Public Policy Holding Company, Inc.

S-11 pphc-sx1.htm S-1

As filed with the Securities and Exchange Commission on October 10, 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)

800 North Capitol St. NW, Suite 800

Washington, D.C. 20002

(202) 688–0020

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

Neal Strum

800 North Capitol St. NW, Suite 800

Washington, D.C. 20002

(202) 688–0020

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

Copies to:

Approximate date of commencement of proposed sale of the securities 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, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

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. o

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. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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. Q

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 or until the registration statement shall become effective on such date as the US 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 and the selling shareholders 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 nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED , 2025

Preliminary Prospectus

Shares

This is the initial public offering in the United States of shares of common stock, par value $0.001 per share (the “Common Stock”), of Public Policy Holding Company, Inc. in the United States. We are offering shares of our Common Stock. The selling shareholders identified in this prospectus are offering an additional shares of our Common Stock. We will not receive any proceeds from the sale of shares by the selling shareholders. We will bear all of the offering expenses other than the underwriting discounts and commissions applicable to the Common Stock sold by the selling shareholders.

Prior to this offering, there has been no public market for our Common Stock in the United States. We have applied to list our Common Stock on the Nasdaq Global Market (“Nasdaq”) under the symbol “PPHC”. Our Common Stock is currently listed on the AIM market of the London Stock Exchange under the symbol “PPHC”. The closing price of our Common Stock, on ___, 2025 was , which equals a price of $, based on an exchange rate of ___/$1.00 as of ___, 2025.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). As a result, we are eligible to take advantage of certain reduced disclosure and other requirements that are otherwise applicable to public companies.

Investing in our Common Stock involves a high degree of risk. See “Risk Factors” beginning on page 10 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 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.

(1)We have agreed to reimburse the underwriters for certain expenses in connection with this offering. See “Plan of Distribution.”

We have also granted the underwriters an option for a period of 30 days from the date of this prospectus to purchase up to an additional shares of our Common Stock on the same terms set forth above to cover over-allotments, if any. See “Plan of Distribution.”

Delivery of the shares of Common Stock will be made on or about , 2025.

Prospectus dated , 2025

TABLE OF CONTENTS

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We have not, and neither the selling shareholders nor any of the underwriters has, authorized anyone to provide any information or make any representations other than those contained in this prospectus or in any free writing prospectus filed with the Securities and Exchange Commission (the “SEC”). We do not take responsibility for, and neither the selling shareholders nor any of the underwriters take responsibility for, and neither we nor they can provide any assurance as to the reliability of, any other information that others may give you. We and the selling shareholders are offering to sell, and seeking offers to buy, shares of Common Stock only in jurisdictions where such offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Common Stock. Our business, financial condition, results of operations and prospects may have changed since such date.

For investors outside of the United States, we have not, nor have the selling shareholders or any of the underwriters, 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. You are required to inform yourselves about, and to observe any restrictions relating to, this offering and the distribution of this prospectus outside of the United States.

Through and including , 2025 (the 25th day 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 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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