Registration No. 333-

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

 

 

 

Alliance Laundry Holdings Inc.

(Exact name of registrant as specified in its charter)

 

Delaware 3582 98-0444708

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

 

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:

 

Elizabeth A. Morgan

Allison C. Bell

King & Spalding LLP

1290 Avenue of the Americas

14th Floor

New York, NY 10104

(212) 556-2100

Michael Kaplan

Pedro J. Bermeo

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

(212) 450-4000

 

 

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. ¨

 

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. x 333- 298370

 

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 x 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 shares of common stock offered by the principal stockholder of Alliance Laundry Holdings Inc. (the “Registrant”), BDT Capital Partners, LLC (“BDTCP”) and its affiliated investment funds (collectively, the “selling stockholder”), to be registered for sale by 2,357,500 shares, 307,500 of which are subject to purchase upon exercise of the underwriters’ option to purchase additional shares of the Registrant’s common stock from the selling stockholder. The additional shares that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Filing Fee Table (Exhibit 107) filed as an exhibit to the Registration Statement on Form S-1 (File No. 333- 298370) (the “Initial Registration Statement”). The information set forth in the Initial Registration Statement and all exhibits thereto 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 August 18, 2026, are incorporated by reference into this Registration Statement.

 

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

 

 

 

EXHIBIT INDEX

 

Exhibit
Number
  Description
5.1   Opinion of King & Spalding LLP.
23.1   Consent of King & Spalding LLP (included in Exhibit 5.1).
23.2   Consent of Independent Registered Public Accounting Firm.
24.1   Power of Attorney (Incorporated by reference to Exhibit 24.1 to Registration Statement on Form S-1 (Registration No. 333-298370)).
107   Filing Fee Table.

 

 

 

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 Ripon, Wisconsin on August 18, 2026.

 

  Alliance Laundry Holdings Inc.
     
  By: /s/ Michael D. Schoeb
  Name: Michael D. Schoeb
  Title: Chief Executive Officer and Director

 

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.

 

  Signature   Title   Date
           
By: /s/ Michael D. Schoeb   Chief Executive Officer and Director    
  Michael D. Schoeb   (Principal Executive Officer)   August 18, 2026
           
By: *   Chief Financial Officer    
  Dean Nolden   (Principal Financial Officer)   August 18, 2026
           
By: *   Chief Accounting Officer    
  Brian Sikora   (Principal Accounting Officer)   August 18, 2026

 

By:

*        
  Clyde B. Anderson   Director   August 18, 2026
           
By: *        
  Timothy J. FitzGerald   Director   August 18, 2026
           
By: *        
  Phyllis A. Knight   Director   August 18, 2026

 

By:

*        
  Narasimha Nayak   Director   August 18, 2026
           
By: *        
  Robert L. Verigan   Director   August 18, 2026
           
By: *        
  Amanda L. Hodges   Director   August 18, 2026

 

By: /s/ Michael D. Schoeb  
  Michael D. Schoeb  
  Attorney-in-Fact  

 

 


ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

EXHIBIT 5.1

EXHIBIT 23.2

EX-FILING FEES

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