HMH Holding Inc. Files S-1/A Amendment
Ticker: HMH · Form: S-1/A · Filed: Aug 19, 2025 · CIK: 2021880
Sentiment: neutral
Topics: sec-filing, s-1/a, oil-gas-equipment
TL;DR
HMH Holding Inc. filed an S-1/A amendment on 8/19/2025. Oil & Gas equipment company. Delaware corp.
AI Summary
HMH Holding Inc. filed an S-1/A amendment on August 19, 2025, for its registration statement. The company, incorporated in Delaware, operates in the Oil & Gas industry, specifically in machinery and equipment. Its principal executive offices are located at 3300 North Sam Houston Parkway East, Houston, Texas.
Why It Matters
This filing indicates HMH Holding Inc. is moving forward with its registration process, which could lead to a public offering or other significant corporate actions impacting investors in the oil and gas equipment sector.
Risk Assessment
Risk Level: medium — As an S-1/A filing, it pertains to a company preparing for a public offering or significant corporate event, which inherently carries market and execution risks.
Key Numbers
- 333-281497 — SEC File Number (Registration number for the S-1 filing)
- 251230495 — Film Number (Internal SEC processing number)
- 99-2746883 — EIN (Employer Identification Number)
Key Players & Entities
- HMH Holding Inc. (company) — Registrant
- August 19, 2025 (date) — Filing Date
- 3300 North Sam Houston Parkway East, Houston, Texas (location) — Principal Executive Offices
- Dwight W. Rettig (person) — General Counsel
- James B. Marshall (person) — Counsel
- Joshua Davidson (person) — Counsel
- Baker Botts L.L.P. (company) — Legal Counsel
- Ryan J. Maierson (person) — Counsel
- Nick S. Dhesi (person) — Counsel
- Latham & Watkins LLP (company) — Legal Counsel
FAQ
What is the primary purpose of this S-1/A filing?
This S-1/A filing is an amendment to the registration statement of HMH Holding Inc., indicating updates or changes to their initial filing, likely in preparation for a securities offering.
What industry does HMH Holding Inc. operate in?
HMH Holding Inc. operates in the OIL & GAS FILED MACHINERY & EQUIPMENT sector, as indicated by its SIC code 3533.
When was this amendment filed with the SEC?
This amendment (S-1/A) was filed with the Securities and Exchange Commission on August 19, 2025.
Where are HMH Holding Inc.'s principal executive offices located?
The company's principal executive offices are located at 3300 North Sam Houston Parkway East, Houston, Texas, 77032.
Who are the legal counsels mentioned in the filing?
The filing mentions Baker Botts L.L.P. (with James B. Marshall and Joshua Davidson) and Latham & Watkins LLP (with Ryan J. Maierson and Nick S. Dhesi) as counsels.
Filing Stats: 4,537 words · 18 min read · ~15 pages · Grade level 12.3 · Accepted 2025-08-19 12:52:03
Key Financial Figures
- $15.6 million — ended June 30, 2025, our net income was $15.6 million (or 3.9% of revenue) (as compared to ne
- $25.2 million — revenue) (as compared to net income of $25.2 million during the six months ended June 30, 20
- $62.7 million — Adjusted EBITDA (as defined herein) was $62.7 million (or 15.6% of revenue), while capital ex
- $52.0 million — d December 31, 2024, our net income was $52.0 million (or 6.2% of revenue) (as compared to ne
- $17.4 million — revenue) (as compared to net income of $17.4 million during the year ended December 31, 2023
- $158.4 million — r 31, 2023) and our Adjusted EBITDA was $158.4 million (or 18.8% of revenue), while capital ex
Filing Documents
- d915070ds1a.htm (S-1/A) — 3112KB
- d915070dex11.htm (EX-1.1) — 263KB
- d915070dex161.htm (EX-16.1) — 2KB
- d915070dex162.htm (EX-16.2) — 2KB
- d915070dex231.htm (EX-23.1) — 2KB
- d915070dex232.htm (EX-23.2) — 2KB
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Use of proceeds
Use of proceeds 87 Dividend policy 89 Capitalization 90
Management's discussion and analysis of financial condition and results of operations
Management's discussion and analysis of financial condition and results of operations 93 Industry overview 120
Business
Business 130 Management 162
Executive compensation
Executive compensation 170
Security ownership of certain beneficial owners and management
Security ownership of certain beneficial owners and management 179 Corporate reorganization 181 Certain relationships and related party transactions 188
Description of capital stock
Description of capital stock 200 Shares eligible for future sale 205 Certain ERISA considerations 208 Material U.S. federal income tax considerations for non-U.S. holders 211
Underwriting
Underwriting 216 Legal matters 227 Experts 227 Change in independent registered public accounting firm 227 Where you can find additional information 228 Glossary of selected terms A-1 Index to consolidated financial statements F-1 i Table of Contents About this prospectus We have not, and the underwriters have not, authorized any other person to provide you with information different from that contained in this prospectus and any free writing prospectus. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not, and the underwriters are not, making an offer to sell the securities described herein in any jurisdiction where an offer or sale is not permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our Class A common stock. Our business, financial condition, results of operations and prospects may have changed since that date. This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. See Risk factors and Cautionary statement regarding forward-looking statements. Presentation of financial and operating data HMH Inc. (as defined herein) was formed on April 29, 2024, and has not conducted and will not conduct any material business operations prior to the completion of the transactions described under Corporate reorganization other than certain activities related to this offering. Our predecessor consists of HMH B.V. (as defined herein) and its subsidiaries on a consolidated basis. Unless otherwise indicated, the historical consolidated financial and operating information included in this prospectus presents the historical financial and operating information of HMH B.V. Historical financial and operating information is not ind
forward-looking statements in this prospectus
forward-looking statements in this prospectus. ii Table of Contents Trademarks and trade names We own or have rights to various trademarks, service marks and trade names that we use in connection with the operation of our business. This prospectus may also contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties trademarks, service marks, trade names or products in this prospectus is not intended to, and does not imply, a relationship with, or endorsement or sponsorship by, us or such third parties. Solely for convenience, the trademarks and service marks referred to in this prospectus may appear without the ® , TM or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and service marks. iii Table of Contents Summary This summary provides a brief overview of information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before making an investment decision with respect to our Class A common stock. You should read the entire prospectus carefully, including the consolidated financial statements and related notes thereto included elsewhere in this prospectus. Unless indicated otherwise, the information presented in this prospectus assumes (i) an initial public offering price of $ per share of Class A common stock (the midpoint of the price range set forth on the cover page of this prospectus), (ii) that the underwriters do not exercise their option to purchase additional shares of Class A common stock, and (iii) other than in the consolidated financial