Andersen Group Inc.

S-11 d921520ds1.htm S-1

As filed with the Securities and Exchange Commission on September 19, 2025.

Registration Statement 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)

333 Bush Street

Suite 1700

San Francisco, California 94104

**(415)764-2700 **

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

Mark L. Vorsatz

Chairman and Chief Executive Officer

333 Bush Street

Suite 1700

San Francisco, California 94104

**(415)764-2700 **

(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, as amended, 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 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 of 1933, as amended. ☐

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 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.

PRELIMINARY PROSPECTUS (Subject to Completion)

Issued , 2025

• Shares*

Class A Common Stock

Andersen Group Inc. is offering shares of its Class A common stock. This is our initial public offering of shares of Class A common stock, and no public market currently exists for our shares. We anticipate that the initial public offering price will be between $ and $ per share.

We have applied to list our Class A common stock on the New York Stock Exchange (the NYSE) under the symbol “ANDG,” and this offering is contingent upon final approval of such listing.

Upon completion of this offering, we will have two series of authorized common stock, Class A common stock and Class B common stock. Each share of our Class A common stock is entitled to one vote per share. Each share of ournon-economic Class B common stock is entitled to ten votes per share. Upon completion of this offering, Andersen Aggregator LLC will hold all outstanding shares of our Class B common stock and will therefore hold % of the combined voting power of our outstanding capital stock (assuming no exercise of the underwriter’s option to purchase additional shares to cover over-allotments). As a result, we will be a “controlled company” within the meaning of the corporate governance standards of the NYSE, and therefore we will be permitted to, and we intend to, elect not to comply with certain corporate governance requirements thereunder. See the section titled “Management—Controlled Company Status.”

We are an “emerging growth company” as defined under the federal securities laws. As such, in this prospectus we have taken advantage of certain reduced disclosure obligations that apply to emerging growth companies, and may elect to comply with certain reduced public company reporting requirements for future filings.

We are a holding company, and immediately after the consummation of the reorganization transactions as described herein and this offering, our sole material asset will be the indirect ownership interests in Andersen Tax Holdings LLC through our ownership of approximately % of the Class X Umbrella Units in AT Umbrella LLC, which in turn will own all ownership interests in Andersen Tax LLC (each as defined herein). We intend to use all of the net proceeds from this offering (including from any exercise by the underwriters of their over-allotment option) to purchase a number of newly issued Class X Umbrella Units from AT Umbrella LLC that is equivalent to the number of shares of Class A common stock that we offer and sell in this offering, as described under the section titled “Organizational Structure—This Offering and Our Post-IPO Structure.” We will operate and control all of the business and affairs of AT Umbrella LLC and conduct our business through AT Umbrella LLC.

Investing in our Class A common stock involves risks. See the section titled “Risk Factors” beginning on page 22.

PRICE $ A SHARE

At our request, the underwriters have reserved up to 7% of the shares of our Class A common stock offered by this prospectus for sale, at the initial public offering price, through a directed share program to our non-employee directors and certain other individuals and entities identified by us. See the section titled “Underwriters—Directed Share Program.”

We have granted the underwriters an option for a period of 30 days to purchase up to an additional shares of Class A common stock solely to cover over-allotments, if any.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved 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 our Class A common stock to purchasers on , 2025.

• , 2025*

ANDERSEN Delivering Exceptional Client Service Grounded in Integrity, Transparency, and Excellence

Robust $732M 14% Top-Line M Performance 24 YoY Growth 24 Revenue Significant 11,300 20,600Client Base Client Groups Client Engagements Large Pool 288 2,220 of Talented Professionals Managing Directors Total Employees Healthy 18% 20% Margins and Profitability 24 Net Income 24 Adj. EBITDA Margin Margin Notes: Notes: 1. Financials are for the year ended December 31, 2024; All other figures are as of June 30, 2025 2. For Adj. EBITDA Margin, see the section titled Managements Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures for additional information and a reconciliation to the most directly comparable financial measure prepared in accordance with GAAP.

Andersen Global Unlocks International Reach Member Firms of Andersen Global Collaborating Firms of Andersen Global Andersen Consulting 300+ Member and Collaborating Firms 890+ Locations 182+ Countries 2,900+ Partners 44,000+ Professionals Notes: 1. All figures as of June 30, 2025, and excludes Andersen Consulting 2. Andersen Global refers to a Swiss verein, of which Andersen Tax LLC is a founding member

Family Office Consulting Real Estate Consulting Global Workforce Mobility Fund Tax Compliance and Advisory Investment Consulting Fund Formation and Global Structuring Private Accounting Solutions Fund Accounting Trust, Estate and Charitable Planning Private Client Services Alterative Investment Funds, Business Tax Services Valuation Services ANDERSEN Tax Valuation Litigation and Dispute Support Fixed Assets and Cost Segregation Financial Reporting Financial Due Diligence and Transaction Support International Tax Services and Transfer Pricing M&A Tax Advisory State and Local Tax Tax Compliance and Reporting Tax Technology Automation

ANDERSEN Over Two Decades of Integrated, Differentiated Service 170+ Andersen Global Countries 19,000+ Andersen Global Personnel $700MM+ Revenue 70+ Andersen Global Countries 5,000+ Andersen Global Personnel 165+ Andersen Global Countries 15,000+ Andersen Global Personnel 2000+ 1000+ Personnel Personnel 40 Andersen $500MM+ Global Revenue Countries 7 Andersen $250MM+ Global Revenue Countries 16 Andersen 1000+ Global Countries Andersen Global Personnel 3 Andersen Global Countries 500+ Personnel $100MM+ Revenue Completed Management buyout from Founded Expanded service HSBC under the capabilities name Wealth to include and Tax investment Advisory consulting services, Services, Inc. (WTAS) valuation services and 921520-023-Part-3 SALT, amongst others Formed Andersen Global Launched collaboration with the University of San Francisco Launched Student Loan Acquired Andersen Paydown Plan name and rebranded for employees to Andersen Tax and Andersen Global Launched Andersen Institute of Finance and Economics Launched Andersen Consulting 2002 2003 2007 2008 2012 2013 2014 2016 2018 2019 2022 2023 2024 2025