S-1MEF 1 d932869ds1mef.htm S-1MEF S-1MEF

As filed with the Securities and Exchange Commission on July 23, 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)

 

 

 

Cayman Islands   6411   98-1753044

(State or Other Jurisdiction of

Incorporation or Organization)

  

(Primary Standard Industrial

Classification Code Number)

  

(I.R.S. Employer

Identification Number)

 

 

Accelerant Holdings

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:

 

Nancy Hasley

Group General Counsel

Accelerant Holdings

P.O. Box 309

Ugland House, Grand Cayman, KY1-1104 Cayman Islands

Telephone: +44 (0) 800-048-9809

  

Samir A. Gandhi

Robert A. Ryan

Sidley Austin LLP

787 Seventh Avenue

New York, New York 10019

Telephone: (212) 839-5900

  

Suzanne Correy

Maples and Calder (Cayman) LLP

P.O. Box 309

Ugland House, Grand Cayman, KY1-1104 Cayman Islands

Telephone: (345) 949-8066

   

Thomas Holden

Rachel D. Phillips

Ropes & Gray LLP

1211 Avenue of the Americas

New York, New York 10036

Telephone: (212) 596-9000

 

 

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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-288435

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.

 

Large accelerated filer   ☐    Accelerated filer   ☐
Non-accelerated filer   ☒    Smaller reporting company   ☐
   Emerging growth company   ☒

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 Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.

 

 
 

EXPLANATORY NOTE

This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), for the sole purpose of increasing the aggregate number of Class A common shares offered by Accelerant Holdings (the “Registrant”) by 6,340,851 Class A common shares, 827,067 of which are subject to purchase upon exercise of the underwriters’ option to purchase additional shares of the Registrant’s Class A common shares. The additional securities that are being registered for sale are in an amount and at a price that together represent not more than 20% of the maximum aggregate offering price set forth in the filing fee table filed as an exhibit to the Initial Registration Statement (defined below). The contents of the Registration Statement on Form S-1, as amended (File No. 333-288435), including all exhibits thereto (the “Initial Registration Statement”), filed by the Registrant with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act, which was declared effective by the Commission on July 23, 2025, are incorporated by reference into this Registration Statement.

The required opinion and consents are listed on the below Exhibit Index and filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in George Town, Cayman Islands, on this 23rd day of July, 2025.

 

ACCELERANT HOLDINGS
By:  

/s/ Jeff Radke

  Name: Jeff Radke
  Title: Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/s/ Jeff Radke

    Chief Executive Officer (Principal Executive Officer) and Director   July 23, 2025
Jeff Radke

/s/ Jay Green

    Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)   July 23, 2025
Jay Green

*

    Director   July 23, 2025
Kunal Arora

*

    Director   July 23, 2025
Samuel Gaynor

*

    Director   July 23, 2025
Wendy Harrington

*

    Director   July 23, 2025
Nancy Hasley

*

    Director   July 23, 2025
Christopher Lee-Smith

*

    Director   July 23, 2025
Paul Little

*

    Director   July 23, 2025
Karen Meriwether

*

    Director   July 23, 2025
Keoni Schwartz

*

    Director   July 23, 2025
Michael Searles

/s/ Jay Green

    Authorized Representative in the United States   July 23, 2025
Jay Green

 

*By:  

/s/ Jeff Radke

  Name: Jeff Radke
  Title: Attorney-in-fact