As filed with the Securities and Exchange Commission on October 21, 2025.

Registration No. 333-290834

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Public Policy Holding Company, Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware	8742	87-3557229
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

800 North Capitol St. NW, Suite 800

Washington, D.C. 20002

(202) 688–0020

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Neal Strum

800 North Capitol St. NW, Suite 800

Washington, D.C. 20002

(202) 688–0020

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:


Roeland Smits Chief Financial Officer Public Policy Holding Company, Inc. 800 North Capitol St. NW, Suite 800 Washington, D.C. 20002						Ashar Qureshi Fried, Frank, Harris, Shriver & Jacobson (London) LLP 100 Bishopsgate London EC2N 4AG United Kingdom			Joshua A. Kaufman Era Anagnosti DLA Piper LLP (US) 1251 Avenue of the Americas New York, NY 10020

Approximate date of commencement of proposed sale of the securities 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. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

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. o

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. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 o	Accelerated filer o	Non-accelerated filer Q	Smaller reporting company o
			Emerging growth company Q

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. Q

This registration statement shall hereafter become effective in accordance with the provisions of Section 8(a) of the Securities Act of 1933.

The information in this preliminary prospectus is not complete and may be changed. We and the selling shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 21, 2025

Preliminary Prospectus

4,100,000 Shares

Public Policy Holding Company, Inc.

Common Stock

This is the initial public offering in the United States of shares of common stock, par value $0.001 per share (the “Common Stock”), of Public Policy Holding Company, Inc. in the United States. We are offering 3,400,000 shares of our Common Stock. The selling shareholders identified in this prospectus are offering an additional 700,000 shares of our Common Stock. We will not receive any proceeds from the sale of shares by the selling shareholders. We will bear all of the offering expenses other than the underwriting discounts and commissions applicable to the Common Stock sold by the selling shareholders.

Prior to this offering, there has been no public market for our Common Stock in the United States. We have applied to list our Common Stock on the Nasdaq Global Market (“Nasdaq”) under the symbol “PPHC”. Our Common Stock is currently listed on the AIM market of the London Stock Exchange under the symbol “PPHC”. The closing price of our Common Stock, on October 17, 2025 was £10.90, which equals a price of $14.64 per share, based on an exchange rate of $1.3427 per 1.00 British pound sterling (“GBP” or “£”) as of October 17, 2025.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). As a result, we are eligible to take advantage of certain reduced disclosure and other requirements that are otherwise applicable to public companies.

Investing in our Common Stock involves a high degree of risk. See “Risk Factors” beginning on page 12 to read about factors you should consider before buying shares of our Common Stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


	Per Share	Total
Initial public offering price	$	$
Underwriting discounts and commissions(1)	$	$
Proceeds to us, before expenses	$	$
Proceeds to the selling shareholders, before expenses	$	$

__________________

(1)We have agreed to reimburse the underwriters for certain expenses in connection with this offering. See “Plan of Distribution.”

We have also granted the underwriters an option for a period of 30 days from the date of this prospectus to purchase up to an additional 615,000 shares of our Common Stock on the same terms set forth above to cover over-allotments, if any. See “Plan of Distribution.”

Delivery of the shares of Common Stock will be made on or about , 2025.


Oppenheimer & Co.			Canaccord Genuity
Texas Capital Securities

Prospectus dated , 2025

TABLE OF CONTENTS


			Page

About this Prospectus			iii

Industry and Market Data			v

Prospectus Summary			1

Risk Factors			12

Cautionary Note Regarding Forward-Looking Statements			28

Use of Proceeds			30

Capitalization			31

Dividend Policy			33

Dilution			34

Management’s Discussion and Analysis of Financial Condition and Results of Operations			36

Business			69

Market P rice of and D ividends on the R egistrant’s C ommon E quity and R elated S tockholder M atters			90

Management			92

Executive Compensation			99

Security Ownership of Certain Beneficial Owners and Management			106

Transactions With Related Persons, Promoters and Certain Control Persons and Director Independence			107

Selling Share holders			109

Description of Securities to be Registered			111

Material US Federal Income Tax Considerations for Non-US Holders of Common Stock			116

Plan of Distribution			120

Legal Matters			128

Experts			129

Where You Can Find More Information			130

Index to Consolidated Financial Statements			F-1

PART II Information Not Required in The Prospectus			II-1

We have not, and neither the selling shareholders nor any of the underwriters has, authorized anyone to provide any information or make any representations other than those contained in this prospectus or in any free writing prospectus filed with the Securities and Exchange Commission (the “SEC”). We do not take responsibility for, and neither the selling shareholders nor any of the underwriters take responsibility for, and neither we nor they can provide any assurance as to the reliability of, any other information that others may give you. We and the selling shareholders are offering to sell, and seeking offers to buy, shares of Common Stock only in jurisdictions where such offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Common Stock. Our business, financial condition, results of operations and prospects may have changed since such date.

For investors outside of the United States, we have not, nor have the selling shareholders or any of the underwriters, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about, and to observe any restrictions relating to, this offering and the distribution of this prospectus outside of the United States.

Through and including , 2025 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

ABOUT THIS PROSPECTUS

As used in this prospectus, unless the context otherwise indicates, any reference to “PPHC,” “our Company,” “the Company,” “us,” “we” and “our” refers to Public Policy Holding Company, Inc., together with its consolidated subsidiaries.

Basis of Presentation

The financial information included in this prospectus derives from and should be read together with our audited consolidated financial statements as of and for the years ended December 31, 2024 and December 31, 2023 and the related notes thereto (the “Audited Consolidated Financial Statements”). The Audited Consolidated Financial Statements as of and for the year ended December 31, 2024 have been audited by Forvis Mazars, LLP, an independent public accounting firm, and the Audited Consolidated Financial Statements as of and for the year ended December 31, 2023 have been audited by MN Blum LLC, an independent public accounting firm, and are included elsewhere in this prospectus.

Certain monetary amounts, percentages and other figures included elsewhere in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

In connection with our application for admission to listing of our Common Stock on Nasdaq, we completed a reverse stock split, which became effective October 2, 2025, to reduce the number of shares of our Common Stock outstanding by a ratio of 5 to 1 (the “Reverse Stock Split”). Unless otherwise indicated, each reference to a number of shares of our Common Stock is given on a post-Reverse Stock Split basis.

Non-GAAP Financial Measures

In this prospectus, we present certain financial measures that are not calculated in accordance with accounting principles generally accepted in the United States of America (“GAAP”), referred to herein as “non-GAAP.” You should review the reconciliation and accompanying disclosures carefully in connection with your consideration of such non-GAAP measures and note that the way in which we calculate these measures may not be comparable to similarly titled measures employed by other companies. Specifically, we make use of the non-GAAP financial measures Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income, Adjusted EPS diluted, Organic Revenue Growth and Adjusted Free Cash Flow.

These non-GAAP financial measures are used by management to measure our operating performance, but may not be directly comparable to similar measures, such as EBITDA or Adjusted EBITDA, relied on or reported by other companies, including other companies in our industry. We believe excluding items that neither relate to the ordinary course of business nor reflect our underlying business operating performance, such as equity-based compensation, the amortization of acquired intangible assets, acquisition-related post-combination compensation and contingent consideration, gains on bargain purchase price, interest and tax, enables meaningful period-to-period comparisons of our operating performance. We also use these non-GAAP financial measures when publicly providing our business outlook, for internal management purposes, and as a basis for evaluating potential acquisitions and dispositions. Management supplements GAAP results with non-GAAP financial measures to provide a more complete understanding of the factors and trends affecting our business than GAAP results alone. Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income, Adjusted EPS diluted, Organic Revenue Growth and Adjusted Free Cash Flow are not recognized under GAAP and should not be considered as an alternative to any performance measure derived in accordance with GAAP, including net income (loss). The presentations of non-GAAP measures have limitations as analytical tools and should not be considered in isolation, or as a substitute for the analysis of, our results as reported under GAAP. Because not all companies use identical calculations, the presentations of non-GAAP measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company. For a discussion of the use of these measures and a reconciliation of the most directly comparable GAAP measures, see “Prospectus Summary—

iii

Summary Historical Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

INDUSTRY AND MARKET DATA

This prospectus includes information concerning our industry and the markets in which we operate that is based on information from various sources including public filings, internal company sources, various third-party sources and management estimates. Management estimates regarding our position, share and industry size are derived from publicly available information and our internal research, and are based on a number of key assumptions made upon reviewing such data and our knowledge of such industry and markets, which we believe to be reasonable. While we believe the industry, market and competitive position data included in this prospectus is reliable and is based on reasonable assumptions, such data is necessarily subject to a high degree of uncertainty and risk and is subject to change due to a variety of factors, including those described in “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates included in this prospectus. We have not independently verified any data obtained from third-party sources and cannot assure you of the accuracy or completeness of such data.

PROSPECTUS SUMMARY

This summary contains selected information about our business and this offering contained elsewhere in this prospectus. It may not contain all the information that may be important to you. Investors should carefully read this entire prospectus before making an investment decision, including the information set forth under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and notes thereto included elsewhere in this prospectus. Some of the statements in this prospectus constitute forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.”

Unless we indicate otherwise or the context otherwise requires, all references to “Public Policy Holding Company, Inc.,” “PPHC,” “we,” “us,” “our” and the “Company” refer to Public Policy Holding Company, Inc. and its consolidated subsidiaries.

Our Company

Our mission is to become the preeminent provider of global strategic communications by uniting a diverse group of leading government relations, corporate communications and public affairs specialists around the world for the collective success of our clients, employees, and shareholders.

Founded by veteran advisors with decades of experience in Washington, D.C.’s public policy and government relations landscape, we have grown and diversified our global communications advisory business through targeted acquisitions and organic growth. We designed our business to address the growing complexity and costs facing major corporate and non-profit entities in managing increasingly intricate and interdependent public policy and reputational challenges, and we now help more than 1,300 clients around the world navigate today’s complex mosaic of stakeholders across the full spectrum of corporate affairs. Our clients include nearly half of the Fortune 100.

Across our growing portfolio, our specialized firms offer global strategic communications services, including government relations, corporate communications, public affairs, research, crisis management, financial communications and investor relations, and creative communications delivery. We are active in all major sectors of the economy, including healthcare and pharmaceuticals, asset management and financial services, energy, technology, telecoms and transportation. Our diverse and complementary services help clients enhance, fortify and defend their reputations, advance corporate strategy, manage regulatory risk and opportunities, and maintain productive, ongoing engagement with their most important stakeholders including federal- and state-level policy makers, investors, employees, customers, the media and the general public. We do this in multiple jurisdictions with our diverse and complementary capabilities.

Our business comprises three reporting segments—Government Relations Consulting, Corporate Communications & Public Affairs Consulting and Compliance and Insights Services—corresponding to the different types of strategic communications services our member companies provide to our clients:

Government Relations Consulting services (which is also commonly referred to as “lobbying”) include advocacy, strategic guidance, political intelligence and issue monitoring at the US federal and state levels and in the United Kingdom through our offices in London;

Corporate Communications & Public Affairs Consulting services include crisis communications, financial communications and investor relations, litigation support, community relations, social and digital media, public opinion research, branding and messaging, and relationship marketing, across the United States and internationally through our offices in London, Shanghai, Abu Dhabi, and Dubai; and

Compliance and Insights Services include lobbying compliance services and legislative tracking.

its specialized services. Our business model allows us to deliver both the scale and reach of those all-in-one providers and also the higher standards of quality, service, creativity and agility that traditionally have been the domain of smaller boutiques. We seek to eliminate the traditional trade-off between scale and quality, and our growth demonstrates that our business model is well-suited to the needs and preferences of modern clients.

Since our inception in 2014, we have acquired and integrated numerous businesses specializing in key facets of the global strategic communications market. Under our holding company, we now operate as 12 member companies in the United States and the United Kingdom, with expanding reach into Europe and parts of Asia and the Middle East. Our 12 member companies (together with PPHC, the “Company”) include Crossroads Strategies, LLC (“Crossroads”), Forbes Tate Partners LLC (“Forbes Tate”), Blue Engine Message & Media, LLC (doing business as Seven Letter) (“Seven Letter”), O’Neill & Partners, LLC (doing business as O’Neill & Associates) (“O’Neill”), Alpine Group Partners, LLC (“Alpine”), KP Public Affairs LLC (“KP”), MultiState Associates, LLC (“MultiState”), Concordant LLC (“Concordant”), Lucas Public Affairs, LLC (“Lucas”), Pagefield Communications Limited (“Pagefield”),TrailRunner International, LLC (“TrailRunner”), and Pine Cove Strategies, LLC (“Pine Cove”).

We announced the earnings-accretive acquisition of Texas-based TrailRunner for initial consideration of $33.0 million in January 2025, comprising $28.1 million in cash and 2,966,138 shares of our Common Stock (representing 593,228 shares of Common Stock after giving effect to the Reverse Stock Split (as defined below)). Closing occurred on April 1, 2025. TrailRunner operates with a global team across offices in Texas, New York, Nashville, and Northern California, London, Shanghai, Abu Dhabi, and Dubai. There are additional contingent payments, up to $37.0 million, that the TrailRunner seller can earn in the future depending on certain operating results that are achieved.

We announced the earnings-accretive acquisition of Pine Cove for initial consideration of $3.0 million in July 2025, comprising $2.6 million in cash and 214,146 of new shares of Common Stock (representing 42,830 shares of Common Stock after giving effect to the Reverse Stock Split). Closing occurred on August 1, 2025. Pine Cove is a strategic consulting firm that serves as a long-term partner to clients ranging from start-ups to established businesses and Fortune 500 companies. It advises and supports clients in navigating regulatory and complex business challenges. There are additional contingent payments, up to $10.0 million, that Pine Cove can earn in the future depending on certain operating results that are achieved.

We operate in large, growing markets. We estimate that our total addressable market (“TAM”) in 2024 was in excess of $20.0 billion, comprising $4.4 billion of disclosed federal lobbying expenditure, $2.2 billion of disclosed US state-based lobbying expenditure, an estimated $5.6 billion of global public affairs spend, and an estimated $8.4 billion global corporate communications spend. The latter, which covers corporate, crisis, and financial communications, became a larger part of our offering with the 2025 acquisition of TrailRunner.

As a company designed by and for the operators of advisory businesses, we optimize corporate strategy, cross-selling and referral opportunities for our portfolio companies through proactive and collaborative engagement both firm-to-firm and at the holding company level. We provide our companies with a scalable platform for growth, providing uniform and efficient financial infrastructure, legal services, human resources, compliance and administration at the parent company level. We incentivize cross-company selling, talent referral and retention opportunities to sustain our world-class talent, and we aim to reduce the overall incidence of client or sector conflicts by incentivizing our member companies to refer potential clients to other member companies or individual employees who are unconflicted and available to engage. These signature operator-friendly aspects of the business have enabled PPHC to successfully acquire firms that are among the very best in their fields, to retain and attract great talent in those firms and to drive strong organic growth across the platform.

We have grown our geographical reach and practice capabilities to provide clients a full range of services through multiple member companies. Our evolution to date is the result of a careful and methodical strategy to build a unique service platform to simplify and more effectively address global client needs and opportunities in an increasingly fragmented and fast-moving environment where business, government, and public perception converge. This growth strategy is predicated on adding both geographic reach and a broad set of capabilities to help clients anticipate the expectations of key stakeholders and drive stakeholder engagement and alignment.

Building on the globalization of public policy and reputation challenges, our founders and many of our senior managers operate in Washington, D.C., and have past careers and/or close professional ties to the US executive branch, Congress and regulatory authorities. Other leaders operate principally at the state or regional level, drawing on decades of experience, deep community ties and relationships with key stakeholders in key markets, including Sacramento, Dallas-Fort Worth, Austin, and New York. With the acquisitions of Pagefield in June 2024 and TrailRunner in April 2025, we expanded our operations to other key US markets as well as to London, Shanghai, Abu Dhabi and Dubai, giving us truly global reach in key financial centers. We continue to look for opportunities to broaden the geographic scope of our services both domestically and abroad.

As of December 31, 2024, we had approximately 1,200 active client relationships, of which 503 contributed $100,000 or more in annual revenue, with no single client representing more than 2.0% of overall revenue, reflecting relatively low client concentration risk. As of October 17, 2025, we had approximately 1,300 active client relationships. We have a track record of high client retention, with an average annual client renewal rate of approximately 78.3% and an average revenue retention rate of 84.4% between 2020 to 2024.

For the year ended December 31, 2024, we incurred a $24.0 million net loss, and generated $38.6 million of Adjusted EBITDA. The primary difference between our GAAP net loss and our non-GAAP Adjusted EBITDA was a non-cash share-based accounting charge of $31.8 million. Other adjustments comprise acquisition-related expenditures (M&A expenses, post-combination compensation expense, changes in fair value of contingent consideration and gain on bargain purchase price) as well as long-term incentive program charges, interest, tax, depreciation and amortization. For a discussion of our use of non-GAAP measures, and a reconciliation to the most directly comparable GAAP measures, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures,” below.

The table below presents select key financial performance measures since 2018:


	2018		2019		2020		2021		2022		2023		2024		Six Months Ended June 30, 2025		CAGR 2018-2024
Revenue ($m)	33.8		55.5		77.4		99.3		108.8		135.0		149.6		87.9		28.1	%
Revenue growth (period-over-period)	28.0	%	64.2	%	39.5	%	28.3	%	9.6	%	24.1	%	10.8	%	23.6	%
Organic Revenue Growth (period-over-period)	25.3	%	32.5	%	8.3	%	24.4	%	6.7	%	2.0	%	2.7	%	7.6	%
Net loss ($m)									(15.0)		(14.2)		(24.0)		(16.3)
Adjusted EBITDA ($m)(1)									31.5		35.4		38.6		21.4
Net loss margin									(13.8)	%	(10.6)	%	(16.0)	%	(18.6)	%
Adjusted EBITDA margin									29.0	%	26.2	%	25.8	%	24.4	%
Top 10 clients as % of total revenue	25.9	%	17.9	%	12.3	%	14.7	%	11.0	%	10.8	%	8.7	%	9.4	%

_______________

(1) We have presented Adjusted EBITDA from 2022 onwards only as, prior to 2022, the Company was formed as a partnership with profits being distributed to the partners.

Our Competitive Strengths

We believe the following strengths represent key strategic advantages for us:

•We offer integrated strategic communications and deep issue expertise across all major sectors of the economy;

•We have diversified revenue sources from a blue-chip client base with a high client retention rate;

•We have built an enviable position in a complex market, grounded in broad expertise and trusted by stakeholders across the political spectrum;

•The markets for our core services, federal and state government relations, are large, fragmented and growing, creating opportunities for us to potentially grow our revenues and seize market share. Further expansion into strategic communications services, including media management and research, also represent large potential markets for growth;

•We have a track record of successful strategic acquisitions and integration;

•Our operating model is efficient and, we believe, attractive to potential acquisition targets in our industry;

•We believe our status as a publicly traded company increases our attractiveness to both potential employees and acquisition targets, supporting the hiring and retention of top talent and further growth through strategic acquisitions with share-based incentives; and

•We have a highly experienced, entrepreneurial management team.

Our Growth Strategy

We intend to continue to leverage our competitive advantages to drive growth through the following strategies, among others:

•Continue to leverage the benefits of our diversified service offering and client base and realize scale benefits on behalf of all of our acquired companies;

•Expand our geographic reach and depth and breadth of expertise through strategic acquisitions; and

•Expand and upskill digital and data capabilities across the Company to increase productivity and out-deliver near-peers and direct competitors.

Recent Developments

Set forth below are certain preliminary unaudited and unreviewed estimates of our operating results for the three and nine months ended September 30, 2025 compared to our actual operating results for the three and nine months ended September 30, 2024. These preliminary estimates are based on currently available information and are subject to completion of our financial closing procedures. Such procedures are not yet complete and, as a result, our final results upon completion of our closing procedures may differ from the preliminary estimates. The preliminary financial data included below have been prepared by, and are the responsibility of, our management. Our independent auditors have not audited, reviewed or performed any procedures with respect to this preliminary financial data or the accounting treatment thereof. Accordingly, our independent auditors express no opinion or any other form of assurance with respect thereto. These preliminary operating results are not a comprehensive statement of our financial results, and should not be viewed as a substitute for consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States. Accordingly, undue reliance should not be placed on these preliminary estimates.

We experienced continued organic growth across core service lines and sustained client demand during the first nine months of 2025 in the U.S. post-election environment. The period also marked further progress in the integration of TrailRunner International LLC, and the acquisition of Pine Cove Strategies, both headquartered in Texas.

•Revenue increased 23.8% and 23.6% to $48.8 million and $136.7 million for, respectively, the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024, respectively, driven by a combination of organic growth and growth from M&A, the latter driven by the acquisition of Pine Cove Strategies on August 1, 2025, the acquisition of TrailRunner International on April 1, 2025, and the continued benefit from the acquisitions of Lucas Public Affairs and Pagefield Communications completed in 2024.

•Organic growth was 4.5% and 6.5% for, respectively, the three and nine months ended September 30, 2025, supported by increased client demand post-election in the United States, particularly in our Compliance and

Insights Services and Corporate Communications & Public Affairs Consulting segments, combined with sustained demand for our Government Relations Consulting segment.

By segment, organic and reported growth for the three and nine months ended September 30, 2025 and 2024 were as follows:


	Three months ended September 30,
	($ in thousands) (unaudited)
	2025						2024
	Revenue from acquisitions		Organic revenue		Total revenue		Total revenue		Organic Revenue Growth		Total Growth
Government Relations Consulting	$	463	$	27,015	$	27,478	$	26,286	2.8	%	4.5	%
Corporate Communications & Public Affairs Consulting	7,116		10,905		18,022		10,501		3.9	%	71.6	%
Compliance and Insights Services	—		3,287		3,287		2,628		25.1	%	25.1	%
Total	$	7,579	$	41,207	$	48,787	$	39,415	4.5	%	23.8	%


	Nine months ended September 30,
	($ in thousands) (unaudited)
	2025						2024
	Revenue from acquisitions		Organic revenue		Total revenue		Total revenue		Organic Revenue Growth		Total Growth
Government Relations Consulting	$	1,515	$	79,428	$	80,943	$	76,615	3.7	%	5.6	%
Corporate Communications & Public Affairs Consulting	17,449		28,730		46,178		26,038		10.3	%	77.3	%
Compliance and Insights Services	—		9,565		9,565		7,895		21.1	%	21.1	%
Total	$	18,964	$	117,722	$	136,686	$	110,549	6.5	%	23.6	%

•Adjusted EBITDA for the three and nine months ended September 30, 2025 increased by 14.8% and 14.4% to $11.5 million and $33.0 million, respectively, compared to the three and nine months ended September 30, 2024, respectively. This represents a margin of 23.6% and 24.1% for the three and nine months ended September 30, 2025, respectively, primarily reflective of the changes in our business mix.


	($ in thousands) (unaudited)
	Three months ended September 30,								Nine months ended September 30,
	2025			2024			% variance		2025			2024			% variance
Revenue	$	48,787		$	39,415		23.8	%	$	136,686		$	110,549		23.6	%
Adjusted EBITDA	$	11,510		$	10,035		14.8	%	$	32,956		$	28,834		14.4	%
Adjusted EBITDA Margin	23.6		%	25.5		%	-1.9		24.1		%	26.1		%	-2.0

_______________

* For our definition of Adjusted EBITDA and its reconciliation to Net loss, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” below.

•As of September 30, 2025, we had cash of $11.1 million as compared to $14.5 million at December 31, 2024 and gross debt of $49.6 million at September 30, 2025 as compared to $32.0 million at December 31, 2024, resulting in net debt of $38.5 million at September 30, 2025 as compared to $17.5 million at December 31, 2024. The increase in cash during 2025 was positively impacted by the reduced dividend policy that went into effect in 2025 in order to support funding M&A initiatives for growth. The increase in debt was driven by the additional $24.0 million drawdown under our Bank Credit Facilities (as defined below) in relation to the acquisition of TrailRunner International on April 1, 2025, which was offset by ongoing repayments. (For a description of our Bank Credit Facilities, see “Management’s Discussion and

Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Contractual Commitments and Contingencies—Financial Obligations.”)


	($ in thousands)
	September 30, 2025 (Unaudited)		June 30, 2025 (Unaudited)		December 31, 2024

Cash and cash equivalents as of end of period	$	11,145	$	9,792	$	14,536

Notes payable, long-term, net	(41,462)		(43,921)		(26,014)
Notes payable, current portion, net	(8,177)		(8,098)		(6,031)
Total Debt	$	(49,639)	$	(52,019)	$	(32,045)

Net debt at period-end	$	(38,495)	$	(42,226)	$	(17,509)

Summary of Principal Risk Factors

Investing in our Common Stock involves a high degree of risk. You should carefully consider these risks before investing in our Common Stock, including the risks related to our business and industry described under “Risk Factors” elsewhere in this prospectus. Such risks may adversely affect our business, financial condition, results of operations and cash flows, which could cause a decline in the price of our Common Stock and result in a loss of all or a portion of your investment. In particular, the principal factors and uncertainties that make investing in our Common Stock risky include:

•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;

•inability to compete effectively outside the United States 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.

Channels for Disclosure of Information

Following the closing of this offering, we will be required to file reports, proxy statements, information statements and other information with the SEC. Our SEC filings will also be available at www.sec.gov and on our website. Information contained on any website referenced in this prospectus is not part of, and is not incorporated by reference into this prospectus.

Our website address is https://pphcompany.com. Information contained on the website does not constitute part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference. In compliance with our regulatory obligations as a company listed on the AIM market of the London Stock Exchange, we also post information regarding material developments affecting the Company to the London Stock Exchange’s regulatory news service, available through the London Stock Exchange website, at https://www.londonstockexchange.com/stock/PPHC/public-policy-holding-company-inc/company-page. Information contained on the London Stock Exchange website does not constitute part of this prospectus. We have included such website address in this prospectus solely as an inactive textual reference.

The information disclosed through the foregoing channels could be deemed to be material information. As such, we encourage investors, the media, and others to follow the channels listed above and to review the information disclosed through such channels. Any updates to the list of disclosure channels through which we will announce information will be posted on the investor relations page on our website.

Corporate Information

We are a Delaware corporation and were incorporated on February 4, 2021. Our principal executive offices are located at 800 North Capitol St. NW, Suite 800, Washington, D.C. 20002, and our telephone number is (202) 688–0020. Our website can be found at https://pphcompany.com.

The information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus, and you should not consider information on our website to be part of this prospectus.

THE OFFERING


Issuer						Public Policy Holding Company, Inc.

Shares of Common Stock offered by us						3,400,000 shares of Common Stock (or 4,015,000 shares of Common Stock if the underwriters exercise their over-allotment option in full).

Shares of Common Stock offered by selling shareholders						700,000 shares of Common Stock.

Shares of Common Stock to be outstanding after this offering						28,306,406 shares of Common Stock (or 28,921,406 shares of Common Stock if the underwriters exercise their over-allotment option in full).

Over-allotment option to purchase additional shares of Common Stock						We have granted the underwriters an option to purchase up to an additional 615,000 shares of Common Stock from us. The underwriters can exercise this option at any time within 30 days from the date of this prospectus.

Use of proceeds						We estimate that the net proceeds to us from the sale of our Common Stock in this offering, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, will be approximately$40.9 million (or $49.3 million if the underwriters exercise their over-allotment option to purchase additional shares in full) based on an assumed initial public offering price of $14.64 per share (the US-dollar equivalent of the closing price of our Common Stock on the AIM Market of the London Stock Exchange on October 17, 2025). We will not receive any proceeds from the sale of shares of our Common Stock by the selling shareholders.

						We intend to use these net proceeds from this offering to fund working capital and for general corporate purposes, potentially including future acquisitions of new portfolio companies. See “Use of Proceeds.”

Dividend policy						We currently intend to pay out dividends at a payout ratio of approximately 30% of Adjusted Net Income. This policy is, however, subject to change. The declaration and payment of dividends by us is at the sole discretion of our board of directors, and there can be no assurance that any dividends will be paid in or for any given period. See “Dividend Policy.”

Risk factors						Investing in our Common Stock involves a high degree of risk. See “—Summary of Principal Risk Factors” below, the section of this prospectus entitled “Risk Factors,” and the other information included in this prospectus for a discussion of factors you should carefully consider before investing in our Common Stock.

Listing						We have applied to have our Common Stock listed on Nasdaq under the symbol “PPHC.”

The number of shares of our Common Stock that will be outstanding after this offering is based on 24,906,406 shares of our Common Stock outstanding as of June 30, 2025, and excludes:

•715,400 shares of Common Stock issuable upon the exercise of options to purchase shares of our Common Stock outstanding as of June 30, 2025 with a weighted average exercise price of $11.80 (GBP 8.60) per share;

•1,054,458 shares of Common Stock issuable upon the vesting of outstanding awards of deferred restricted stock units outstanding as of June 30, 2025;

• 3,048,291 shares of Common Stock to be issued as earnout consideration pursuant to purchase agreements relating to the historical acquisitions of member companies entered into prior to June 30, 2025 (and based on the market price per share of our Common Stock as of June 30, 2025); and

•553,090 shares of Common Stock available as of June 30, 2025 for future issuance under the omnibus incentive plan adopted by the Company in 2021 (as amended, the “Omnibus Incentive Plan”), prior to giving effect to the amendments to the Omnibus Incentive Plan effective from the date immediately prior to the effectiveness of this registration statement (for a description of the Omnibus Incentive Plan, including such amendments, see “Executive Compensation— Omnibus Incentive Plan”).

Unless we indicate otherwise or unless the context otherwise requires, all information in this prospectus:

•assumes no exercise of the underwriters’ over-allotment option to purchase additional shares;

•gives effect to the 5-for-1 Reverse Stock Split, effected on October 2, 2025; and

•assumes an initial public offering price of $14.64 per share, the US dollar equivalent of the Closing price of our Common Stock on AIM on October 17, 2025.

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA

The following table sets forth the summary historical consolidated financial data of the Company as of and for the periods presented. The summary consolidated financial data as of and for the fiscal years 2024 and 2023 are derived from the audited consolidated financial statements and the related notes appearing elsewhere in this prospectus. The interim consolidated financial data as of and for the three and six months ended June 30, 2025 and June 30, 2024 are derived from the unaudited interim consolidated financial statements and related notes appearing elsewhere in this prospectus. The historical results presented below are not necessarily indicative of financial results to be achieved in future periods and should be read in conjunction with “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and accompanying notes, which are included elsewhere in this prospectus.


	For the six months ended June 30,				For the year ended December 31
Consolidated Statements of Operations Data:	2025		2024		2024		2023
	$ thousands, except per share items
Revenue	87,899		71,134		149,563		134,986
Operating expenses:
Salaries and other personnel costs	72,665		58,948		126,640		111,567
Office and other direct costs	3,286		2,734		5,651		5,064
Cost of services	75,951		61,683		132,291		116,631
General and administrative	17,025		12,611		26,837		23,443
Mergers and acquisitions expense	276		1,557		2,434		308
Depreciation and amortization expense	2,768		1,858		4,245		3,529
Change in fair value of contingent consideration	2,676		2,264		1,910		1,711
Total operating expenses	98,697		79,972		167,716		145,622
Loss from operations	(10,798)		(8,838)		(18,152)		(10,636)
Gain on bargain purchase	—		2,464		2,464		4,836
Interest income	62		98		177		18
Interest expense	(1,500)		(598)		(1,900)		(959)
Other expense	(22)		—		—		—
Net loss before income taxes	(12,258)		(6,875)		(17,412)		(6,741)
Income tax expense	(4,088)		(3,707)		6,545		7,503
Net loss	(16,346)		(10,581)		(23,957)		(14,244)
Net loss per share, basic and diluted	$	(1.06)	$	(1.21)	$	(2.34)	$	(2.52)
Weighted average shares outstanding, basic and diluted	17,044,164		12,860,164		13,409,160		9,325,231


	As of
	June 30, 2025
	Actual	Pro Forma(1)
Consolidated Balance Sheet Data:	($ thousands)
Cash	9,792	51,880
Working Capital	177	41,051
Total Assets	203,891	244,765
Total debt	52,018	52,018
Total liabilities	122,843	122,843
Total stockholders’ equity	81,048	121,922

___________________

(1)The pro forma column above gives effect to the sale and issuance of 3,400,000 shares of our common stock in this offering at an initial public offering price of $14.64 (US-dollar equivalent of the closing price of our Common Stock on the AIM Market of the London Stock Exchange on October 17, 2025) per share, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

In addition to the measures presented in our consolidated financial statements, we use certain key business and non-GAAP financial measures, including Adjusted EBITDA, to help us evaluate our business, identify trends affecting our performance, formulate business plans, and make strategic decisions. The table below sets forth a reconciliation of Adjusted EBITDA to Net Loss and Net Loss Margin, respectively.


	For the three months ended June 30,				For the six months ended June 30,				For the year ended December 31,
Non-GAAP Financial Measures Reconciliations	2025		2024		2025		2024		2024		2023
	$ thousands, except where indicated
Net loss	(5,730)		(5,166)		(16,346)		(10,581)		(23,957)		(14,244)
Net loss margin	(11.8)	%	(14.2)	%	(18.6)	%	(14.9)	%	(16.0)	%	(10.6	%)
Adjustments:
Interest income	(29)		(98)		(62)		(98)		(177)		(18)
Interest expense	865		369		1,500		598		1,900		959
Income tax expense	(24)		2,486		4,088		3,707		6,545		7,503
Depreciation and amortization	1,718		1,130		3,049		2,138		4,807		3,998
EBITDA	(3,201)		(1,279)		(7,771)		(4,237)		(10,882)		(1,802)
Long-term incentive program charges	1,528		845		2,651		1,363		4,162		2,796
Share-based accounting charge	7,394		7,597		14,838		15,194		31,804		30,904
Post-combination compensation charge	5,336		2,992		8,776		5,121		11,599		6,295
Change in fair value of contingent consideration	1,693		1,636		2,676		2,264		1,910		1,711
Gain on bargain purchase, net of deferred taxes	—		(2,356)		—		(2,464)		(2,464)		(4,836)
Adjusted EBITDA Incl. M&A expenses	12,749		9,435		21,170		17,241		36,129		35,068
M&A expenses	82		1,401		276		1,557		2,434		308
Adjusted EBITDA	12,831		10,836		21,446		18,798		38,563		35,376
Adjusted EBITDA margin	26.4	%	29.7	%	24.4	%	26.4	%	25.8	%	26.2	%

For a discussion of the other non-GAAP financial measures that we use, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

RISK FACTORS

An investment in our Common Stock involves a high degree of risk. You should consider carefully all the risk factors described below, and the matters discussed below under “Cautionary Notice Regarding Forward-Looking Statements.” Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the risks and uncertainties described below. If any of the risks described below, or elsewhere in this prospectus, were to materialize, our business, financial condition, results of operations, cash flows and prospects could be materially adversely affected. In such case, the trading price of our Common Stock could decline, and investors could lose part or all of their investment. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also materially adversely affect our business, financial condition, results of operations, cash flows and prospects.

Risks Related to Our Business and Industry

The success of our business depends on establishing and maintaining client relationships, in particular with our largest clients.

The success of our business depends on the ability of our individual member companies to establish and maintain strong client relationships. If we fail to build or maintain such relationships, it could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects. Although we have longstanding relationships with many of our clients, these clients usually do not enter into long-term contracts beyond 12 months, and a significant portion of our contracts with customers have termination clauses that give the customer the right to terminate the contract without cause with one month’s notice without any substantial penalty. In addition, while the majority of our client work is retainer-based, approximately 10% of our revenue is typically generated from project-specific services provided to clients under separate contracts. The continued extension of our retainer-based consulting contracts and the continued uptake of project-specific service contracts depend on our ability to deliver top quality services to our clients and build client trust. In our complex and ever-evolving industry, there can be no assurance that we will be able to do so. Should any of our top clients by revenue terminate their relationship with us or significantly reduce their demand for our services, our revenue would be adversely affected. For the six months ended June 30, 2025, fees attributed to our top ten clients (on a consolidated group basis) amounted to 9.4% of our revenue. While revenue from our top clients will vary from period-to-period, the revenue derived from a major client that permanently discontinued or significantly reduced its relationship with us could be difficult to replace, which could negatively impact our prospects.

Our ability to maintain and grow our business will depend on our reputation in the industry, which could be adversely impacted by negative publicity, our association with certain clients, our real or perceived failure to manage conflicts of interest or by adverse litigation or other factors.

We operate in an industry where integrity, client trust and confidence are paramount and, as a result, maintaining our professional reputation and managing potential conflicts of interest are critical to our business. Our brand and reputations could be negatively impacted by real or perceived conflicts of interest, litigation or claims against us, actual or alleged employee error or misconduct, operational failures, regulatory investigations, press speculation or negative publicity (whether or not based in truth), inadequate or negligent provision of services to clients or disclosure of confidential client information, among other factors. Our brand could also in the future be adversely affected by factors entirely beyond our control, such as the independent actions of our clients or negative media attention paid to our clients for any reason. The potential for negative brand and reputational exposure has increased with the global flow of information via the internet and social media, through which adverse comments, whether substantiated or not, can reach a wide audience very quickly and without appropriate balance or context. Due to the broad scope of our operations and our client base, we regularly address and have, in some instances, had to turn down certain opportunities due to actual and potential conflicts of interest.

We face risks of both (i) client conflicts, which are situations where our services to a particular client conflict, or are perceived to conflict, with the interests of another client, and (ii) own-interest conflicts, which are situations where our duty to act in the best interests of any client in relation to a matter conflicts, or there is a significant risk that it may conflict, with our own interests in relation to that or a related matter. Furthermore, where one or more of

our member companies have access to material non-public information that may not be shared with our other member companies, it can also lead to an actual or perceived own-interest conflict. While we have extensive procedures and controls that are designed to identify and address conflicts of interest, including those designed to prevent the improper sharing of information among our member companies, appropriately identifying and dealing with conflicts of interest (both client conflicts and own-interest conflicts) is complex and difficult, and our reputation could be damaged and the willingness of clients to enter into engagements with us may be affected, if our procedures or controls fail or we otherwise fail, or appears to fail, to identify, disclose and deal appropriately with conflicts of interest. It is also possible that actual, potential or perceived conflicts could give rise to client dissatisfaction, litigation or regulatory enforcement actions, which could lead to significant reputational harm.

The success of our business depends on our reputation for providing high-quality professional services. If any of our member companies are involved in litigation or claims relating to its performance in a particular matter, the reputation of that individual company and the entire Company could be damaged. Our reputation could be damaged through any member company’s disclosed involvement either as an advisor or as a litigant, in high profile or unpopular legal proceedings. We, on behalf of PPHC or any of our member companies, may be required to incur legal expenses in defending PPHC or the member companies against any litigation or claims and may also incur significant reputational and financial harm if such litigation or claims are successful or receive negative press coverage. Any such occurrence which damages our reputation could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.

Our success depends largely on the efforts and abilities of key personnel, on our ability to retain their clients and replace their expertise should they depart and generally on our ability to recruit and retain new employees to grow the business.

Our performance depends, to a significant extent, upon the efforts and abilities of our senior executive officers and revenue-generating employees. At both the Company and member company levels, we depend on the managerial abilities, strategic vision and professional relationships of our senior executive officers, and at the member company level, we also depend on the skill, expertise and client relationships of our key employees who build the client relationships through which we generate our revenues. Each of our businesses is, fundamentally, a “people” business, providing services in respect of which personal relationships are a critical component of successful business development and high client retention rates. The departure of any of our senior executive officers or key revenue-generating employees could have an adverse effect on our business, and no assurance can be given that we would be able to find qualified replacements for any of those individuals if their services were no longer available for any reason. Our success will also depend upon our ability to recruit and retain qualified personnel to fill other positions. Demand for highly qualified and skilled employees is great and, accordingly, no assurance can be given that we will be able to hire or retain sufficient qualified personnel to meet our current and future needs. Carefully managed succession planning is also crucial to ensure our long-term, commercial success and may be difficult to implement.

Our corporate form and compensation structure could prove less attractive to existing or potential employees than the partnership structure more common in our industry, in which partners typically have a direct claim to business profits. In addition, the majority of restricted shares of our Common Stock issued to employees at the time of our admission to trading on AIM and whose vesting was conditional on such employees’ continued employment with us have now vested, and all remaining shares that were issued during that time will vest no later than December 16, 2026, which may provide less incentive to those employees to remain with the Company after they are fully vested. Unlike some of our competitors, we also generally do not pay commissions to our employees, but rather incentivize them through cash and stock bonuses as well as equity incentive awards which are largely discretionary and may be less effective at incentivizing our employees. Because some of our acquired member companies have certain acquisition-related bonus arrangements that provide for certain set levels of employee bonus pools, for example, as a percentage of member company profit, the employees of such member companies may in effect have a disproportionate claim on the funds available for Company bonus awards in any given year, which could reduce the bonus amounts paid to other employees which may impact their decision on whether to remain with the Company.

Our success depends on our ability to continue to develop and execute on our business strategy, in particular through future acquisitions and other strategic transactions.

A failure to continuously review and adapt our business strategy in light of changes in the markets in which we operate in could have an adverse impact on our revenues, operating costs and competitive advantage. There is a risk that if we fail to prepare or allocate sufficient resources to strategic planning, this may put us at a disadvantage to our competitors.

In particular, our growth to date has been driven in part through the acquisition and successful integration of other businesses in our industry, and we expect to make further business acquisitions and enter into other strategic transactions in the future. There are no guarantees that such transactions will complete or be successful if completed. Strategic transactions such as acquisitions pose a number of specific risks, including the following:

•It may be difficult to identify complementary candidate businesses or to consummate a strategic transaction with terms or structures that are favorable to us.

•We may lose attractive acquisition opportunities to competing bidders such as private equity firms, that have more financial resources and are typically able to pay a larger share of the purchase price in cash.

•We may experience difficulty, disruptions or unforeseen expenses when integrating financial, technological and other systems and may struggle to develop and maintain appropriate and effective internal controls.

•Acquisitions expose us to compliance obligations under multiple, conflicting and changing governmental laws and regulations, including employment, tax, privacy and data protection laws and regulations and the applicable laws and regulations of the various jurisdictions in which we operate. In particular, in the case of newly acquired operations outside the US, this may present increased cost and complexity in terms of regulatory compliance and monitoring, taxation and internal controls.

•We may incur significant compensation obligations to newly hired employees, including through earnout commitments provided for in the terms of acquisitions of new businesses.

•It may be difficult to effectively regulate and influence the operations of an acquired firm, which could result in damage to our reputation.

•We may experience difficulty with payment collections and longer payment cycles.

•Sourcing and integrating strategic transactions can involve significant costs and divert management’s attention from the existing business.

•It may be difficult to maintain our current client service standards while addressing the demands of identifying, completing and integrating new business acquisitions.

•Because the earnout provisions of our acquisition agreements typically provide for acceleration of earnout awards upon the termination without cause of a seller who stays on post-acquisition, the cost of terminating such employees may increase the cost of any future layoffs or termination for reasons which do not constitute cause.

•We may be reluctant to strictly enforce the terms of the purchase agreements for acquired companies against sellers, or to pursue damages for breaches of such agreements, where the sellers continue post-acquisition as employees and where such sellers’ continued involvement in the business may be crucial to realizing the value of the acquired company.

•Public disclosure of key terms of material acquisitions may reveal aspects of our bargaining position to sellers of future acquisition targets.

Any of the above factors could result in our inability to realize expected strategic benefits, growth, synergies and other financial benefits or efficiency gains from our future strategic transactions in the timeframe we anticipate

or at all, and, as a result, we may not be able to implement our growth strategies successfully. There can also be no assurance that we will be able to generate organic growth through our existing member companies in the future. The occurrence of any of the foregoing could have a material adverse effect on our business, results of operations, financial condition or prospects.

We may fail to adequately monitor or manage the activities of our member companies, which retain a high degree of autonomy under our business model.

Our strategy involves allowing our portfolio companies to operate relatively autonomously with limited interference in day-to-day operations by the Company. We ensure good governance and behavioral standards at each of our member companies, but the possibility of one or more companies within the Company group operating in a way that damages the reputation of the wider Company cannot be ruled out. Our management monitors each of the companies within the Company group, but does not do so on a day-to-day basis, which means that issues that could potentially be detrimental to the Company may not be immediately visible to us. Such issues could therefore escalate before we are able to take remedial action, and this could have a material adverse impact on the wider company.

We may not be able to compete effectively in new geographies, business lines, and our recently acquired businesses outside the US expose us to regulatory and compliance regimes with which we are relatively unfamiliar.

We completed our first business acquisition outside of the United States in June 2024 with the acquisition of London-based Pagefield, expanding the Company’s operations to the UK. In April 2025, we further expanded our territorial reach with the acquisition of TrailRunner, which has offices in London, Shanghai and the United Arab Emirates. In the future, we may also make further strategic acquisitions in these or other jurisdictions outside of the US. While our operations outside of the United States are conducted by local professionals deeply familiar with the markets and regulatory landscapes in which they operate and these companies retain their own compliance and internal reporting protocols to help ensure compliance with applicable law, these operations expose us to new markets, regulations and legal systems with which our management is less familiar and increase the costs and complexity of regulatory compliance and monitoring and operational and commercial coordination across businesses, and may divert management’s time. We may encounter heightened compliance risks in certain jurisdictions, immigration or visa issues with employee relocation or travel internationally, be exposed to regulations in one jurisdiction which may overlap with or be inconsistent with regulations in another jurisdiction or face litigation in distant forums.

In addition, we have in recent years expanded our service offerings to include compliance and legislative tracking and research services through our Compliance and Insights Services segment. While adjacent to our other client work, these operations involve a different customer base and competitive landscape and there can be no assurance that the Compliance and Insights Services segment will continue to grow, synergize with our other business lines or contribute meaningfully to our revenue and profitability in the future.

We operate in a fragmented and highly competitive industry, and we could lose employees and clients to new or existing competitors or otherwise fail to compete successfully.

We operate in a highly competitive environment. If we are not successful in anticipating and responding to competitive change, client preferences and needs or industry trends in a timely and cost-effective manner, it could have a material adverse effect on our business, financial condition, results of operations or prospects.

The public policy, advocacy and strategic communications markets are highly competitive, fragmented and subject to rapid change due to political uncertainty, technological disruption and regulatory changes. For example, while the lobbying business has to date not faced much disruption from digital technologies, the proliferation and use of digital content, communication and channels has significantly transformed the public relations industry and the way that communications and advocacy are delivered. Data analytics knowledge and tools are becoming increasingly valuable and are more often than not a required hiring criterion for all potential clients. A highly politicized culture, heightened consumer activism, and real-time engagement with stakeholders on social media have increased the costs and technical demands of monitoring, researching and responding to trends in public opinion and formulating effective crisis communication strategies.

Our primary competitors are global, national and regional communications firms, as well as, in some instances, in-house teams of our clients which have continued to add capabilities and expertise internally. Many of these direct competitors are subsidiaries of larger professional services platforms such as FSG Global, Edelman, and Teneo, who may be better able to invest in growth, respond to changes in the market or to compete for professionals by offering greater remuneration or other more favorable employment terms. Large law firms such as Dentons LLP, Holland & Knight LLP and Akin Gump Strauss Hauer & Feld LLP are also very active in the government relations industry and may, in some instances, have deeper relationships with clients based on existing legal engagements which potentially could advantage their selection in certain lobbying assignments.

In addition to the competitors described above, a high number of boutique firms or sole practitioners remain active in all segments of our market and may, in some areas, have advantages of greater agility, specific industry or issue expertise, or presence in a particular geography, enabling them to compete more effectively, either on specialization or pricing. As these small firms seek to gain market share, there could be increased pricing pressure or pressure to increase expenditure to fund our own organic or strategic growth, which could adversely affect our revenue and earnings.

We may face competition from parties who sell their businesses to us, from professionals in acquired businesses who do not continue working for us post-acquisition or from our own former employees.

In connection with business acquisitions, we routinely obtain client and employee non-competition and non-solicitation agreements from senior executives. Such agreements are intended to prohibit such individuals from competing with us during the term of their employment and for a fixed period afterwards and from seeking to solicit our employees or clients. The duration of post-employment, non-competition and non-solicitation agreements with the sellers of businesses or assets that we acquire typically continue for a period corresponding to the applicable earnout period, and, if later, one to two years after termination of employment. However, certain activities may be carved out of, or otherwise may not be prohibited by, such arrangements, and certain events may occur to shorten the restrictive period. In addition, there can be no assurance that a party from whom we acquire a business or assets, or an acquired company employee who does not remain with the company, will not compete with us or solicit our employees or clients in the future.

Many of our written employment arrangements with employees, and agreements with non-employee contractors, include restrictive covenants. However, our employees and other contracted professionals typically have close relationships with the clients they serve based on their expertise and bonds of personal trust and confidence. Therefore, the barriers to such professionals pursuing independent business opportunities or joining our competitors are relatively low. Although our clients generally contract for services with the Company, and not with an individual professional, in the event that a professional leaves, clients may decide that they prefer to continue working with that specific professional rather than with the Company. There can be no assurance that an employee or contractor will not compete with us or solicit our employees or clients in the future.

The law governing non-compete agreements and other forms of restrictive covenants varies from state to state. Some jurisdictions where we operate, including California and Washington, D.C., as well as the UK, prohibit or severely restrict employers from entering into non-compete agreements with employees or are reluctant to strictly enforce non-compete agreements and restrictive covenants, especially after termination of employment. Additionally, courts in the US and foreign jurisdictions may interpret restrictions on competition narrowly and in favor of employees or sellers. Therefore, certain restrictions on competition or solicitation may be unenforceable, and there can be no assurance that our non-compete agreements or non-solicitation agreements related to clients, employees or otherwise contracted professionals will be enforceable. In such event, we would be unable to prevent former employees or other professionals from competing with us or soliciting our clients, potentially resulting in the loss of some of our consulting agreements and other business.

In the event an employee departs and acts in a way that we believe violates his or her non-competition or non-solicitation agreement, we will consider any legal remedies against such person on a case-by-case basis. However, we may elect not to pursue legal remedies if we determine that preserving cooperation and a professional relationship with a former employee or his or her clients, or other concerns, outweighs the benefits of any possible legal recourse or the likelihood of success does not justify the costs of pursuing a legal remedy. Such persons,

because they have worked for us or a business that we acquire, may be able to compete more effectively with us, or be more successful in soliciting our employees and clients, than unaffiliated third parties.

Errors in our forecasting and planning, and in setting our financial and operational performance targets, may result in our financial performance being materially worse than expected. The non-GAAP financial metrics that our management uses to measure the success of our business model may not provide the best measurement of our operating performance and may not be comparable to similar metrics used by others in our industry.

Our financial targets are based on management’s estimates and assumptions that are subject to uncertainties and contingencies, and our actual results may be materially lower than our financial performance targets. We have various medium-term revenue growth targets across our member companies, in addition to other financial and operational targets. Although we evaluate our historical performance and strategy in setting these targets, no assurance can be given that we will achieve our targets, which could negatively impact our ability to implement our business strategy. Our strategy, evaluation and financial targets are based on estimates and assumptions that may prove to be inaccurate, including, without limitation, revenue generated by existing or new client engagements, appreciation of our share price and further implementation of connected and managed services, which are all subject to significant business, economic, market and operational uncertainties and contingencies, all of which are to a large extent beyond our control and may adversely affect our ability to achieve our targets. We may not be able to implement our strategy in a manner that generates revenue growth or achieves our other targets. In addition, we also estimate our effective tax rate and any change or incorrect assumption in the tax treatment of our profits may reduce the level of dividends, if any, received by our shareholders. Accordingly, the actual financial performance we achieve may be materially worse than expected, and we may experience a decline in revenue, which could have a materially adverse effect on our profitability and the price of our Common Stock.

Our management relies on a number of operational key performance indicators and non-GAAP financial metrics that we believe help us to gauge the underlying performance of our business and to manage it effectively, including Adjusted EBITDA, Adjusted Net Income and Adjusted Free Cash Flow. There can be no assurance, however, that these metrics are the most accurate or reliable measurements of our operating performance. For instance, while the financial statement line items excluded from Adjusted Net Income and Adjusted EBITDA calculations reflect expenses that we believe are not core to our operating activities, they do represent economic costs of our business model. In addition, such metrics may not be directly comparable to other, similar metrics used or reported by others in our industry, who may calculate performance metrics differently.

We are subject to macroeconomic and political risks that could negatively impact the demand for our services.

As a business, we do not work exclusively for, or favor, any particular political party over another and so have not experienced, nor do we expect to experience, adverse impacts specific to a change of partisan political control of either the legislative or executive branches of the US government. However, there can be no assurance, particularly in a climate of considerable political polarization, that we will not be negatively impacted in the future in our work with certain clients by our work for other clients, our employment of certain individuals or any of our employees’ or clients’ real or perceived association with a particular group or individual. During US federal election years, demand for our services tends to soften, particularly in the Corporate Communications & Public Affairs Consulting segment, as clients defer spending until after the election cycle. We may be negatively impacted by the suspension of certain US federal government operations in connection with the lapse of appropriations. In addition, we are sensitive to adverse economic and market factors. Our customers and the markets in which we operate could be negatively impacted by any of the following factors, which could cause a substantial decline in the demand for our services: declining economic conditions; political unrest; the level and volatility of interest rates; financial market volatility; concerns about inflation; changes in investor sentiment and consumer confidence levels; and legislative and regulatory changes. Uncertain economic prospects or a sustained period of financial instability could have a material adverse effect on our business, results of operations, financial condition and growth prospects.

We rely on certain third parties and third-party technology to provide our services and successfully implement our business strategy.

We may rely on third parties to provide certain services to our clients, including advertisement placement and management, video production and website development. Such services are typically sub-contracted by us to third-party providers as part of our wider service offering to our clients. Should a client be dissatisfied with the quality, timing or cost of any such third-party services, this could negatively impact our relationship with such client or our reputation more broadly. There can be no assurance that we will in the future be able to contract with suitable third parties on favorable terms or at all, or, absent such contracting, to provide all such services in-house to the standard, timing and cost expected by our clients, which could negatively impact our business. We also depend on third-party providers of telecommunications, internet, cloud infrastructure and AI services to operate our business efficiently. There can be no assurance that such providers will maintain reliable and efficient networks and quality of service, and the costs for such services may increase. An interruption to any of these services could be detrimental to our future business, operating results and/or profitability.

In certain circumstances, we may be liable for the acts or omissions of relevant partners. If a third party pursues claims against us as a result of the acts or omissions of such partners, our ability to recover from such parties may be limited. We are also dependent on our ability to pick appropriate technology partners to help deliver outcomes and solutions to clients. A failure to maintain relationships with and identify appropriate technology partners could affect both the potential profitability and saleability of our services offering.

Disruptions to our information technology systems or cybersecurity breaches could negatively impact our business.

The successful operation of our business depends upon maintaining the integrity of our computer, communication and information technology systems. These systems and operations are vulnerable to damage, breakdown or interruption from events which are beyond our control, such as fire, flood and other natural disasters; power loss or telecommunications or data network failures; improper or negligent operation of our system by employees, or unauthorized physical or electronic access and interruptions to internet system integrity generally as a result of cyber-attacks by computer hackers or viruses or other types of security breaches. Currently, we do not have a unified Company information technology infrastructure, or Company-wide support resources. Rather, each of our member companies is responsible for maintaining its own separate information technology infrastructure and forming and implementing its own operating cybersecurity policies and procedures. While we believe that this decentralized approach is suitable for our operations, and, by virtue of its structural redundancies, naturally helps to limit the scope of any individual system failure or cybersecurity breach, there can be no assurance that one or more of our member companies may not have inadequate information technology or cybersecurity infrastructure, support resources or policies, and that a system failure or cybersecurity breach affecting any such member company may not materially impact other member companies.

Further, any necessary modifications or upgrades to our information technology systems could result in interruption to our business and our ability to serve our clients. This could be harmful to our business, financial condition, results of operations, cash flows and prospects and could deter current or potential customers from using our services. There can be no guarantee that our security measures in relation to our computer, communication and information systems will protect us from all potential breaches of security and any such breach of security could have an adverse effect on our business, financial condition, results of operations, cash flows and prospects.

Failure to comply with data privacy laws and regulations could adversely affect our business and reputation.

In the ordinary course of our business, we may collect, generate, use, store, process, disclose, transmit, share and transfer personal data and other sensitive information, including proprietary and confidential business data, trade secrets, intellectual property, and third-party data, through our information technology systems and those of third parties. Our collection and use of personal data may subject us to numerous data privacy and security obligations under various laws, regulations, industry standards, external and internal privacy and security policies and contractual requirements. In addition, ensuring the privacy and security of our communications and our clients’ data is critical to maintaining client relationships and our reputation in our industry.

In the US, federal, state, and local governments have enacted numerous data privacy and security laws, including data breach notification laws, personal data privacy laws and consumer protection laws. For example, in recent years, numerous US states including California, Virginia, Colorado, Connecticut, and Utah have enacted comprehensive privacy laws that impose certain obligations on covered businesses, including providing specific disclosures in privacy notices and affording residents with certain rights concerning their personal data, and provide for statutory fines for noncompliance. Outside the US, an increasing number of laws, regulations, and industry standards apply to data privacy and security. For example, the European Union’s General Data Protection Regulation (the “EU GDPR”), the UK’s GDPR (the “UK GDPR”) and the EU Digital Services Act impose strict requirements for processing personal data. For example, under the EU GDPR and UK GDPR, companies may face private litigation, temporary or definitive bans on data processing and fines of up to €20 million or £17.5 million, respectively, or 4% of annual global revenue, whichever is greater. In addition, the European Economic Area and the UK have significantly restricted the transfer of personal data to the US and other countries whose privacy laws it believes are inadequate. Other jurisdictions may adopt similarly stringent interpretations of their data localization and cross-border data transfer laws.

Obligations related to data privacy and security are quickly changing and may be subject to differing applications and interpretations, which may be inconsistent or conflict among jurisdictions. Complying with these obligations requires significant resources and may in the future necessitate changes to our information systems, policies and practices and to those of any third parties upon which we rely. If we or the third parties on which we rely fail, or are perceived to have failed, to address or comply with applicable data privacy and security obligations, we could face significant consequences, including, but not limited to government enforcement actions and litigation, which could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.

We operate in multiple jurisdictions and must comply with numerous applicable laws, including regarding restrictions on and reporting of lobbying activity. Should we fail to comply with such laws, the Company could face civil and criminal liability.

As a consulting business, we must comply with many laws and regulations which affect how we do business with our clients. Such laws and regulations may potentially impose added costs on our business and any failure to comply with such laws may lead to civil or criminal penalties or termination of our consulting contracts. Some significant laws and regulations that affect our business and our clients include:

•laws restricting lobbying activity and/or requiring registration and reporting obligations with respect to such activity, including the US Lobbying Disclosure Act of 1995 and the Foreign Agents Registration Act of 1938 (each as amended), US state-level regulations and, in the UK, the Transparency of Lobbying, Non-Party Campaigning and Trade Union Administration Act 2014;

•anti-corruption, sanctions, anti-bribery, anti-money laundering and similar laws, including the US Foreign Corrupt Practices Act of 1977 and the United Kingdom Bribery Act 2010 (each, as amended);

•laws, regulations, and executive orders restricting the disclosure and governing the security of sensitive personal information of our employees;

•US and UK securities laws and related regulations, including the rules applicable to AIM listed companies, the UK Market Abuse Regulation and the QCA Corporate Governance Code framework of the Quoted Companies Alliance (the “QCA Code”), which, among other things, have helped shape our corporate governance policies (See “Management—Our Board of Directors” for a discussion of key corporate governance policies);

•laws and regulations concerning taxes, including sales and use taxes, income tax and employment tax, changes to which may materially and adversely affect the results of operations;

•employment laws and regulations, which may classify personnel as an independent contractor or employee;

•environmental, social and governance regulations and disclosure requirements; and

•other federal, state and local and laws affecting conduct of business.

For additional information on regulations applicable to the Company, see “Business—Governmental Regulation.” In addition, the US government and state and local government adopt new laws, rules, and regulations from time to time that could have a material impact on our results of operations. For example, the US Department of Justice proposed significant changes to FARA regulations in December 2024 that would narrow existing exemptions and expand registration requirements, with final regulations expected in 2025. Adverse developments in legal or regulatory proceedings on matters relating to, among other things, contract interpretations and statute of limitations, could also result in materially adverse judgments, settlements, withheld payments, penalties, or other unfavorable outcomes.

We have identified a material weakness in our internal control over financial reporting. If we are unable to implement and maintain the effectiveness of our internal control over financial reporting, our investors may lose confidence in the accuracy and completeness of our financial reports, which could adversely affect our stock price.

During the preparation of our consolidated financial statements for the year ended December 31, 2024, we determined that certain cash flow items had been incorrectly classified within our consolidated statements of cash flows for the year ended December 31, 2023, specifically the classification of cash flow activities relating to cash payments for post-combination expenses in business combinations. Additionally, we identified that loss per share had not been calculated correctly under the provisions of GAAP.

As a result, we determined that there is a material weakness in our internal controls due to a lack of sufficient controls to ensure certain complex, non-routine transactions and disclosures are appropriately presented within our financial reporting. This material weakness was due to a lack of appropriate technical review and the absence of a formalized accounting policies specific to such transactions and the loss per share computation. In response to this material weakness, we are in the process of remediating our internal controls over financial reporting. Such remediation efforts include having created new positions within the finance department to which we have appointed, and are in the process of appointing, additional experienced GAAP and internal control reporting specialists, we have engaged third-party advisors to support our internal control testing and remediation efforts, we have begun a third-party risk assessment over our internal control environment and are reviewing and prioritizing individual control deficiencies for remediation. We are in the process of documenting and executing remediation action items.

Notwithstanding such remediation measures, however, there can be no assurance such remediation will be successful or that we will not fail to identify new material weaknesses or other deficiencies in our internal controls in the future. As a result of such historical or potential future deficiencies or material weaknesses, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our Common Stock could be adversely affected and we could become subject to litigation or investigations, which could require additional financial and management resources.

Pursuant to Section 404 of the Sarbanes-Oxley Act and the related rules adopted by the SEC and the Public Company Accounting Oversight Board (the “PCAOB”), starting with the second annual report that we file with the SEC after effectiveness of this prospectus, our management will be required to report on the effectiveness of our internal control over financial reporting. We may encounter problems or delays in completing the implementation of the changes necessary to our internal control over financial reporting to conclude such controls are effective. If we identify additional material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, investor confidence and our stock price could decline.

Additionally, when we cease to be an “emerging growth company” under Section 404 of the Sarbanes-Oxley Act, our independent registered public accounting firm may be required to express an opinion on the effectiveness of our internal controls. If our independent registered public accounting firm is unable to express an unqualified opinion on the effectiveness of our internal controls, we could lose investor confidence in the accuracy and completeness of our financial reports, which could cause the price of our Common Stock to decline.

Matters impacting our internal controls may cause us to be unable to report our financial information on a timely basis and thereby subject us to adverse regulatory consequences, including sanctions by the SEC or violations of Nasdaq rules. There also could be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements. Confidence in the reliability of our financial statements also could suffer if we were to report any additional material weaknesses in our internal controls over financial reporting. This could materially adversely affect the price of our Common Stock.

Servicing our debt requires a significant amount of cash, and our Bank Credit Facilities contain certain restrictive covenants, which could affect our ability to operate our business and implement our business plan.

Under the Bank Credit Facilities (as defined below), we had four senior secured term loans with an aggregate principal amount of $52.2 million outstanding as of June 30, 2025, and an additional senior secured facility under which we may borrow up to an additional $3.0 million. We may incur additional debt in the future to finance our strategic acquisitions, fund our operations or for other corporate purposes.

Our ability to make scheduled payments of the principal, to pay interest on and to refinance our indebtedness, including the Bank Credit Facilities, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. A portion of cash flow from operations is expected to be dedicated to the payment of principal and interest on our debt, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures, future business opportunities, acquisitions and other general corporate purposes. Our ability to capitalize on business opportunities and to react to competitive pressures, as compared to our competitors, may be compromised as a result of such debt obligations. Our business may not generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. If we are unable to generate sufficient cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring our debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities on desirable terms or at all, which could result in a default on our debt obligations.

In addition, the Bank Credit Facilities contain certain restrictive covenants, including covenants restricting our ability to incur debt, undertake certain investments, pay dividends or make certain other payments, and require us to maintain a certain fixed charge coverage ratio, which could restrict our ability to implement our business strategy in the future. Our obligations under the Bank Credit Facilities are also secured by substantially all of our assets, and were we to default on our obligations under the Bank Credit Facilities, the lender could seek enforcement against any or all of our assets.

For further information on our outstanding debt, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Contractual Commitments and Contingencies—Financial Obligations.”

We may be subject to litigation, including securities litigation, or investigations by governmental or other bodies, and we may incur costs related to complying with investigations or litigation involving our clients and to which we are not a party.

We may be subject in the future to litigation involving our clients, competitors, employees, directors or third parties and may incur significant legal and other costs in connection with such litigation. As a result of being a US listed company, we may face increased risk of shareholder litigation, including securities law claims. We have historically had to incur costs related to complying with subpoenas for information in connection with litigation or investigations involving clients to which we were not a party. These included costs of counsel to advise on such information requests and on compliance with our confidentiality obligations to the relevant clients, and administrative costs related to complying with such information requests. We may in the future be subject to similar requests in connection with litigation or investigations involving our clients. While we generally seek indemnification for any such costs in our client agreements, not all client agreements include such indemnities, and there can be no assurance that we will be able to collect on such indemnities where they are provided. As a result, we could in the future incur substantial costs in relation to compliance with any such information requests.

We may not obtain insurance coverage to adequately cover all significant risk exposures.

There can be no assurance that we will be able to acquire or maintain insurance for all risks that may affect our business, that the amount of our insurance coverage will be adequate to cover all claims or liabilities, or that we will not be forced to bear substantial costs resulting from risks and uncertainties of business. It also may not be possible to obtain insurance to protect against all operational risks and liabilities. The failure to obtain adequate insurance coverage on terms favorable to us, or at all, could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.

Risks Related to the Offering and Our Common Stock

Our management team will have immediate and broad discretion over the use of the net proceeds from this offering and may not use them effectively.

We intend to use the net proceeds from this offering to fund working capital and for general corporate purposes, potentially including future acquisitions of new portfolio companies. See “Use of Proceeds.” However, our management will have broad discretion in the application of the net proceeds. Our stockholders may not agree with the manner in which our management chooses to allocate the net proceeds from this offering and will not have the opportunity as part of their investment decision to assess whether the net proceeds are being used appropriately. The failure by our management to apply these funds effectively could have a material adverse effect on our business, financial condition and results of operation. Pending their use, we may invest the net proceeds from this offering in a manner that does not produce value. The decisions made by our management may not result in positive returns on your investment and you will not have an opportunity to evaluate the economic, financial or other information upon which our management bases its decisions.

We may not be able to maintain compliance with Nasdaq’s listing standards, which could limit stockholders’ ability to trade our Common Stock.

As a listed company on Nasdaq, we will be required to meet certain financial, public float, bid price and liquidity standards on an ongoing basis in order to continue the listing of our Common Stock. If we fail to meet these continued listing requirements, our Common Stock may be subject to delisting, which could materially impact the liquidity of our Common Stock making it more challenging to buy and sell shares of our Common Stock.

The market price and trading volume of our Common Stock may be volatile and may be affected by economic conditions beyond our control.

There can be no assurance that the trading market for our Common Stock will be sufficiently liquid to accommodate the sale of your Common Stock, and the trading volume of our Common Stock may fluctuate and cause significant price variations to occur. The market price of our Common Stock may be highly volatile and subject to wide fluctuations. If the market price of our Common Stock declines significantly, you may be unable to resell your Common Stock at a competitive price. We cannot assure you that the market price of our Common Stock will not fluctuate or significantly decline in the future.

Some specific factors that could negatively affect the price of our Common Stock or result in fluctuations in their price and trading volume include:

•actual or expected fluctuations in our prospects or operating results;

•additions or departures of our key personnel;

•changes or proposed changes in laws, regulations or tax policy;

•sales or perceived potential sales of our Common Stock by us or our directors, senior management or stockholders in the future;

•announcements or expectations concerning additional financing efforts or business acquisitions;

•negative publicity about us, our management, or our industry in general; and

•conditions in the US and global financial markets, or in our industry in particular, or changes in general economic conditions.

The initial public offering price of our Common Stock may not be indicative of the market price of our Common Stock after this offering.

The initial public offering price was determined by negotiations between us, the selling shareholders, and representatives of the underwriters, based on numerous factors which we discuss in the section titled “Underwriting,” and may not be indicative of the market price of our Common Stock after this offering. If you purchase our Common Stock, you may not be able to resell those shares at or above the initial public offering price.

We will incur increased costs and our management will face increased demands as a result of operating as a company listed on Nasdaq and subject to Exchange Act reporting and other obligations.

As a Nasdaq listed company and SEC registrant, we will be subject to certain reporting and other obligations which will result in significant legal, accounting and other expenses that we did not incur prior to Nasdaq listing. For example, we will need to maintain certain additional internal controls, disclosure controls and procedures and prepare and distribute periodic public reports. We will be required to ensure that we have the ability to prepare consolidated financial statements that comply with SEC reporting requirements on a timely basis, and will be subject to other reporting and corporate governance requirements, including Nasdaq listing standards and certain provisions of the Sarbanes-Oxley Act and the regulations promulgated thereunder, which impose significant compliance obligations upon us. We will also be required to maintain a majority independent board of directors and maintain board committees that meet independence and other requirements that may differ from those to which we have been subject historically. There can be no assurance that our board of directors, as thus reconstituted, will continue to be as effective as it has been historically or that we will not experience challenges in the transition to Nasdaq compliant corporate governance arrangements.

As a public company, we will be required to commit significant resources and management time and attention to these requirements, which will cause us to incur significant costs and which may place a strain on our systems and resources. As a result, our management’s attention might be diverted from other business concerns. In addition, we might not be successful in implementing these requirements. In addition, changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act, the Dodd-Frank Act and related regulations implemented by the SEC and Nasdaq, are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. We are currently evaluating and monitoring developments with respect to new and proposed rules and cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed. Being a Nasdaq listed company subject to these new rules and regulations may make it more expensive for us to obtain director and officer liability insurance. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and attract and retain qualified executive officers.

We may face increased risks of shareholder activism, particularly if our US and institutional investor base grows as a result of this offering or our US listing, which could divert management attention and impact our ability to execute on our current business plan.

The increased costs associated with operating as a Nasdaq listed company may decrease our net income and may cause us to reduce costs in other areas of our business or increase the prices of our services to offset the effect of such increased costs. Additionally, if these requirements divert our management’s attention from other business

concerns, they could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.

If our operating and financial performance in any given period does not meet or exceed the guidance that we provide to the public, the market price of our Common Stock may decline.

We may, but are not obligated to, provide public guidance on our expected operating and financial results for future periods. If we elect to issue such guidance, it will be composed of forward-looking statements subject to the risks and uncertainties described in this prospectus. Our actual results may not always be in line with or exceed any guidance we have provided, especially in times of economic uncertainty. If, in the future, our operating or financial results for a particular period do not meet any guidance we provide or the expectations of investment analysts, or if we reduce our guidance for future periods, the market price of our Common Stock may decline.

You may be diluted by future issuances of preferred stock or additional Common Stock in connection with our employee incentive plans, acquisitions or otherwise; future sales of such shares in the public market, or the expectations that such sales may occur, could lower our stock price.

We may from time to time issue new Common Stock, preferred stock, debt instruments or other securities convertible into Common Stock under employee incentive plans, in connection with investments or business acquisitions or to raise funds. Our certificate of incorporation authorizes us to issue one or more classes or series of preferred stock having such designations, preferences, limitations and relative rights, including preferences over Common Stock respecting dividends and distributions, as our board of directors may determine (subject, for so long as our Common Stock is admitted for trading on AIM, to approval at a general meeting by shareholders at which a quorum is present by 75% of the votes cast on the matter). The terms of one or more classes or series of preferred stock could adversely impact the voting power or value of our Common Stock. For example, we might grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we might grant to holders of preferred stock could affect the residual value of our Common Stock.

The Company cannot predict the size or price of future issuances of Common Stock or the size or terms of future issuances of preferred stock or debt instruments or other securities convertible into Common Stock, or the effect, if any, that future issuances and sales of the Company’s securities will have on the market price of the Common Stock. Sales or issuances of substantial numbers of shares of Common Stock or preferred stock, or the perception that such sales or issuances could occur, may adversely affect the prevailing market price of the Common Stock. With any additional sale or issuance of Common Stock or preferred stock, or securities convertible into Common Stock, investors will suffer dilution to their voting power and the Company may experience dilution in its earnings per share.

The dual listing of our Common Stock is costly to maintain, may adversely affect the liquidity and value of our Common Stock and may increase our exposure to securities litigation.

Our Common Stock trades on AIM and, assuming Nasdaq approves the listing application for the Common Stock, will be listed on Nasdaq. We plan for the foreseeable future to maintain a dual listing, which will generate additional costs, including increased legal, accounting, investor relations and other expenses that we did not incur prior to the listing of our Common Stock on Nasdaq, in addition to the costs associated with the additional reporting requirements described elsewhere in this prospectus. We cannot predict the effect of this dual listing on the value of our Common Stock. However, the dual listing of Common Stock may dilute our liquidity in one or both markets and may adversely affect the development of an active trading market for our Common Stock in the US.

Further, being a UK listed company and a US public company with Common Stock admitted to trading on AIM impacts the disclosure of information and requires compliance with two sets of applicable rules. From time to time, this may result in uncertainty regarding compliance matters and result in higher costs necessitated by legal analysis of dual legal regimes, ongoing revisions to disclosure and adherence to heightened governance practices. As a result of the enhanced disclosure requirements of the US securities laws, business and financial information that we report is broadly disseminated and highly visible to investors, which may increase the likelihood of threatened or actual

litigation, including by competitors and other third parties, which could, even if unsuccessful, divert financial resources and the attention of our management and key employees from our operations.

Dividends may not be declared or paid to holders of our Common Stock.

The declaration and payment of dividends by us will be at the sole discretion of our board of directors. While historically, we have issued dividends from the Company’s adjusted net profit after tax, our dividend policy may change and there can be no assurance that any dividends will be declared or paid. For example, in January 2025, we reduced our dividend rate by approximately one half in order to retain more cash within the business to fund continued growth in the business.

Our dividend policy is within the discretion of our board of directors and will depend upon then-existing conditions, including our results of operations, financial condition, capital requirements, investment opportunities, statutory or contractual restrictions on our ability to pay dividends and other factors our board of directors may deem relevant. In addition, the Bank Credit Facilities place, and future debt agreements may place, certain restrictions on our ability to pay cash dividends on our Common Stock. Should our board of directors decide not to declare a dividend, your only opportunity to achieve a return on your investment may be if the price of our Common Stock appreciates, which cannot be ensured.

We are an emerging growth company, and the reduced disclosure requirements applicable to emerging growth companies may make our Common Stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of certain exemptions and relief from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including (i) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (ii) reduced disclosure obligations regarding executive compensation in this prospectus and our periodic reports and proxy statements and (iii) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We may take advantage of these exemptions until such time that we are no longer an emerging growth company. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.

We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion, (ii) the last day of the fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, (iii) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period or (iv) the last day of the fiscal year after the fifth anniversary of the date of the first sale of common equity securities under an effective registration statement as an emerging growth company.

It is possible that some investors will find our Common Stock less attractive as a result of the foregoing, which may result in a less active trading market for our Common Stock and higher volatility in our stock price.

Our employees, management and principal stockholders own the majority of our stock and will be able to exert control over matters subject to stockholder approval.

As of October 17, 2025, our executive officers and directors and their respective affiliates in aggregate held, directly or indirectly, 16.6% of our outstanding Common Stock, and our employees held a further 56.6% of our Common Stock. We presently expect affiliate and other employee shareholders to sell, in aggregate, approximately 700,000 shares of common stock in this offering, representing approximately 2.8% of the shares of the Company’s common stock outstanding as of October 17, 2025.We are not aware of any intention by any such persons to act in concert or otherwise in order to control matters requiring stockholder approval. However, to the extent that the same group continue to own a significant percentage of our Common Stock, these stockholders, collectively, will be able to exert significant control over the management and affairs of our company and most matters requiring stockholder approval, including the election of directors, amendments of our organizational documents and approval of any merger, sale of substantially all our assets or other significant corporate transactions. Such shareholders, particularly

those who are directors, officers or employees of the Company, may have interests that differ from the interests of other shareholders. This concentration of ownership may also prevent or discourage unsolicited acquisition proposals or offers for our Common Stock, or nomination of potential directors, that you or other stockholders may feel are in your or their best interest as one of our stockholders.

Provisions of our certificate of incorporation and bylaws may delay or prevent a takeover that may not be in the best interests of our stockholders.

Provisions of our certificate of incorporation and bylaws may be deemed to have anti-takeover effects which may delay, defer or prevent a takeover attempt (which include, among others, provisions for (i) a classified board of directors serving staggered three-year terms, (ii) who can fill vacancies of our board of directors and (iii) when and by whom special meetings of our stockholders may be called).

Our certificate of incorporation provides for an exclusive forum in the Court of Chancery of the State of Delaware for certain disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our certificate of incorporation provides that, unless otherwise consented to by us, the Court of Chancery of the State of Delaware, shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company; (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the shareholders; (c) any action asserting a claim against the Company arising pursuant to any provision of the Delaware Corporation Law, our certificate of incorporation or our bylaws; (d) any action to interpret, apply, enforce or determine the validity of our certificate of incorporation or our bylaws; or (e) any action asserting a claim against the Company governed by the internal affairs doctrine. Unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the US Securities Act, or under Nasdaq or AIM rules.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, both state and federal courts have jurisdiction to entertain such claims. As noted above, our certificate of incorporation provides that the federal district courts of the United States will be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act. Due to the concurrent jurisdiction for federal and state courts created by Section 22 of the Securities Act over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, there is uncertainty as to whether a court would enforce the exclusive forum provision. Investors also cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

We believe our choice of forum provision may benefit us by providing increased consistency in the application of Delaware law by chancellors and judges particularly experienced in resolving corporate disputes, efficient administration of cases on a more expedited schedule relative to other forums and protection against the burdens of multi-forum litigation. However, our choice of forum provision may impose additional litigation costs on stockholders in pursuing claims and may limit a stockholder’s ability to bring a claim in a judicial forum that it believes to be favorable for disputes with us or any of our directors, officers or other employees, which may discourage lawsuits with respect to such claims. In addition, while the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the choice of forum provision, and there can be no assurance that such provision will be enforced by a court in those other jurisdictions. If a court were to find the choice of forum provision in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business, financial condition, results of operations, cash flows and prospects.

Sales by existing shareholders can reduce share prices.

Sales of a substantial number of shares of our Common Stock in the public market could occur at any time. Such sales, or any market perception that substantial holders of our Common Stock intend to sell our Common Stock, could reduce the market price of our Common Stock. If this occurs and continues, it could impair the Company’s ability to raise additional capital through the sale of securities. In addition, as currently unvested shares of our Common Stock held by our employees vest over time, and as we issue earnout shares pursuant to the historical acquisition agreements relating to our acquired member companies, the number of shares of Common Stock which may be sold will increase, which could reduce the market price of our Common Stock.

The Company is a holding company and, as such, it depends on its subsidiaries for cash to fund its operations and expenses.

The Company is a holding company and essentially all of its assets are its equity ownership interests in its subsidiaries. As a result, investors in the Company are subject to the risks attributable to its subsidiaries. As a holding company, the Company conducts all of its business through its subsidiaries. Therefore, our ability to fund and conduct our business, service our debt and pay dividends, if any, in the future will principally depend on the ability of our subsidiaries to generate sufficient cash flow to make upstream cash distributions to us. Our subsidiaries are separate legal entities, and although they are wholly-owned and controlled by us, they have no obligation to make any funds available to us, whether in the form of loans, dividends or otherwise. The ability of these entities to pay dividends and other distributions will depend on their operating results and will be subject to applicable laws and regulations which require that solvency and capital standards be maintained by such companies and contractual restrictions contained in the instruments governing any debt obligations. In the event of a bankruptcy, liquidation or reorganization of any of the Company’s material subsidiaries, holders of indebtedness and trade creditors may be entitled to payment of their claims from the assets of those subsidiaries before the Company.

Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.

Our certificate of incorporation provides that we will indemnify our directors and officers, in each case, to the fullest extent permitted by Delaware law. Our certificate of incorporation also allows our board of directors to indemnify other employees. This indemnification will extend to the payment of judgments in actions against officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the Company or amounts paid in settlement to the Company. This indemnification will also extend to the payment of attorneys’ fees and expenses of officers and directors in suits against them where the officer or director acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. This right of indemnification is not exclusive of any right to which the officer or director may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and directors.

Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our Common Stock.

Securities research analysts may establish and publish their own periodic projections for our Company. These projections may vary widely and may not accurately predict the results we actually achieve. The price of our Common Stock may decline if our actual results do not match the projections of these securities research analysts. Similarly, if one or more of the analysts who write reports on us downgrades our stock or publishes inaccurate or unfavorable research about our business, our stock price could decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, our stock price or trading volume could decline.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this prospectus. While we believe such information provides a reasonable basis for these statements, such information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

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;

•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.

USE OF PROCEEDS

We estimate that the net proceeds to us from the sale of shares of our Common Stock in this offering will be approximately $40.9 million, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. This assumes an initial public offering price of $14.64 per share, which is the US-dollar equivalent of the closing price of our Common Stock on the AIM Market of the London Stock Exchange on October 17, 2025. If the underwriters exercise their over-allotment option to purchase additional shares in full, the net proceeds to us will be approximately $49.3 million.

We intend to use the proceeds to the Company of this offering to fund working capital and for general corporate purposes, potentially including future acquisitions of new portfolio companies. However, we have not executed any pending letters of intent or contracts to acquire, and have no definite plans for and are not engaged in advanced negotiations regarding, any specific acquisitions at this time. We will not receive any proceeds from the sale of Common Stock by the selling shareholders.

Assuming no exercise of the underwriters’ over-allotment option to purchase additional shares, a $1.00 increase (decrease) in the assumed initial public offering price of $14.64 per share (US-dollar equivalent of the closing price of our Common Stock on the AIM Market of the London Stock Exchange on October 17, 2025) would increase (decrease) the net proceeds to us from this offering by $3.1 million, assuming the number of shares offered by us, as set forth on the cover of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated expenses payable by us.

An increase or decrease of one million shares of Common Stock sold in this offering by us would increase or decrease, as applicable, our net proceeds, after deducting the underwriting discount and estimated offering expenses payable by us, by $13.7 million, based on an assumed initial public offering price of $14.64 per share, which is the US-dollar equivalent of the closing price of our Common Stock on the AIM Market of the London Stock Exchange on October 17, 2025.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2025:

•on an actual basis; and

•on an as adjusted basis, after giving effect to the issuance and sale of shares of our Common Stock offered by us in this offering at an assumed offering price of $14.64 per share, which is the US-dollar equivalent of the closing price of our Common Stock on the AIM Market of the London Stock Exchange on October 17, 2025, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, and the application of such proceeds as described in the section entitled “Use of Proceeds.”

You should read this table together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes appearing elsewhere in this prospectus.


	As of June 30, 2025
	Actual		As Adjusted (1)(2)
($ in thousands)			(unaudited)
Debt	$	52,018	$	52,018
Stockholders' equity:
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 24,906,406 issued and outstanding	23		27
Additional paid-in capital	217,153		258,024
Accumulated deficit	(137,834)		(137,834)
Accumulated other comprehensive loss	1,706		1,706
Total stockholders’ equity	81,048		121,922
Total capitalization	$	133,066	$	173,940

___________________

(1)A $1.00 increase (decrease) in the assumed initial public offering price of $14.64 per share, which is the US-dollar equivalent of the closing price of our Common Stock on the AIM Market of the London Stock Exchange on October 17, 2025, would increase (decrease) the net proceeds to us from this offering by $3.1 million, assuming the number of shares offered by us, as set forth on the front cover of this prospectus, remains the same and after deducting the assumed underwriting discounts and commissions and estimated offering expenses payable by us. An increase (decrease) of 1.0 million shares from the expected number of shares to be sold by us in this offering, assuming no change in the assumed initial public offering price per share, which is the US-dollar equivalent of the closing price of our Common Stock on the AIM Market of the London Stock Exchange on October 17, 2025, would increase (decrease) our net proceeds from this offering by $13.7 million.

(2)We intend to use the net proceeds from this offering to fund working capital and for general corporate purposes, potentially including future acquisitions of new portfolio companies. See “Use of Proceeds.”

The number of shares of our Common Stock that will be outstanding after this offering is based on 24,906,406 shares of our Common Stock outstanding as of June 30, 2025, and excludes:

•1,054,458 shares of Common Stock issuable upon the vesting of outstanding awards of deferred restricted stock units outstanding as of June 30, 2025;

•3,048,291 shares of Common Stock to be issued as earnout consideration pursuant to purchase agreements relating to the historical acquisitions of member companies prior to June 30, 2025 (and based on the market price per share of our Common Stock as of June 30, 2025); and

date immediately prior to the effectiveness of this registration statement (for a description of the Omnibus Incentive Plan, including such amendments, see “Executive Compensation— Omnibus Incentive Plan”).

DIVIDEND POLICY

We currently intend to pay out dividends at a payout ratio of approximately 30% of Adjusted Net Income. We define Adjusted Net Income as net income excluding the impact of long-term incentive program charges, share-based accounting charges, post-combination compensation charges, change in fair value of contingent consideration, gain on bargain purchase price net of deferred taxes and amortization of intangible assets. This policy is, however, subject to change. The declaration and payment of dividends by the Company is at the sole discretion of our board of directors, and there can be no assurance that any dividends will be paid in or for any given period.

Accordingly, you may need to sell your shares of our Common Stock to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them. See “Risk Factors—Risks Related to the Offering and Our Common Stock —Dividends may not be declared or paid to holders of our Common Stock.”

DILUTION

If you invest in our Common Stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share of Common Stock and the net tangible book value per share of our Common Stock as adjusted to give effect to this offering. Dilution results from the fact that the per share offering price of the Common Stock is substantially in excess of the book value per share attributable to the shares of Common Stock held by existing stockholders.

As of June 30, 2025, we had a net tangible book value of $(68.2) million, or $(2.74) per share. Net tangible book value per share represents the amount of our total tangible assets less our total liabilities divided by the number of shares of our Common Stock outstanding as of June 30, 2025 (excluding shares of Common Stock issuable upon exercise of outstanding options and restricted stock units, which are not included within stockholders’ equity). The Company defines total tangible assets as total assets minus goodwill, other intangible assets, deferred tax assets, deferred IPO costs and right-of-use assets.

After giving effect to the sale of shares of Common Stock that we are offering hereby at an assumed initial public offering price of $14.64 per share, the US-dollar equivalent of the closing price of our Common Stock on the AIM Market of the London Stock Exchange on October 17, 2025, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, and the application of such proceeds as described in the section entitled “Use of Proceeds,” our pro forma net tangible book value (deficit) as adjusted to give effect to this offering as of June 30, 2025 would have been approximately $(26.1) million, or approximately $(0.92) per share of Common Stock. This amount represents an immediate increase in net tangible book value of $1.82 per share to our existing stockholders and an immediate dilution in net tangible book value of approximately $15.56 per share to new investors purchasing shares of Common Stock in this offering at the assumed initial offering price.

Dilution per share to new investors is determined by subtracting pro forma net tangible book value (deficit) per share from the amount of cash that a new investor paid for a share of Common Stock.

The following table illustrates this dilution (without giving effect to any exercise by the underwriters of their over-allotment option to purchase additional shares):


Assumed initial public offering price per share	$	14.64
Net tangible book value per share as of June 30, 2025	$	(2.74)
Increase in net tangible book value per share attributable to new investors purchasing Common Stock in this offering and the use of proceeds from this offering	$	1.82
Pro forma net tangible book value per share after giving effect to this offering	$	(0.92)
Dilution per share to new investors purchasing Common Stock in this offering	$	15.56

The dilution information discussed above is illustrative only and may change based on the actual initial public offering price and other terms of this offering. Each $1.00 increase (decrease) in the assumed initial public offering price of $14.64 per share, the US-dollar equivalent of the closing price of our Common Stock on the AIM Market of the London Stock Exchange on October 17, 2025, would increase (decrease) our pro forma net tangible book value per share after giving effect to this offering by approximately $0.11 per share, and increase (decrease) the dilution in the pro forma net tangible book value per share to new investors by approximately $0.89 per share, in each case, assuming that the number of shares of Common Stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discounts and commissions.

Each increase (decrease) of 1.0 million shares in the number of shares of Common Stock offered by us would increase (decrease) our pro forma net tangible book value per share after giving effect to this offering by approximately $0.50 per share and decrease (increase) the dilution to investors participating in this offering by approximately $0.50 per share, in each case assuming that the assumed initial public offering price remains the same, and after deducting the underwriting discounts and commissions.

Sales by the selling shareholders in this offering will cause the number of shares held by existing stockholders to be reduced to 24,206,406 shares, or 85.5% of the total number of shares of our Common Stock outstanding immediately after the completion of this offering, and will increase the number of shares held by new investors to 4,100,000 shares, or 14.5% of the total number of shares of our Common Stock outstanding immediately after the completion of this offering.

If the underwriters exercise their over-allotment option to purchase additional shares in full, the pro forma net tangible book value after giving effect to the offering would be $(0.61) per share, the increase in pro forma net tangible book value per share to existing stockholders would be $0.31 per share and the decrease in dilution per share to new investors would be $0.31 per share, in each case after giving effect to the offering and assuming an initial public offering price of $14.64 per share, the US-dollar equivalent of the closing price of our Common Stock on the AIM Market of the London Stock Exchange on October 17, 2025.

The number of shares of our Common Stock that will be outstanding after this offering is based on 24,906,406 shares of our Common Stock outstanding as of June 30, 2025, and excludes:

•1,054,458 shares of Common Stock issuable upon the vesting of outstanding awards of deferred restricted stock units outstanding as of June 30, 2025;

•553,090 shares of Common Stock available as of June 30, 2025 for future issuance under our Omnibus Incentive Plan prior to giving effect to the amendments to the Omnibus Incentive Plan effective from the date immediately prior to the effectiveness of this registration statement (for a description of the Omnibus Incentive Plan, including such amendments, see “Executive Compensation— Omnibus Incentive Plan”).

To the extent any outstanding options are exercised, there will be further dilution to new investors. If all of such outstanding options had been exercised as of June 30, 2025, the pro forma net tangible book value per share after giving effect to this offering would be $(0.61), and total dilution per share to new investors would be $0.31.

If the underwriters exercise their over-allotment option to purchase additional shares in full, our existing stockholders would own 82.6%, and the investors purchasing shares of our Common Stock in this offering would own 17.4 % of the total number of shares of our Common Stock outstanding immediately after completion of this offering.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following, Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), summarizes the significant factors affecting the operating results, financial condition and liquidity, and cash flows of the Company as of and for the years ended December 31, 2024, and 2023; and for the three and six months ended June 30, 2025 and 2024 . This MD&A should be read in conjunction with our consolidated financial statements, the accompanying notes to the consolidated financial statements and the other financial information included in this prospectus. Except for historical information, the matters discussed in this MD&A contain various forward-looking statements that involve risks and uncertainties and are based upon judgments concerning various factors beyond our control. Our actual results could differ materially from those anticipated in these forward-looking statements. All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made, except as required by applicable law.

Overview

Through our wholly-owned subsidiaries, we operate a portfolio of firms that offer global strategic communications services, including government relations, corporate communications, public affairs, research, crisis management, financial communications and investor relations, and creative communications delivery. We are active in all major sectors of the economy, including healthcare and pharmaceuticals, asset management and financial services, energy, technology, telecoms and transportation. Our services help clients to enhance, fortify, and defend their reputations, advance corporate strategy, manage regulatory risk and opportunities, and maintain productive, ongoing engagement with their most important stakeholders including federal and state-level policy makers, financial stakeholders, employees, customers, media and the general public.

Across our member companies, our business comprises three reporting segments—Government Relations Consulting, Corporate Communications & Public Affairs Consulting and Compliance and Insights Services—corresponding to the different types of strategic communications services our member companies provide to our clients:

•Government Relations Consulting services include advocacy, strategic guidance, political intelligence and issue monitoring at the US federal and state levels and internationally through our offices in London, Shanghai, Abu Dhabi and Dubai;

•Corporate Communications & Public Affairs Consulting services include crisis communications, community relations, social and digital media, public opinion research, branding and messaging, relationship marketing and litigation support; and

•Compliance and Insights Services include compliance services and legislative tracking.

As of October 17, 2025, we had more than 1,300 active client relationships, reflecting organic growth and the completion of the recent TrailRunner acquisition with no single client representing more than 2.0% of overall revenues. Our client portfolio includes clients in the healthcare and pharmaceuticals, defense and aerospace, agriculture, financial services, energy, technology, telecom and transportation sectors. We also have a track record of high client retention, with an average annual renewal rate of approximately 78.3% and an average revenue retention rate of 84.4% between 2020 to 2024.

From January 1, 2018 to December 31, 2024, we achieved revenue growth of 28.1% CAGR, with organic revenue growth of 15.6% CAGR over the same period.

Recent Developments

On September 29, 2025 , our board of directors approved an amendment to our amended and restated certificate of incorporation to effect the Reverse Stock Split of our Common Stock, including all unvested Common Stock, at a ratio of one share for every five shares. The Reverse Stock Split was effective on October 2, 2025. The authorized

number of shares, and par value per share, of Common Stock are not affected by the Reverse Stock Split. Under the terms of the Reverse Stock Split, the number of shares awarded, issuable upon exercise of options awarded or issued or issuable pursuant to other equity awards under our Omnibus Incentive Plan, and the exercise price of such options, have been adjusted on a pro rata basis.

We announced the earnings-accretive acquisition of Pine Cove for initial consideration of $3.0 million in July 2025, comprising $2.6 million in cash and 42,830 of new shares of Common Stock. Closing occurred on August 1, 2025. Pine Cove is a strategic consulting firm that serves as a long-term partner to clients ranging from start-ups to established businesses and Fortune 500 companies. It advises and supports clients in navigating regulatory and complex business challenges. There are additional contingent payments, up to $10.0 million, that Pine Cove can earn in the future depending on certain operating results that are achieved. The acquisition is in line with our growth strategy to expand into certain key US state capitals, complementing our federal capabilities with best-in-class local market expertise. Texas, as one of the largest state economies and most consequential for public policy activities, has long been one of our stated priorities for local government relations expansion. Austin, the capital of Texas, is a critical nexus of business, politics, and regulatory affairs. Together with the April 2025 acquisition of TrailRunner International, this acquisition enhances our ability to deliver top-tier strategic communications and government relations services across Texas, supporting clients at greater scale both locally and nationally. Pine Cove will become PPHC's third state government relations operation, alongside KP Public Affairs (California) and O'Neill and Associates (Massachusetts). Combined with MultiState's 50-state reach, this further strengthens PPHC's leadership in the fragmented state government relations market. The business assets of Pine Cove Capital, LLC were acquired through a newly formed wholly-owned subsidiary, Pine Cove Strategies, LLC, which will retain its brand and operate independently.

Comparison of the three and six months ended June 30, 2025 and June 30, 2024

Results of operations for the three and six months ended June 30, 2025 and June 30, 2024:


	($ in thousands, except percentages)
	Three months ended June 30,
	2025		2024		$ Change		% Change
Revenue	$	48,588	$	36,502	$	12,086	33.1	%
Operating expenses:
Salaries and other personnel costs	38,784		29,413		9,371		31.9	%
Office and other direct costs	1,812		1,396		416		29.8	%
Cost of services	40,596		30,809		9,787		31.8	%
General and administrative	9,537		6,431		3,106		48.3	%
Mergers and acquisitions expense	82		1,401		(1,319)		(94.1)	%
Depreciation and amortization expense	1,577		991		586		59.1	%
Change in fair value of contingent consideration	1,693		1,636		57		3.5	%
Total operating expenses	53,485		41,267		12,218		29.6	%
Loss from operations	(4,897)		(4,765)		(132)		2.8	%
Gain on bargain purchase	—		2,356		(2,356)		(100.0)	%
Interest income	29		98		(69)		(70.4)	%
Interest expense	(865)		(369)		(496)		134.4	%
Other expense	(22)		—		(22)		—
Net loss before income taxes	(5,755)		(2,680)		(3,075)		114.7	%
Income tax expense	24		(2,486)		2,510		(101.0)	%
Net loss	$	(5,730)	$	(5,166)	$	(564)	10.9	%


	($ in thousands, except percentages)
		Six months ended June 30,
		2025		2024		$ Change		% Change
Revenue		$	87,899	$	71,134	$	16,765	23.6	%
Operating expenses:
Salaries and other personnel costs		72,665		58,948		13,717		23.3	%
Office and other direct costs		3,286		2,734		552		20.2	%
Cost of services		75,951		61,683		14,268		23.1	%
General and administrative		17,025		12,611		4,414		35.0	%
Mergers and acquisitions expense		276		1,557		(1,281)		(82.3)	%
Depreciation and amortization expense		2,768		1,858		910		49.0	%
Change in fair value of contingent consideration		2,676		2,264		413		18.2	%
Total operating expenses		98,697		79,972		18,724		23.4	%
Loss from operations		(10,798)		(8,838)		(1,959)		(22.2)	%
Gain on bargain purchase		—		2,464		(2,464)		(100.0)	%
Interest income		62		98		(36)		(36.7)	%
Interest expense		(1,500)		(598)		(902)		(150.8)	%
Other expense		(22)		—		(22)		—
Net loss before income taxes		(12,258)		(6,875)		(5,383)		(78.3)	%
Income tax expense		(4,088)		(3,707)		(381)		(10.3)	%
Net loss		$	(16,346)	$	(10,581)	$	(5,764)	(54.5)	%

Revenue

We generate substantially all of our revenue by providing consulting services related to Government Relations, Corporate Communications & Public Affairs Consulting and Compliance and Insights Services, primarily through fixed-fee arrangements whereby the client pays a fixed monthly retainer or subscription amount in exchange for a predetermined set of professional services. We recognize retainer revenue over time by measuring the progress toward complete satisfaction of the performance obligation. We also generate a smaller portion of our revenue from project-specific revenues which was 9.0%, 8.5%, 4.2%, and 4.4% for the three and six months ended June 30, 2025 and 2024, respectively.

The components of fluctuations in revenue by reportable segment for the three and six months ended June 30, 2025, and June 30, 2024, were as follows:


	($ in thousands, except percentages)
	June 30, 2025						June 30, 2024
	Revenue from acquisitions		Organic revenue		Total revenue		Total revenue		Organic Revenue Growth(1)		Total Growth
Government Relations Consulting	$	356	$	26,945	$	27,301	$	25,501	5.7	%	7.1	%
Corporate Communications & Public Affairs Consulting	7,975		10,169		18,144		8,336		22.0	%	117.7	%
Compliance and Insights Services	—		3,143		3,143		2,667		17.8	%	17.8	%
Total	$	8,331	$	40,257	$	48,588	$	36,504	10.3	%	33.1	%


	($ in thousands, except percentages)
	June 30, 2025						June 30, 2024
	Revenue from acquisitions		Organic revenue		Total revenue		Total revenue		Organic Revenue Growth(1)		Total Growth
Government Relations Consulting	$	1,051	$	52,414	$	53,465	$	50,329	4.1	%	6.2	%
Corporate Communications & Public Affairs Consulting	10,332		17,824		28,156		15,537		14.7	%	81.2	%
Compliance and Insights Services	—		6,277		6,277		5,267		19.2	%	19.2	%
Total	$	11,384	$	76,515	$	87,899	$	71,134	7.6	%	23.6	%

__________________

(1)Refer to the Non-GAAP Financial Measures section below for our definition of Organic Revenue Growth.

Our total revenue increased 33.1%, to $48.6 million in the three months ended June 30, 2025 compared to $36.5 million in the three months ended June 30, 2024, with Organic Revenue Growth contributing 10.3% of growth. Our total revenue increased 23.6%, to $87.9 million for the six months ended June 30, 2025 compared to $71.1 million for the six months ended June 30, 2024, with Organic Revenue Growth contributing 7.6% of growth. These increases reflect sustained client retention (with average client logo renewal rates across all our business lines of approximately 72.8% in 2024 to 82.7% for the six months ended June 30, 2025). The balance of revenue growth was driven by accretive acquisitions of Lucas and Pagefield.

Our Government Relations Consulting segment’s revenue increased by 7.1% to $27.3 million in the three months ended June 30, 2025, compared to $25.5 million in the three months ended June 30, 2024. Our Government Relations Consulting segment’s revenue increased by 6.2%, to $53.5 million in the six months ended June 30, 2025, compared to $50.3 million in the six months ended June 30, 2024. These increases reflect Organic Revenue Growth of 5.7% and 4.1%, for the three and six months ended June 30, 2025, respectively, driven by robust demand for regulatory and legislative support. Our lobbying firms Forbes Tate, Crossroads and Alpine each maintained their top 20 position in the Federal lobbyist rankings, as reflected in public disclosures mandated by US federal law. The remaining growth was driven by the 2024 acquisition of Pagefield.

Our Corporate Communications & Public Affairs Consulting segment’s revenue increased by 117.7%, to $18.1 million in the three months ended June 30, 2025, compared to $8.3 million in the three months ended June 30, 2024. Our Corporate Communications & Public Affairs Consulting segment’s revenue increased by 81.2%, to $28.2 million in the six months ended June 30, 2025, compared to $15.5 million in the six months ended June 30, 2024. Organically, revenue increased by 22.0% and 14.7% for the three and six months ended June 30, 2025, respectively, helped by pending elections impacting client project spend in the first half of 2024, and clients responding to clearer political direction in the first half of 2025. The remaining growth was driven by the 2024 acquisition of Pagefield and the 2025 acquisition of TrailRunner.

Our Compliance and Insight Services segment’s revenue grew, by 17.8%, to $3.1 million in the three months ended June 30, 2025, compared to $2.7 million in the three months June 30, 2024. Our Compliance and Insight Services segment’s revenue grew by 19.2%, to $6.3 million in the six months ended June 30, 2025, compared to $5.3 million in the six months ended June 30, 2024. All of this growth was organic, driven by increasing demand for specialized services, including compliance, grant writing, and research-driven policy insights.

In the three and six months ended June 30, 2025, we generated $2.3 and $3.9 million, or 4.7% and 4.4% of our total revenue, outside of the US, as compared to $0.6 and $0.6 million, or 1.5% and 0.8% for the three and six months ended June 30, 2024, respectively.

We generate substantially all of our revenue by providing consulting services related to Government Relations Consulting, Corporate Communications & Public Affairs Consulting and Compliance and Insights Services, primarily through fixed-fee arrangements whereby the client pays a fixed monthly retainer or subscription amount in exchange for a predetermined set of professional services. We recognize retainer revenue over time by measuring the progress toward complete satisfaction of the performance obligation. We also generate a smaller portion of our

revenue from project-specific revenues which was 6.5% and 5.7% in the years ending December 31, 2024 and 2023, respectively.

Cost of Services

The table below presents the components of cost of services for the three and six months ended June 30, 2025 and 2024:


	($ in thousands, except percentages)
	Three months ended June 30,								Six months ended June 30,
	2025		2024		$ Change		% Change		2025		2024		$ Change		% Change
Salaries and other personnel costs
Personnel cost	$	25,492	$	20,556	$	4,936	24.0	%	$	48,368	$	39,398	$	8,970	22.8	%
Long-term incentive program charges	1,302		127		1,175		925.2	%	2,165		1,113		1,052		94.5	%
Share-based accounting charge	6,654		6,659		(5)		(0.1)	%	13,357		13,318		39		0.3	%
Post-combination compensation charge	5,336		2,130		3,206		150.5	%	8,776		5,120		3,656		71.4	%
Total personnel costs	38,784		29,472		9,312		31.6	%	72,666		58,949		13,717		23.3	%
Office and other direct costs
Amortization developed software	140		140		—		—	%	281		281		—		—	%
Occupancy expense	1,672		1,197		475		39.7	%	3,004		2,453		551		22.5	%
Total other cost of services	1,812		1,337		475		35.5	%	3,285		2,734		551		20.2	%
Cost of services	$	40,596	$	30,809	$	9,787	31.8	%	$	75,951	$	61,683	$	14,268	23.1	%

Salaries and other personnel costs represent our largest component of cost of services. Its principal components include employee salaries, share-based accounting charges, long-term incentive program charges, post-combination compensation expense, benefits and bonuses of employees from operations that deliver services to our clients. Employee bonus amounts represent annual bonus payments paid as compensation for services to senior executives and employees based on our performance, the relative performance of the member company and the individual. Salaries and other personnel cost increased by 31.6% or $9.3 million, in the three months ended June 30, 2025, to $38.8 million, compared to to $29.5 million for the three months ended June 30, 2024. In the six months ended June 30, 2025, salaries and other personnel costs increased by 23.3% to $72.7 million compared to $58.9 million for the six months ended June 30, 2024, driven by targeted hiring in tandem with revenue growth across all three segments. In the three months ended June 30, 2025, long-term incentive program charges increased by 925.2% to $1.3 million compared to $0.1 million for the prior period, this was a result of additional issuances of unvested equity securities. In the six months ended June 30, 2025, long-term incentive program charges increased by 94.5% to $2.2 million compared to $1.1 million for the prior period, this was a result of additional issuances of unvested equity securities.

Office and other direct costs represent our other component of cost of services. Its principal component includes operating lease expense for premises leased by our member companies. Occupancy expense increased by 39.7% and 22.5% in the three and six months ended June 30, 2025, respectively, to $1.7 and $3.0 million, compared to $1.2 and $2.5 million for the three and six months ended June 30, 2024, respectively, reflecting the addition of new office spaces associated with the acquisition of TrailRunner.

General and administrative expenses

The table below presents the components of general and administrative expenses for the three and six months ended June 30, 2025 and 2024:


	($ in thousands except percentages)
	Three months ended June 30,								Six months ended June 30,
	2025		2024		$ Change		% Change		2025		2024		$ Change		% Change
Personnel cost	$	3,506	$	1,686	$	1,820	108.0	%	$	5,883	$	3,522	$	2,361	67.1	%
General and administrative expenses	4,959		3,504		1,455		41.5	%	8,969		6,687		2,282		34.1	%
Occupancy expense	105		167		(61)		(36.7)	%	206		277		(71)		(25.5)	%
Long term incentive program charges	226		137		89		64.9	%	486		250		236		94.3	%
Share-based accounting charge	740		938		(198)		(21.1)	%	1,481		1,876		(395)		(21.1)	%
General and administrative	$	9,537	$	6,431	$	3,106	48.3	%	$	17,025	$	12,611	$	4,414	35.0	%

General and administrative expenses’ principal components comprise of general and administrative expenses, employee salaries, share-based accounting charges, long-term incentive program charges, post-combination compensation expense, benefits and bonuses of employees employed in our corporate function. General and administrative expenses increased by 48.3% and 35.0% in the three and six months ended June 30, 2025, to $9.5 and $17.0 million, compared to $6.4 and $12.6 million for the three and six months ended June 30, 2024, reflecting investments in our holding company, an increase in costs of advisors and auditors, and additional costs associated with the acquisition of TrailRunner.

Mergers and acquisitions expense

The principal components of mergers and acquisitions expense include legal, accounting and other advisory expenses, as well as transaction taxes such as the UK stamp duty and debt origination costs. Mergers and acquisitions expense decreased by 94.1% and 82.3% in the three and six months ended June 30, 2025, to less than $0.1 and $0.3 million, compared to $1.4 and $1.6 million for the three and six months ended June 30, 2024, reflecting the reduction in costs from the relatively high 2024 costs associated with the acquisitions of Lucas and Pagefield.

Depreciation and amortization

The table below presents the components of depreciation and amortization expense:


	($ in thousands)
	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Charged to cost of services	$	141	$	141	$	281	$	281
Charged to depreciation and amortization expense	1,577		991		2,768		1,858
Total depreciation and amortization expense	$	1,718	$	1,131	$	3,049	$	2,139

The principal components of depreciation and amortization expense include the amortization of intangible assets relating to customer relationships and non-compete contracts. Total depreciation and amortization expense increased by 52.0% and 42.6% in the three and six months ended June 30, 2025, to $1.7 and $3.0 million, compared to $1.1 and $2.1 million for the three and six months ended June 30, 2024, reflecting additional costs associated with the acquisitions of TrailRunner.

Change in fair value of contingent consideration

of cash and shares of our Common Stock based on each respective purchase agreement, and the amount ultimately paid is dependent on the achievement of certain operating results. Change in fair value of contingent consideration increased by 3.5% and 18.2% in the three and six months ended June 30, 2025, to $1.7 and $2.7 million, compared to $1.6 and $2.3 million for the three and six months ended June 30, 2024, reflecting additional contingent consideration associated with the acquisitions of Lucas, Pagefield and TrailRunner, as well as the payout of contingent consideration to KP.

Gain on bargain purchase

Gain on bargain purchase comprises the difference between the fair value of the net identifiable assets acquired and the purchase price paid, where the purchase price is lower than the fair value of the acquired assets. Gain on bargain purchase decreased to zero for both the three and six months ended June 30, 2025, compared to $2.5 million for both the three and six months ended June 30, 2024, which was associated with the 2024 acquisition of Lucas.

Interest expense

Interest expense represents the interest expense incurred under our Bank Credit Facilities (as defined below), comprising cash interest amounts and debt discount amortization amounts. For a description of the Bank Credit Facilities, see “—Liquidity and Capital Resources—Financial Obligations,” below and Note 10 - Notes Payable to our consolidated financial statements. Interest expense increased by 134.4% and 150.8% for the three and six months ended June 30, 2025, to $0.9 and $1.5 million, compared to $0.4 and $0.6 million for the three and six months ended June 30, 2024, reflecting interest on increased principal amounts, associated with the new Facilities in 2025.

Comparison of the Fiscal Years Ended December 31, 2024 and December 31, 2023

Results of Operations for the Fiscal Year Ended December 31, 2024 and the Fiscal Year Ended December 31, 2023

The table below presents our audited results of operations for the years ended December 31, 2024 and 2023:


	For the year ended
	2024		2023
	($ thousands)
Revenue	$	149,563	$	134,986
Operating expenses:
Salaries and other personnel costs	126,640		111,567
Office and other direct costs	5,651		5,064
Cost of services	132,291		116,631
General and administrative	26,837		23,443
Mergers and acquisitions expense	2,434		308
Depreciation and amortization expense	4,245		3,529
Change in fair value of contingent consideration	1,910		1,711
Total operating expenses	167,716		145,622
Loss from operations	(18,152)		(10,636)
Gain on bargain purchase	2,464		4,836
Interest income	177		18
Interest expense	(1,900)		(959)
Net loss before income taxes	(17,412)		(6,741)
Income tax expense	6,545		7,503
Net loss	$	(23,957)	$	(14,244)

Revenue

The components of fluctuations in revenue by reportable segment for the year ended December 31, 2024, compared to the year ended December 31, 2023, were as follows:


	December 31, 2023		2024 Revenue from Acquisitions		2024 Organic revenue		December 31, 2024		Organic Revenue Growth(1)		Total Growth
	($ thousands)
Government Relations Consulting	$	95,477	$	3,474	$	98,990	$	102,464	3.7	%	7.3	%
Corporate Communications & Public Affairs Consulting	32,257		5,768		30,637		36,405		(5.0)	%	12.9	%
Compliance and Insights Services	7,253		1,738		8,956		10,694		23.5	%	47.4	%
Total	$	134,986	$	10,980	$	138,583	$	149,563	2.7	%	10.8	%

__________________

(1)Refer to the Non-GAAP Financial Measures section below for our definition of Organic Revenue Growth.

Our total revenue increased 10.8%, to $149.6 million for the year ended December 31, 2024, compared to $135.0 million for the year ended December 31, 2023, with Organic Revenue Growth contributing 2.7% of growth, reflecting sustained client retention (with average renewal rates across all our business lines of approximately 78.3% in 2024) and increases in key client spend, with the number of clients spending more than $100,000 in the year increasing by 15.0% over 2023, to 503 clients, and the number of clients spending more than $250,000 increasing by 16.0% over 2023, to 137 clients. The balance of revenue growth was driven by accretive acquisitions of Lucas, Pagefield and MultiState, whose revenues were consolidated in our 2024 results but not (or, in the case of MultiState, not for the full year) in our 2023 results.

Our Government Relations Consulting segment’s revenue increased by 7.3%, to $102.5 million in the year ended December 31, 2024, compared to $95.5 million in the year ended December 31, 2023, reflecting Organic Revenue Growth of 3.7%, driven by robust demand for regulatory and legislative support. The remaining growth was driven by the acquisitions of Pagefield and MultiState.

Our Corporate Communications & Public Affairs Consulting segment’s revenue increased by 12.9%, to $36.4 million in the year ended December 31, 2024, compared to $32.3 million in the year ended December 31, 2023. Organically, revenue declined by 5.0%, a consequence of pending elections impacting client project spend in the first half of 2024. In the second half of 2024, Organic Revenue Growth in the segment returned at 3.9% as project work rebounded with clients responding to clearer political direction. The remaining growth was driven by the acquisitions of Lucas and Pagefield.

Our Compliance and Insights Services segment’s revenue grew strongly (albeit from a lower base), by 47.4%, to $10.7 million in the year ended December 31, 2024, compared to $7.3 million in the year ended December 31, 2023, reflecting Organic Revenue Growth of 23.5%, driven by increasing demand for specialized services, including compliance, grant writing, and research-driven policy insights. This growth also reflects the results from the acquisition of MultiState.

For the year ended December 31, 2024, we generated $4.0 million, or 2.7% of our revenue, outside of the US, reflecting the acquisition of Pagefield, based in the UK, in June 2024. In 2024, 97.3% of our revenue was denominated in US dollars, compared to 100.0% in 2023. With non-US dollar denominated operations, in future periods, we intend to report growth numbers on a constant currency basis in addition to the reported basis. For 2024, the difference between “constant currency” and actually reported was negligible and therefore not explicitly illustrated.

Cost of Services

compensation expense, benefits and bonuses of employees from operations that deliver services to our clients. Employee bonus amounts represent annual bonus payments paid as compensation for services to senior executives and employees based on our performance, the relative performance of the member company and the individual. Salaries and other personnel cost increased by 13.5%, or $15.0 million, in the year ended December 31, 2024, to $126.6 million, compared to $111.6 million for the year ended December 31, 2023, driven by targeted hiring in tandem with revenue growth across all three segments in addition to the acquisitions of MultiState, Pagefield and Lucas. Personnel costs for the Government Relations Consulting segment increased by $5.4 million, of which $1.7 million was the result of the acquisitions of Pagefield and MultiState and $3.7 million arose from increases in line with revenue as well as investments in our workforce at Alpine. Furthermore, the Corporate Communications & Public Affairs Consulting segment incurred an increase of $3.4 million in personnel costs which primarily reflects the acquisition of Lucas and Pagefield as well as the set-up of Concordant. Additionally, there was a $5.3 million increase in post-combination compensation expense relating to the Company’s business acquisitions with the increase driven by acquisitions made in 2023 recording only a partial year of compensation expense within 2023 and a full year of expense in 2024 in addition to the new compensation expense associated with the 2024 business acquisitions recorded in 2024.

Office and other direct costs represent our other component of cost of services. Its principal component includes operating lease expense for premises leased by our member companies. Office and other direct costs increased by 11.6% in the year ended December 31, 2024, to $5.7 million, compared to $5.1 million for the year ended December 31, 2023, reflecting the addition of new office spaces associated with the acquisitions of Lucas, Pagefield and MultiState.

The table below presents the components of cost of services for the years ended December 31, 2024 and 2023:


	For the year ended
	2024		2023
	($ thousands)
Salaries and other personnel costs
Personnel cost	$	85,078	$	76,850
Long-term incentive program charges	3,328		1,270
Share-based accounting charge	26,636		27,152
Post-combination compensation charge	11,599		6,295
	126,640		111,567
Office and other direct costs
Amortization developed software	563		469
Occupancy expense	5,088		4,595
	5,651		5,064
Cost of services	$	132,291	$	116,631

General and administrative expenses

General and administrative expenses’ principal components are comprised of general and administrative expenses, employee salaries, share-based accounting charges, long-term incentive program charges, post-combination compensation expense, benefits and bonuses of employees employed in our corporate function. General and administrative expenses increased by 14.5% in the year ended December 31, 2024, to $26.8 million, compared to $23.4 million for the year ended December 31, 2023, reflecting investments in our holding company, a $1.0 million increase in costs of advisors and auditors, and additional costs of $1.4 million associated with acquired businesses. Additionally, the share-based accounting charge increased by $1.4 million in 2024 due the accelerated vesting of retained 2021 pre-UK IPO shares for a single executive upon retirement from the corporate function of the Company.

The table below presents the components of general and administrative expenses for the years ended December 31, 2024 and 2023:


	For the year ended
	2024		2023
	($ thousands)
Personnel cost	$	7,122	$	7,111
General and administrative expenses	13,227		10,621
Occupancy expense	486		432
Long term incentive program charges	834		1,526
Share-based accounting charge	5,168		3,752
General and administrative	$	26,837	$	23,443

Mergers and acquisitions expense

The principal components of mergers and acquisitions expense include legal, accounting and other advisory expenses, as well as UK stamp duty and debt origination costs. Mergers and acquisitions expense increased by 689.8% in the year ended December 31, 2024, to $2.4 million, compared to $0.3 million for the year ended December 31, 2023, reflecting the costs associated with the acquisitions of Lucas and Pagefield, the latter representing our first ex-US acquisition. The mergers and acquisitions expense in the year ended December 31, 2024, includes $0.7 million in debt origination costs and $0.1 million in UK stamp duty.

Depreciation and amortization expense

The principal components of depreciation and amortization expense include the amortization of intangible assets relating to customer relationships and non-compete contracts. Depreciation and amortization expense increased by 20.3% in the year ended December 31, 2024, to $4.2 million, compared to $3.5 million for the year ended December 31, 2023, reflecting additional costs associated with the acquisitions of Lucas, Pagefield and MultiState. Depreciation and amortization expense includes depreciation of, $0.1 million reflected depreciation expense in the year ended December 31, 2024, compared to $0.1 million in the year ended December 31, 2023.

Change in fair value of contingent consideration

Change in fair value of contingent consideration represents changes in the fair value of contingent consideration obligations relating to historical acquisitions. The contingent consideration liability is settled through a combination of cash and shares of our Common Stock based on each respective purchase agreement, and the amount ultimately paid is dependent on the achievement of certain operating results. Change in fair value of contingent consideration increased by 11.6% in the year ended December 31, 2024, to $1.9 million, compared to $1.7 million for the year ended December 31, 2023, reflecting change in the fair value of contingent consideration relating to our post-UK IPO business acquisitions.

Gain on bargain purchase

Gain on bargain purchase comprises the difference between the fair value of the net identifiable assets acquired and the purchase price paid, where the purchase price is lower than the fair value of the acquired assets. Gain on bargain purchase decreased by 49.0% in the year ended December 31, 2024, to $2.5 million, compared to $4.8 million for the year ended December 31, 2023, and was associated with the acquisition of Lucas.

Interest income

Interest income was immaterial for the years ended December 31, 2024 and 2023.

Interest expense

Interest expense represents the interest expense incurred under our Bank Credit Facilities (as defined below), comprising cash interest amounts and debt discount amortization amounts. For a description of the Bank Credit Facilities, see “—Liquidity and Capital Resources—Contractual Commitments and Contingencies—Financial Obligations,” below and Note 5 to our consolidated financial statements. Interest expense increased by 98.2% in the year ended December 31, 2024, to $1.9 million, compared to $1.0 million for the year ended December 31, 2023, reflecting interest on increased principal amounts, associated with the drawdowns in 2024.

Non-GAAP Financial Measures

Our management uses a variety of financial and operating metrics to analyze our performance. These metrics are significant factors in assessing our operating results and profitability. These financial and operating metrics include Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBITDA Incl. M&A expense, Adjusted net income, Adjusted diluted EPS, Organic Revenue Growth, Adjusted Free Cash Flow, Principal Cash Sources and Principal Cash Uses which are financial measures not recognized under US GAAP. These non-GAAP financial measures are used by management to measure our operating performance, but may not be directly comparable to similar measures, such as EBITDA or Adjusted EBITDA, relied on or reported by other companies, including other companies in our industry. We believe excluding items that neither relate to the ordinary course of business nor reflect our underlying business operating performance, such as equity-based compensation, the amortization of acquired intangible assets, acquisition-related post-combination compensation and contingent consideration, gains on bargain purchase price, interest and tax enables meaningful period-to-period comparisons of our operating performance. We also use these non-GAAP financial measures when publicly providing our business outlook, for internal management purposes, and as a basis for evaluating potential acquisitions and dispositions.

We believe that the exclusion of equity-based compensation expense such as stock options, restricted stock awards, restricted stock units and equity-based compensation related to retained pre-UK IPO shares granted in relation to our listing on the London Stock Exchange, is appropriate because it eliminates the impact of non-cash expenses for equity-based compensation costs that are based upon valuation methodologies and assumptions that can vary significantly over time due to factors that are (i) unrelated to our core operating performance, and (ii) can be outside of our control. Although we exclude equity-based compensation expenses from our non-GAAP measures, equity compensation has been, and will continue to be, an important part of our future compensation strategy and a significant component of our future expenses that may increase in future periods. Additionally, we believe the exclusion of compensation expense related to share appreciation rights, which are cash settled, is unrelated to our core operating performance in addition to the fact that share appreciation rights are no longer part of our compensation plans going forward.

We define Adjusted EBITDA, which is a non-GAAP financial measure, as consolidated net loss before depreciation, interest income, interest expense, income tax expense, mergers and acquisitions (“M&A”) expenses long-term incentive program charges, share-based accounting charges, post-combination compensation charges, change in fair value of contingent consideration, gain on bargain purchase price net of deferred taxes and amortization of intangible assets. We believe that these non-GAAP financial measures, when considered together with our GAAP financial results and GAAP financial measures, provide management and investors with a more complete understanding of our operating results, including underlying trends. While our Adjusted EBITDA may not be directly comparable to the EBITDA or other measures used by others, we believe it helps provide a clearer picture of the underlying performance of the business by removing certain expenses tied to specific historical acquisitions, including post-combination compensation charges, as well as non-cash charges such as depreciation and amortization of intangibles. Additionally, we believe that Adjusted EBITDA provides investors and management with operating results that reflect our core operating activity of serving clients by removing the highly variable M&A costs expenditure.

We use Adjusted Net Income for the purpose of calculating Adjusted Earnings per Diluted Share (“Adjusted diluted EPS”). Management uses Adjusted diluted EPS to assess our total group operating performance on a consistent basis. We define Adjusted Net Income as net income excluding the impact of long-term incentive program charges, share-based accounting charges, post-combination compensation charges, change in fair value of

contingent consideration, gain on bargain purchase price net of deferred taxes and amortization of intangible assets. We believe that these non-GAAP financial measures, when considered together with our GAAP financial results and GAAP financial measures, provide management and investors with a clearer picture of our underlying business operating results.

We define Adjusted Free Cash Flow, which is a non-GAAP financial measure, as net cash provided by operating activities less cash payments for purchases of property and equipment and less acquisition-related payouts classified in operating cash flows, specifically changes in prepaid post-combination payments, changes in other liability (liability classified earnout obligations) and changes in contingent consideration. We believe this non-GAAP financial measure, when considered together with our GAAP financial results, provides management and investors with useful supplemental information on our ability to generate cash for ongoing business operations and capital deployment.

Principal Cash Sources and Principal Cash Uses are Non-GAAP liquidity measures. Principal Cash Sources is defined as net cash provided by operating activities excluding changes in items related to acquisition payments. Principal Cash Uses comprise of capital expenditure, changes in amounts owed to/from related parties, dividends paid and acquisition payments to sellers. This presentation reflects the metrics used by us to assess our sources and uses of cash and was derived from our consolidated statement of cash flows. We believe that this presentation is meaningful to understand the primary sources and uses of our cash flow and the effect on our cash and cash equivalents. Non-GAAP liquidity measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with US. GAAP. Non-GAAP liquidity measures as reported by us may not be comparable to similarly titled amounts reported by other companies. Additional information regarding our cash flows can be found in our consolidated statement of cash flows in the consolidated financial statements.

We define Net Cash (Debt) as total unrestricted cash and cash equivalents less the total principal amount of debt outstanding. The total principal amount of debt outstanding is comprised of the long-term debt and current maturities of long-term debt as presented in our consolidated balance sheets adding back any debt issuance costs. We believe that the presentation of Net Cash (Debt) provides useful information to investors because our management reviews Net Cash (Debt) as part of our oversight of overall liquidity, financial flexibility and leverage.

We define Organic Revenue Growth as the year-over-year revenue growth excluding revenues from acquired businesses for the first twelve months following the date of acquisition. For purposes of this calculation, the revenue of an acquired business is classified as acquired revenue and excluded from Organic Revenue Growth until the thirteenth month following the acquisition date. Beginning in the thirteenth month, the revenue from that acquisition is included in the Organic Revenue Growth comparison against the corresponding prior-year period. This approach ensures comparability by aligning revenue bases year-over-year and isolating the performance of our ongoing operations. We believe that Organic Revenue Growth is a useful supplemental metric for investors and management, as it provides a clearer view of underlying revenue trends excluding the impact of acquisition-related growth.

Executive Highlights

The table below presents the revenue, its growth, and other financial performance measures over the period from 2018-2024. Results for the period 2018 -2022 provides supplemental financial information prior to our initial registration with the SEC:


	2018		2019		2020		2021		2022		2023		2024		Six months ended June 2025		CAGR 2018-2024
Revenue ($m)	33.8		55.5		77.4		99.3		108.8		135.0		149.6		87.9		28.1	%
Revenue growth (period-over-period)	28.0	%	64.2	%	39.5	%	28.3	%	9.6	%	24.1	%	10.8	%	23.6	%
Organic Revenue Growth (period-over-period)	25.3	%	32.5	%	8.3	%	24.4	%	6.7	%	2.0	%	2.7	%	7.6	%
Net loss ($m)									(15.0)		(14.2)		(24.0)		(16.3)
Adjusted EBITDA ($m)(1)									31.5		35.4		38.6		21.4
Net loss margin									(13.8)	%	(10.6)	%	(16.0)	%	(18.6)	%
Adjusted EBITDA margin									29.0	%	26.2	%	25.8	%	24.4	%
Top 10 clients as % of total revenue	25.9	%	17.9	%	12.3	%	14.7	%	11.0	%	10.8	%	8.7	%	9.4	%

__________________

(1)We have presented Adjusted EBITDA from 2022 onwards only as, prior to 2022, the Company was formed as a partnership with profits being distributed to the partners.

The tables below set out the non-GAAP financial measures used by our management together, in each case, with the nearest comparable measure under US GAAP.


	For the three months ended June 30,
	2025			2024			% Change
$ thousands, except per share amounts
Revenue	$	48,588		$	36,502		33.1	%
Net loss	(5,730)			(5,166)			(10.9)	%
Net loss margin	(11.8		%)	(14.2		%)	2.4pts
Adjusted EBITDA	12,831			10,836			18.4	%
Adjusted EBITDA margin	26.4		%	29.7		%	(3.3)pts
Adjusted Net Income	11,885			6,647			78.8	%
Net loss per share, basic and diluted	$	(0.44)		$	(0.78)		44.2	%
Adjusted EPS, diluted	$	0.45		$	0.27		67.8	%
Dividend per share	$	0.235		$	0.485
Net cash provided by operating activities	1,662			4,241
Adjusted Free Cash Flow	11,473			8,908
Cash and cash equivalents at end of period	9,792			5,468
Net Debt at end of period	$	(42,226)		$	(28,294)

Highlights from the three months ended June 30, 2025, include the following:

•Revenue increased 33.1% to $48.6 million in the tree months ended June 30, 2025 from $36.5 million for the three months ended June 30, 2024, with Organic Revenue Growth contributing 10.3%.

•GAAP Net losses increased 10.9%, or $0.6 million, to $(5.7) million in the three months ended June 30, 2025 from $(5.2) million in the three months ended June 30, 2024, due to a $3.1 million increase in general

and administrative expense largely driven by the acquisition of Lucas, Pagefield and TrailRunner; and a $2.4 million reduction to gain on bargain purchase price compared to the previous period.

•Adjusted EBITDA increased 18.4% to $12.8 million in the three months ended June 30, 2025 from $10.8 million in the three months ended June 30, 2024, this achieved at a 26.4% Adjusted EBITDA margin.

•Adjusted Net Income increased 78.8% to $11.9 million for the three months ended June 30, 2025 from $6.6 million in the three months ended June 30, 2024 driven by the increase in Adjusted EBITDA, a more favorable effective tax rate and partly offset by an increase in finance costs.

•Cash flow from operations decreased by $2.7 million while Adjusted Free Cash Flow increased by 28.8% to $11.5 million in the three months ended June 30, 2025 from $8.9 million in the three months ended June 30, 2024.


	For the six months ended June 30,
	2025			2024			% Change
$ thousands, except per share amounts
Revenue	$	87,899		$	71,134		23.6	%
Net loss	(16,346)			(10,581)			(54.5)	%
Net loss margin	(18.6		%)	(14.9		%)	(3.7)pts
Adjusted EBITDA	21,446			18,798			14.1	%
Adjusted EBITDA margin	24.4		%	26.4		%	(2.0)pts
Adjusted Net Income	15,551			12,971			19.9	%
Net loss per share, basic and diluted	$	(1.06)		$	(1.21)		12.2	%
Adjusted EPS, diluted	$	0.60		$	0.53		13.0	%
Dividend per share	$	0.235		$	0.485
Net cash provided by operating activities	449			141
Adjusted Free Cash Flow	11,660			5,826
Cash and cash equivalents at end of period	9,792			5,468
Net Debt at end of period	(42,226)			(28,294)

Highlights from the six months ended June 30, 2025, include the following:

•Revenue increased 23.6% to $87.9 million in 2025H1 from $71.1 million in 2024H1, with Organic Revenue Growth contributing 7.6%.

•GAAP Net losses increased 54.5%, or $5.8 million, to $(16.3) million in 2025H1 from $(10.6) million in 2024H1, due to a $ 4.4 million increase in general and administrative expense largely driven by the acquisition of Lucas, Pagefield and TrailRunner; and a $2.4 million reduction to gain on bargain purchase price compared to the previous period.

•Adjusted EBITDA increased 14.1% to $21.4 million in 2025H1 from $18.8 million in 2024H1, this achieved at a 24.4% Adjusted EBITDA margin.

•Adjusted Net Income increased 19.9% to $15.6 million in 2025H1 from $13.0 million in 2024H1 driven by the increase in Adjusted EBITDA, a more favorable effective tax rate and partly offset by an increase in finance costs.

•Cash flow from operations increased by $0.3 million while Adjusted Free Cash Flow increased by 100.1% to $11.7 million in 2025H1 from $5.8 million in 2024H1.

•Debt increased by 54% to $52.1 million in 2025H1 while Net Debt increased to $42.3 million in 2025H1 compared to Net Debt of $28.9 million in 2024H1 which reflects a leverage ratio of 1:1 and the deployment of $24.0 million of new debt into the TrailRunner acquisition on April 1, 2025.

•We announced the earnings-accretive acquisition of Texas-based TrailRunner for initial consideration of $33.0 million in January 2025, comprising $28.1 million in cash and 593,228 shares of our Common Stock. Closing occurred on April 1, 2025. TrailRunner operates with a global team across offices in Texas, New York, Nashville, and Northern California, London, Shanghai, Abu Dhabi, and Dubai. There are additional contingent payments that TrailRunner International, LLC and its international entities (collectively, the “TrailRunner Seller”) can earn up to $37.0 million in the future depending on certain operating results that are achieved.

•On September 10, 2025, we declared an interim dividend for 2025 of $0.023 per outstanding share of Common Stock (or $0.115 per outstanding share of Common Stock after giving retrospective effect to the Reverse Stock Split). This was in line with the updated dividend policy announced in January 2025, which enables the retention of more capital.


	For the year ended December 31,
	2024			2023			Change
$ thousands, except per share amounts
Revenue	149,563			134,986			10.8	%
Net loss	(23,957)			(14,244)			68.2	%
Net loss margin	(16.0)		%	(10.6)		%	-5.4pts
Adjusted EBITDA	38,563			35,376			9.0	%
Adjusted EBITDA margin	25.8		%	26.2		%	-0.4pts
Adjusted Net Income	27,724			26,505			4.6	%
Net loss per share, basic and diluted	$	(2.34)		$	(2.52)		(7.1)	%
Adjusted diluted EPS	$	2.07		$	2.84		-2.2	%
Dividend per share	$	0.47		$	0.72
Net cash provided by operating activities	16,402			10,235
Adjusted Free Cash Flow	22,237			21,370
Cash and cash equivalents at end of period	14,536			14,341
Net (Debt)/Cash at period-end	(17,509)			3,400

Highlights from the year ended December 31, 2024 include the following:

•Revenue increased 10.8% to $149.6 million in 2024 from $135.0 million in 2023, with Organic Revenue Growth contributing 3.7%.

•GAAP Net losses increased 68.2%, or $9.8 million, to $24.0 million in 2024 from $14.2 million, due to a $3.4 million increase in general and administrative expense largely driven by the acquisition of Lucas, MultiState and Pagefield; a $2.1 million increase in M&A costs and a $2.4 million reduction to gain on bargain purchase price compared to the previous period.

•Adjusted EBITDA increased 9.0% to $38.6 million in 2024 from $35.4 million in 2023, this achieved at a 25.8% Adjusted EBITDA margin.

•Adjusted Net Income increased 4.6% to $27.7 million in 2024 from $26.5 million in 2023 driven by the increase in Adjusted EBITDA, a more favorable effective tax rate and partly offset by an increase in finance costs.

•Adjusted EBITDA in 2024 was impacted by $1.1 million of one-time start-up costs (including engagement of consultants and marketing expense in connection with brand launch) related to Concordant.

•Our balance sheet remains robust, underpinned by strong GAAP cash flow from operations which increased by $6.2 million. Further, Adjusted Free Cash Flow which increased by 3.7% to $22.2 million

from $21.4 million in 2023, enabling strategic progress via organic investment and earnings-enhancing M&A.

•Debt increased by 192.9% to $32.0 million in 2024 while Net Debt increased to $17.5 million compared to Net Cash of $3.4 million in 2023 which reflects a leverage ratio of 1:1 and the deployment of $25.0 million of new debt into two earnings-accretive acquisitions in the year ended December 31, 2024.

The tables below sets forth a reconciliation of Adjusted EBITDA and Adjusted EBITDA margin to net loss and net loss margin.


	($ in thousands, except percentages)
	Three months ended June 30,						Six months ended June 30,						Years ended December 31,
	2025			2024			2025			2024			2024			2023			2022
Net loss	$	(5,730)		$	(5,166)		$	(16,346)		$	(10,581)		$	(23,957)		$	(14,244)		$	(15,009)
Net loss margin	(11.8)		%	(14.2)		%	(18.6)		%	(14.9)		%	(16.0)		%	(10.6		%)	(13.8		%)
Adjustments:
Interest income	(29)			(98)			(62)			(98)			(177)			(18)			(13)
Interest expense	865			369			1,500			598			1,900			959			17
Income tax expense	(24)			2,486			4,088			3,707			6,545			7,503			7,798
Depreciation and amortization	1,718			1,130			3,049			2,138			4,807			3,998			2,229
EBITDA	(3,201)			(1,279)			(7,771)			(4,237)			(10,882)			(1,802)			(4,978)
Long-term incentive program charges	1,528			845			2,651			1,363			4,162			2,796			318
Share-based accounting charge	7,394			7,597			14,838			15,194			31,804			30,904			33,392
Post-combination compensation charge	5,336			2,992			8,776			5,121			11,599			6,295			2,441
Change in fair value of contingent consideration	1,693			1,636			2,676			2,264			1,910			1,711			—
Gain on bargain purchase, net of deferred taxes	—			(2,356)			—			(2,464)			(2,464)			(4,836)			—
Adjusted EBITDA incl. M&A expenses	12,749			9,435			21,170			17,241			36,129			35,068			31,173
M&A Expenses	82			1,401			276			1,557			2,434			308			311
Adjusted EBITDA	$	12,831		$	10,836		$	21,446		$	18,798		$	38,563		$	35,376		$	31,484
Adjusted EBITDA margin	26.4		%	29.7		%	24.4		%	26.4		%	25.8		%	26.2		%	28.9		%

Depreciation and Amortization of $4.8 million in the year ended December 31, 2024, (FY2023: $4.0 million) includes non-cash amortization charges of $4.7 million (FY2023: $3.9 million) relating to the amortization of acquired customer relationships, developed technology, and non-compete agreements. Depreciation and amortization expense for the three and six months ended June 30, 2025 of $1.7 and $3.0 million, respectively, compared to $1.1 and $2.1 million for the three and six months ended June 30, 2024, respectively. This increase was primarily driven by non-cash amortization charges of $2.9 million in 2025, compared to $2.0 million in 2024, related to acquired intangible assets including customer relationships, developed technology, and non-compete agreements.

Long-term incentive program charges relate to the Omnibus Incentive Plan (as defined below) under which options, stock appreciation rights, restricted stock units and restricted stock awards have been granted. The amortization of the fair value of share-based awards is recorded as an expense in the statement of operations with a portion recorded to salaries and other personnel costs within cost of services and a portion recorded to general and administrative costs.

Share-based accounting charges relate to the pre-UK IPO shares retained by our executives at the time of the London Stock Exchange IPO in 2021, governed by their new Executive Employment Agreements entered into in 2021. Under these new Employment Agreements, the retained shares were made subject to a new vesting arrangement, and will vest in equal installments over five years, provided the executive remains employed. We record a share-based accounting charge for each vesting period, with the final charge to be recorded in the year

ending December 31, 2026. The expense is recorded to cost of services or general and administrative expense depending on the role of the executive. These charges are distinct from normal personnel costs because these charges are uniquely tied to the vesting agreements at the time of the 2021 UK IPO, and do not represent a cash outflow of the Company.

Post-combination expense arises from certain acquisitions that have been completed since the UK IPO in 2021. In order to protect the interests of the Company, to a certain extent the cash and shares paid and payable as part of these transactions are made subject to vesting schedules that require continued employment. The addition of these provisions to purchase price paid and payable for an acquired business creates a post-combination compensation charge in accordance with accounting guidance under US GAAP (Accounting Standards Codification 805-10-55-25). These charges are distinct from normal personnel costs because (i) these payments are directly tied to the acquisition of the respective company and prescribed within such purchase agreements (ii) these payments are incremental to the market rate compensation packages afforded to the same recipients (iii) the post-combination compensation is limited in time to the earnout period agreed at the point of acquisition of a company, and will no longer be an expense after the expiration of that earnout.

Change in fair value of contingent consideration arises from the remeasurement of contingent consideration relating to the business acquisitions of the Company. We exclude these costs, or gains, from calculating non-GAAP measures because (i) they are based upon valuation methodologies and assumptions that vary over time and are outside of our control and thus are unrelated to our core operating performance.

Gain on bargain purchase, net of deferred taxes as a non-cash gain, has been excluded from the calculation of non-GAAP measures.

M&A costs are comprised of costs incurred around the time of a transaction, such as legal and professional fees, debt origination costs, and transaction-related taxes, directly incurred as a result of acquisitions. The exclusion of merger and acquisition-related costs provides investors with a clearer understanding of our core operating performance, as these costs are unrelated to our efforts to serve our clients and can vary significantly from period-to-period depending on the timing, size, and complexity of transactions, which can distort comparability of financial results over time.

EPS and Adjusted EPS diluted for the three and six months ended June 30, 2025 and June 30, 2024, were as follows:


	($ in thousands, except per share amounts)
	Three months ended June 30,
	2025						2024
	GAAP		Adjustments(1)		Non-GAAP		GAAP		Adjustments(1)		Non-GAAP
Net loss and Adjusted Net Income	$	(5,730)	$	17,616	$	11,885	$	(5,166)	$	11,813	$	6,647
Adjustments to Net Income
Amortization of intangible assets			1,665						1,099
Share-based accounting charge			7,394						7,597
Post-combination compensation charge			5,336						2,992
Change in fair value of contingent consideration			1,693						1,636
Long-term incentive program expense			1,528						845
Gain on bargain purchase price			—						(2,356)
			$	17,616					$	11,813
Weighted average number of shares outstanding
–Common Shares	17,183,129				17,183,129		13,006,632				13,006,632
–Fully Diluted	26,172,828				26,172,828		24,562,935				24,562,935
Earnings per share (EPS, $), based on
–Common Shares	$	(0.44)			$	0.69	$	(0.78)			$	0.51
–Fully Diluted (Adjusted EPS, diluted)					$	0.45					$	0.27


	($ in thousands, except per share amounts)
	Six months ended June 30,
	2025						2024
	GAAP		Adjustments(1)		Non-GAAP		GAAP		Adjustments		Non-GAAP
Net loss and Adjusted Net Income	$	(16,346)	$	31,897	$	15,551	$	(10,581)	$	23,553	$	12,972
Adjustments to Net Income
Amortization of intangible assets			2,956						2,075
Share-based accounting charge			14,838						15,194
Post-combination compensation charge			8,776						5,121
Change in fair value of contingent consideration			2,676						2,264
Long-term incentive program expense			2,651						1,363
Gain on bargain purchase price			-						(2,464)
			$	31,897					$	23,553
Weighted average number of shares outstanding
–Common Shares	17,044,164				17,044,164		12,860,164				12,860,164
–Fully Diluted	25,838,782				25,838,782		24,345,430				24,345,430
Earnings per share (EPS, $), based on
–Common Shares	$	(1.06)			$	0.91	$	(1.21)			$	1.01
–Fully Diluted (Adjusted EPS, diluted)					$	0.60					$	0.53

EPS and Adjusted diluted EPS for the year ended December 31, 2024, were as follows:


	$ thousands, except per share amounts
	GAAP		Adjustments(1)		Non-GAAP
Net income and Adjusted Net Income	$	(23,957)	$	51,681	$	27,724

Adjustments to Net Income
Amortization of intangible assets			4,671
Share-based accounting charge			31,804
Post-combination compensation charge			11,599
Change in fair value of contingent consideration			1,910
Long-term incentive program expense			4,162
Gain on bargain purchase price			(2,464)
			$	51,681

Weighted average number of shares outstanding
- Common Shares	13,409,160				13,409,160
- Fully Diluted					24,954,426

Earnings per share (EPS, $), based on
- Common Shares	$	(2.34)			$	2.07
- Fully Diluted (Adjusted diluted EPS)					$	1.11

__________________

(1)Table may not sum due to immaterial rounding differences

EPS and Adjusted diluted EPS for the year ended December 31, 2023, were as follows:


	$ thousands, except per share amounts
	GAAP		Adjustments		Non-GAAP
Net income and adjusted net income	$	(14,244)	$	40,749	$	26,505

Adjustments to Net Income
Amortization of intangible assets			3,879
Share-based accounting charge			30,904
Post-combination compensation charge			6,295
Change in fair value of contingent consideration			1,711
Long-term incentive program expense			2,796
Gain on bargain purchase price			(4,836)
			$	40,749

Weighted average number of shares outstanding
- Common Shares	9,325,231				9,325,231
- Fully Diluted					23,338,553

Earnings per share (EPS, $), based on
- Common Shares	$	(2.52)			$	2.84
- Fully Diluted (Adjusted diluted EPS)					$	1.14

The tables below sets forth a reconciliation of Adjusted Free Cash Flow to net cash provided by operating activities.


	For the six months ended June 30,
	2025		2024
	$ thousands, except where indicated
Net cash provided by operating activities	$	449	$	141
Prepaid post-combination expense	10,306		4,440
Change in other liability	996		982
Change in contingent consideration	3		269
Capex	(93)		(5)
Adjusted Free Cash Flow	$	11,660	$	5,826


	For the year ended December 31,
	2024		2023
	($ in thousands)
Net cash provided by operating activities	$	16,402	$	10,234
Prepaid post-combination expense	4,640		9,504
Change in other liability	982		1,822
Change in contingent consideration	269		43
Capex	(56)		(233)
Adjusted Free Cash Flow	$	22,237	$	21,370

The tables below sets forth a reconciliation of cash and cash equivalents at period-end to net debt at period-end.


	June 30, 2025 (Unaudited)		December 31, 2024
	($ in thousands)
Cash and cash equivalents as of end of period	$	9,792	$	14,536
Notes payable, long-term, net	(43,921)		(26,014)
Notes payable, current portion, net	(8,098)		(6,031)
Net debt at period-end	$	(42,226)	$	(17,509)


	For the year ended December 31,
	2024		2023
	($ in thousands)
Cash and cash equivalents as of end of period	$	14,536	$	14,341
Notes payable, long-term, net	26,014		7,571
Notes payable, current portion, net	6,031		3,370
Net debt at period-end	$	(17,509)	$	3,400

Segment Results of Operations

We have three reportable segments as of June 30, 2025: Government Relations Consulting, Corporate Communications & Public Affairs Consulting and Compliance and Insights Services. The results of operations of our segments are as follows:


	For the three months ended June 30,						For the six months ended June 30,
	2025		2024		Change		2025		2024		Change
	($ in thousands)
Government Relations Consulting
Revenue	$	27,301	$	25,500	$	1,801	$	53,465	$	50,329	$	3,136
Staff costs	12,297		11,662		636		24,898		23,271		1,627
Non-staff costs	2,259		1,965		293		4,325		3,921		404
Segment Adjusted Pre-Bonus EBITDA	12,745		11,873		872		24,242		23,137		1,105

Corporate Communications & Public Affairs Consulting
Revenue	18,144		8,336		9,808		28,156		15,537		12,619
Staff costs	10,408		5,943		4,465		16,728		10,941		5,786
Non-staff costs	2,731		1,448		1,283		4,186		2,750		1,436
Segment Adjusted Pre-Bonus EBITDA	5,005		945		4,060		7,243		1,846		5,397

Compliance and Insights Services
Revenue	3,143		2,667		476		6,277		5,267		1,010
Staff costs	1,264		1,206		58		2,586		2,400		187
Non-staff costs	147		150		(3)		286		312		(25)
Segment Adjusted Pre-Bonus EBITDA	1,732		1,311		421		3,405		2,556		849

Unallocated bonus expense	(3,745)		(393)		(3,352)		(6,883)		(3,394)		(3,489)
Unallocated corporate costs	(2,966)		(4,301)		1,335		(6,815)		(6,904)		89
Adjusted EBITDA incl. M&A expense	12,772		9,435		3,337		21,192		17,241		3,951
M&A Expenses	82		1,401		(1,319)		276		1,557		(1,281)
Adjusted EBITDA	$	12,854	$	10,836	$	2,018	$	21,468	$	18,798	$	2,670

The personnel costs for the three and six months ended June 30, 2025 for the Government Relations Consulting segment increased by $0.6 and $1.6 million, respectively, of which $0.9 million was the result of the acquisitions of Pagefield and $0.7 million arose from increases in line with revenue. Furthermore, for the three and six months ended June 30, 2025, the personnel costs for the Corporate Communications & Public Affairs Consulting segment increased $4.5 and $5.8 million, respectively, which primarily reflects the acquisition of Lucas, Pagefield and TrailRunner. Additionally, there was a $0.4 million increase in post-combination compensation expense relating to the acquisitions of Lucas, Pagefield and TrailRunner.

Government Relations Consulting Segment Adjusted Pre-Bonus EBITDA increased by $0.9 and $1.1 million, or 7.3% and 4.8%, for the three and six months ended June 30, 2025, respectively, arising from the acquisition of Pagefield as well as organic growth, offset by associated staff costs increases.

Corporate Communications & Public Affair Consulting Segment Adjusted Pre-Bonus EBITDA increased by $4.1 and $5.4 million or 429.7% and 292.4% for the three and six months ended June 30, 2025, respectively, with an increase in business from the acquisitions of Pagefield, Lucas and TrailRunner, further amplified by organic growth in the remaining businesses.

Compliance and Insights Services Segment Adjusted Pre-Bonus EBITDA increased by $0.4 and $0.8 million, or 32.1% and 33.2%, for the three and six months ended June 30, 2025, respectively. The underlying business lines continued to perform well, and benefited from improving margins due to revenue growth in combination with extensive use of technology.

We have three reportable segments as of December 31, 2024, Government Relations Consulting, Corporate Communications & Public Affairs Consulting and Compliance and Insights Services. The results of operations of our segments are as follows:


	For the year ended December 31,
	2024		2023		Change
	($ thousands)
Government Relations Consulting
Revenue	$	102,464	$	95,477	$	6,987
Staff costs	47,342		41,963		5,379
Non-staff costs	8,173		7,594		579
Segment Adjusted Pre-Bonus EBITDA	46,950		45,919		1,029

Corporate Communications & Public Affairs Consulting
Revenue	36,405		32,257		4,148
Staff costs	23,419		19,990		3,429
Non-staff costs	5,203		3,517		1,686
Segment Adjusted Pre-Bonus EBITDA	7,784		8,750		(966)

Compliance and Insights Services
Revenue	10,694		7,253		3,441
Staff costs	4,893		3,548		1,345
Non-staff costs	703		566		137
Segment Adjusted Pre-Bonus EBITDA	5,098		3,139		1,959

Unallocated bonus expense	10,375		13,178		(2,803)
Unallocated corporate costs	13,328		9,562		3,766
Adjusted EBITDA incl. M&A expense	36,129		35,068		1,061
M&A expense	2,434		308		2,126
Adjusted EBITDA	$	38,563	$	35,376	$	3,187

Government Relations Consulting Segment Adjusted Pre-Bonus EBITDA increased by $1.0 million from the acquisitions of MultiState and Pagefield as well as organic growth, offset by associated staff costs increases as well as a re-investment initiative at Alpine with temporary negative margin impact.

Public Affair Consulting Segment Adjusted Pre-Bonus EBITDA declined by $1.0 million, with an increase in business from the acquisitions of Pagefield and Lucas being offset by a decline in the remaining businesses. This decline primarily arose in the first half of 2024 (also following a decline in the second half of 2023), reflecting a reduction in client project spend. We believe this reduction in project spend in 2023 was primarily driven by economic headwinds (spurred by geopolitical tensions and other factors), while in 2024 this was primarily driven by the pending US elections which traditionally dampen policy communications due to media prices and political uncertainty. In the second half of 2024, Corporate Communications & Public Affairs Consulting resumed its growth.

Compliance and Insights Services Segment Adjusted Pre-Bonus EBITDA increased by $2.0 million primarily driven by the acquisition of MultiState. The underlying business lines continued to perform well, and benefited from improving margins due to revenue growth in combination with extensive use of technology.

Factors Affecting Our Results of Operations

Ongoing changes in policy, regulatory and political activity are driving demand for our services.

The size of the market for government relations services has steadily grown over the past decade. Federal level lobbying increased at a CAGR of over 3.0% between 2014 and 2024. In general, changes in power - and the associated change in agendas – drive a need for clients to interact with government and voter constituencies on

policy matters. In recent years this market growth was driven by historic levels of stimulus and infrastructure spending from the federal government during and immediately after the COVID years, increased focus on state and city lobbying, and active legislative agendas at all government levels. Also following the outcome of the 2025 US elections, we have observed material new business activity in the US driven by evolving US tariff policies, tax policies, antitrust initiatives and an expected move toward deregulation of certain industries. These factors are applicable to all three segments of our group.

The market for public affairs is complementary to that for government relations, and is believed to be larger. While the long-term growth trends for all of these markets are believed to be similar, in the short term. Public affairs is more susceptible to the swings of economic environment and timing of elections.

Since our inception, we have grown our business substantially through strategic acquisitions of other firms in our industry and expect to make additional acquisitions in the future.

Since our founding in 2014, we have acquired multiple businesses, which currently operate as 12 semi-autonomous member companies. Following each successive acquisition, each new member company has been integrated into our corporate structure and its financial position, cash flows and operating results subsequently consolidated in to our accounts and annual financial statements. Our revenue has grown significantly over the period since 2014 in part as a result of such consolidation as well organic growth. In the years ending December 31, 2023 and 2024, we acquired three businesses (MultiState, Lucas and Pagefield); in April 2025, we also completed the acquisition of TrailRunner and in August 2025, we completed the acquisition of Pine Cove. We continue to actively seek to expand our portfolio of member companies internationally with strategically and financially attractive opportunities while adding complementary specializations. We believe that we can substantially grow our revenue in the coming years through a combination of such acquisitions and organic growth. Our ability to grow our revenues through further M&A activity, and to and achieve our desired EBITDA margins, will depend on a number of factors, including the availability of acquisition targets and our ability to negotiate favorable pricing and terms, factors which may in turn be impacted by market conditions, interest rates and the demand for services in our industry.

Limited Exposure to Shifts in Political Power

Since inception, our strategy has been to minimize reliance on the political orientation of the parties that control executive or legislative government bodies. To that end, each of our member companies operates with clients from across the political spectrum irrespective of their party affiliation. In addition, we do not engage in work for political campaigns. This approach is intended to ensure stability in our client base and mitigate the potential impact of changes in political leadership on our business operations.

Relatively low cyclicality of demand for lobbying services helps mitigate greater cyclicality in the public affairs and strategic communications market.

The level and variability of demand for lobbying services varies by industry, and the demand for lobbying services can be impacted by political developments such as proposed legislation affecting a particular industry or group. For example, in a given year, proposed soda taxes may result in increased lobbying expenditure by the beverage industry or legislation affecting federal health care spending or reimbursements could boost lobbying expenditure by the healthcare and pharmaceutical industries. Overall, however, lobbying expenditure appears to be less correlated to the economic cycle, and has shown a relatively modest decline during recent recessions—for example, there was only a ~2% decline in active lobbyist positions during the 2008 recession.

By contrast, corporate allocations to public affairs are more exposed to cyclicality, for example through project-based fees, than government relations. During an economic downturn, clients may be more likely to defer big public affairs projects and trim media spend. Increased public affairs spending in recent years has been driven by several key trends, including more advanced digital engagement capabilities and channels and heightened consumer and brand activism, but there can be no assurance that such trends will continue. We believe that our core lobbying relationships provide a strong foothold giving us access to client decision makers, and we have seen less cyclical variability in our related public affairs revenues than our competitors that do not have integrated lobbying offerings.

There has been recent discussion in the financial press about a heightened risk of recession in the US or other global markets over the next 12 months. While, as noted, we would expect any resulting impact on the demand for our services to be felt primarily in our Corporate Communications & Public Affairs Consulting segment, a prolonged or severe downturn in the US or global economy could negatively impact demand for lobbying and public affairs services and thus our revenues and results of operations.

Digital disruption and AI are likely to continue to affect the needs of our Strategic Communications and Public Affairs clients and the way we do business.

Work in our Government Relations Consulting segment has faced limited digital disruption to its core business model or service offering. Firms still largely operate in a traditional way based on relationships and face-to face interactions (physically or virtually). Digital content, communication and channels have, however, been a significant disruptor to the public relations industry as well as the strategic communications sector and have significantly changed the way that communications and advocacy are delivered. Data analytics knowledge and tools have become increasingly valuable and are more often than not required hiring criteria for agency employees.

Liquidity and Capital Resources

Our primary sources of liquidity have been cash flows from operations and bank borrowings, and our principal uses of cash flows from operations include investment in strategic acquisitions and distributions to our shareholders.

Our ability to fund future acquisitions, capital expenditures and working capital, and to make scheduled payments of principal, or to pay the interest on, or to refinance, our indebtedness, will depend on our future performance and our ability to generate cash, which, to a certain extent, is subject to general economic, financial, competitive, legislative, legal, regulatory and other factors that are beyond our control. We believe that our cash flows from operating activities and bank borrowings will be sufficient to fund our anticipated acquisitions, capital expenditure, working capital requirements and debt service requirements as they become due.

Our working capital cycle typically peaks during the second quarter of the year due to the timing of payments for incentive compensation, income taxes and contingent purchase price obligations. In addition, we have contractual obligations related to our long-term debt (principal and interest payments), recurring business operations, primarily related to lease obligations, and acquisition-related obligations. Our principal discretionary cash spending includes dividend payments to common shareholders and strategic acquisitions. The Company has adjusted its dividend policy in January 2025, to propose to approximately halve the dividend paid per share in order to preserve capital for future M&A opportunities. The Company anticipates continuing to avail itself of debt facilities, however management will continue to consider all available sources of capital.

Historical cash flows

The following table summarizes our cash flows for the six months ended June 30, 2025 and 2024:


	For the six months ended June 30,
	2025		2024
	($ thousands)
Net cash provided by operating activities	$	449	$	141
Net cash used in investing activities	(18,615)		(19,788)
Net cash provided by financing activities	13,387		10,790
Effect of exchange rate changes on cash and cash equivalents	36		(16)
Net decrease in cash and cash equivalents	(4,744)		(8,874)
Cash and cash equivalents as of beginning of year	14,536		14,341
Cash and cash equivalents as of end of year	$	9,792	$	5,468

Cash flows generated from operating activities for the six months ended June 30, 2025 and 2024

Net cash provided by operating activities was $0.4 million for the six months ended June 30, 2025, compared to $0.1 million for the six months ended June 30, 2024. This increase of $0.3 million, or 218.7%, was primarily due to the growth in our business operations, additional income associated with the acquisition of Lucas, Pagefield and TrailRunner, and favorable movements in working capital. In absolute terms, the net cash provided by operating activities tends to be lower in the first 6 months of the year due to payment of bonuses.

Cash flows used in investing activities for the six months ended June 30, 2025 and 2024

Cash flows used in investing activities was $(18.6) million for the six months ended June 30, 2025, compared to $(19.8) million for the six months ended June 30, 2024. This decrease of $1.2 million, or 5.9% was primarily due to an increase in the amount of cash paid for acquisitions (net of cash acquired), reflecting the acquisition of TrailRunner in 2025 and the acquisitions of Lucas and Pagefield in 2024.

Cash flows used in financing activities for the six months ended June 30, 2025 and 2024

Cash flows used in financing activities was $13.4 million for the six months ended June 30, 2025, compared to $10.8 million used in financing activities for the six months ended June 30, 2024. This increase of $2.6 million or 24.1% was primarily due to an increase in the proceeds from drawdowns under the Bank Credit Facilities.

The following table summarizes our cash flows for the years ended December 31, 2024 and 2023:


	For the year ended December 31,
	2024		2023
	($ thousands)
Net cash provided by operating activities	$	16,402	$	10,235
Net cash used in investing activities	(19,490)		(10,079)
Net cash provided by (used in) financing activities	3,337		(7,017)
Effect of exchange rate changes on cash and cash equivalents	(55)		—
Net increase (decrease) in cash and cash equivalents	195		(6,861)
Cash and cash equivalents as of beginning of year	14,341		21,202
Cash and cash equivalents as of end of year	$	14,536	$	14,341

Cash flows generated from operating activities for the years ended December 31, 2024 and 2023

Net cash provided by operating activities was $16.4 million in the year ended December 31, 2024, compared to $10.2 million in the year ended December 31, 2023. This increase was primarily driven by a decrease in post-combination compensation payments relating to business acquisitions from $11.3 million to $5.9 million.

Cash flows used in investing activities for the years ended December 31, 2024 and 2023

Cash flows used in investing activities were $19.5 million in the year ended December 31, 2024, compared to $10.1 million in the year ended December 31, 2023. This increase was primarily due to an increase in the amount of cash paid for acquisitions (net of cash acquired), reflecting the acquisitions of Lucas and Pagefield, offset to some degree by the current portion of the Alpine Notes Receivable, a one-time loan of up to $750,000 (of which $513,000 was drawn on April 14, 2022) made by the Company to AG Holdings, Inc. (formerly The Alpine Group Inc.) in December 2021 to cover certain tax obligations related to the sale of shares in the UK IPO.

Cash flows used in financing activities for the years ended December 31, 2024 and 2023

Cash flows provided by financing activities were $3.3 million in the year ended December 31, 2024, compared to $7.0 million used in financing activities in the year ended December 31, 2023. This increase was primarily due to a $11.0 million increase in the proceeds from drawdowns under the Bank Credit Facilities.

The following table summarizes the components of changes in cash and cash equivalents for the six months ended June 30, 2025 and 2024:


	For the six months ended June 30,
	2025		2024		change (%)		change

	($ thousands)						($ thousands)
Net cash provided by operating activities - as reported	$	449	$	141	218.7	%	$	308
Add back items related to acquisitions:
Other liability	996		982		1.4	%	14
Contingent consideration	3		269		(98.9)	%	(266)
Prepaid post-combination expense	10,306		4,440		132.1	%	5,866
Principal cash sources	11,753		5,831		101.6	%	5,922
Capital expenditures	(93)		(5)		1,880.3	%	(88)
Dividends paid	(5,765)		(11,202)		(48.5)	%	5,437
Items related to acquisitions:
Cash paid for acquisitions, net of cash acquired	(18,522)		(19,784)		(6.4)	%	1,261
Payment of contingent consideration	(726)		(750)		(3.2)	%	24
Other liability	(996)		(982)		1.4	%	(14)
Contingent consideration	(3)		(269)		(98.9)	%	266
Prepaid post-combination expense	(10,306)		(4,440)		132.1	%	(5,866)
Principal cash uses	(36,411)		(37,430)		(2.7)	%	1,020
Principal cash uses in excess of principal cash sources	(24,658)		(31,599)		(22.0)	%	6,942
Effect of foreign exchange rate changes on cash and cash equivalents	36		(16)		(326.0)	%	51
Net financing activities:
Proceeds from notes payable	24,000		25,000		(4.0)	%	(1,000)
Payment of debt issuance costs	(82)		(786)		(89.5)	%	704
Principal payment of notes payable	(4,040)		(1,473)		174.3	%	(2,567)
Decrease in cash and cash equivalents - as reported	(4,744)		$	(8,874)	(46.5)	%	4,130

The following table summarizes the components of changes in cash and cash equivalents for the years ended December 31, 2024 and 2023:


	For the years ended December 31,
	2024		2023		change (%)		change
	($ thousands)						($ thousands)
Net cash provided by operating activities - as reported	$	16,402	$	10,235	60.3	%	$	6,167
Add back items related to acquisitions:
Other liability	982		1,822		(46.1)	%	(840)
Contingent consideration	269		43		525.6	%	226
Prepaid post-combination expense	4,640		9,504		(51.2)	%	(4,864)
Principal cash sources	22,293		21,604		3.2	%	689
Capital expenditures	(56)		(233)		(76.0)	%	177
Proceeds received for notes receivable - related parties	350		—		—		350
Proceeds issued for notes receivable - related parties	—		(1,750)		(100.0)	%	1,750
Dividends paid	(16,836)		(15,843)		6.3	%	(993)
Items related to acquisitions:
Cash paid for acquisitions, net of cash acquired	(19,784)		(8,096)		144.4	%	(11,688)
Payment of contingent consideration	(750)		(1,779)		(57.8)	%	1,029
Other liability	(982)		(1,822)		(46.1)	%	840
Contingent consideration	(269)		(43)		525.6	%	(226)
Prepaid post-combination expense	(4,640)		(9,504)		(51.2)	%	4,864
Principal cash uses	(42,967)		(39,070)		10.0	%	(3,897)
Principal cash uses in excess of principal cash sources	(20,674)		(17,466)		18.4	%	(3,208)
Effect of foreign exchange rate changes on cash and cash equivalents	(55)		—		—		(55)
Net financing activities:
Proceeds from notes payable	25,000		14,000		(78.6)	%	(11,000)
Payment of debt issuance costs	(215)		(451)		52.3	%	(236)
Principal payment of notes payable	(3,863)		(2,944)		(31.2)	%	919
Decrease in cash and cash equivalents - as reported	$	193	$	(6,860)	(102.8)	%	$	7,054

Future Capital Requirements

We are actively seeking to expand our portfolio of member companies internationally with strategically and financially attractive opportunities while adding complementary specializations. In the periods presented, we have invested, on average, $23.8 million of cash per year in M&A activities. This pattern is likely to continue or be accelerated. We expect to fund the cash component of the purchase price for such acquisitions with net cash from operating activities and a combination of new stock issuance and debt financing.

Our capital expenditures principally include investments in office build-outs and small equipment, and have not historically been material to the Company.

Contractual Commitments and Contingencies

Contractual obligations

Our principal contractual obligations consist of our obligations in respect of financial indebtedness that is owed under our credit facilities. In addition, we have obligations under leases, trade and other payables, capital commitments and other contractual commitments. Finally, we have earnout obligations under acquisition agreements. We expect that our contractual commitments may evolve over time in response to current business and market conditions, with the result that future amounts due may differ considerably from the expected amounts payable set out in the table below.


	Payments due by
Contractual obligations	2025		2026		2027		2028		Thereafter		Total
	($ thousands)
Long-term debt (excluding interest)	$	4,718	$	9,148	$	9,450	$	17,600	$	11,311	$	52,227
Operating lease obligations	3,132		6,295		5,352		4,650		4,235		23,663
Total	$	7,850	$	15,443	$	14,802	$	22,250	$	15,546	$	75,889

Financial obligations

Bank Credit Facilities

On February 28, 2023, PPHC entered into a $17.0 million credit agreement with Bank of America (as amended, the “Credit Agreement”), providing for a senior secured line of credit of up to $3.0 million (the “2023 Facility 1”) and a senior secured term loan of $14.0 million (the “2023 Facility 2,” and, together with the 2023 Facility 1, the “2023 Facilities”). In April 2024 and June 2024, respectively, we entered into two amendments to the Credit Agreement, which provided for two additional term loans in the amounts of, respectively, $6.0 million (the “2024 Term Loan A”) and $19.0 million (the “2024 Term Loan B,” and, together with the 2024 Term Loan A, the “2024 Facilities”). In January 2025, we entered into a third amendment, creating an additional term loan of up to $24.0 million (the “2025 Term Loan,” and, together with the 2023 Facilities and the 2024 Facilities, the “Bank Credit Facilities”),

The interest rate under the 2023 Facilities is the Secured Overnight Financing Rate (“SOFR”) as administered by the Federal Reserve Bank of New York, plus 2.25% per annum. The interest rate under the 2024 Facilities is SOFR plus 2.60% per annum, and the interest rate under the 2025 Term Loan is SOFR plus 2.60% per annum. Interest is payable monthly.

The Bank Credit Facilities are collateralized by substantially all of our assets.

The Bank Credit Facilities mature on March 31, 2029.

As of December 31, 2024, there was no balance outstanding under the 2023 Facility 1; $7.9 million outstanding under the 2023 Facility 2; $5.9 million outstanding under the 2024 Term Loan A; $18.5 million under the 2024 Term Loan B; and no balance outstanding under the 2025 Term Loan.

As of June 30. 2025, there was no balance outstanding under the 2023 Facility 1; $6.1 million outstanding under the 2023 Facility 2; $5.4 million outstanding under the 2024 Term Loan A; $17.1 million under the 2024 Term Loan B; and $23.6 million outstanding under the 2025 Term Loan.

As of December 31, 2024, under the 2023 Facility 1, we had capacity to re-borrow up to $3.0 million, less any outstanding letters of credit, or 80% of our eligible receivables, whichever is less.

As of June 30, 2025, the principal maturities under the Bank Credit Facilities were as follows:


	($ thousands)
	Principal amount maturing under
	2023 Facility 1		2023 Facility 2		2024 Term Loan A		2024 Term Loan B		2025 Term Loan C		Total
2025	$	—	$	1,050	$	450	$	1,425	$	1,793	$	4,718
2026	—		2,100		900		2,850		3,298		9,148
2027	—		2,100		900		2,850		3,600		9,450
2028	—		875		3,150		9,975		3,600		17,600
2029	—		—		—		—		11,311		11,311
	$	—	$	6,125	$	5,400	$	17,100	$	23,602	$	52,227

As of December 31, 2024, the principal maturities under the Bank Credit Facilities were as follows:


	Principal amount maturing under
	2023 Facility 1		2023 Facility 2		2024 Term Loan A		2024 Term Loan B		Total
	$ thousands
2025	$	—	$	2,450	$	900	$	2,850	$	6,200
2026	—		2,100		900		2,850		5,850
2027	—		2,100		900		2,850		5,850
2028	—		1,225		3,150		9,975		14,350
	$	—	$	7,875	$	5,850	$	18,525	$	32,250

Contingent Obligations

Earnout obligations

As part of the typical structure of our acquisitions of new member companies, we are committed to making certain earnout payments. These earnout payments are based on a profit-driven formula and only materialize if the acquired company realizes profit growth after the date of completion. Payments are typically made in a mix of cash and shares. In turn, each of these components of earnout payments may be subject to further vesting requirements and employment conditions, which keeps the recipients financially committed to business.

In relation to these earnout payments, as of June 30, 2025, we recorded liabilities of $22.0 million on our balance sheet, spread across the line items Contingent Consideration and Other Liabilities. This number reflects both the estimated foreseen nominal payments, and also discount factors and fair value estimates. In nominal terms, over the period 2025-2030, based on expected performance of each of the acquired companies, we anticipate having to make earnout payments of $75.4 million, of which $42.7 million would be payable in cash, and the remainder in shares. The maximum earnout liability over that same period, which would only be reached if each acquisition meets very aggressive profit growth targets, would be $132.8 million, of which $77.7 million would be payable in cash, and the remainder in shares. Generally, in order for the equity holders of an acquired business to achieve their maximum earnout payments, the acquired business would need to grow its profit by 25-30% annually over the earnout period.

The following tables summarizes nominal earnout expectations:


	($ in thousands)
	Remainder of 2025		2026		2027		2028		2029		2030		Total
Expected earnout payments in Cash	$	1,125	$	10,900	$	3,479	$	19,112	$	1,688	$	6,384	$	42,689
Expected earnout payments in PPHC stock	—		4,600		1,694		19,112		945		6,384		32,735
Expected earnout payments - total	$	1,125	$	15,500	$	5,174	$	38,224	$	2,633	$	12,769	$	75,425

Maximum earnout payments in Cash	$	1,539	$	16,534	$	12,896	$	22,750	$	13,957	$	10,000	$	77,677
Maximum earnout payments in PPHC stock	—		7,586		6,457		22,750		8,305		10,000		55,098
Maximum earnout payments - total	$	1,539	$	24,120	$	19,353	$	45,500	$	22,262	$	20,000	$	132,774

We expect that our contingent obligations may evolve over time in response to current business and market conditions, with the result that future amounts due may differ considerably from the expected amounts payable set out in the table above.

Off-Balance Sheet Arrangements

During the fiscal years ended December 31, 2024 and 2023, and the six months ended June 30, 2025, we did not engage in any off-balance sheet commitments, contingencies or arrangements as set forth in Item 303(b) of Regulation S-K.

Critical Accounting Estimates

Business Acquisitions and Valuation of Contingent Consideration and Post-Combination Liabilities

The Company accounts for business acquisitions using the acquisition method. Under ASC 805 Business Combinations, a business combination occurs when an entity obtains control of a “business.” The Company determines whether or not the gross assets acquired meet the definition of a business. If they meet this criteria, the Company accounts for the transaction as a business acquisition. If they do not meet this criteria the transaction is accounted for as an asset acquisition. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognized in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issuance of debt or equity securities.

Contingent consideration is measured at fair value at the date of acquisition and is based on expected cash flow of the acquisition target discounted over time using an observable market discount rate. The Company generally utilizes outside valuation experts to determine the amount of contingent consideration. We estimate and record the acquisition date fair value of contingent consideration as part of purchase price consideration for business acquisitions. Additionally, each reporting period, we estimate changes in the fair value of contingent consideration and recognizes any change in fair value in our consolidated statements of operations and other comprehensive loss. The fair value of the contingent consideration is generally measured using Monte Carlo simulations to estimate the achievement and amount of certain future operating results. The Monte Carlo simulations utilize subjective assumptions and estimates including; expected volatility of future operating results, discount rates applicable to future results, and expected growth rates. Future revisions to these assumptions could materially change the estimate of the fair value of contingent consideration and, therefore, materially affect our future financial results. The contingent consideration liability is to be settled through a combination of cash and shares of Common Stock based on each respective purchase agreement and the amount ultimately paid is dependent on the achievement of certain future operating results. During the years ended December 31, 2024 and 2023, the Company recorded a loss from the change of fair value of contingent consideration of $1,909,750 and $1,711,235, respectively, which are included

in operating expenses on the accompanying consolidated statement of operations. During the three and six months ended June 30, 2025 and 2024, the Company recorded a loss from the change of fair value of contingent consideration of $1,693,029, $2,676,344, $1,635,577 and $2,263,577, respectively, which are included in operating expenses on the unaudited condensed consolidated statement of operations.

Furthermore, the contractual purchase price of business acquisitions may include future payments to the seller that are not accounted for under ASC 805 Business Combinations due the existence of contractual vesting periods or claw-backs. Such future payments are generally recorded as liabilities of the Company. When a component of the contractual purchase price of an acquired business is determined not to be consideration transferred in exchange for the business, and should therefore be accounted for as a separate transaction (such as compensation costs), the Company may, on occasion, recognize a gain on bargain purchase price because the accounting purchase price is not inclusive of such a separate component of the contractual purchase price when being compared to the fair value of the identifiable net assets of the acquired business which, in some cases, may result in the fair value of the identifiable net assets being in excess of the fair value of the purchase price consideration.

The Company records post-combination business expense over the vesting or claw-back period applicable for these future payments on a straight-line basis with the amount accrued recorded as other liability. The future earnout payments that have vesting or claw-back rights tied to employment will reduce the amount of the other liability when paid. The fair value of other liabilities is measured using the same Monte Carlo simulation with the same assumptions and inputs as outlined above for contingent consideration liabilities. The fair value of post-combination compensation obligations is remeasured at each reporting date, any changes in fair value are reflected as a cumulative catch up to post-combination compensation expense in the period in which the remeasurement occurred.

Goodwill and Indefinite-lived Intangible Assets

Goodwill represents the excess of the purchase price in a business combination over the fair value of the net tangible and intangible assets acquired and the indefinite-lived intangible assets which consists of trademarks. In accordance with ASC 350, Intangibles - Goodwill and Other, goodwill and indefinite-lived intangible assets are not amortized but tested for impairment annually and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. We test our goodwill and indefinite-lived intangible assets for impairment annually as of the end of the fourth quarter using the qualitative assessment. The process of evaluating the potential impairment is highly subjective and requires the application of significant judgment. We first assess whether there are qualitative factors which would indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. We consider events and circumstances such as, but not limited to, macroeconomic conditions, industry and market conditions, our overall financial performance, and other relevant entity-specific events. If the qualitative assessment indicates that the fair value of the reporting unit is less than its carrying amount, a quantitative assessment is performed. Based on the results of our qualitative assessment, there was no goodwill or indefinite-lived intangible asset impairment for the years ended December 31, 2024 and 2023.

Other Intangible Assets

Our definite-lived intangible assets consist of customer relationships, developed technology and non-compete agreements that have been acquired through various acquisitions. The Company generally utilizes third-party specialists to determine the fair value of acquired intangible assets. The valuation of these assets involves significant judgment and the use of valuation techniques such as the multi-period excess earnings method and the with-and-without method. These models require management to make assumptions about future revenue growth, customer attrition, operating margins, contributory asset charges, and discount rates. Changes in these assumptions could materially affect the fair value assigned to the intangible assets and the related amortization expense.

We amortize these assets over their estimated useful lives. Long-lived assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for an amount by

which the carrying amount of the asset exceeds the fair value of the asset. We have not recorded any impairment charges related to long-lived assets for the years ended December 31, 2024 and 2023.

Long-term incentive program charges

The fair value of awards issued under the Company’s long-term incentive program are estimated using a Black-Scholes option-pricing model on the grant date which requires subjective inputs. The inputs of the option-pricing model include the fair market value of our Common Stock based on the closing price as reported on the date of the grant on the AIM, estimated dividend yield, expected stock price volatility and risk-free interest rate. The amortization of the fair value of share-based awards is recorded as an expense in the statement of operations either within salaries and other personnel costs within cost of services or to general and administrative costs.

Critical Accounting Policies

Revenue Recognition

Revenue is recognized when control of services provided are transferred to customers and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. A significant portion of the Company’s contracts with customers have termination clauses that give the customer the right to terminate the contract without cause with one month's notice without any substantial penalty. As such, the Company believes such contracts should be treated as a month-to-month contract as this reflects the non-cancellable period of performance. For performance obligations for which the Company acts as an agent, the Company records revenue as the net amount of the gross billings less amounts remitted to the third party.

Business Combinations

Business combinations are accounted for using the acquisition method which requires that the assets acquired and liabilities assumed be recorded as of the date of the acquisition at their respective fair values with limited exceptions. Assets acquired and liabilities assumed in a business combination that arise from contingencies are generally recognized at fair value. If fair value cannot be determined, the asset or liability is recognized if probable and reasonably estimable; if these criteria are not met, no asset or liability is recognized. Transaction costs are expensed as incurred. The operating results of the acquired business are reflected in the Company’s consolidated financial statements after the date of acquisition.

Changes in and disagreements with accountants on accounting and financial disclosure

Upon the recommendation of our audit committee, we engaged Forvis Mazars, LLP on July 13, 2024 as the Company’s independent external (statutory) auditors for the year ending December 31, 2024. In connection with this appointment, in July 2024, upon the recommendation of our audit committee, we terminated the engagement of MN Blum, LLC (“MN Blum”) as our component auditor and terminated the engagement of Crowe U.K. LLP (“Crowe UK”) as our statutory auditor for the year ended December 31, 2024.

Neither MN Blum nor Crowe UK prepared reports on our financial statements for the year ended December 31, 2024.

No report by MN Blum or Crowe UK on our financial statements for the years ended December 31, 2022 or 2023, or for any subsequent interim period, contained an adverse opinion or a disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, and there were no disagreements with respect to any such period with MN Blum or Crowe UK on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of MN Blum or Crowe UK, respectively, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report for such period.

There were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K for such years and subsequent interim period through July 13, 2024.

In accordance with Item 304(a)(3) of Regulation S-K, we have provided MN Blum and Crowe UK with a copy of this prospectus and requested that each of MN Blum and Crowe UK furnish the Company with a letter addressed to the SEC stating whether or not it agrees with the statements made herein.

During the fiscal years ended December 31, 2023 and 2022, and during the interim period through July 13, 2024, neither the Company nor anyone on its behalf consulted with Forvis Mazars, LLP regarding either (1) the application of accounting principles to a specific transaction, completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Forvis Mazars, LLP concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (2) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks from interest rates, which could affect our operating results, financial position and cash flows. We manage this risk through our regular operating activities.

Interest Rate Risk

We are exposed to interest rate risk on borrowings under our Bank Credit Facilities. The interest rate under the 2023 Facilities is the Secured Overnight Financing Rate (“SOFR”) as administered by the Federal Reserve Bank of New York, plus 2.25% per annum. The interest rate under the 2024 Facilities is SOFR plus 2.60% per annum, and the interest rate under the 2025 Term Loan is SOFR plus 2.60% per annum. Interest is payable monthly. A 100 basis-point increase in Bank Credit Facilities debt balances outstanding as of June 30, 2025 would increase our annual interest expense by $0.5 million.

BUSINESS

Overview

Across our growing portfolio, our specialized firms offer global strategic communications services, including government relations, corporate communications, public affairs, research, crisis management, financial communications and investor relations, and creative communications delivery. We are active in all major sectors of the economy, including healthcare and pharmaceuticals, asset management and financial services, energy, technology, telecoms and transportation. Our diverse and complementary services help clients enhance, fortify and defend their reputations, advance corporate strategy, manage regulatory risk and opportunities, and maintain productive, ongoing engagement with their most important stakeholders including federal- and state-level policy makers, investors, employees, customers, the media, and the general public. We do this in multiple jurisdictions and with our diverse and complementary capabilities.

Government Relations Consulting services (which are also commonly referred to as “lobbying”) include advocacy, strategic guidance, political intelligence and issue monitoring at the US federal and state levels and in the United Kingdom through our offices in London;

Compliance and Insights Services include lobbying compliance services and legislative tracking.

Importantly, as distinct from legacy branded competitors in our industry who have sought to be all-in-one providers of strategic communications services to their clients, we deliver complementary strategic communications services through stand-alone firms. Each of our firms is recognized for excellence in its respective area of expertise, and is incentivized to collaborate and to partner with each of our other firms while maintaining a strong focus on its specialized services. Our business model allows us to deliver both the scale and reach of those all-in-one providers and also the higher standards of quality, service, creativity, and nimbleness that traditionally have been the domain of smaller boutiques. We seek to eliminate for clients the traditional trade-off between scale and quality, and our growth demonstrates that our business model is well-suited to the needs and preferences of modern clients.

Alpine Group Partners, LLC (“Alpine”), KP Public Affairs LLC (“KP”), MultiState Associates, LLC (“MultiState”), Concordant LLC (“Concordant”), Lucas Public Affairs, LLC (“Lucas”), Pagefield Communications Limited (“Pagefield”),TrailRunner International, LLC (“TrailRunner”), and Pine Cove Strategies, LLC (“Pine Cove”).

We announced the earnings-accretive acquisition of Texas-based TrailRunner for initial consideration of $33.0 million plus potential earnout payments in January 2025. Closing occurred on April 1, 2025. TrailRunner operates with a global team across offices in Texas, New York, Nashville, and Northern California, London, Shanghai, Abu Dhabi, and Dubai. We announced the earnings-accretive acquisition of Pine Cove for initial consideration of $3.0 million in July 2025 plus potential earnout payments. Pine Cove is a strategic consulting firm that serves as a long-term partner to clients ranging from start-ups to established businesses and Fortune 500 companies. It advises and supports clients in navigating regulatory and complex business challenges.

As a company designed by and for the operators of advisory businesses, we optimize corporate strategy, cross-selling, and referral opportunities for our portfolio companies through proactive and collaborative engagement both firm-to-firm and at the holding company level. We provide our companies with a scalable platform for growth, providing uniform and efficient financial infrastructure, legal services, human resources, compliance and administration at the parent company level. We incentivize cross-company selling, talent referral and retention opportunities to sustain our world-class talent, and we reduce the overall incidence of client or sector conflicts by incentivizing our member companies to refer potential clients to other member companies or individual employees who are unconflicted and available to engage. These signature operator-friendly aspects of the business have enabled PPHC to successfully acquire firms that are among the very best in their fields, to retain and attract great talent in those firms, and to drive strong organic growth across the platform.

Building on the globalization of public policy and reputation challenges, our founders and many of our senior managers operate in Washington, D.C., and have past careers and/or close professional ties to the US executive branch, Congress and regulatory authorities developed over more than 30 years. Other leaders operate principally at the state or regional level, drawing on decades of experience, deep community ties and relationships with key stakeholders in key markets, including Sacramento, Dallas-Fort Worth, Austin and New York. With the acquisitions of Pagefield in June 2024 and TrailRunner in April 2025, we have expanded our operations to other key US markets as well as to London, Shanghai, Abu Dhabi and Dubai, giving us truly global reach in key financial centers. We continue to look for opportunities to broaden the geographic scope of our services both domestically and abroad.

For the year ended December 31, 2024 and the three and six months ended June 30, 2025, we incurred a $24.0 million, $5.7 million, and $16.3 million net loss, respectively, and generated $38.6 million, $12.8 million, and $21.4 million of Adjusted EBITDA, respectively. The primary difference between our GAAP net loss and our non-GAAP Adjusted EBITDA was a non-cash share-based accounting charge relating to our 2021 shares of $31.8 million prior

to our UK listing on AIM. Other adjustments comprise acquisition-related expenditures (M&A expenses, post-combination compensation expense, changes in fair value of contingent consideration and gain on bargain purchase price) as well as long-term incentive programs charges, interest, tax, depreciation and amortization.

For a discussion of our use of non-GAAP measures, and a reconciliation to the most directly comparable GAAP measures, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures,” below.

The table below presents select key financial performance measures since 2018:


	2018		2019		2020		2021		2022		2023		2024		Six months ended June 2025		CAGR 2018-2024
Revenue ($m)	33.8		55.5		77.4		99.3		108.8		135.0		149.6		87.9		28.1	%
Revenue growth (period-over-period)	28.0	%	64.2	%	39.5	%	28.3	%	9.6	%	24.1	%	10.8	%	23.6	%
Organic Revenue Growth (period-over-period)	25.3	%	32.5	%	8.3	%	24.4	%	6.7	%

Public Policy Holding Company, Inc. S-1/A