Public Policy Holding Company, Inc.

This prospectus contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “target,” “estimate,” “intend,” “continue” or “believe” or the negatives of, or other variations of, these terms or comparable terminology. You should read statements that contain these words carefully because they discuss our plans, strategies, prospects and expectations concerning our business, operating results, financial condition and other similar matters. We believe that it is important to communicate our future expectations to our stockholders. Our forward-looking statements include information in this prospectus regarding general domestic and global economic conditions and the expected performance of our business. There may be events in the future, however, that we are not able to predict accurately or control.

The factors listed under “Risk Factors,” as well as any cautionary language in this prospectus, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in the forward-looking statements contained in this prospectus. The occurrence of the events described in these risk factors and elsewhere in this prospectus could have a material adverse effect on our business, results of operations and financial position. Any forward-looking statement made by us in this prospectus speaks only as of its date. Factors or events that could cause our actual results to differ from our forward-looking statements may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You are advised to consult any additional reports that we in the future may file with the SEC, including our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

The following factors are among those that may cause actual results to differ materially from the forward-looking statements in this prospectus:

•reduction in the demand for our services from clients;

•damage to our reputation in our industry;

•loss of key personnel;

•inability to successfully implement our business strategy, including through future acquisitions or other strategic transactions;

•failure to adequately coordinate and monitor our operating subsidiaries;

•our inability to compete effectively outside the US or in new business lines;

•loss of employees or clients to new or existing competitors;

•competition from parties who sell their businesses to us or from professionals who depart such companies following the companies’ acquisition by us;

•errors in forecasting and planning, setting operation and financial performance targets or relying on non-GAAP financial metrics which may not provide the best measurement of our performance or may not be comparable with similar measures used by our competitors;

•macroeconomic and political risks;

•reliance on third-party suppliers and third-party technology;

•cybersecurity breaches or disruptions to our information technology systems;

•failure to comply with data privacy laws;

•failure to comply with regulations applicable to lobbying activities or other aspects of our business;

•failure to maintain effective internal controls over financial reporting; and

•the costs of servicing our debt, and the restrictions placed on our operations under related debt agreements.