Alliance Laundry Holdings Inc.

S-11 alliancelaundryholdingsinc.htm S-1

As filed with the Securities and Exchange Commission on September 12, 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

(Exact name of registrant as specified in its charter)

221 Shepard Street

Ripon, WI 54971

(920) 748-3121

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

Samantha Hannan

Chief Legal and Compliance Officer

221 Shepard Street

Ripon, WI 54971

(920) 748-3121

(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 this registration statement becomes 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. o

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 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 this Registration Statement shall become effective on such date as the 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 is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated September 12, 2025

Preliminary Prospectus

Shares

This is an initial public offering of shares of the common stock of Alliance Laundry Holdings Inc. We are offering shares of our common stock, and our principal stockholder, BDT Capital Partners, LLC and its affiliated investment funds (collectively, “BDTCP” or our “principal stockholder”), is offering shares of our common stock to be sold in this offering. We will not receive any proceeds from the sale of stock by our principal stockholder. Our principal stockholder is an affiliate of BDT & MSD Partners, LLC (“BDT & MSD”), one of the underwriters in this offering. Certain of our directors may be allocated shares in this offering at the initial public offering price. Any such allocations will be made at the discretion of the underwriters, and there is no assurance as to the number of shares, if any, that may be allocated to such persons.

Prior to this offering, there has been no public market for shares of our common stock. We estimate that the initial public offering price per share will be between $ and $ . We intend to apply to list our shares of common stock on the New York Stock Exchange (“NYSE”) under the symbol “ALH”.

Upon completion of this offering, we will be a “controlled company” as defined in the corporate governance rules of the NYSE, and, therefore, will qualify for, but do not intend to rely on, exemptions from certain governance requirements. See “Management—Controlled Company.” After the closing of this offering, our principal stockholder will own approximately % of our outstanding common stock (or approximately % if the underwriters exercise their option to purchase additional shares in full). See “Risk Factors—Risks Relating to this Offering and Ownership of Our Common Stock—Upon the listing of our common stock on the NYSE, we will be a “controlled company” within the meaning of the corporate governance standards of the NYSE. As a result, we will qualify for, and may in the future rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.”

Investing in shares of our common stock involves risks. See “Risk Factors” beginning on page 22 to read about factors you should consider before buying shares of our common stock.

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

(1)See “Underwriting (Conflicts of Interest)” for a description of compensation to be paid to the underwriters.

To the extent that the underwriters sell more than shares of our common stock, the principal stockholder has granted to the underwriters the option for a period of 30 days to purchase up to an additional shares of our common stock at the initial public offering price less the underwriting discounts and commissions.

The underwriters expect to deliver the shares of common stock against payment on or about , 2025 through the book-entry facilities of The Depository Trust Company.

Morgan Stanley

Prospectus dated , 2025.

Table of Contents

We, the principal stockholder and the underwriters have not authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by us. We, the principal stockholder and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so.

The information contained in this prospectus is current only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside of the United States, we, the principal stockholder and the underwriters have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, this offering of the shares of our common stock and the distribution of this prospectus outside the United States.

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Through and including , 2025 (25 days after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This delivery is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

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