Ltd

S-11 d893022ds1.htm S-1

As filed with the Securities and Exchange Commission on June 27, 2025

**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)

200 West Jackson Boulevard

Chicago, IL 60606

312-583-5100

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

James Peck

Chief Executive Officer

200 West Jackson Boulevard

Chicago, IL 60606

(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 public: As soon as practicable after this Registration Statement is declared effective.

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, 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 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.

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 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 June 27, 2025

Preliminary prospectus

*** shares***

Ordinary Shares

$ per share

This is the initial public offering of our ordinary shares. We are offering ordinary shares. We currently expect the initial public offering price to be between $ and $ per ordinary share.

The selling shareholders have granted the underwriters an option to purchase up to additional ordinary shares within 30 days of the date of this prospectus. We will not receive any proceeds from the sale of ordinary shares being sold by the selling shareholders.

After the completion of this offering, an affiliate of Advent International, L.P. will own a majority of the voting power of our outstanding ordinary shares. As a result, we expect to be a “controlled company” within the meaning of the corporate governance standards of the New York Stock Exchange. See “Principal and Selling Shareholders.”

Prior to this offering, there has been no public market for our ordinary shares. We have applied to list our ordinary shares on the New York Stock Exchange under the symbol “NIQ.”

Investing in our ordinary shares involves risk. See “Risk Factors” beginning on page 34.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the ordinary shares to investors on or about , 2025.

Prospectus dated , 2025