Accelerant Holdings

S-11 d543111ds1.htm S-1

As filed with the Securities and Exchange Commission on June 30, 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

ACCELERANT HOLDINGS

(Exact Name of Registrant as Specified in its Charter)

c/o Accelerant Re (Cayman) Ltd.

Unit 106, Windward 3, Regatta Office Park,

West Bay Road, Grand Cayman

+1 (345) 743-4611

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

The Corporation Trust Company

1209 Orange Street

Wilmington, Delaware 19801

**(302)658-7581 **

(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 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 such Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities 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 these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS (Subject to Completion)

Issued June 30, 2025.

• Shares*

Class A Common Shares

This is the initial public offering of Class A common shares of Accelerant Holdings (“Accelerant”), par value $0.0001 per share. We are offering Class A common shares to be sold in this offering. An affiliate of our equity sponsor is offering of our Class A common shares. We will not receive any proceeds from the sale of our Class A common shares being sold by the Selling Shareholder (as defined herein). All shares sold by the Selling Shareholder in this offering will be converted to Class A common shares upon sale.

Prior to this offering, there has been no public market for our Class A common shares. The initial public offering price is expected to be between $ and $ per Class A common share. We have applied to list our Class A common shares on the New York Stock Exchange (“NYSE”) under the symbol “ARX.”

Following this offering, we will have two classes of authorized common shares. The holders of our Class A common shares offered hereby will be entitled to one vote per Class A common share, and the holders of our Class B common shares will be entitled to ten votes per Class B common share. Certain of our existing equity holders (and their affiliates) will hold all of our issued and outstanding Class B common shares and will have the right pursuant to our amended and restated memorandum and articles of association to convert their Class B common shares into Class A common shares on a one-for-one basis at any time. Additionally, Class B common shares will automatically convert into Class A common shares on a one-for-one basis upon transfer (other than a permitted transfer) of Class B common shares; or upon the earlier of (i) the time Class B common shareholders cease to own 50% of the total number of Class B common shares owned by such holders, in aggregate, immediately upon the closing of this offering or (ii) three years, after which time (in each case) there will be a single class of common shares with one vote per share.

After giving effect to the sale of the Class A common shares offered hereby, investment funds controlled by our equity sponsor, Altamont Capital Partners (“Altamont Capital”), will own Class B common shares, representing % of the combined voting power of our common shares outstanding after this offering (or % of the voting power if the underwriters’ option to purchase additional Class A common shares is exercised in full). As a result, we expect to be a “controlled company” within the meaning of the corporate governance standards of the NYSE. See “Management—Controlled Company Status.” Other than Altamont Capital and any of its affiliates, no holder of common shares or any of its affiliates shall be permitted to hold voting power greater than 9.9% of the aggregate combined voting power of Accelerant (the “Voting Power Threshold”), and any votes to which any such holder would otherwise be entitled in excess thereof shall be disregarded.

We are an “emerging growth company” as defined under the U.S. federal securities laws, and as such, we have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings.

Investing in our Class A common shares involves a high degree of risk. See “Risk Factors” beginning on page 26.

We and the Selling Shareholder have granted the underwriters the option for a period of 30 days to purchase up to an additional Class A common shares on the same terms as set forth above.

Neither the Securities and Exchange Commission (“SEC”) nor any other regulatory body 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 Class A common shares to purchasers on , 2025.

The date of this prospectus is , 2025.

Our mission To be the preeminent specialty insurance marketplace

A bird’s eye view of Accelerant $3.5B 96 Exchange Written Premium1 Risk Capital Partners2 232 Operating in 20+ Members 2 Countries 2 (1) For the trailing 12 months ended March 31, 2025 (2) As of March 31, 2025

Accelerant