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1、2025/5/21 15:49S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2025410/000119312525123087/d77263ds1a.htm1/82S-1/A 1 d77263ds1a.htm S-1/ATable of ContentsAs filed with the Securities and Exchange Commission on May 20,2025.Registration No.333-287398 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashingto

2、n,D.C.20549 AMENDMENT NO.1TOFORM S-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 StandardAero,Inc.(Exact name of registrant as specified in its charter)Delaware 3724 30-1138150(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number

3、)(I.R.S.EmployerIdentification No.)6710 North Scottsdale Road,Suite 250Scottsdale,AZ 85253(480)377 3100(Address,including zip code,and telephone number,including area code,of registrants principal executive offices)Steve SinquefieldSenior Vice President and General Counsel6710 North Scottsdale Road,

4、Suite 250Scottsdale,AZ 85253(480)377 3100(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Patrick H.ShannonJason M.LichtChristopher M.BezegLatham&Watkins LLP555 11th Street,NW Washington,DC 20004(202)637-2200 Rod MillerMilbank LLP55 Hudson Yard

5、s New York,NY 10001(212)530-5000 Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 4

6、15 under the Securities Act of 1933 check the followingbox.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check the following box and list the Securities Act registrationstatement number of the earlier effective registration st

7、atement for the same offering.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 ofthe earlier effective registration statement for the same offering.If this Form is a post

8、-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is a large accelerated filer

9、,an accelerated filer,a non-accelerated filer,a smaller reporting company,or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filer Accelerated fi

10、ler Non-accelerated filer Smaller reporting company 2025/5/21 15:49S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2025410/000119312525123087/d77263ds1a.htm2/82Emerging growth company If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition pe

11、riod for complying with any new or revised financialaccounting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a furth

12、eramendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a)of the Securities Act of 1933 or until theRegistration Statement shall become effective on such date as the Commission,acting pursuant to said Section 8(a),may dete

13、rmine.2025/5/21 15:49S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2025410/000119312525123087/d77263ds1a.htm3/82Table of ContentsThe information in this prospectus is not complete and may be changed.The selling stockholders may not sell these securitiesuntil the Registration Statement filed with the S

14、ecurities and Exchange Commission is effective.This prospectus is not an offerto sell these securities,and the selling stockholders are not soliciting offers to buy the securities in any jurisdiction where theoffer or sale is not permitted.SUBJECT TO COMPLETION,DATED MAY 20,2025.30,000,000 StandardA

15、ero,Inc.Common Stock The selling stockholders named in this prospectus are selling 30,000,000 shares of our common stock in this offering.Our common stock trades on the New York Stock Exchange(“NYSE”)under the symbol“SARO.”On May 19,2025,the closing price of ourcommon stock as reported on the NYSE w

16、as$29.93 per share.After the consummation of this offering,we will no longer be a“controlled company”within the meaning of the corporate governance standardsof the NYSE.Despite this,Carlyle will continue to have,among other things,the ability to designate a majority of our directors and to stronglyi

17、nfluence the approval or disapproval of substantially all transactions and other matters requiring approval by stockholders,including the election ofdirectors.See“Risk FactorsRisks Related to this Offering and Ownership of Our Common StockCarlyle owns a significant amount of our votingpower,and thei

18、r interests in our business may be different than yours”and“Risk FactorsRisks Related to this Offering and Ownership of OurCommon StockFollowing this offering,we will no longer be a“controlled company”within the meaning of the NYSE rules.However,we maycontinue to rely on exemptions from certain corp

19、orate governance requirements during a one-year transition period.”Investing in our common stock involves risk.See“Risk Factors”beginning on page 20 of this prospectus and therisk factors in the documents incorporated by reference herein to read about factors you should consider before buyingshares

20、of our common stock.Per Share Total Public offering price$Underwriting discount(1)$Proceeds,before expenses,to selling stockholders$(1)See“Underwriting(Conflicts of Interest)”for a description of the compensation payable to the underwriters.This is a firm commitment underwritten offering.The underwr

21、iters may also exercise their option to purchase up to an additional 4,500,000 sharesfrom the selling stockholders,at the public offering price,less the underwriting discount,for 30 days after the date of this prospectus to cover sales ofadditional shares by the underwriters.We will not receive any

22、proceeds from the sale of our common stock pursuant to any exercise of the underwritersoption to purchase additional shares.The selling stockholders named in this prospectus are affiliates of The Carlyle Group Inc.and GIC Private Limited.Neither the Securities and Exchange Commission nor any state s

23、ecurities commission has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense.Delivery of the shares of common stock will be made on or about,2025.Joint Bookrunning Managers J.P.Morgan*Morgan Stan

24、ley*listed in alphabetical order RBC Capital Markets BofA Securities UBS Investment Bank JefferiesCo-ManagersCarlyleThe date of this prospectus is,2025.2025/5/21 15:49S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2025410/000119312525123087/d77263ds1a.htm4/82Table of Contents2025/5/21 15:49S-1/Ahttps:/

25、www.sec.gov/Archives/edgar/data/2025410/000119312525123087/d77263ds1a.htm5/82Table of ContentsTABLE OF CONTENTS Page BASIS OF PRESENTATION ii MARKET AND INDUSTRY DATA iv TRADEMARKS iv NON-GAAP FINANCIAL MEASURES iv WHERE YOU CAN FIND MORE INFORMATION v INCORPORATION BY REFERENCE v PROSPECTUS SUMMARY

26、 1 RISK FACTORS 20 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 28 USE OF PROCEEDS 30 DIVIDEND POLICY 31 CAPITALIZATION 32 PRINCIPAL AND SELLING STOCKHOLDERS 34 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 36 DESCRIPTION OF CAPITAL STOCK 40 SHARES ELIGIBLE FOR FUTURE SALE 46 MATERIAL

27、 U.S.FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S.HOLDERS 49 UNDERWRITING(CONFLICTS OF INTEREST)53 LEGAL MATTERS 64 EXPERTS 65 CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT 66 i2025/5/21 15:49S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2025410/000119312525123087/d77263ds1a.htm6/82Table of Contents Neit

28、her we,the selling stockholders nor any of the underwriters have authorized anyone to provide you with any information or to make anyrepresentations other than those contained in this prospectus or in any free writing prospectuses we have prepared.Neither we,the selling stockholdersnor any of the un

29、derwriters take any responsibility for,and can provide no assurance as to the reliability of,any other information that others mayprovide you.The selling stockholders and the underwriters are offering to sell,and seeking offers to buy,shares of our common stock only injurisdictions where offers and

30、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 our common stock.Our business,financial condition,results of operations andfuture growth prospects may have chan

31、ged since that date.For investors outside the United States:No action is being taken in any jurisdiction outside the United States to permit a public offering ofcommon stock or possession or distribution of this prospectus in that jurisdiction.Persons who come into possession of this prospectus in j

32、urisdictionsoutside the United States are required to inform themselves about and to observe any restriction as to this offering and the distribution of this prospectusapplicable to those jurisdictions.BASIS OF PRESENTATIONWe manage our business in line with our service offerings with our reportable

33、 segments being Engine Services and Component Repair Services.Our Engine Services segment provides a full suite of aftermarket services,including maintenance,repair and overhaul,on-wing and field servicesupport,asset management,and engineering and related solutions primarily in support of gas turbin

34、e engines across the commercial aerospace,militaryand helicopter,and business aviation end markets.Our Component Repair Services segment supports the commercial aerospace,military and other endmarkets with engine piece part component and accessory repair,as well as some engine new part manufacturing

35、.On September 5,2024,we changed our name from Dynasty Parent Co.,Inc.to StandardAero,Inc.Unless the context otherwise requires or weotherwise state,references in this prospectus to:the term“Acquisition”refers to the acquisition by Dynasty Acquisition Co.,Inc.,pursuant to that certain stock purchase

36、agreement asamended,restated,supplemented or otherwise modified from time to time,dated December 18,2018(the“Acquisition Agreement”),of allof the equity interests of StandardAero Holding Corp.,a Delaware corporation;the term“CAGR”refers to compound annual growth rate;the term“Canadian Borrower”refer

37、s to Standard Aero Limited Standaero Limitee(as successor in interest to 1199169 B.C.UnlimitedLiability Company)that is the indirect wholly owned subsidiary of the Company;the term“Carlyle”refers to those certain investment funds of The Carlyle Group Inc.and its affiliates;the term“Carlyle Partners

38、VII”refers to Carlyle Partners VII S1 Holdings II,L.P.;the term“Dynasty Acquisition”refers to Dynasty Acquisition Co.,Inc.,a Delaware corporation that is the indirect wholly ownedsubsidiary of the Company;the term“Exchange Act”refers to the U.S.Securities and Exchange Act of 1934,as amended;the term

39、“GAAP”refers to the generally accepted accounting principles in the United States;the term“GIC”refers to GIC Private Limited;the term“GIC Investor”refers to Hux Investment Pte.Ltd.;the term“IPO”refers to our initial public offering of shares of common stock at a price of$24.00 per share,which occurr

40、ed on October 2,2024;ii2025/5/21 15:49S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2025410/000119312525123087/d77263ds1a.htm7/82Table of Contents the term“March Secondary Offering”refers to the public offering of 36,000,000 shares of common stock by the selling stockholders at aprice to the public of

41、$28.00 per share,which was completed on March 26,2025;the term“New 2024 Revolving Credit Facility”refers to a senior secured multicurrency revolving credit facility available to the U.S.Borrower in an aggregate principal amount of up to$750.0 million(of which up to$150.0 million is available for the

42、 issuance of letters ofcredit);the term“New 2024 Term Loan B-1 Facility”refers to a senior secured dollar term loan B facility,incurred by the U.S.Borrower in anaggregate principal amount of$1,630.0 million;the term“New 2024 Term Loan B-2 Facility”refers to a senior secured dollar term loan B facili

43、ty incurred by the Canadian Borrower inan aggregate principal amount of$620.0 million;the term“New 2024 Term Loan Facilities”means,together,the New 2024 Term Loan B-1 Facility and the New 2024 Term Loan B-2Facility;the term“New Credit Agreement”refers to that certain New Credit Agreement(as amended,

44、restated,modified and/or supplemented fromtime to time),dated as of October 31,2024,governing the New Senior Credit Facilities;the term“New Senior Secured Credit Facilities”refers to,collectively,(i)the New 2024 Term Loan Facilities and(ii)the New 2024Revolving Credit Facility;the term“Prior 2023 Te

45、rm B-1 Loan Facility”refers to the senior secured dollar term loan B facility in an original aggregate principalamount of$1,802.5 million;the term“Prior 2023 Term B-2 Loan Facility”refers to the senior secured dollar term loan B facility in an original aggregate principalamount of$772.5 million;the

46、term“Prior 2023 Term Loan Facilities”refers,collectively,to(i)the Prior 2023 Term B-1 Loan Facility and(ii)the Prior 2023 TermB-2 Loan Facility;the term“Prior 2024 Term B-1 Loan Facility”refers to the senior secured dollar term loan B facility in an original aggregate principalamount of approximatel

47、y$1,993.5 million;the term“Prior 2024 Term Loan B-2 Facility”refers to the senior secured dollar term loan B facility in an original aggregate principalamount of approximately$768.6 million;the term“Prior 2024 Term Loan Facilities”refers collectively to the Prior 2024 Term B-1 Loan Facility and the

48、2024 Term Loan B-2Facility;the term“Restructuring Transactions”refers to those certain restructuring transactions that were effected in connection with the IPO,asdescribed under“Prospectus SummaryCorporate Structure”;the term“SEC”refers to the U.S.Securities and Exchange Commission;the term“Securiti

49、es Act”refers to the U.S.Securities Act of 1933,as amended;the term“selling stockholders”refers to Carlyle Partners VII and the GIC Investor;the term“Stockholders Agreement”refers to the stockholders agreement entered into by and among Carlyle Partners VII,the GICInvestor,certain of our other existi

50、ng stockholders and the Company;and the terms“we,”“us,”“our,”“its”and the“Company”refer to StandardAero,Inc.,a Delaware corporation,and its consolidatedsubsidiaries.Certain monetary amounts,percentages and other figures included in this prospectus have been subject to rounding adjustments.Accordingl

51、y,figures shown as totals in certain tables and charts may not be the arithmetic aggregation of the figures that precede them,and figures expressed aspercentages in the text may not total 100%or,as applicable,when aggregated may not be the arithmetic aggregation of the percentages that precedethem.i

52、ii2025/5/21 15:49S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2025410/000119312525123087/d77263ds1a.htm8/82Table of Contents MARKET AND INDUSTRY DATAUnless otherwise indicated,information contained in this prospectus concerning our industry,competitive position and the markets in which weoperate is b

53、ased on information from independent industry and research organizations,other third-party sources and management estimates.Management estimates are derived from publicly available information released by independent industry analysts and other third-party sources,as wellas data from our internal re

54、search,and are based on assumptions made by us upon reviewing such data,and our experience in,and knowledge of,suchindustry and markets,which we believe to be reasonable.In addition,projections,assumptions and estimates of the future performance of the industry inwhich we operate and our future perf

55、ormance are necessarily subject to uncertainty and risk due to a variety of factors,including those described in“Risk Factors”in our Annual Report on Form 10-K for the fiscal year ended December 31,2024 filed with the SEC on March 12,2025(our“AnnualReport”),incorporated by reference herein,and in“Ca

56、utionary Note Regarding Forward-Looking Statements”included in this prospectus and in ourAnnual Report and our Quarterly Report on Form 10-Q for the three months ended March 31,2025 filed with the SEC on May 13,2025(our“QuarterlyReport”),each incorporated by reference herein.These and other factors

57、could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.TRADEMARKSWe own or otherwise have rights to the trademarks,service marks and trade names,including those mentioned in this prospectus,that we use inconnection with the operation

58、of our business.This prospectus includes trademarks which are protected under applicable intellectual property laws andare our property and/or the property of our subsidiaries.This prospectus also contains trademarks,service marks and trade names of other companies,which are,to our knowledge,the pro

59、perty of their respective owners.We do not intend our use or display of other companies trademarks,service marksor trade names to imply a relationship with,or endorsement or sponsorship of us by,any other companies.Solely for convenience,the trademarks,service marks and trade names referred to in th

60、is prospectus may appear without the and TM symbols,but such references are not intended to indicate,in any way,that we will not assert,to the fullest extent under applicable law,our rights or the right of the applicable licensor to these trademarks,servicemarks and trade names.NON-GAAP FINANCIAL ME

61、ASURESWe present Adjusted EBITDA and Adjusted EBITDA Margin in this prospectus because we believe such measures provide investors withadditional information to measure our performance.Please refer to the section entitled“Prospectus SummarySummary Historical ConsolidatedFinancial Information”for an e

62、xplanation on why we use these non-GAAP financial measures,their definitions,their limitations and reconciliations totheir nearest GAAP financial measures.Because of their limitations,these non-GAAP financial measures are not intended as alternatives to GAAP financial measures as indicators of ourop

63、erating performance and should not be considered as measures of cash available to us to invest in the growth of our business or that will be availableto us to meet our obligations.We compensate for these limitations by using these non-GAAP financial measures along with other comparative tools,togeth

64、er with GAAP financial measures,to assist in the evaluation of operating performance.iv2025/5/21 15:49S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2025410/000119312525123087/d77263ds1a.htm9/82Table of Contents WHERE YOU CAN FIND MORE INFORMATIONWe have filed with the SEC a registration statement on F

65、orm S-1 under the Securities Act with respect to the common stock offered by thisprospectus.This prospectus is a part of the registration statement and does not contain all of the information set forth in the registration statement and itsexhibits and schedules,portions of which have been omitted as

66、 permitted by the rules and regulations of the SEC.For further information about us andour common stock,you should refer to the registration statement and its exhibits and schedules.We file annual,quarterly and special reports and other information with the SEC.Our filings with the SEC are available

67、 to the public on the SECswebsite at http:/www.sec.gov.Those filings are also available to the public on,or accessible through,our website under the heading“InvestorRelations”at .The information contained on or accessible through our corporate website or any other website that we maymaintain is not

68、part of this prospectus or the registration statement of which this prospectus is a part.INCORPORATION BY REFERENCEThe rules of the SEC allow us to incorporate by reference information we file with the SEC.This means that we are disclosing importantinformation to you by referring to other documents.

69、The information incorporated by reference is considered to be part of this prospectus.To the extentthere are inconsistencies between the information contained in this prospectus and the information contained in the documents filed with the SEC priorto the date of this prospectus and incorporated by

70、reference,the information in this prospectus shall be deemed to supersede the information in suchincorporated documents.We incorporate by reference the documents and information listed below:our Annual Report filed with the SEC on March 12,2025;our Quarterly Report filed with the SEC on May 13,2025;

71、the information specifically incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31,2024from our Definitive Proxy Statement on Schedule 14A filed with the SEC on April 25,2025(the“2025 Proxy Statement”);and our Current Report on Form 8-K filed with the SE

72、C on February 20,2025.If we have incorporated by reference any statement or information in this prospectus and we subsequently modify that statement or informationwith information contained in this prospectus,the statement or information previously incorporated in this prospectus is also modified or

73、 superseded inthe same manner.We will provide without charge to each person to whom a copy of this prospectus has been delivered,a copy of any and all of thesefilings.You may request a copy of these filings by writing to us at:Investor RelationsStandardAero,Inc.6710 North Scottsdale Road,Suite 250Sc

74、ottsdale,AZ 85253e-mail:Exhibits to any documents incorporated by reference in this prospectus will not be sent,however,unless those exhibits have been specificallyreferenced in this prospectus.v2025/5/21 15:49S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2025410/000119312525123087/d77263ds1a.htm10/82

75、Table of ContentsPROSPECTUS SUMMARYThis summary highlights information contained elsewhere or incorporated by reference in this prospectus and does not contain all of theinformation that you should consider in making your investment decision.Before investing in our common stock,you should carefully

76、read thisentire prospectus and the information incorporated by reference herein.In particular,you should carefully read the sections entitled“RiskFactors”and“Cautionary Note Regarding Forward-Looking Statements”and the sections entitled“Risk Factors,”“Cautionary Note RegardingForward-Looking Stateme

77、nts”and“Managements Discussion and Analysis of Financial Condition and Results of Operations”and our auditedconsolidated historical financial statements and the accompanying notes included in our Annual Report and our unaudited condensed consolidatedhistorical financial statements and the accompanyi

78、ng notes included in our Quarterly Report,each incorporated by reference herein.StandardAero A Global Leader in the Highly Attractive Aerospace Engine Aftermarket SectorWe believe that we are the worlds largest independent,pure-play provider of aerospace engine aftermarket services for fixed and rot

79、ary wingaircraft,serving the commercial,military and business aviation end markets.We provide a comprehensive suite of critical,value-added aftermarketsolutions,including scheduled and unscheduled engine maintenance,repair and overhaul,engine component repair,on-wing and field servicesupport,asset m

80、anagement and engineering solutions.We serve a crucial role in the engine aftermarket value chain,connecting engine originalequipment manufacturers(“OEMs”)with aircraft operators through our aftermarket services,maintaining longstanding relationships with both.Wecommand a leading reputation that is

81、based upon our strong track record of safety,reliability and operational performance built over our more than100 years of successful operations in the aerospace aftermarket.Our business consists of an attractive mix of end markets,customers and engine platforms.Our revenue is highly diversified acro

82、ss thecommercial,military and business aviation end markets.We believe this diversification provides us with significant resiliency,while affording usthe ability to take advantage of new business opportunities that arise.In addition,diversification across engine OEMs and platforms reduces ourexposur

83、e to idiosyncratic events that may impact demand related to a specific aircraft or engine type.Within our markets,we hold leadership positions on most of the engine platforms we serve,with an estimated 80%of our Engine Servicessales in 2024 from engine platforms where we hold#1 or#2 positions global

84、ly.Our platform portfolio consists of a healthy mix of mature,growthand next generation programs and includes many of the engines that power the worlds most prevalent aircraft.For example,we provide support forthe CFM56,which powers the Boeing 737NG and Airbus A320ceo family narrowbody aircraft and

85、currently has the largest installed base of anyengine platform,the LEAP-1A/-1B,which power the next generation of narrowbody aircraft and are expected to become the most widely fieldedplatform family in the world by the early 2030s,and the CF34,which powers many of the worlds most utilized regional

86、jets.On several platforms,we hold contracts directly with the OEM that designates us as the primary or sole outsourced provider of maintenance services for the engine.Furthermore,with approximately 77%of our revenue in the year ended December 31,2024 derived from long-term contractual agreements,our

87、financial profile is characterized by a significant amount of predictable,recurring revenue supported by the highly regulated nature of aircraftengine maintenance requirements.We are also one of the largest independent engine component repair platforms globally,providing services to commercial aeros

88、pace,military,land and marine and oil and gas end markets.We have made substantial investments in our Component Repair Services business,which providesattractive margins,significant growth 12025/5/21 15:49S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2025410/000119312525123087/d77263ds1a.htm11/82Table

89、 of Contentsopportunities and synergies with our Engine Services business.The following charts detail our business mix for the three months ended March 31,2025:(1)For a discussion of Segment Adjusted EBITDA,see the section of our Quarterly Report entitled“Managements Discussion and Analysis ofFinanc

90、ial Condition and Results of Operations Segment Results”and Note 18,“Segment information”to our unaudited condensedconsolidated financial statements,incorporated by reference herein.Core to our strategy is our positioning as an OEM-aligned and independent service provider of aftermarket services.Our

91、 OEM-alignedstrategy,coupled with our scale and service performance,entrenches us as a trusted and preferred partner to every major OEM,including GEAerospace,CFM International,Pratt&Whitney,Rolls-Royce,Honeywell and Safran.We hold long-term OEM licenses and authorizations toprovide aftermarket suppo

92、rt for all of the engine platforms that we service,and we believe we have a 100%historical success rate on the OEMlicenses and authorizations we sought to retain upon their expiration.Our status as an independent services provider,not affiliated with any singleOEM or airline operator,provides us wit

93、h diversification and enhances the value proposition that we can offer to customers.These factors arecritical drivers of our ability to cultivate decades-long relationships with many of our approximately 5,000 customers globally.The engine aftermarket solutions we provide are mission-critical to our

94、 customers flight operations and our OEM partners businesses.Furthermore,aerospace engine maintenance is highly specialized and requires significant investment over years to obtain the necessaryinfrastructure,tooling and skilled engineering expertise.New entrants must obtain extensive approvals and

95、certifications from governmentregulators and OEMs,who award licenses and authorizations for each engine platform separately.As of March 31,2025,we operate with OEMlicenses and authorizations to perform critical maintenance and overhaul work on over 40 key engine platforms.These licenses and authoriz

96、ationstypically provide us with preferred access to OEM parts and technical information,OEM warranty support and use of the OEM name in marketingand create the foundation for the sharing of closely guarded intellectual property as well as market and customer insights.22025/5/21 15:49S-1/Ahttps:/www.

97、sec.gov/Archives/edgar/data/2025410/000119312525123087/d77263ds1a.htm12/82Table of ContentsThe following table summarizes select key customers and platforms across our businesses:As of March 31,2025,we employed approximately 7,800 people across over 50 facilities around the globe.We believe our scal

98、ed,globalfootprint is well-aligned to the global nature of our OEM partners and aircraft operator customers and positions us well to win business and supportgrowing global demand for our aerospace engine maintenance services.32025/5/21 15:49S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2025410/0001193

99、12525123087/d77263ds1a.htm13/82Table of ContentsThe following map details our facilities and highlights the global nature of our business reach and operational footprint:For the year ended December 31,2024,we generated revenue of$5,237.2 million(reflecting a$673.9 million,or 14.8%,increase from$4,56

100、3.3 million for the year ended December 31,2023),net income of$11.0 million(reflecting$46.1 million change from a net loss of$35.1 million for the year ended December 31,2023)and Adjusted EBITDA of$690.5 million(reflecting a$129.4 million,or 23%,increase from$561.1 million for the year ended Decembe

101、r 31,2023).For the three months ended March 31,2025,we generated revenue of$1,435.6 million(reflecting a$199.9 million,or 16.2%increase from$1,235.7 million for the three months ended March 31,2024),net income of$62.9 million(reflecting a$59.8 million increase from$3.2 million for the three months e

102、nded March 31,2024)and Adjusted EBITDA of$198.2 million(reflecting a$32.6 million,or 19.7%,increase from$165.6 million for the three months ended March 31,2024).As of March 31,2025,we hadtotal indebtedness outstanding of$2,373.8 million,including$2,354.4 million under the New Credit Agreement.Given

103、the nature of engine maintenance and the structure of certain of our agreements,a significant portion of our costs of sales consists ofnew OEM materials that are included in the engines we service and are often passed through to end customers at minimal or no mark-up,impactingour reported margins.Ou

104、r value creation strategy includes a combination of organic growth initiatives on our existing platforms,pursuit of new platform programs,and investment in value-accretive acquisitions.For our existing business,we focus on developing new capabilities and on ways to continuouslyimprove operational pe

105、rformance to enhance our competitiveness,accelerate growth and increase margins.Over the last five years,we haveinvested to significantly expand our engine component repair services business,which enjoys higher margins than and is synergistic with ourengine services business.We have also invested to

106、 expand our capacity and competitiveness on the CFM56 platform,the largest engine platform inthe world today,including establishing a new CFM56-dedicated Center of Excellence facility in Dallas,Texas,which officially opened in thesecond half of 2024,to service the growing demand on that platform.420

107、25/5/21 15:49S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2025410/000119312525123087/d77263ds1a.htm14/82Table of ContentsAnother significant pillar to our growth is the expansion into new engine platforms that create value for us and for our customers.Since 2016,we have been awarded licenses and auth

108、orizations and established capabilities on eight new platforms across our end markets.Most notably,inMarch 2023 we became the first independent aftermarket service provider in North America to join CFM International Inc.s(“CFM”)authorizedservice network for the LEAP-1A and LEAP-1B engines through th

109、e award of a long-term CFM Branded Service Agreement(“CBSA”).TheLEAP-1A and LEAP-1B engines power the Airbus A320neo family and the Boeing 737MAX series aircraft,respectively,and are expected tobecome by far the largest engine platform family in the world,accounting for over 35%share of the worlds i

110、nstalled base of engines by 2033.Weare one of only a select few of such CBSA licensees in the world,which provides us with official designation by CFM as a Premier MRO forLEAP engines and which affords us significant competitive benefits and support from CFM,as well as the ability to develop and pro

111、vide additionalcomponent repair on the engines that we service and to external parties.The CBSA has the potential to be the largest award in the Companyshistory,and we believe it positions us to achieve above-market growth as LEAP engines experience a significant ramp up in demand over the nextdecad

112、e and beyond.Industrialization of our LEAP dedicated overhaul line at our flagship 810,000 square foot facility in San Antonio,Texas,is underway withsignificant progress to date.During 2024,we completed test cell correlations for both the LEAP-1A and LEAP-1B,received maintenanceorganization approval

113、 from the Civil Aviation Administration of China(CAAC)for LEAP maintenance,fully developed over 260 LEAPcomponent repairs across our Component Repair Services facilities,and inducted our first LEAP engines for shop visits.Furthermore,to date wehave signed agreements with 14 different LEAP operator c

114、ustomers,which we estimate will generate over$1 billion in total revenues for us overthe life of the agreements.Alongside this organic investment,over the past seven years we have successfully completed 11 strategic acquisitions.Our disciplinedapproach to evaluating and executing M&A focuses on comp

115、anies that add strategic engine platforms,new capabilities and intellectual property,and reach into targeted customers and geographies where we have an opportunity to accelerate the growth and financial performance of thecombined businesses.We have a proven playbook for integrating new acquisitions

116、and achieving significant synergies,which has enabled us to acquire businessesat attractive valuations on a post-synergy basis.We operate in highly fragmented markets,which has historically provided ample acquisitionopportunities to grow and enhance our platform and achieve compounding returns.On Au

117、gust 23,2024,we completed the acquisition of AeroTurbine Inc.(“Aero Turbine”),a provider of engine component repair and other value-added engine aftermarket services for U.S.and internationalcustomers.Aero Turbine adds highly complementary component repair and source approval request(“SAR”)capabilit

118、ies on strategic militaryplatforms.The Market for Engine Aftermarket ServicesThe global aerospace industry,spanning the commercial,military and business aviation sectors,has historically achieved growth in excess ofGDP growth driven by secular tailwinds such as globalization,growing middle-class pop

119、ulations and wealth,increasing demand for leisure travel,growth in corporate earnings and technological advancements in aviation that make air travel more accessible.Given this strong growth trajectory,a robust aerospace aftermarket is critical to support the global aircraft fleet.The aerospace afte

120、rmarketaccounts for a significant portion of the total aerospace market and is expected to total over$280 billion in 2025.Within the aftermarket,one of themost crucial and fastest growing sub-segments is engine aftermarket services,which accounts for approximately 45%of the commercial aerospaceafter

121、market.The engine is one of the most expensive and critical components of an aircraft,requiring service at regular intervals to meet regulatorymandates and sustain required performance.As a result,52025/5/21 15:49S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2025410/000119312525123087/d77263ds1a.htm15

122、/82Table of Contentsaftermarket services for the engine require specialized expertise and advanced technology to ensure the reliability and efficiency of aerospaceoperations.Engine aftermarket services include routine inspections and scheduled and unscheduled maintenance,repairs and overhauls to kee

123、p enginesin optimal conditions.OEMs and regulatory bodies,including the FAA,set guidelines and regulatory requirements for engines to be consideredairworthy,and engine aftermarket services tend to be highly predictable based on the utilization of an engine and the length of its time in service.Aircr

124、aft engines generally have a lifespan of 30 to 40+years,during which they undergo multiple major maintenance events,referred to as shopvisits,providing long and recurring revenue streams for aftermarket providers.The engine services aftermarket has three types of participants:service divisions of en

125、gine OEMs,independent service providers and airlinecaptive maintenance divisions.The main engine OEMs include GE Aerospace,CFM International,Pratt&Whitney,Rolls-Royce,Honeywell andSafran.While typically the focus of engine OEMs is to build new engines,produce spare parts for existing engines and dev

126、elop next-generationplatforms,OEMs also have divisions that provide service on their own engine platforms in order to support the installed base and generate technicalinsight into the performance of their engine models,particularly early in the platform lifecycle.Independent service providers like S

127、tandardAeroare not affiliated with any one OEM or airline,are able to work on a wide range of engine platforms for many different customers and play acritical role in the ecosystem.Certain independent service providers receive authorizations to support specific engine platforms by the OEMs,whorely o

128、n them to build out a strong aftermarket network to support fleet customers.Some large commercial airlines,such as Delta,United andLufthansa,maintain in-house service divisions that primarily focus on supporting aircraft and engine platforms flown by the affiliated airline.Themajority of airlines do

129、 not have captive engine maintenance capabilities and depend upon third-party service providers for support.Engine component repair services is a specialized and critical segment within the broader aerospace engine aftermarket.During the engineoverhaul process,engines are disassembled into modules a

130、nd piece parts that are then inspected.Damaged engine parts are then either replacedwith new parts or repaired depending on the condition of the part and whether a repair is possible.Those repairs are either performed by the engineoverhaul provider itself or outsourced to a specialized repair provid

131、er depending on the complexity of the repair and whether the overhaul providerhas the necessary capability,equipment and intellectual property to perform the repair.We believe that demand for component repair servicesgenerally will grow in line with the broader engine aftermarket over the long-term.

132、Part repairs often can be delivered more quickly than and at asignificant discount to a new replacement engine part,resulting in a reduction in both cost and turnaround time for an engine overhaul and therebycreating value pricing opportunities that represent upside to market growth.The landscape of

133、 engine component repair providers is highlyfragmented and includes the engine OEMs,airline captive maintenance operations and independent service providers.Often the most sophisticatedand technically complex repairs are performed by the OEMs or certain independent service providers,like StandardAer

134、o,who are specificallyauthorized by the OEMs to perform them.We primarily compete across three end markets within the engine aftermarket industry:commercial,military and helicopter,and businessaviation.Global commercial air traffic grew at a 5.6%CAGR over the last 40 years as well as over the 10 yea

135、rs ending in 2019(prior to theCOVID-19 pandemic),representing approximately twice the rate of global GDP growth over that timeframe.The global air traffic sector hasdemonstrated strong resiliency over the years,given that from 1978 through 2024 it only declined five times year-over-year and has neve

136、r declinedin consecutive years.The secular growth in air travel demand is expected to continue,driving the number of aircraft in service to increase by a3.5%CAGR from 2023 to 2042,supported by record commercial aircraft OEM backlog levels.Additionally,a slower than expected schedule ofOEM deliveries

137、 has extended the average life of the existing 62025/5/21 15:49S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2025410/000119312525123087/d77263ds1a.htm16/82Table of Contentsfleet and increased the associated requirements for maintenance services.Further,much of the maintenance that was deferred during

138、the COVID-19pandemic is coming due and can no longer be delayed,supporting additional growth in the aftermarket.Engine aftermarket services demand is alsoexpected to increase materially through the remainder of the decade with a wave of upcoming shop visits,which is a function of a large number ofen

139、gines delivered in the 2010s continuing to age and entering prime maintenance periods.For example,the CFM56 engine platform,whichrepresents the largest engine platform fleet today with approximately 23,000 engines in service as of March 31,2025,of which approximately 40%have yet to have experienced

140、their first heavy shop visit,is expected to see significant growth in scheduled maintenance over the next several years.Additionally,many LEAP-1A/-1B engines,which were first delivered in 2016,have only recently started coming in for their first maintenanceevents.The LEAP platform is poised to becom

141、e the largest engine platform globally(expected to comprise approximately 30,000 engines,representing over 35%of global fleet by 2033).As these new engines are introduced into the market,they will enter predictable and recurringmaintenance cycles,boosting demand for engine aftermarket services.In th

142、e military and helicopter end market,ongoing geopolitical tensions continue to drive significant defense investment.Amid evolvingsecurity challenges,aftermarket service providers are critical to ensuring readiness of defense forces globally.Sustainment remains a priority forthe U.S.Department of Def

143、ense,with mission-readiness rates of military aircraft at record low levels of approximately 55%,as of the most recentstudy by the U.S.Government Accountability Office.Additionally,the COVID-19 pandemic and uncertain budgetary environments caused delaysto the modernization of military aircraft fleet

144、s,resulting in a globally aging military aircraft fleet that requires higher levels of maintenance and aninflux of aircraft upgrades and life extension programs.In the business aviation end market,the COVID-19 pandemic accelerated a shift to private aviation,initially triggered by health and safetyc

145、oncerns and limited availability of commercial flights.While demand for private air travel has grown over the past five years,aircraftmanufacturing has not kept pace.As a result,fleet utilization has increased significantly,and the market has shifted from private aircraft towardscharter and fraction

146、al aircraft owned by fleet operators.The surge in activity and overall demand for business aviation has driven strong backlogsand production outlooks at the business jet OEMs,which underpins an outlook for sustained long term growth of the fleet.This strong fleet growthis expected to drive a continu

147、ed increase in demand for business jet engine maintenance services.ChallengesOur business is subject to a number of risks inherent to the commercial,military and helicopter,and business aviation end markets,including,among others,supply chain delays,which have in recent years impacted the availabili

148、ty of parts and ultimately engine throughput across all of ourend markets and can cause significant production and delivery delays to any new or expanded product or engine platforms and affect our ability toprovide aftermarket support and services to our customers;decreases in budget,spending or out

149、sourcing by our military end users;and increasedcosts of labor,equipment,raw materials,freight and utilities due to inflation,which we have experienced in recent years.Any number of these andother factors could impact our business,and there is no guarantee that our historical performance will be pre

150、dictive of future operational andfinancial performance.For a description of the challenges we have faced and continue to face and the risks and limitations that may prevent us fromachieving our business objectives or that may adversely affect our business,financial condition,results of operations,ca

151、sh flows and prospects,see“Cautionary Note Regarding Forward-Looking Statements,”“Summary of Risk Factors,”“Risk Factors”and“Managements Discussion andAnalysis of Financial Condition and Results of OperationsKey Factors and Trends Affecting Our Business”included elsewhere in this prospectusor in the

152、 documents incorporated by reference herein.72025/5/21 15:49S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2025410/000119312525123087/d77263ds1a.htm17/82Table of ContentsOur Competitive StrengthsWe believe the following strengths differentiate us from our competitors,enable us to profitably grow our le

153、ading positions in each of our endmarkets and drive our continued success.Leading Independent Pure-Play Service Provider with Strategic Focus on the Aerospace Engine AftermarketWithin the broader aerospace market,we are strategically focused on the aerospace engine aftermarket,which we believe is th

154、e largest andmost attractive vertical of the aerospace aftermarket,characterized by its long tail of predictable and recurring revenue,as well as high technicalcomplexity that affords significant competitive advantages and higher levels of profitability to scaled,capable and reputable providers.We b

155、elievethat we are the largest independent,pure-play engine aftermarket services provider in the world.We provide critical aftermarket support to many ofthe most prolific engine platforms for fixed and rotary wing aircraft in the commercial,military and business aviation end markets.Ourcomprehensive

156、suite of services includes scheduled and unscheduled engine maintenance,repair and overhaul,engine component repair,on-wingand field service support,asset management and engineering solutions.Our primary competitors include in-house service divisions of airlines,engine OEMs and other third-party ser

157、vice providers for most of whom engine aftermarket services is only a portion of their business,and webelieve we are able to utilize our pure-play focus to guide our strategy and resources to best position our business to succeed within our attractivevertical.Scaled Presence and World-Class Capabili

158、ties Built Through Decades of InvestmentWe believe our leading position in the aerospace industry is underpinned by our exceptional track record of past performance,our scaledglobal footprint and the extensive procedures and expertise we have developed and implemented over decades to ensure safety a

159、nd reliabilitythroughout our operations.Performing aerospace engine maintenance requires highly specialized technical expertise and is often supported by deepintellectual property and significant investment of time and resources to secure the necessary infrastructure,tooling and skilled engineeringk

160、now-how.New entrants must obtain approvals and certifications from OEMs,customers and government regulators and must develop anddemonstrate conformity with sophisticated production,quality and materials tracking systems.Additionally,OEM services authorizations are oftendifficult to obtain and requir

161、e advanced technological capabilities,experience-based industry knowledge and substantial capital investment,and aretypically awarded by OEMs for each engine platform separately.As of March 31,2025,we operate over 50 facilities with 55 test cells globally,which would require substantial capital inve

162、stment to replicate.We employ approximately 7,800 highly skilled employees and maintain OEMlicenses and authorizations that allow us to service over 40 distinct engine platforms.Furthermore,our extensive engine component repaircapabilities allow us to reduce turnaround times and costs for customers,

163、significantly enhancing our value proposition.Longstanding Customer Relationships with Leading,Entrenched Positions on Critical Engine PlatformsEfficient completion of maintenance and repairs in a comprehensive and timely manner is a significant focus of aircraft operators and OEMsalike.Over our 100

164、+year history,we have developed multi-decade relationships with hundreds of customers,which include the largest global andregional aircraft operators across the commercial,military and helicopter,and business aviation end markets.We believe these customers chooseStandardAero due to our exemplary tra

165、ck record of safety,quality,high reliability,performance and knowledgeable technical support.We maintain equally strong relationships with and are a trusted partner to every top aerospace engine OEM,including GE Aerospace,CFMInternational,Pratt&Whitney,Rolls-Royce,Honeywell and have obtained long-te

166、rm OEM licenses and authorizations to provide aftermarketsupport for all of the engine platforms that we service.These licenses and authorizations provide us access to OEM technical data,technicalsupport and 82025/5/21 15:49S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2025410/000119312525123087/d7726

167、3ds1a.htm18/82Table of Contentstraining,and often favorable commercial terms.Once awarded,we believe we have a 100%historical success rate on the OEM licenses andauthorizations we sought to retain upon their expiration.We have leveraged our relationships,track record and scale to build market leadin

168、g positions on the platforms that we service.We estimatethat 80%of our Engine Services sales in 2024 were derived from our work on engine platforms where we hold#1 or#2 positions globally.Additionally,we hold exclusive or semi-exclusive licenses directly with the OEM as the only independent service

169、provider in North Americaofficially authorized to service a number of our platforms,including the Rolls-Royce RB211-535,AE 1107,AE 2100 and AE 3007,the HoneywellHTF7000 and the Safran Arriel,and are the first independent service provider in the Americas to hold an official CBSA license from CFMInter

170、national on the LEAP-1A and LEAP-1B engines.Our deep customer relationships underpin the long-term visibility and growth of our business model.For the year ended December 31,2024,approximately 77%of our revenue was derived from customers with whom we have long-term agreements.Of our remaining transa

171、ctionalbusiness,a significant portion stems from repeat customers.We believe our highly responsive customer and technical support,quality work,trackrecord of consistent on-time delivery and post-overhaul product reliability have driven exceptional customer retention.Proven Playbook to Capture and Ex

172、ecute New Platform OpportunitiesWe have a strong track record of successfully cultivating or acquiring access to new platforms,customers and geographies.Since 2016,wehave been awarded OEM licenses and authorizations for eight unique engine programs and have developed approximately 2,500 new componen

173、trepairs.Once awarded,we have a proven process to complete necessary industrialization and induct engines at what we believe to be industryleading efficiency.In October 2023,we received FAA Operations Specifications approval for our new LEAP engine line,six months after receivingour CBSA license and

174、 three months ahead of schedule.In 2021,after receiving a major new platform award for the J85 engine from the US AirForce(“USAF”),we rapidly stood-up a dedicated team at our San Antonio facility and correlated USAF“Gold”rated J85 test cells within 10months of our initial contract award.We believe o

175、ur commercial excellence culture coupled with our predictive analytics model will enable anapproximate 25%increase in time on wing for the J85 engine and a significant increase in throughput of engines each month.This proven trackrecord of successful operation and execution provides us significant c

176、redibility with OEMs when discussing new platforms.We remain in constantdialogue with every major OEM and continuously evaluate our pipeline for attractive new engine platform industrialization opportunities.Resilient Business Model Highly Diversified Across Segments of the Aerospace Engine Aftermar

177、ketWe are focused on the aerospace engine aftermarket,which is highly resilient and driven by strict OEM and regulatory requirements for theinspection and maintenance of aircraft engines across their well-defined lifecycle phases.The complex and recurring nature of our engine repairwork on behalf of

178、 our customers precipitates the use of long-term contracts to secure slot availability and pricing terms,which further contributes tothe predictable and recurring nature of our revenue.In addition,our business is well diversified across commercial,military and business aviation markets.We operate wi

179、th OEM licenses andauthorizations that allow us to service over 40 engine platforms,with the largest engine platform accounting for approximately 13%and 19%ofour Engine Services revenue in the year ended December 31,2024 and in the three months ended March 31,2025,respectively.We maintain astrong re

180、putation with all OEMs,longstanding relationships with a large and diverse customer base and leading market positions on most platformsthat we service,all of which contribute to the stability of our business model.Our business is further insulated by our flexible cost structure,whichallows us to sca

181、le up and down our operations to reflect market demand.Our primary expenses are comprised of engine materials(a significantportion of which is pure 92025/5/21 15:49S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2025410/000119312525123087/d77263ds1a.htm19/82Table of Contentspassthrough with minimal mark

182、-up)and value-added labor,both of which are variable and provide through-the-cycle margin protection.Theresiliency of our well-diversified business was on full display during the COVID-19 pandemic.Ability to Execute and Integrate Acquisitions in a Highly Fragmented IndustryWe maintain a rigorous app

183、roach to M&A and actively maintain a robust pipeline of actionable opportunities.We expect our disciplinedacquisition strategy and integration playbook will continue to be a key driver in growing our revenue by expanding our capabilities,engineplatforms and geographic footprint.Complementing our org

184、anic growth,we have completed 11 value-enhancing acquisitions since 2017,eachexpanding our reach through the addition of new engine platforms,customers,capabilities,or geographies.On August 23,2024,we acquired AeroTurbine,a provider of engine component repair and other value-added engine aftermarket

185、 services that adds highly complementary componentrepair and SAR capabilities and expertise on strategic military platforms.Premier Management Team with a Track Record of SuccessOur premier management team,led by Chief Executive Officer&Chairman Russell Ford,has extensive managerial,operational and

186、financialexperience.Our leadership team has a proven track record of expanding our portfolio of aeroengine aftermarket programs and capabilities,strengthening our relationships with key OEMs and customers,implementing operational initiatives to drive lower costs for our customers andincreasing profi

187、tability for our stockholders.We believe our established culture of safety and continuous improvement,our track record ofoperational success and our clearly defined strategy for organic and inorganic-driven growth position us for significant further earnings growth.Our Growth StrategiesOur core stra

188、tegy is to continue to build on our position as the leading independent,pure-play engine aftermarket services provider forcommercial,military and business aircraft with best-in-class component repair capabilities.Our continued success in driving above-market growthacross each of these end markets is

189、 built upon the following strategies:Leverage Strategic Investments to Capitalize on Market Tailwinds and Capture Share on High-Growth PlatformsWe have invested significantly to expand our capacity and build out our core engine maintenance capabilities.We believe this investment willenable us not on

190、ly to meet the robust demand growth expected in the aerospace engine aftermarket but also to capture share on the engine platformsthat we serve,particularly the CFM56-7B and the LEAP-1A/-1B.The CFM56 is the most prolific engine platform in the world today,withapproximately 23,000 engines in service

191、powering all Boeing 737NG and approximately 60%of Airbus A320ceo family of aircraft.We haveinvested over$100 million since 2022 to expand our capabilities and more than double our shop visit capacity on the CFM56-7B engine through anew greenfield CFM56 Center of Excellence in Dallas,Texas.These inve

192、stments have positioned us to capture significant share on the CFM56platform as maintenance events visits are expected to significantly ramp up in 2025 and beyond.We are currently investing over$100 million toposition ourselves as a leader on the growing LEAP-1A/-1B platform which is expected to ove

193、rtake the CFM56 as the worlds most widely fieldedengine platform over the next decade and account for over 35%the global installed base by 2033.We believe we are advantageously positioned tocapture outsized share on this high-growth platform as the first independent CBSA license holder in the Americ

194、as.In addition,in 2024 we signedan agreement that expands our license and relationship with GE Aerospace on the CF34 engine,102025/5/21 15:49S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2025410/000119312525123087/d77263ds1a.htm20/82Table of Contentsthe largest regional jet engine platform in the worl

195、d,and announced the expansion of our facility in Augusta,Georgia,to enhance our capability andcapacity to serve business aviation customers.We have also invested over$500 million since 2017 to scale our Component Repair Services business into one of the largest independentengine component repair bus

196、inesses worldwide,developing approximately 2,000 new repairs and significantly expanding our capability offeringorganically and through targeted acquisitions.We plan to continue leveraging our component repair expertise to strengthen the value proposition ofour Engine Services business by reducing c

197、osts and improving turnaround times while also growing third-party repair sales which are highlyaccretive to our overall enterprise.We believe we are in the early innings of realizing the growth potential of these recent strategic investments.Execute on Identified Performance Excellence InitiativesC

198、ontinuous improvement is fundamental to our business model and our corporate culture.We frequently review opportunities to deliver ourquality repair services at a lower total cost to our customers,improve our shop visit turnaround times and drive increased profitability.We haveidentified opportuniti

199、es to advance these goals through increased insourcing of our external repair spend,a systematic and formalized adoption ofvalue-based pricing,increased utilization of Used Serviceable Material(“USM”)and other strategic sourcing initiatives.We expect theseperformance enhancement initiatives and simi

200、lar actions will continue to drive improved profitability and outcomes for our customers.Capitalize on OEM Relationships to Win New Engine ProgramsWe believe there is large and growing demand for the engine aftermarket and engine component repair services we provide.This growth willenable us to leve

201、rage our reputation as a trusted partner and independent industry leader to enter into new authorizations with OEMs on futureengine programs.We engage regularly in dialogue with OEMs and evaluate each licensing opportunity in a disciplined and differentiated manner.Our approach is focused on ensurin

202、g high conviction of generating an attractive return on our investment with a structured new platformintroduction process to mitigate execution risk.Since 2016,we have been awarded licenses and authorizations for eight engine programs.Weintend to continue to leverage our premier reputation and credi

203、bility with OEMs to continue to grow the number of engine platforms that weservice,further diversifying our sources of revenue and profitability.Drive Additional Value Creation Through M&AM&A is a core tenant of our value creation playbook.We maintain a robust pipeline of M&A opportunities,evaluate

204、dozens of potentialacquisitions each year and have completed 11 highly complementary acquisitions since 2017.Through these acquisitions,we have successfullyadded new platforms,customers,capabilities and intellectual property and have expanded our geographic footprint.We have a systematicintegration

205、process that we employ to support our track record of successful integration,seamless onboarding of new facilities,customers andengine programs and realization of significant synergies with our existing business.We believe our markets are highly fragmented with manyattractive opportunities for conti

206、nued acquisitions.We also believe that our market presence,scale and expertise in establishing and executingengine aftermarket services makes us an attractive joint venture partner,particularly in emerging markets which require capital and expertise tocapitalize on significant growth opportunities.W

207、e intend to continue to pursue growth via M&A,evaluating each opportunity within our existingstrategic framework,with focus on long-term equity value appreciation.112025/5/21 15:49S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2025410/000119312525123087/d77263ds1a.htm21/82Table of ContentsSummary Risk

208、FactorsWe are subject to a number of risks,including risks that may prevent us from achieving our business objectives or that may adversely affectour business,financial condition,results of operations,cash flows and prospects.You should carefully consider the risks discussed in the sectionentitled“R

209、isk Factors”included elsewhere in this prospectus and in our Annual Report,including the following risks,before investing in ourcommon stock:risks related to conditions that affect the commercial and business aviation industries;decreases in budget,spending or outsourcing by our military end-users;r

210、isks from any supply chain disruptions or loss of key suppliers;increased costs of labor,equipment,raw materials,freight and utilities due to inflation;future outbreaks and infectious diseases;risks related to competition in the market in which we participate;loss of an OEM authorization or license;

211、risks related to a significant portion of our revenue being derived from a small number of customers;our ability to remediate effectively the material weaknesses identified in our internal control over financial reporting;our ability to respond to changes in GAAP;our or our third-party partners fail

212、ure to protect confidential information;data security incidents or disruptions to our IT systems and capabilities;our ability to comply with laws relating to the handling of information about individuals;changes to United States tariff and import/export regulations;failure to maintain our regulatory

213、 approvals;risks relating to our operations outside of North America;failure to comply with government procurement laws and regulations;any work stoppage,hiring,retention or succession issues with our senior management team and employees;any strains on our resources due to the requirements of being

214、a public company;risks related to our substantial indebtedness;risks related to this offering and ownership of our common stock,including the fact that Carlyle owns a significant amount of ourvoting power,and its interest in our business may be different than yours;and other factors set forth under“

215、Risk Factors”elsewhere in this prospectus and in our Annual Report.Our Principal StockholdersOur principal stockholders are certain investment funds affiliated with Carlyle and GIC.Founded in 1987,Carlyle is a global investment firmwith deep industry expertise that deploys private capital across its

216、 business 122025/5/21 15:49S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2025410/000119312525123087/d77263ds1a.htm22/82Table of Contentsacross three business segments:Global Private Equity,Global Credit and Global Investment Solutions.With$453 billion of assets undermanagement as of March 31,2025,Carl

217、yles teams invest across a range of strategies that leverage its deep industry expertise,local insights andglobal resources to deliver attractive returns throughout an investment cycle.Carlyle employs more than 2,300 people in 29 offices across fourcontinents.Carlyle is a leading private equity inve

218、stor in the aerospace,defense and government services sectors,having completed approximately 46transactions representing approximately$12.3 billion in equity invested since inception.GIC is a leading global investment firm established in 1981 to secure Singapores financial future.As the manager of S

219、ingapores foreignreserves,GIC takes a long-term,disciplined approach to investing and is uniquely positioned across a wide range of asset classes and activestrategies globally.These include equities,fixed income,real estate,private equity,venture capital,and infrastructure.Its long-term approach,mul

220、ti-asset capabilities,and global connectivity enable it to be an investor of choice.GIC seeks to add meaningful value to its investments.Headquartered in Singapore,GIC has a global talent force of over 2,300 people in 11 key financial cities and has investments in over 40 countries.After the consumm

221、ation of this offering,we will no longer be a“controlled company”within the meaning of the corporate governancestandards of the NYSE.Despite this,Carlyle will continue to have,among other things,the ability to designate a majority of our directors and tostrongly influence the approval or disapproval

222、 of substantially all transactions and other matters requiring approval by stockholders,including theelection of directors.See“Risk FactorsRisks Related to this Offering and Ownership of Our Common StockCarlyle owns a significant amountof our voting power,and their interests in our business may be d

223、ifferent than yours”and“Risk FactorsRisks Related to this Offering andOwnership of Our Common StockFollowing this offering,we will no longer be a“controlled company”within the meaning of the NYSE rules.However,we may continue to rely on exemptions from certain corporate governance requirements durin

224、g a one-year transition period.”Our Corporate InformationStandardAero,Inc.is a Delaware corporation incorporated on September 5,2018.Our principal executive office is located at 6710 NorthScottsdale Road,Suite 250,Scottsdale,AZ 85253,our phone number is+1(480)377-3100 and our website is .We haveincl

225、uded our website address in this prospectus as an inactive textual reference only.The information contained on,or that can be accessed through,our website is not a part of,and should not be considered as being incorporated by reference into,this prospectus.132025/5/21 15:49S-1/Ahttps:/www.sec.gov/Ar

226、chives/edgar/data/2025410/000119312525123087/d77263ds1a.htm23/82Table of ContentsTHE OFFERING Common stock offered by the selling stockholders30,000,000 shares.Selling stockholdersThe selling stockholders identified in“Principal and Selling Stockholders.”Common stock to be outstanding after this off

227、ering 334,461,630 shares.Option to purchase additional shares from theselling stockholdersThe underwriters have been granted an option to purchase up to an aggregate of 4,500,000additional shares of common stock from the selling stockholders.The underwriters canexercise this option at any time withi

228、n 30 days from the date of this prospectus.Use of proceedsThe selling stockholders will receive all of the net proceeds from the sale of shares ofcommon stock in this offering.We will not receive any of the proceeds from the sale ofcommon stock offered by the selling stockholders,including any commo

229、n stock soldpursuant to any exercise by the underwriters of their option to purchase additional shares.See“Use of Proceeds.”Conflicts of InterestAffiliates of Carlyle beneficially own in excess of 10%of our issued and outstandingcommon stock and certain Carlyle affiliated funds will receive 5%or mor

230、e of the netproceeds of the offering as selling stockholder.Because TCG Capital Markets L.L.C.,anaffiliate of Carlyle,is an underwriter,this offering is being made in compliance with therequirements of Rule 5121 of the Financial Industry Regulatory Authority,Inc.(“FINRA”).Pursuant to that rule,the a

231、ppointment of a“qualified independent underwriter”is notrequired in connection with this offering as TCG Capital Markets L.L.C.is not primarilyresponsible for managing this offering.TCG Capital Markets L.L.C.will not confirm salesof the securities to any account over which it exercises discretionary

232、 authority without thespecific written approval of the account holder.See“Underwriting(Conflicts of Interest).”Stock exchange symbol“SARO”Controlled companyPrior to this offering,Carlyle controlled a majority of the voting power of our outstandingcommon stock.As a result,we were a“controlled company

233、”within the meaning of thecorporate governance rules of the NYSE.However,after the consummation of thisoffering,we will no longer be a“controlled company.”See“Risk FactorsRisks Relatedto this Offering and Ownership of Our Common StockCarlyle owns a significant amountof our voting power,and their int

234、erests in our business may be different than yours”and“Risk FactorsRisks Related to this Offering and Ownership of Our Common StockFollowing this offering,we will no longer be a“controlled company”within the meaningof the NYSE rules.”However,we may continue to rely on exemptions from certaincorporat

235、e governance requirements during a one-year transition 142025/5/21 15:49S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2025410/000119312525123087/d77263ds1a.htm24/82Table of Contents period.”Even though we will no longer be a“controlled company,”we will continue toqualify for,and may rely on,exemptions

236、 from certain corporate governance requirementsthat would otherwise provide protection to stockholders of other companies during a one-year transition period.In addition,Carlyle will continue to have,among other things,theability to designate a majority of our directors and to strongly influence the

237、 approval ordisapproval of substantially all transactions and other matters requiring approval bystockholders,including the election of directors.Dividend policyWe currently do not intend to declare any dividends on our shares of common stock in theforeseeable future.Our ability to pay dividends on

238、our shares may be limited by thecovenants contained in the agreements governing our outstanding indebtedness andapplicable law.See“Dividend Policy”in the accompanying prospectus.Risk factorsInvesting in our common stock involves a high degree of risk.See“Risk Factors”beginning on page 19 of this pro

239、spectus and the risk factors in the documents incorporatedby reference herein,for a discussion of factors you should carefully consider beforeinvesting in our common stock.The number of shares of common stock outstanding excludes:19,424,158 shares of common stock that are available for future issuan

240、ce under the 2024 Incentive Award Plan(the“2024 Plan”);6,554,233 shares of common stock that are available for future issuance under the 2024 employee stock purchase plan(the“ESPP”);and 463,194 shares of common stock issuable upon the exercise of options outstanding under the Prior Plan(as defined b

241、elow)as ofMarch 31,2025 with a weighted average exercise price of$10.51 per share.The exercise of the option granted to the underwriters to purchase additional shares of common stock from the selling stockholders will notimpact the number of shares of common stock that will be outstanding after this

242、 offering.The number of shares of common stock outstanding includes the 6,036,550 unvested restricted shares of common stock issued in connectionwith the Restructuring Transactions in exchange for unvested Class A-2 Units and Class B Units that were outstanding under the Dynasty ParentHoldings,L.P.a

243、nd StandardAero,Inc.2019 Long-Term Incentive Plan(the“Prior Plan”)as of March 31,2025.152025/5/21 15:49S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2025410/000119312525123087/d77263ds1a.htm25/82Table of ContentsSUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATIONThe following tables set forth our su

244、mmary historical consolidated financial information as of March 31,2025 and December 31,2024 and2023,and for the three months ended March 31,2025 and 2024,and the fiscal years ended December 31,2024,2023 and 2022.The summary historical consolidated statements of operations data and summary historica

245、l consolidated statements of cash flow datapresented below for the three months ended March 31,2025 and 2024 and the consolidated balance sheet data as of March 31,2025 have beenderived from,and should be read together with,our unaudited condensed consolidated historical financial statements and the

246、 accompanying notesincorporated by reference herein.The summary historical consolidated statements of operations data and summary historical consolidatedstatements of cash flow data presented below for the years ended December 31,2024,2023 and 2022 and the consolidated balance sheet data as ofDecemb

247、er 31,2024 and 2023 have been derived from,and should be read together with,our audited consolidated historical financial statementsand the accompanying notes incorporated by reference herein.This information is a summary only and should be read in conjunction with the sections herein entitled“Risk

248、Factors,”and“Capitalization”as well as our Annual Report and Quarterly Report,including the sections therein entitled“Risk Factors”and“Managements Discussion andAnalysis of Financial Condition and Results of Operations”and our audited consolidated historical financial statements and the accompanying

249、notes and our unaudited condensed consolidated historical financial statements and the accompanying notes,each incorporated by reference herein.Our historical results are not necessarily indicative of results to be expected in future periods.Three Months EndedMarch 31,Year Ended December 31,2025 202

250、4 2024 2023 2022(in millions,except share and per share data)Consolidated statements of operations data:Revenue$1,435.6$1,235.7$5,237.2$4,563.3$4,150.5 Cost of revenue 1,217.9 1,054.3 4,483.0 3,928.0 3,604.8 Selling,general and administrative expenses 64.5 52.6 254.1 202.8 188.1 Amortization of inta

251、ngible assets 24.3 23.3 95.4 93.7 93.7 Acquisition costs 1.4 1.5 1.3 Operating income 128.9 105.5 403.3 337.3 262.6 Interest expense 43.8 77.5 282.5 309.6 243.0 Refinancing costs 4.3 23.7 19.9 Loss on debt extinguishment 3.6 15.3 6.2 Other income (3.5)(2.4)Income before income taxes 85.1 20.1 81.8 5

252、.1 22.0 Income tax expense 22.2 16.9 70.8 40.2 43.0 Net income(loss)$62.9$3.2$11.0$(35.1)$(21.0)Per share data:Earnings(Loss)per share Basic$0.19$0.01$0.04$(0.13)$(0.08)Diluted$0.19$0.01$0.04$(0.13)$(0.08)Weighted-average common shares outstanding Basic 328,439 275,175 288,415 275,175 275,175 Dilute

253、d 334,162 275,175 289,799 275,175 275,175 162025/5/21 15:49S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2025410/000119312525123087/d77263ds1a.htm26/82Table of Contents Three MonthsEndedMarch 31,As of December 31,2025 2024 2023 (in millions)Consolidated balance sheet data:Cash$140.8$102.6$58.0 Total a

254、ssets 6,496.1 6,213.6 5,759.4 Total liabilities 4,058.1 3,840.2 4,612.7 Debt,including current portion(1)2,337.0 2,231.4 3,198.8 Total stockholders equity 2,438.0 2,373.4 1,146.7 (1)Includes unamortized discounts of$21.6 million,$22.5 million and$26.9 million as of March 31,2025,December 31,2024 and

255、 2023,respectively,and unamortized deferred finance charges of$15.1 million,$15.7 million and$33.6 million as of March 31,2025,December 31,2024 and 2023,respectively.Three Months EndedMarch 31,Year Ended December 31,2025 2024 2024 2023 2022 (in millions)Consolidated statements of cash flows data:Net

256、 cash provided by(used in)operating activities$(24.0)$(83.6)$76.3$67.9$27.3 Net cash used in investing activities (40.1)(18.0)(235.5)(112.9)(60.8)Net cash provided by(used in)financing activities 102.4 77.5 203.8 (14.7)(25.8)Effect of exchange rate changes on cash (0.1)0.2 (2.4)(3.8)Net increase(dec

257、rease)in cash 38.2 (23.8)44.6 (62.1)(63.1)Cash at beginning of period 102.6 58.0 58.0 120.1 183.2 Cash at end of period$140.8$34.2$102.6$58.0$120.1 Three MonthsEndedMarch 31,Year Ended December 31,2025 2024 2024 2023 2022 (in millions,except percentages)Other data:(1)Engine Services Segment Adjusted

258、 EBITDA(2)$174.0$150.0$610.9$519.1$447.7 Component Repair Services Segment Adjusted EBITDA(2)$47.4$35.8$154.7$125.3$96.7 Adjusted EBITDA(3)(5)$198.2$165.6$690.5$561.1$475.4 Net income(loss)margin 4.4%0.3%0.2%(0.8)%(0.5)%Adjusted EBITDA Margin(4)(5)13.8%13.4%13.2%12.3%11.5%(1)In addition to our opera

259、ting results calculated in accordance with GAAP,we use,and plan to continue using certain non-GAAP financialmeasures when monitoring and evaluating operating performance,including all of the measures presented in this table.The non-GAAPfinancial measures presented in this prospectus are supplemental

260、 measures of our performance that we believe help investors understand ourfinancial condition and operating results and assess our future prospects.We believe that presenting these non-GAAP financial measures,inaddition to the corresponding GAAP financial measures,are important supplemental measures

261、 that exclude non-cash or other items that maynot be indicative of or are unrelated to our core operating results and the overall health of our company.172025/5/21 15:49S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2025410/000119312525123087/d77263ds1a.htm27/82Table of Contents(2)Segment Adjusted EBIT

262、DA is the Companys segment measure of profit or loss as defined by ASC 280.Segment Adjusted EBITDA for eachrespective segment does not include unallocated corporate costs.For additional information regarding Segment Adjusted EBITDA,see Notes24 and 18“Segment information”to our audited consolidated f

263、inancial statements included in our Annual Report and our unauditedcondensed consolidated financial statements included in our Quarterly Report,respectively,incorporated by reference herein.(3)We define Adjusted EBITDA as net income(loss)before interest expense,income tax expense(benefit),depreciati

264、on and amortization,further adjusted for certain non-cash items that we may record each period,as well as non-recurring items such as acquisition costs,integration and severance costs,refinance fees,business transformation costs and other discrete expenses,when applicable.We believe thatAdjusted EBI

265、TDA is an important metric for management and investors as it removes the impact of items that we do not believe areindicative of our core operating results or the overall health of our company and allows for consistent comparison of our operating resultsover time and relative to our peers.(4)We def

266、ine Adjusted EBITDA Margin as Adjusted EBITDA divided by total revenue.We believe that Adjusted EBITDA Margin is animportant metric for management and investors as it removes the impact of items that we do not believe are indicative of our core operatingresults or the overall health of our company a

267、nd allows for consistent comparison of our operating results over time and relative to our peers.(5)The following table presents a reconciliation of net income(loss)to Adjusted EBITDA and Adjusted EBITDA Margin:Three Months EndedMarch 31,Year Ended December 31,2025 2024 2024 2023 2022 (in millions,e

268、xcept percentages)Net income(loss)$62.9$3.2$11.0$(35.1)$(21.0)Income tax expense 22.2 16.9 70.8 40.2 43.0 Depreciation and amortization 48.7 47.4 188.1 197.1 195.2 Interest expense 43.8 77.5 282.5 309.6 243.0 Business transformation costs(LEAP and CFM)(a)12.9 10.2 43.2 11.4 IPO-related costs 26.9 Re

269、financing costs 4.3 23.7 19.9 Loss on debt extinguishment 3.6 15.3 6.2 Stock compensation(b)2.0 17.4 Integration costs and severance(c)1.4 0.3 2.8 1.4 4.7 Acquisition costs(d)1.4 1.5 1.3 Other(e)4.3 2.2 7.4 8.9 9.2 Adjusted EBITDA$198.2$165.6$690.5$561.1$475.4 Revenue$1,435.6$1,235.7$5,237.2$4,563.3

270、$4,150.5 Net income(loss)margin 4.4%0.3%0.2%(0.8)%(0.5)%Adjusted EBITDA Margin 13.8%13.4%13.2%12.3%11.5%(a)Represents new product industrialization costs with the business transformation of the LEAP 1A/1B engine line in San Antonio,Texas andthe expansion of our CFM56 capabilities into Dallas,Texas.(

271、b)Represents non-cash stock compensation expense associated with awards issued under 2019 Long-Term Incentive Plan in connection withCarlyles ownership.Because those awards do not vest until a liquidity event,the Company did not begin recognizing any associated stockcompensation expense until the IP

272、O on October 2,2024,when a liquidity event became probable.See Note 19,“Stock Based Compensation”to our consolidated financial statements included in our Annual Report incorporated by reference herein for additional details.182025/5/21 15:49S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2025410/0001193

273、12525123087/d77263ds1a.htm28/82Table of Contents(c)Represents integration costs incurred,including any facility or platform consolidation associated with the integration of an acquisition thatdoes not meet capitalization criteria and severance related to reduction in workforce or acquisitions.Exampl

274、es of integration costs mayinclude lease breakage or run-off fees,consulting costs,demolition costs or training costs.(d)Represents transaction costs incurred in connection with planned and completed acquisitions,including legal and professional fees,debtarrangement fees and other third-party costs.

275、(e)Represents other non-recurring costs including quarterly management fees payable to Carlyle Investment Management L.L.C.and BeamerInvestment Inc.under consulting services agreements,representation and warranty insurance costs associated with acquisitions,and othernon-comparable events to measure

276、operating performance as these events arise outside of our ordinary course of continuing operations.See“Certain Relationships and Related Party TransactionsRelated Party TransactionsConsulting Services Agreements”for descriptions ofthe consulting services agreements with Carlyle Investment Managemen

277、t L.L.C.and Beamer Investment Inc.192025/5/21 15:49S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2025410/000119312525123087/d77263ds1a.htm29/82Table of ContentsRISK FACTORSAn investment in our common stock involves a high degree of risk.You should carefully consider the risks described below and the o

278、therinformation contained in or incorporated by reference in this prospectus,including our audited consolidated historical financial statements and therelated notes included in our Annual Report before deciding whether to purchase shares of our common stock.The occurrence of any of the events ordeve

279、lopments described below or in our Annual Report could adversely affect our business,results of operations,financial condition and prospects.Insuch an event,the market price of our common stock could decline,and you may lose all or part of your investment.Additional risks and uncertaintiesnot presen

280、tly known to us or that we currently believe are not material may also impair our business,results of operations,financial condition andprospects.The risks discussed below and in our Annual Report also contain forward-looking statements,and our actual results may differ materiallyfrom those discusse

281、d in these forward-looking statements.See“Cautionary Note Regarding Forward-Looking Statements”included elsewhere in thisprospectus and in our Annual Report.Risks Related to this Offering and Ownership of Our Common StockOur share price may change significantly following this offering,and you may no

282、t be able to resell our common stock at or above the priceyou paid or at all,and you could lose all or part of your investment as a result.The trading price of our common stock has experienced volatility and is likely to be volatile in the future.The stock market has experiencedextreme volatility.Th

283、is volatility often has been unrelated or disproportionate to the operating performance of particular companies.You may not beable to resell your common stock at or above the offering price due to a number of factors such as those listed in other portions of this“Risk Factors”section and in the“Risk

284、 Factors”section of our Annual Report incorporated by reference herein and the following:results of operations that vary from the expectations of securities analysts and investors;results of operations that vary from those of our competitors;changes in expectations as to our future financial perform

285、ance and growth,including financial estimates and investment recommendationsby securities analysts and investors;changes in the perception of our brand or industry;declines in the market prices of stocks generally;strategic actions by us or our competitors;announcements by us or our competitors of s

286、ignificant contracts,new products,acquisitions,joint marketing relationships,joint ventures,other strategic relationships or capital commitments;changes in general economic or market conditions or trends in our industry or markets;changes in business or regulatory conditions;additions or departures

287、of key management personnel;future sales of our common stock or other securities by us or our stockholders,or the perception of such future sales;investor perceptions of the investment opportunity associated with our common stock relative to other investment alternatives;the publics response to pres

288、s releases or other public announcements by us or third parties,including our filings with the SEC;announcements relating to litigation;202025/5/21 15:49S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2025410/000119312525123087/d77263ds1a.htm30/82Table of Contents guidance,if any,that we provide to the

289、public,any changes in this guidance or our failure to meet this guidance;the sustainability of an active trading market for our common stock;changes in accounting principles;and other events or factors,including those resulting from natural disasters,pandemics,epidemics,war,acts of terrorism or resp

290、onses to theseevents.These broad market and industry fluctuations may materially adversely affect the market price of our common stock,regardless of our actualoperating performance.In addition,price volatility may be greater if the public float and trading volume of our common stock are low.In the p

291、ast,following periods of market volatility,stockholders have instituted securities class action litigation.If we were to become involved insecurities litigation,it could have a substantial cost and divert resources and the attention of executive management from our business regardless of theoutcome

292、of such litigation.Carlyle owns a significant amount of our voting power,and their interests in our business may be different than yours.Following this offering,Carlyle will own approximately 46.7%of our common stock(or 45.6%if the underwriters exercise their option topurchase additional shares from

293、 the selling stockholders in full).Pursuant to the Stockholders Agreement,Carlyle has the right to designate eight of ournine directors and will continue to have the right to designate a majority of our directors until it owns less than 25%of our outstanding shares ofcommon stock.See“Certain Relatio

294、nships and Related Party Transactions”in the accompanying prospectus.As a result,Carlyle or its nominees to theboard of directors have the ability to strongly influence or effectively control the appointment of our management,the entering into of mergers,sales ofsubstantially all of our assets and o

295、ther extraordinary transactions and influence amendments to our certificate of incorporation.Although Carlyle willno longer own a majority of our common stock,they will have the ability to strongly influence the vote in any election of directors and could have theability to influence any transaction

296、 that requires stockholder approval regardless of whether others believe the transaction is in our best interests.In anyof these matters,the interests of Carlyle may differ from or conflict with the interests of our other stockholders.Moreover,this concentration of stockownership may also adversely

297、affect the trading price for our common stock to the extent investors perceive disadvantages in owning stock of acompany with a large stockholder.In addition,since Carlyle will continue to own approximately 46.7%of our common stock(or 45.6%if theunderwriters exercise their option to purchase additio

298、nal shares from the selling stockholders in full)following this offering,the price of our commonstock may be volatile due to a limited public float.We have historically paid Carlyle an annual fee for certain advisory and consulting services pursuant to a consulting services agreement.Inconnection wi

299、th the IPO,the consulting services agreement was amended and restated and is in full force and effect until the earlier of the secondanniversary of the consummation of the IPO and the date on which Carlyle Investment Management L.L.C.and its affiliates collectively andbeneficially own,directly or in

300、directly,less than 10%of our outstanding common stock.See“Certain Relationships and Related Party TransactionsRelated Party TransactionsConsulting Services Agreements”in the accompanying prospectus for a description of the consulting services agreement.In addition,Carlyle is in the business of makin

301、g investments in companies and may,from time to time,acquire interests in businesses that directly orindirectly compete with our business,as well as businesses that are significant existing or potential customers.Carlyle may acquire or seek to acquireassets that we seek to acquire and,as a result,th

302、ose acquisition opportunities may not be available to us or may be more expensive for us to pursue.212025/5/21 15:49S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2025410/000119312525123087/d77263ds1a.htm31/82Table of ContentsFollowing this offering,we will no longer be a“controlled company”within the

303、meaning of the NYSE rules.However,we may continue to rely onexemptions from certain corporate governance requirements during a one-year transition period.After completion of this offering,Carlyle will no longer own a majority of our common stock.As a result,we will no longer be considered a“controll

304、ed company”within the meaning of the corporate governance standards of the NYSE and the rules of the SEC.However,even though we willno longer be a“controlled company,”we will continue to qualify for,and may rely on,exemptions from certain corporate governance requirements thatwould otherwise provide

305、 protection to stockholders of other companies during a one-year transition period.During this one-year transition period,wemay elect not to comply with certain corporate governance requirements,including:the requirement that a majority of our board of directors consist of“independent directors”as d

306、efined under the rules of the NYSE;the requirement that we have a compensation committee that is composed entirely of directors who meet the NYSE independencestandards for compensation committee members and that we adopt with a written charter addressing the committees purpose andresponsibilities;th

307、e requirement that our director nominations be made,or recommended to our full board of directors,by our independent directors or by anominations committee that consists entirely of independent directors and that we adopt a written charter or board resolution addressingthe nominations process;and th

308、e requirement for an annual performance evaluation of the nominating and corporate governance and compensation committees.We do not currently and do not intend to rely on the exemptions listed above,however we may elect to rely on certain of these exemptions duringa one-year transition period.As a r

309、esult,in the future,our board of directors and those committees may have more directors who do not meet theNYSEs independence standards than they would if those standards were to apply.The independence standards are intended to ensure that directors whomeet those standards are free of any conflictin

310、g interest that could influence their actions as directors.Accordingly,you may not have the sameprotections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE.Future sales,or the perception of future sales,by us or our stockholders coul

311、d cause the market price for our common stock to decline.The sale of our common stock,or the perception that such sales could occur,could harm the prevailing market price of our common stock.Thesesales,or the possibility that these sales may occur,also might make it more difficult for us to sell equ

312、ity securities in the future at a time and at a pricethat we deem appropriate.Upon consummation of this offering,we will have a total of 334,461,630 shares of common stock outstanding.Of these outstanding shares,the30,000,000 shares sold in this offering(or 34,500,000 shares if the underwriters exer

313、cise their option to purchase additional shares of common stockfrom the selling stockholders in full)will be,and the 36,000,000 shares sold in the March Secondary Offering and the 69,000,000 shares sold in the IPOare,freely tradable without restriction or further registration under the Securities Ac

314、t,except for any shares common stock held by our affiliates,as thatterm is defined under Rule 144 of the Securities Act(“Rule 144”),including certain of our directors,executive officers and other affiliates(includingCarlyle),which may be sold only in compliance with the limitations described in“Shar

315、es Eligible for Future Sale.”Generally,the balance of ouroutstanding shares of common stock not held by the public are“restricted securities”within the meaning of Rule 144 and subject to certain restrictionson resale.Restricted securities may be sold in the public market only if they are registered

316、under the Securities Act or are sold pursuant to an exemptionfrom registration such as Rule 144,as described in“Shares Eligible for Future Sale.”222025/5/21 15:49S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2025410/000119312525123087/d77263ds1a.htm32/82Table of ContentsIn connection with this offerin

317、g,we expect that the selling stockholders will agree with the underwriters,subject to certain exceptions,not todispose of or hedge any of our or their common stock or securities convertible into or exchangeable for common stock during the period from the date ofthis prospectus continuing through the

318、 date that is 60 days after the date of this prospectus,except with the prior written consent of certainrepresentatives of the underwriters.See“Shares Eligible for Future ResaleLock-up Agreements”and“Underwriting”(Conflicts of Interest)for adescription of these lock-up agreements.In connection with

319、this offering,J.P.Morgan Securities LLC and Morgan Stanley&Co.LLC,as representatives of the several underwriters in theMarch Secondary Offering,have agreed to release the restrictions under the lock-up agreements that were executed in connection with the MarchSecondary Offering with respect to the s

320、hares to be sold by the selling stockholders in this offering.Upon the expiration of the contractual lock-up agreements pertaining to this offering,the shares subject to such lock-up agreements will beeligible for sale in the public market,all of which shares are held by our directors,executive offi

321、cers and existing investors and will be subject tovolume,manner of sale and other limitations under Rule 144.Following completion of this offering,common stock covered by registration rights wouldrepresent approximately 58.6%of our outstanding shares of common stock(or 57.3%,if the underwriters exer

322、cise their option to purchase additionalshares of common stock from the selling stockholders in full).Registration of any of these outstanding shares of common stock would result in suchshares becoming freely tradable without compliance with Rule 144 upon effectiveness of the registration statement.

323、See“Shares Eligible for FutureSale.”As restrictions on resale end or if these stockholders exercise their registration rights,the market price of our common stock could dropsignificantly if the holders of these shares sell them or are perceived by the market as intending to sell them.These factors c

324、ould also make it moredifficult for us to raise additional funds through future offerings of our common stock or other securities.In addition,our shares of common stock reserved for future issuance under the Prior Plan,the 2024 Plan and the ESPP will become eligible forsale in the public market once

325、 those shares are issued,subject to provisions relating to various vesting agreements,lock-up agreements and Rule 144,asapplicable.In the future,we may also issue our securities in connection with investments or acquisitions.The amount of our common stock issued inconnection with an investment or ac

326、quisition could constitute a material portion of our then-outstanding common stock.Any issuance of additionalsecurities in connection with investments or acquisitions may result in additional dilution to you and the securities issued may have rights that are seniorto our common stock.Our ability to

327、raise capital in the future may be limited.We have historically funded our operations since our founding primarily through debt financings and cash generated from our operations.Weintend to continue to make investments to support our growth and may require additional funds for such development,and a

328、dditionally,our business andoperations may consume resources faster than we anticipate.In the future,we may need to raise additional funds through the issuance of new equitysecurities,debt or a combination of both.Additional financing may not be available on favorable terms,or at all.If adequate fun

329、ds are not available onacceptable terms,we may be unable to fund our capital requirements or invest in future growth opportunities.In particular,macroeconomic factors,including interest rate increases and bank failures have caused disruption in the credit and financial markets in the United States a

330、nd worldwide,whichmay reduce our ability to access capital and negatively affect our liquidity in the future.If we are unable to obtain adequate financing or financing onterms satisfactory to us,our ability to develop our offerings,support our business growth,and respond to business challenges could

331、 be significantlyimpaired,and our business may be adversely affected.232025/5/21 15:49S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2025410/000119312525123087/d77263ds1a.htm33/82Table of ContentsIf we issue new debt securities,the debt holders would have rights senior to common stockholders to make cl

332、aims on our assets,and any debtfinancing we secure may have higher interest rates and could restrict our operations,including our ability to pay dividends on our common stock.Furthermore,if we issue additional equity securities,existing stockholders will experience dilution,and the new equity securi

333、ties could have rightssenior to those of our common stock.Because our decision to issue securities in any future offering will depend on market conditions and other factorsbeyond our control,we cannot predict or estimate the amount,timing or nature of our future offerings.Thus,our stockholders bear the risk of our futuresecurities offerings reducing the market price of our common stock and dilutin