0001193125-25-321402.txt : 20251216 0001193125-25-321402.hdr.sgml : 20251216 20251216210009 ACCESSION NUMBER: 0001193125-25-321402 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20251216 FILED AS OF DATE: 20251216 DATE AS OF CHANGE: 20251216 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nicolai John CENTRAL INDEX KEY: 0002084214 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-43014 FILM NUMBER: 251577029 MAIL ADDRESS: STREET 1: 333 BUSH ST STE 1700 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Andersen Group Inc. CENTRAL INDEX KEY: 0002065708 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] ORGANIZATION NAME: 07 Trade & Services EIN: 334630773 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 333 BUSH ST STE 1700 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: (415) 764-2700 MAIL ADDRESS: STREET 1: 333 BUSH ST STE 1700 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 3 1 ownership.xml 3 X0206 3 2025-12-16 0 0002065708 Andersen Group Inc. ANDG 0002084214 Nicolai John C/O ANDERSEN GROUP INC. 333 BUSH STREET, SUITE 1700 SAN FRANCISCO CA 94104 true false false false Class X Aggregator Units Class A Common Stock 250000 D Pursuant to the terms of the Amended and Restated Limited Liability Company Agreement of Andersen Aggregator LLC ("Aggregator") dated as of December 16, 2025 (the "Aggregator LLCA"), as disclosed in the prospectus of Andersen Group Inc. (the "Issuer"), the Class X Aggregator Units held by the Reporting Person are ultimately exchangeable for cash or, at the Issuer's election, shares of Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments and compliance with lock-up, vesting and transfer restrictions and the terms of the Aggregator LLCA. Upon an exchange of the Class X Aggregator Units, an equal number of shares of Class B common stock of the Issuer accompanying the Class X Aggregator Units and held by Andersen Aggregator LLC or its permitted will be automatically cancelled for no additional consideration. Shares of Class B Common Stock do not represent economic interests in the Issuer. The reported units shall be vested with respect to 5% of the shares as of December 16, 2025, and shall vest annually thereafter in equal installments over the following five years, subject to the Reporting Person's continuous service to the Issuer through each such vesting date. Exhibit 24 - Power of Attorney /s/ William Deckelman as attorney-in-fact 2025-12-16 EX-24 2 ck0002065708-ex24.htm EX-24 EX-24

POWER OF ATTORNEY

The undersigned, hereby constitutes and appoints each of William Deckelman, Steven Leidenfrost, Lily Tsui, Elena Vespoli and Max Noreng as the undersigned’s true and lawful attorneys-in-fact to:

 

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complete and execute Schedules 13D and 13G in accordance with Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Forms 3, 4 and 5 in accordance with Section 16 of the Exchange Act and the rules thereunder, Form 144 under Rule 144 under the Securities Act of 1933 (“Rule 144”), and in each case the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of the undersigned’s ownership, acquisition or disposition of securities, and other forms and all amendments thereto as such attorneys-in-fact shall in their discretion determine to be required or advisable; and
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do all acts necessary in order to file such forms with the Commission, any securities exchange or national association, and such other person or agency as the attorneys-in-fact shall deem appropriate.

The undersigned hereby ratifies and confirms all that said attorneys‑in-fact and agent shall do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Section 13 or Section 16 of the Exchange Act or Rule 144 or any other SEC rule or regulation.

The undersigned hereby grants to each such attorney‑in‑fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney‑in‑fact, or each such attorney‑in‑fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedules 13D, 13G, Forms 3, 4 and 5 or Form 144 with respect to the undersigned’s holdings of and transactions in securities, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on December 11, 2025.

 

 

By:

 /s/ John Nicolai

 

Name: John Nicolai