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1、2025/5/21 15:56S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2021880/000119312525123194/d915070ds1a.htm1/326S-1/A 1 d915070ds1a.htm S-1/ATable of ContentsAs filed with the Securities and Exchange Commission on May 20,2025.Registration No.333-281497 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashin

2、gton,D.C.20549 Amendment No.5toFORM S-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 HMH Holding Inc.(Exact name of registrant as specified in its charter)Delaware 3533 99-2746883(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Numb

3、er)(I.R.S.EmployerIdentification Number)3300 North Sam Houston Parkway EastHouston,Texas 77032(281)449-2000(Address,including zip code,and telephone number,including area code,of registrants principal executive offices)Dwight W.RettigGeneral Counsel3300 North Sam Houston Parkway EastHouston,Texas 77

4、032(281)449-2000(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:James B.MarshallJoshua DavidsonBaker Botts L.L.P.910 Louisiana StreetHouston,TX 77002(713)229-1234 Ryan J.MaiersonNick S.DhesiLatham&Watkins LLP811 Main Street,Suite 3700Houston,T

5、X 77002(713)546-5400 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 415 under the

6、 Securities Act of1933,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please check the following box and listthe Securities Act registration statement number of the earlier effective registration stateme

7、nt 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 Actregistration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effe

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

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

10、-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor revised financial accounting standards provided pursuant to Section 7(a)(2)(B

11、)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 theregistrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective inacco

12、rdance with Section 8(a)of the Securities Act of 1933,as amended,or until this registration statement shall become effective on such dateas the Securities and Exchange Commission,acting pursuant to said Section 8(a),may determine.2025/5/21 15:56S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2021880/000

13、119312525123194/d915070ds1a.htm2/326Table of Contents The information in this preliminary prospectus is not complete and may be changed.The securities described herein may not be solduntil the registration statement filed with the Securities and Exchange Commission is effective.This preliminary pros

14、pectus is not anoffer to sell,nor does it seek an offer to buy,the securities described herein in any jurisdiction where the offer or sale is not permitted.Subject to completion,dated ,2025Prospectus shares HMH Holding Inc.Class A common stockThis is our initial public offering.We are offering share

15、s of our Class A common stock.Prior to this offering,there has been no public market for our Class A common stock.It is currently estimated that the initialpublic offering price will be between$and$per share of Class A common stock.We have applied to listour Class A common stock on The Nasdaq Global

16、 Select Market(“Nasdaq”)under the symbol“HMH.”To the extent that the underwriters sell more than shares of Class A common stock in this offering,the underwritershave the option to purchase,exercisable within 30 days from the date of this prospectus,up to an additional sharesof Class A common stock f

17、rom us at the public offering price less the underwriting discounts and commissions.We are an“emerging growth company”as that term is used in the Jumpstart Our Business Startups Act of 2012,and assuch,we have elected to take advantage of certain reduced public company reporting requirements for this

18、 prospectus andfuture filings.See“Risk factors”and“SummaryEmerging growth company status.”We have two classes of common stock:Class A common stock and Class B common stock.Upon completion of this offeringand the reorganization transactions described herein,holders of shares of our Class A common sto

19、ck will be entitled to onevote for each share of Class A common stock,and holders of shares of our Class B common stock will be entitled to one votefor each share of Class B common stock,held of record on all matters on which stockholders are entitled to vote generally.See“Description of capital sto

20、ck.”Upon consummation of this offering,the Principal Stockholders(as defined herein)willhold 100%of the shares of Class B common stock that will entitle them to%of the combined voting power of ourcommon stock(or%if the underwriters exercise in full their option to purchase additional shares of Class

21、 A commonstock).This offering is being conducted through what is commonly referred to as an umbrella partnership-C corporation,or“Up-C,”structure.The Up-C structure provides each Principal Stockholder with the tax advantage of continuing to owninterests in a pass-through structure and provides poten

22、tial future tax benefits for us and such Principal Stockholder whenand if such Principal Stockholder ultimately exchanges its B.V.Non-Voting Shares(as defined herein)(or,in the case ofAkastor(as defined herein),its B.V.Non-Voting Class B Shares(as defined herein)and Mercury HoldCo Inc.shares)and its

23、shares of our Class B common stock for shares of Class A common stock.See“Corporate reorganization.”We intend to,among other things,use$million of the net proceeds from this offering to pay the cash consideration portion of thepurchase price to purchase an aggregate B.V.Voting Class A Shares and B.V

24、.Voting Class B Shares(each as defined herein)from Baker Hughes(as defined herein)and/or Akastor pursuant to the corporate reorganization.See“Use of proceeds.”Investing in our Class A common stock involves risks.See“Risk factors”beginning on page 38 to read aboutfactors you should consider before bu

25、ying shares of our Class A common stock.Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus is truthful or complete.Any representation to thecontrary is a criminal offense.Per share Total I

26、nitial public offering price$Underwriting discounts and commissions(1)$Proceeds,before expenses,to HMH Holding Inc.$(1)See“Underwriting”for a description of all underwriting compensation payable in connection with this offering.The underwriters expect to deliver the shares of Class A common stock ag

27、ainst payment on or about,2025.J.P.Morgan Piper Sandler Evercore ISICitigroup DNB CarnegieNordea StifelThe date of this prospectus is,2025.2025/5/21 15:56S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2021880/000119312525123194/d915070ds1a.htm3/326Table of ContentsTable of contents Summary 1 The offeri

28、ng 26 Summary historical and pro forma financial data 31 Cautionary statement regarding forward-looking statements 35 Risk factors 38 Use of proceeds 87 Dividend policy 89 Capitalization 90 Dilution 91 Managements discussion and analysis of financial condition and results of operations 93 Industry o

29、verview 120 Business 130 Management 162 Executive compensation 170 Security ownership of certain beneficial owners and management 179 Corporate reorganization 181 Certain relationships and related party transactions 188 Description of capital stock 200 Shares eligible for future sale 205 Certain ERI

30、SA considerations 208 Material U.S.federal income tax considerations for non-U.S.holders 211 Underwriting 216 Legal matters 227 Experts 227 Where you can find additional information 227 Glossary of selected terms A-1 Index to consolidated financial statements F-1 i2025/5/21 15:56S-1/Ahttps:/www.sec.

31、gov/Archives/edgar/data/2021880/000119312525123194/d915070ds1a.htm4/326Table of ContentsAbout this prospectusWe have not,and the underwriters have not,authorized any other person to provide you with information different from that contained inthis prospectus and any free writing prospectus.We and th

32、e underwriters take no responsibility for,and can provide no assurance as tothe reliability of,any other information that others may give you.We are not,and the underwriters are not,making an offer to sell thesecurities described herein in any jurisdiction where an offer or sale is not permitted.The

33、 information in this prospectus is accurate only asof the date of this prospectus,regardless of the time of delivery of this prospectus or any sale of our Class A common stock.Our business,financial condition,results of operations and prospects may have changed since that date.This prospectus contai

34、ns forward-looking statements that are subject to a number of risks and uncertainties,many of which are beyondour control.See“Risk factors”and“Cautionary statement regarding forward-looking statements.”Presentation of financial and operating dataHMH Inc.(as defined herein)was formed on April 29,2024

35、,and has not conducted and will not conduct any material business operationsprior to the completion of the transactions described under“Corporate reorganization”other than certain activities related to this offering.Our predecessor consists of HMH B.V.(as defined herein)and its subsidiaries on a con

36、solidated basis.Unless otherwise indicated,thehistorical consolidated financial and operating information included in this prospectus presents the historical financial and operatinginformation of HMH B.V.Historical financial and operating information is not indicative of the results that may be expe

37、cted in any futureperiods.For more information,please see the historical consolidated financial statements and related notes thereto included elsewhere inthis prospectus.Certain amounts and percentages herein may not sum due to the use of rounded numbers.Organizational structureThis offering is bein

38、g conducted through what is commonly referred to as an“Up-C”structure.Following this offering and thereorganization transactions described in“SummaryCorporate reorganization,”HMH Inc.will be a holding company whose sole materialasset will consist of a%equity interest in HMH B.V.,with such equity int

39、erest consisting of B.V.Voting Class A Shares and B.V.Voting Class B Shares.HMH B.V.will continue to wholly own all of our operating assets.After the consummation of thetransactions contemplated by this prospectus,HMH Inc.will own all of the B.V.Voting Shares(as defined herein).See“SummaryCorporate

40、reorganization”and“Corporate reorganization”for more information on this structure.Industry and market dataThe market data and certain other statistical information used throughout this prospectus are based on independent industry publications,government publications and other published independent

41、sources,including Rystad Energy,the International Energy Agency(“IEA”)andS&P Global Commodity Insights,as well as publicly available information.In some cases,we do not expressly refer to the sources fromwhich this data is derived.Although we believe that these third-party sources are reliable as of

42、 their respective dates,neither we nor theunderwriters have independently verified the accuracy or completeness of this information.Some data is also based on our good faithestimates.The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors,incl

43、uding thosedescribed under“Risk factors.”These and other factors could cause results to differ materially from those expressed in these publications.Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties asthe other forwar

44、d-looking statements in this prospectus.ii2025/5/21 15:56S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2021880/000119312525123194/d915070ds1a.htm5/326Table of ContentsTrademarks and trade namesWe own or have rights to various trademarks,service marks and trade names that we use in connection with the

45、operation of ourbusiness.This prospectus may also contain trademarks,service marks and trade names of third parties,which are the property of theirrespective owners.Our use or display of third parties trademarks,service marks,trade names or products in this prospectus is notintended to,and does not

46、imply,a relationship with,or endorsement or sponsorship by,us or such third parties.Solely for convenience,the trademarks and service marks referred to in this prospectus may appear without the,TM or SM symbols,but such references are notintended to indicate,in any way,that we will not assert,to the

47、 fullest extent under applicable law,our rights or the right of the applicablelicensor to these trademarks and service marks.iii2025/5/21 15:56S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2021880/000119312525123194/d915070ds1a.htm6/326Table of ContentsSummaryThis summary provides a brief overview of

48、information contained elsewhere in this prospectus.This summary does not contain all ofthe information that you should consider before making an investment decision with respect to our Class A common stock.You shouldread the entire prospectus carefully,including the consolidated financial statements

49、 and related notes thereto included elsewhere inthis prospectus.Unless indicated otherwise,the information presented in this prospectus assumes(i)an initial public offering price of$per share of Class A common stock(the midpoint of the price range set forth on the cover page of this prospectus),(ii)

50、thatthe underwriters do not exercise their option to purchase additional shares of Class A common stock,and(iii)other than inthe consolidated financial statements and related notes thereto included elsewhere in this prospectus,the consummation of thereorganization transactions described in“Corporate

51、 reorganization”(the“corporate reorganization”).You should read“Risk factors”for more information about important risks that you should consider carefully before buying our Class A common stock.HMH Holding Inc.,the issuer in this offering(“HMH Inc.”),is a holding company formed to own all of the vot

52、ing equity of HMH HoldingB.V.,formerly known as MHH Holding B.V.(“HMH B.V.”).Upon the consummation of this offering and the corporate reorganization,HMH Inc.s sole material asset will be an equal number of B.V.Voting Class A Shares and B.V.Voting Class B Shares purchased fromHMH B.V.and the Principa

53、l Stockholders with the net proceeds from this offering.HMH Inc.will,through HMH B.V.and itssubsidiaries,conduct our business.Accordingly,our historical financial statements are those of HMH B.V.,which we refer to herein asour“predecessor.”Unless the context otherwise requires or as otherwise indica

54、ted,references in this prospectus to(i)the“Company,”“HMH,”“we,”“our”and“us,”or like terms,(a)for periods prior to completion of this offering,refer to the assets and operations of HMH B.V.and itssubsidiaries,and(b)for periods after completion of this offering,refer to the assets and operations of HM

55、H Inc.and its subsidiaries,including HMH B.V.and its subsidiaries,(ii)“Baker Hughes”refer to Baker Hughes Company(Nasdaq:BKR)and its wholly ownedsubsidiary,Baker Hughes Holdings LLC,(iii)“Akastor”refer to Akastor ASA(OSE:AKAST)and its wholly owned subsidiaries,AkastorAS,Mercury HoldCo AS and Mercury

56、 HoldCo Inc.,and(iv)“Principal Stockholders”refer to Baker Hughes and Akastor.We haveprovided definitions for some of the terms we use to describe our business and industry and other terms used in this prospectus in the“Glossary of selected terms”beginning on page A-1 of this prospectus.Company over

57、viewWe are a leading provider of highly engineered,mission-critical equipment solutions,providing customers with a comprehensiveportfolio of drilling equipment,services and systems utilized in oil and gas drilling operations,both offshore and onshore.Our globalreach,technical expertise and innovativ

58、e product offerings,coupled with our integrated operations from manufacturing to aftermarketservices,allow us to provide customers with first class technology,engineering and project management services through the entireasset lifecycle of the equipment we provide.In addition,we are growing our port

59、folio of products and services to adjacent industries,such as mining.The complexity and criticality of our installed equipment drive customers to choose us for their aftermarket support,particularly in the offshore environment,which is subject to extensive regulation.Our comprehensive portfolio of o

60、fferings,supported by integrated delivery capabilities and broad range of applications,enables us toaddress a full range of customer priorities.Our offerings are broadly categorized as:Sales of projects and products.This includes(i)comprehensive drilling equipment packages containing a full suite of

61、components needed for a newbuild or reactivated drilling rig and(ii)individual or grouped 12025/5/21 15:56S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2021880/000119312525123194/d915070ds1a.htm7/326Table of Contents components of drilling and pressure control equipment that facilitate customers maint

62、aining and upgrading their existing fleet.During the three months ended March 31,2025 and the year ended December 31,2024,we derived 27.6%and 27.2%,respectively,of our revenue from sales of projects and products.Aftermarket services.This includes services on installed equipment and integrated digita

63、l solutions.Our aftermarket servicesfacilitate customers maintaining and improving the lifespan,safety and efficiency of their existing drilling rig fleets.During the threemonths ended March 31,2025 and the year ended December 31,2024,we derived 42.1%and 43.4%,respectively,of our revenuefrom afterma

64、rket services.Sales of spare parts.This includes replacement parts for installed equipment used in oil and gas drilling operations.During thethree months ended March 31,2025 and the year ended December 31,2024,we derived 30.3%and 29.4%,respectively,of ourrevenue from sales of spare parts.1 NCS=Norwe

65、gian Continental ShelfApproximately 75%of our installed base of equipment serves the offshore drilling market,which is more highly regulated,moredemanding and more technologically sophisticated than is typically encountered in the onshore market.As a result,offshore operatorsrequire highly engineere

66、d equipment and technical support services to keep their operations running safely,efficiently andproductively.We believe that we are well-positioned to continue supporting and building our presence in the offshore drilling market asa result of our full,integrated suite of mission-critical drilling

67、solutions,highly technical expertise,aftermarket services offerings andlong experience providing and maintaining equipment in this industry.We are a global company,with locations in 16 countries and sales in over 90 countries in 2024.We are headquartered in Houston,Texas,USA,with two major operation

68、al centers located close to key offshore areas in Houston,Texas,USA,and Kristiansand,Norway.In addition to our sales offices and direct sales efforts,we incorporate distributors and manufacturing sales representativesinto our sales and marketing channels in certain limited locations to market our va

69、rious offerings.22025/5/21 15:56S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2021880/000119312525123194/d915070ds1a.htm8/326Table of ContentsWe sell equipment and services to three core customer categories across the markets that we serve:(i)drilling contractors;(ii)operators,including both oil and g

70、as exploration and production(“E&P”)companies and mining companies onshore and offshore;and(iii)manufacturers,consisting of shipyards and manufacturers of capital equipment.In addition to providing a range of equipment,spare parts,recurring aftermarket services and digital solutions to the onshore a

71、nd offshore oil and gas drilling industry,we provideequipment and services to the onshore and subsea mining industry.Over our 125-year history,we believe we have developed trustedrelationships with our customers and a strong reputation across industries with recognizable brand names,such as Hydril P

72、ressureControl(“Hydril”),VetcoGray,Wirth and Maritime Hydraulics.Health,Safety,Security and Environment(“HSSE”)is a key component of our organizational culture,and we strive to cultivate anHSSE-focused mindset among our employees and in connection with our activities.Our employees are expected to ad

73、vance ourcorporate HSSE values and principles,including caring for the environment and prioritizing the safety and well-being of ouremployees and other stakeholders.We have an asset-light business model through the leveraging of our existing operating footprint and original equipment manufacturer(“O

74、EM”)business model and are well positioned to grow and scale our business with low incremental investment and capitalexpenditures.During the three months ended March 31,2025,our net income was$5.9 million(or 3.0%of revenue)(as compared tonet income of$8.5 million during the three months ended March

75、31,2024)and our Adjusted EBITDA(as defined herein)was$29.9million(or 15.1%of revenue),while capital expenditures,including development costs,represented only 1.2%of revenue.During theyear ended December 31,2024,our net income was$52.0 million(or 6.2%of revenue)(as compared to net income of$17.4 mill

76、ionduring the year ended December 31,2023)and our Adjusted EBITDA was$158.4 million(or 18.8%of revenue),while capitalexpenditures,including development costs,represented only 2.2%of revenue.Having an asset-light business allows us to generate astrong adjusted return on capital employed(“Adjusted ROC

77、E”),a metric that we use to evaluate the profitability of our capitalemployed in our business operations.During the three months ended March 31,2025 and the year ended December 31,2024,ourAdjusted ROCE was 3.5%and 19.7%,respectively.Adjusted EBITDA and Adjusted ROCE are non-GAAP financial measures.P

78、leasesee“Summary historical and pro forma financial dataNon-GAAP financial measures”for the definitions of Adjusted EBITDA andAdjusted ROCE and a reconciliation of Adjusted EBITDA and Adjusted 32025/5/21 15:56S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2021880/000119312525123194/d915070ds1a.htm9/326

79、Table of ContentsROCE to our most directly comparable financial measures calculated and presented in accordance with generally acceptedaccounting principles in the United States of America(“GAAP”).HMH B.V.was formed on October 1,2021,through the combination of Baker Hughess Subsea Drilling Systems p

80、ressure controlbusiness and Akastors MHWirth drilling equipment business.As of May 20,2025,50%of HMH B.V.s ordinary shares were held byBaker Hughes,and 50%of HMH B.V.s ordinary shares were held by Akastor.Baker Hughes is an energy technology company with adiversified portfolio of technologies and se

81、rvices that span the energy and industrial value chain.Akastor is a Norway-based oilservices investment company with a portfolio of industrial and financial holdings.Together with our traditional business lines,we are embracing new opportunities in adjacent industries,including subsea mining.Weappro

82、ach all industries with a commitment to quality,safety and value.In even the most demanding environments,we strive to delivervalue-adding products and services.Our history and brandsAlthough the HMH trade name was created in connection with the formation of HMH B.V.in 2021,many of our product lines

83、havebeen associated with the manufacture of highly engineered,mission-critical equipment for the oil and gas drilling industry for decades,and in the case of Wirth,for more than 125 years.Building on our legacy of historical brands,and with an eye towards innovation,wehave created a comprehensive po

84、rtfolio of products,systems and services for offshore and onshore drilling,subsea and onshoremining and certain large and complex construction applications.We continue to build on our legacy of historical brands such asMaritime Hydraulics,Wirth and Hydril,among others,giving us a unique opportunity

85、to innovate in different segments and expand onour existing portfolio.Many of our product lines have been in existence for decades,providing us opportunities to pursue improvements and innovations asour customers grow and undertake new challenges.Wirth developed its first mud pump in 1905,and since

86、then has continuouslyworked to improve the portfolio of mud pump designs.Wirth was also one of the pioneers of pile top drill rigs and reverse circulationdrilling.Hydril Company,a name derived from the term“Hydraulic Drilling Equipment,”was formed in 1933.During that decade,itproduced the first hydr

87、aulically operated blowout preventer(“BOP”).We reached another milestone when we began deliveringdrawworks and pyramid masts and substructures for onshore rigs in 1950.Maritime Hydraulics,which was established in 1968,launched the drilling industry in Kristiansand,Norway in support of Norwaysdevelop

88、ment of offshore oil production in the early 1970s.In the 1980s,Maritime Hydraulics built its first top drives,of which we havedelivered nearly 400 units.In addition to our drawworks portfolio,we launched the award-winning RamRig in 1996,a highly efficientcompensating system for semisubmersible and

89、drillship operations.The long history of our brands and high customer recognition enables us to pursue research and development(“R&D”)efforts toinnovate existing product and service offerings for our customers,such as the fully electric BOP in development that we believe is thefirst of its kind and

90、will pave the way for safer,more efficient and environmentally sustainable drilling operations.As compared totraditional hydraulic systems,a fully electric BOP minimizes downtime and reduces maintenance costs by providing active monitoring,real-time data and remote-control capabilities.We are also d

91、eveloping several other cutting-edge technologies and solutions,such asa newly designed rotating control device for managed pressure drilling and enhanced pressure assisted shearing for BOPs.42025/5/21 15:56S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2021880/000119312525123194/d915070ds1a.htm10/326T

92、able of ContentsOur global footprint and large installed baseWe have a large,scalable and geographically diverse footprint with crucial customer proximity.Across our presence in 16 countries,we operate 34 physical locations and delivered sales in over 90 countries in 2024.There are over 1,100 instal

93、lations with ourequipment globally.Our equipment offerings can be utilized in both offshore and onshore drilling markets,and we maintain locationsnear strategically important offshore drilling regions,including the Gulf of Mexico,the North Sea,South America,West Africa and theMiddle East.Approximate

94、ly 75%of our installed base serves the offshore market.We have delivered mission-critical rig equipment packages(defined as two or more integrated systems),either pressure control systems,topside equipment or a full suite of products,to 124offshore drilling rigs and platforms.Offshore rigs with our

95、equipment packages operate primarily in international markets,including 22floaters in the North Sea and Europe,17 in Asia,16 in Central and South America,15 in North America and nine in Africa and theMiddle East.Jack-ups and platform rigs with our installed base also operate primarily in internation

96、al markets,including 22 in theNorth Sea and Europe,nine in Africa and the Middle East,seven in North America and seven in Asia.Source:Company information as of January 2025 1 Active rig count includes contracted and under modification or maintenance;stacked rig count includes under construction;Lati

97、n American rig count includes Central AmericaOur operations are heavily focused on aftermarket services and sales of spare parts,which accounted for 42.1%and 30.3%,respectively,of our revenue during the three months ended March 31,2025 and 43.4%and 29.4%,respectively,of our revenueduring the year en

98、ded December 31,2024.A substantial majority of our revenues from aftermarket services and sales of spare partsare derived from the offshore oil and gas industry.Our ability to generate resilient and recurring revenues from aftermarket servicesand sales of spare parts is a direct result of our curren

99、t and growing base of equipment installations globally.Increased drilling activityand wear-and-tear across our large installed base will continue to drive increased revenue from aftermarket services and sales ofspare parts.To effectively service our customers,we utilize our international presence,ou

100、r global supply chain capabilities and a networksupported by a broad and diverse supplier base that works seamlessly with our technical teams.52025/5/21 15:56S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2021880/000119312525123194/d915070ds1a.htm11/326Table of ContentsOur global supply chain initiates

101、 and drives innovation and cost reductions by establishing long-term partnerships with qualifiedsuppliers and optimizing inventory.Our productsWe provide a broad suite of mission-critical,highly engineered equipment to the global oil and gas drilling and mining industries.Ourequipment generally fall

102、s under two broad categories:(i)pressure control systems,including BOPs,and(ii)topside equipment,whichis comprised of hoisting and rotating systems and drilling(mud)circulating systems.We have also developed a comprehensive suiteof digital solutions that are integrated with,and augment the functiona

103、lity of,many of the products we provide,as described under“Digital innovation.”Pressure control systemsOur pressure control systems are critical pieces of safety equipment that are integral for the safe operation of oil and drilling rigs.Weprovide the following primary pieces of equipment under our

104、pressure control systems:Blowout Preventers(BOPs):The BOP is a series of valves designed to either shear the drillstring or close around the drillstring(viapipe rams in a ram BOP or by an annular BOP)to stop the uncontrolled flow of hydrocarbons from the wellbore.BOPs can eitherbe placed on the seab

105、ed(a subsea BOP)or at surface as is commonly done in offshore jack-ups and onshore rigs.BOP Control Systems:Given the criticality of the BOP,the control systems monitor,activate and test the BOPs.In the event of anissue,the control system will activate the BOP by either:(i)a signal sent by an operat

106、or,(ii)a loss of signal from surface or(iii)manual activation by a remotely operated vehicle.Drilling Risers:The subsea riser is a buoyant pipe that the drillstring runs through and provides a conduit between the rig and theBOP or wellhead to transport drilling mud,as well as providing additional pi

107、pes that function as hydraulic fluid supply and chokeand kill fluid lines.Wellhead Connectors:Our H-4 type wellhead connectors are the industry leader in performance ratings and installed base.Thesedevices connect a subsea BOP stack to the wellhead and are used on other OEMs BOP stacks.62025/5/21 15

108、:56S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2021880/000119312525123194/d915070ds1a.htm12/326Table of ContentsTopside equipmentOur highly engineered topside equipment,which consists of hoisting and rotating systems and drilling(mud)circulating systems,iscritical to a rigs ability to lift,manage an

109、d rotate the drillstring and circulate drilling fluids through the wellbore.Hoisting and rotating systemsWe provide the following primary pieces of equipment under our hoisting and rotating systems:Top Drive:The top drive sits within the upper portion of the derrick and applies rotation/torque to th

110、e drillstring during drillingoperations.We have a long-standing history of providing high-spec,highly reliable top drives that are used by many of the largestglobal drilling contractors.Iron Roughneck and Pipe Handling:The iron roughneck is used to make and later break connections in the drillstring

111、,removingpersonnel from a very dangerous step in the process.The increased drilling cadence in both onshore and offshore makes the ironroughneck a key service item.Derrick and Drawworks:The derrick and drawworks are the weight bearing components of the rig that provide the lifting capacity tothe rig

112、.Drilling(mud)circulating systemsWe provide the following primary pieces of equipment under our drilling(mud)circulating systems:Mud Pumps:The mud pump is utilized to circulate drilling fluid(mud),which is critical as the fluid provides the primary pressurecontrol,hole cleaning and friction reductio

113、n during drilling.As wellbores are increasingly complex and longer,operators requirehigher horsepower mud pumps to circulate fluid.Slurry Pumps:Slurry pumps are our mud pumps that have been redesigned to be utilized in the transport of slurry in miningapplications.Mud Mixing and Control Systems:The

114、drilling fluid needs to be carefully mixed and monitored to achieve required properties for thespecific operation,such as weighting to avoid either the loss of well control(underweight)or loss of fluid(overweight).Our servicesOur aftermarket services generally fall under two broad categories:Transac

115、tional Services:Transactional services are services on installed equipment,such as the overhaul and repair of installedequipment,recertifications and field labor.Integrated Solutions:We combine various tools,software and services to provide comprehensive digital solutions designed to driveproductivi

116、ty,safety and efficiency in our customers operations.72025/5/21 15:56S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2021880/000119312525123194/d915070ds1a.htm13/326Table of ContentsAs depicted in the graphic below,our growing portfolio of integrated solutions is designed to deliver clear value to our c

117、ustomers byincreasing operational efficiency and reducing costs.Digital innovationWe have invested in developing digital solutions to support the safe and efficient operations of our equipment and are a leadingprovider of next-generation monitoring and control systems driving the future of drilling.

118、Our digital solutions include products andservices that enable operational optimization such as remote drilling automation and condition-based monitoring.Our real-timemonitoring and analytics capabilities provide operational and service insights that can save our customers time and money.Theseofferi

119、ngs are an important part of our business as they provide recurring and stable revenue and upgrade opportunities to olderequipment as our customers continue to invest in their own digitalization initiatives.In addition,the horizontal nature of this technologyprovides us with the opportunity to estab

120、lish a presence in new adjacent end markets.In alignment with our customers,we have taken the approach of building our digital solutions in a cloud-first,modern and openarchitecture.This provides our customers the ability to integrate our digital solutions into their existing workflow and monitoring

121、systems and allows for the optimization of the entire well life cycle at lower costs.The differentiated nature of our digital solutions andvalue proposition for our customers provides a strong recurring base of revenue to our core business.82025/5/21 15:56S-1/Ahttps:/www.sec.gov/Archives/edgar/data/

122、2021880/000119312525123194/d915070ds1a.htm14/326Table of ContentsFor example,we provided a next-generation rig equipment package to a customer as depicted below,which we believe has thepotential to significantly reduce the number of personnel required to operate the rig relative to existing equipmen

123、t.Spare partsWe provide a broad range of replacement and spare parts for installed equipment used in both onshore and offshore oil and gasdrilling operations.Our spare parts replace existing installed components on rigs that have weathered the wear-and-tear involved withrepetitive use throughout the

124、 lifecycle of a rig,especially in harsh offshore environments,and keep rigs functioning safely andefficiently.Additionally,our spare parts sales help customers bring back into service rigs that have been warm stacked or coldstacked.Our spare parts are compatible with our current and growing base of

125、equipment installations globally,and such spare partsare also compatible with,and can serve as replacements for,equipment from most other major OEMs.Our business modelWe offer drilling solutions through sales of projects and products,aftermarket services on our installed base of equipment and sales

126、ofspare parts.During the three months ended March 31,2025,we derived$54.7 million in revenue,or 27.6%of our revenue,fromsales of projects and products,$83.5 million in revenue,or 42.1%of our revenue,from aftermarket services and$60.2 million inrevenue,or 30.3%of our revenue,from sales of spare parts

127、.During the year ended December 31,2024,we derived$229.1 million inrevenue,or 27.2%of our revenue,from sales of projects and products,$366.2 million in revenue,or 43.4%of our revenue,fromaftermarket services and$248.0 million in revenue,or 29.4%of our revenue,from sales of spare parts.92025/5/21 15:

128、56S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2021880/000119312525123194/d915070ds1a.htm15/326Table of ContentsSales of projects and productsWe define a project as the sale of two or more integrated systems that are designed to work together on a single drilling rig.Projectsale revenue is derived pr

129、imarily from new construction,reactivation or,less commonly,a significant capital upgrade to an existingdrilling rig.Project sales are largely tied to the offshore rig newbuild cycle,particularly to the construction of floaters and jack-ups.Such projects entail substantial commissioning,manufacturin

130、g and installation,and thus shipyards or other customers seeking tooutfit a newbuild or significantly upgrade an existing drilling rig prefer OEMs with differentiating expertise and reliability such as us.Production,delivery and installation on a project can span from 1.5 to 3.5 years.For a newbuild

131、 rig,we can provide an entire packageof drilling equipment,which,based on the previous build cycle that ended in 2015,represents a revenue opportunity of approximately$45 million in sales for a jack-up rig,approximately$200 million to$300 million in sales for a floater and approximately$15 million t

132、o$25 million in sales for a land rig.In addition to project sales,we sell new pieces of equipment and components to our offshore customers.As the offshore drillingmarket has largely avoided ordering newbuild rigs over the past seven to ten years,demand for our products has stemmed largelyfrom wear-a

133、nd-tear on the installed base as components age and operating requirements increase.Product sale revenue is derivedfrom customers seeking to upgrade the capabilities of existing drilling rigs or replace existing equipment that is in need of majorrefurbishment or no longer operational,including equip

134、ment and components needed in connection with bringing warm stacked orcold stacked rigs back into service.Our project and product dynamics are similar across the onshore drilling market;however,in thecurrent environment,onshore customers are more likely to embark on newbuild rig programs than in the

135、 offshore drilling market,especially in the Middle East.We are one of the few global OEMs capable of delivering a comprehensive drilling equipment package that meets the stringentrequirements demanded by major international oil and gas E&P companies and national oil companies to operate in harsh,off

136、shoreenvironments and environmentally sensitive areas.As of May 20,2025,we and our predecessor companies have delivered integratedsystems to over 140 offshore rigs(including 124 marketed rigs)since 1983,have supplied components to over 800 offshoreinstallations since 1975 and have supplied component

137、s to over 300 onshore rigs since 2012.Our comprehensive product offerings,manufacturing expertise and leading-edge technology allow us to provide all the criticalcomponents needed for a modern drilling rig capable of operating in challenging conditions and environmentally sensitive areas forcustomer

138、s who are acutely focused on safe and responsible drilling operations.These include integrated topside drilling packages forjack-ups,floaters and platforms;integrated pressure control systems deployed onshore and offshore,both at surface and subsea;andequipment certified for operation on the Norwegi

139、an Continental Shelf.Aftermarket servicesWe have over 1,100 equipment installations globally.Demand for aftermarket services on existing rigs is largely driven by the installedbase of our equipment already in operation,the intensity at which that equipment is being run and the age of the equipment.I

140、n thecase of subsea BOPs and drilling risers,regulators in the United States and Europe mandate regular inspections and certification ofthe equipment,which are performed by the OEM.In the offshore market,we are the provider of choice to inspect,maintain,recertify and repair,either by mandate or indu

141、stry bestpractices,the equipment that we have delivered.Given the complexities of offshore equipment,even in situations where the OEM isnot mandated to perform the service,it is uncommon for a customer to engage a third party to perform the work.We leverage ourglobal operating footprint and supply c

142、hain to deliver this service to our customers in a timely and cost-effective manner.For example,on average,we provide recurring aftermarket services on our installed BOPs for over 25 years,which includes recertification everyfive years,regular monitoring and maintenance on an as-needed basis.102025/

143、5/21 15:56S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2021880/000119312525123194/d915070ds1a.htm16/326Table of ContentsThe equipment with the highest aftermarket service revenue potential is the BOP,followed by mud pumps,iron roughnecks andassociated pipe handling equipment,subsea risers and top dri

144、ves.As is typical in the industry,once we install equipment we tend togenerate nearly all of the service revenue associated with the equipment.Following an initial construction phase,a typical rig,depending on type,will operate for around 20 to 30 years and will be subject to routine regulatory insp

145、ections and maintenance,periodic recertifications of pressure control equipment and potentially overhaul.Sales of spare partsWe provide a broad range of replacement and spare parts for installed equipment used in both onshore and offshore oil and gasdrilling operations.Our spare parts replace existi

146、ng installed components on rigs that have weathered the wear-and-tear involved withrepetitive use throughout the lifecycle of a rig,especially in harsh offshore environments,and keep rigs functioning safely andefficiently.Additionally,our spare parts sales help customers bring back into service rigs

147、 that have been warm stacked or coldstacked.Our spare parts are compatible with our current and growing base of equipment installations globally,and such spare partsare also compatible with,and can serve as replacements for,equipment from most other major OEMs.Source:Company managementWe are able to

148、 partner with customers to deliver equipment sales,spare parts sales and aftermarket services through the entireoperating life of a rig to provide the performance,efficiency and safety they have come to expect.Such partnership is exemplified byour contractual service agreements(“CSAs”)with customers

149、,which are long-term agreements under which we provide a tailored,unique solution to our customers aftermarket service needs for between five and ten years after initial installation.We provide ourcustomers with transparent pricing and payment structures that are predictable.We leverage our experien

150、ce and expertise to takeadvantage of predictive analytics and continuous certification to improve equipment availability and reduce operational costs for ourcustomers while also limiting the impact of any potential supply chain slowdowns on our customers equipment.With our CSAofferings,for example,w

151、e have partnered with our customers to enhance BOP system availability by transferring the responsibility forBOP performance,including the management and servicing of equipment,to us.In addition to mitigating risks associated withdowntime and repair costs,our customizable structures can be fine-tune

152、d to address long-term ownership costs.We expect to see the cadence of aftermarket and spare parts demand from onshore rigs continue to increase in the near to mediumterm due to the increased pace of drilling in both the conventional and unconventional onshore markets,coupled with the drilling ofmor

153、e complex wells and longer laterals in challenging subsurface environments,thus increasing the wear-and-tear on equipment.112025/5/21 15:56S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2021880/000119312525123194/d915070ds1a.htm17/326Table of ContentsCustomers and end marketsWe serve customers in multi

154、ple industries and strive to provide reliable and safe solutions that satisfy our customers needs.Ourprimary end market is the upstream oil and gas industry,both offshore and onshore.A growing share of our revenue base isattributable to our businesses that support industries sitting outside,or adjac

155、ent to,the oil and gas sector,and we see furtheropportunity to continue to expand our footprint in these adjacent end markets.We sell equipment and services to three core customer categories across the markets that we serve:(i)drilling contractors;(ii)operators,including both oil and gas E&P compani

156、es and mining companies onshore and offshore;and(iii)manufacturers,consisting of shipyards and manufacturers of capital equipment.Our largest customer segment is drilling contractors,both offshoreand onshore.We provide projects,products and services for drilling contractors in order to support essen

157、tial drilling operations forE&P customers internationally.Our primary exposure to E&P operators is derived through the equipment supplied to platform rigsand,to a lesser degree,land-based equipment in international markets.In both cases,the rigs themselves are typically owned by theE&P operator,who

158、may operate the rig themselves or contract out drilling operations to a drilling contractor.For mining operators,wesell products and services directly to mining companies,and we typically sell equipment directly to those engaged in hard rock miningoperations,in particular.Finally,for newbuilds,we pr

159、ovide complete projects directly to a shipyard,but with the influence of the drillingcontractor or E&P operator who is driving the order.Our industry is focused on operating in a safe,minimally impactful and efficient manner.Accordingly,our products are criticalcomponents and of strategic importance

160、 to our customers,and we are in constant and active dialogue with our customers to developnew solutions,identify improvements and optimize performance of existing equipment.These partnerships reinforce our credibility,lending assurance to reliability and performance within the industry,which in turn

161、 attracts new customers.Furthermore,our broadgeographic exposure reflects that of our customers global presence,providing timely service across their global operations whennecessary.While we serve a variety of end markets,the majority of our equipment and services are deployed in oil and gas drillin

162、g operations,particularly offshore and international drilling operations.Beyond the core oil and gas end markets,we supply a large and growinginstalled base of mining customers,primarily serving hard rock mining globally.Our product offerings,such as our slurry pumps,maybe retrofitted and designed t

163、o service the needs of the both the conventional mining industry and also the subsea mining andresearch industries.We have seen increasing demand for our equipment from mining customers.Renewable energy technologiesrely heavily on the expanded production of certain minerals,including lithium,cobalt

164、and rare earth metals.Our competitive strengthsWe have a number of strengths that we believe will help us successfully execute our business strategies,including:Global provider of innovative drilling equipment,digital solutions and servicesWe offer a broad portfolio of innovative drilling equipment,

165、digital solutions and drilling rig lifecycle services designed to enhance thesafety,efficiency and reliability of our customers operations.We deliver many of our products and services through highly recognizedbrands,including Hydril,VetcoGray,Wirth and Maritime Hydraulics,which have been trusted nam

166、es in the energy industry fordecades(in the case of Wirth,for more than 125 years).The Hydril brand,for example,produced the first hydraulically operated BOPin 1937,and Hydril continues to manufacture some of the most advanced annular BOPs for both onshore and offshore applications.The long history

167、of our brands and high customer recognition enables us to pursue R&D efforts to 122025/5/21 15:56S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2021880/000119312525123194/d915070ds1a.htm18/326Table of Contentscontinuously improve existing product and service offerings for our customers while also devel

168、oping innovative new technologies,such as our commercial 20,000 psi BOP capability and a fully electric BOP.With development,manufacturing and service locationsdistributed throughout 16 countries,our global integrated operations facilitate the efficient delivery of our products to the operatingsites

169、 of our customers and servicing of our installed base of equipment.Large global installed base and integrated operations provide recurring and resilient aftermarket service and spare partsrevenuesWe have over 1,100 equipment installations globally,approximately 75%of which serves offshore oil and ga

170、s drilling operations.Asan OEM of premier equipment and with our large and growing installed base of equipment,we are well positioned to capture recurringrevenues arising from aftermarket services for such equipment.During 2023,2024 and the three months ended March 31,2025,aftermarket services compr

171、ised 41.8%,43.4%and 42.1%,respectively,of total revenues and sales of spare parts comprised 34.2%,29.4%and 30.3%,respectively,of total revenues.We anticipate aftermarket services and spare parts sales will continue to representa substantial portion of our revenue as increased drilling activity is ex

172、pected to result in our customers requiring additional aftermarketservices and spare parts to sustain an increased cadence of activity globally.Following an initial construction phase,a typical rig,depending on type,will operate for around 20 to 30 years and will be subject to routine regulatory ins

173、pections and maintenance,periodic recertifications of pressure control equipment and potentially overhaul.We are able to partner with customers to deliverequipment sales,spare parts sales and aftermarket services through the entire operating life of a rig,including the overhaul and repairof installe

174、d equipment,recertifications and field labor.Further,we collaborate with our customers to implement our proprietaryintegrated digital solutions,including DrillPerform,RiCon,DrillCERT,SeaLytics and DEAL,which support safe and efficient operationsthrough remote monitoring of machine health,predictive

175、analytics and operational optimization features such as drilling automation.The integration of our digital solutions with our equipment provides further opportunities for recurring revenues from customers.Trusted partner for mission-critical services and products such as BOPs and BOP control systems

176、We believe our equipment offerings are essential,mission-critical components of a drilling rig and help promote safe and effective wellconstruction and drilling operations.For example,our pressure control systems,including our subsea BOPs,20,000 psi BOPs andBOP control systems,assist our customers w

177、ith maintaining safe drilling operations,especially in deepwater offshore,environmentallysensitive or high-pressure applications.Due to the highly regulated,technologically demanding and sophisticated nature of theoffshore drilling market,we believe we are one of only a few providers of subsea BOPs

178、accepted by the major drilling contractors andoperators for use in key offshore geographies,such as the Gulf of Mexico and the Norwegian sector of the North Sea.We believecustomers prefer suppliers of BOPs and similar critical equipment and services with a demonstrated record of performance andsafet

179、y,such as HMH.Through multi-year CSAs,we leverage our expertise and predictive analytics to design a unique blend ofproducts and services for our customers aimed to increase equipment reliability,decrease downtime,reduce operational costs andultimately lead to increased productivity and revenues for

180、 our customers.As a result of our extensive experience,track record ofsafety and reliability,comprehensive suite of offerings and global service network,we are a partner of choice for many of the largestindependent E&P companies,national oil companies,drilling contractors,service providers and shipy

181、ards.Exposure to strong expected growth in offshore and international onshore oil and gas drilling marketsWith our large installed base and global presence,we are well positioned to capitalize on favorable dynamics in the oil and gas drillingindustry,particularly in the offshore market where the sub

182、stantial majority of our equipment is deployed today.According to RystadEnergy,after years of underinvestment,global greenfield 132025/5/21 15:56S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2021880/000119312525123194/d915070ds1a.htm19/326Table of Contentsand brownfield oil and gas capital expenditure

183、s are projected to be over$700 billion in each of 2025,2026 and 2027,an increase ofalmost 60%as compared to 2020.As global capital expenditures for the oil and gas industry increase,the offshore rig market is alsoapproaching activity levels not seen in nearly a decade.Rystad Energy forecasts a compo

184、unded annual growth rate of over 6%forfloater rigs between 2024 and 2027.Such increase in oil and gas exploration and drilling activity is expected to result in increaseddemand for our equipment,aftermarket services and spare parts.Further,due to the longer cycle times associated with offshore oilan

185、d gas projects as compared to onshore activity,we are well poised to benefit from the duration and stability of offshore activity.Webelieve our recurring revenues from aftermarket services and spare parts will benefit from the expected increase in offshore activity.Asset-light business model and sca

186、lable footprint provide earnings resilienceAs a supplier of equipment,aftermarket services and spare parts with increased flowthrough of product manufacturing at our currentfacilities,we have an asset-light business model that is well positioned to capture incremental operating margin expansion asre

187、venues continue to grow.With our manufacturing and supply chain facilities strategically located near key offshore and onshoremarkets,we are well positioned to grow our business and capitalize on increased drilling activity with limited incremental investment inexpanding operations and capital expen

188、ditures.During the three months ended March 31,2024 and 2025,our capital expenditures,including development costs,represented only 2.4%and 1.2%,respectively,of revenue,while revenue increased by 2.4%,netincome decreased by 30.5%and Adjusted EBITDA decreased by 4.6%from the three months ended March 3

189、1,2024 to the threemonths ended March 31,2025.During the years ended December 31,2023 and 2024,our capital expenditures,includingdevelopment costs,represented only 3.1%and 2.2%,respectively,of revenue,while revenue increased by 7.4%,net incomeincreased by 198.6%and Adjusted EBITDA increased by 29.3%

190、from the year ended December 31,2023 to the year endedDecember 31,2024.Experienced management team that is well-positioned to grow the business through new product development,organicgrowth and acquisitionsMost members of our executive team have been active in the drilling segment for over 20 years

191、and are well suited to identify trendsand opportunities in the drilling industry.Our management team has a proven track record of profitably scaling revenue across aglobal portfolio through the cultivation of long-standing customer relationships,development and successful commercialization of newtec

192、hnologies and optimization of international manufacturing capabilities,supply chain networks and corporate processes,includingthe negotiation and execution of large contracts with shipyards and drilling contractors.In addition to organic growth,our managementteam has an extensive track record of ide

193、ntifying acquisition targets and executing transactions,having executed over 100transactions throughout their combined careers.Many of these transactions involved complex structures including joint ventures,newefforts in foreign markets and corporate carve-outs.They also have a track record of succe

194、ssfully integrating acquired businesses,asdemonstrated by the merger of Akastors MHWirth drilling equipment business and Baker Hughess Subsea Drilling Systems pressurecontrol business that formed HMH.Our strategyWe intend to achieve our primary business objectives by successfully executing on the fo

195、llowing strategies through a combination oforganic and inorganic growth investments:Leverage global footprint and large installed base to capture growth in offshore drilling capital expendituresOur integrated operations,including the provision of aftermarket services,enable us to understand the need

196、s of our customers andanticipate areas for growth in our core market.We will seek to capture the expected 142025/5/21 15:56S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2021880/000119312525123194/d915070ds1a.htm20/326Table of Contentsincrease in capital expenditures and drilling activity in the offsho

197、re oil and gas market through our global footprint of manufacturingand supply chain facilities near key markets and our large installed base.As drilling rigs work and age,and as increasingly complex wells generate more wear-and-tear,we benefit from the resulting additionaldemand for our products,aft

198、ermarket services and spare parts.Historically,we have seen aftermarket-driven demand growth asoffshore drilling activity increases,and we expect that pattern to continue.Additionally,as our customers bring offshore rigs that arewarm stacked or cold stacked back into service,the revenue base for our

199、 aftermarket services and spare parts increases.This is inaddition to our benefitting from the revenue opportunities from equipment upgrades associated with such reactivations.Furthermore,opportunities for newbuild offshore rigs may arise as rig demand increases and the market tightens further.For a

200、newbuild rig,we can provide an entire package of drilling equipment,which,based on the previous build cycle that ended in 2015,represents a revenue opportunity of approximately$45 million in sales for a jack-up rig,approximately$200 million to$300 million insales for a floater and approximately$15 m

201、illion to$25 million in sales for a land rig.Additionally,we expect such opportunities fornewbuilds to increase our ongoing service revenue stream as new rigs are generally put directly into active service.Continue to enhance customer offerings through both improvement of existing technologies,incre

202、ased digitalization andexpansion into additional offshore servicesWe believe that we have been,and will continue to be,at the forefront of technological and digital innovation in the drilling industry.We actively invest in R&D efforts and are developing several cutting-edge technologies and solution

203、s,such as hybrid energy solutionrigs,riserless drilling,a newly designed rotating control device for managed pressure drilling,enhanced pressure assisted shearingfor BOPs and an electric BOP.We also invest in developing digital solutions,such as DrillPerform,RiCon,DrillCERT,SeaLytics and DEAL,which

204、use real-time dataand analytics that allow us to better understand our customers needs.Our innovative equipment offerings and integrated digitalsolutions create value for our customers by increasing efficiency,decreasing downtime,reducing cost and enhancing safety.In recentyears,we have developed in

205、tegrated digital control solutions that enable remote drilling operations and increase automation in thedrilling process.We will continue pursuing technological and digital advancements that we believe will lead to additional avenues forgrowth and enhance our position as the partner of choice for ou

206、r customers.We continue to explore opportunities to provide other services to our existing offshore drilling contractor customer base.For example,we provide inspection services on risers that were not originally provided or installed by us.Leverage historical capability to capture growth and market

207、share in onshore drilling capital expendituresOur current suite of drilling products is well-suited for large,high-torque and high-horsepower onshore rigs.While our installed base ofequipment on onshore rigs is relatively small compared to offshore rigs,we have extensive capabilities in this area an

208、d will focus onboth organic and inorganic investments to increase our penetration of new equipment sales for land drilling.The onshore drillingmarket is relatively more fragmented with a more diverse customer base than the offshore drilling market and represents a largelyuntapped aftermarket opportu

209、nity for us.We have the ability to provide a broad suite of products(over 110,000 drawings of parts areavailable),spare parts and repair services that are compatible with equipment provided by most major manufacturers.Recentexpansion in the Middle East further enhances this capability,and we are pur

210、suing multiple additional marketing channels to increasethis activity on a global basis.152025/5/21 15:56S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2021880/000119312525123194/d915070ds1a.htm21/326Table of ContentsUtilize industry expertise and manufacturing capabilities to continue growth in curren

211、t onshore and subsea miningbusinessesWe will continue to utilize our engineering and manufacturing expertise for the application of our products and services for use in,andthe development of solutions for,adjacent and complementary markets such as onshore and subsea mining.For example,we havemodifie

212、d and deployed our drilling mud pumps to serve in the onshore mining sector as heavy-duty slurry pumps,which are used totransport and process mining material through high-pressure slurry lines.We are also pursuing similar opportunities in subsea mining,where our mud pump systems meet the pressure an

213、d temperature requirements for deep sea mining operations.Our technologiesand products have a wide range of applications across industries,and we will actively embrace such opportunities for growth wherethe economics and industry outlook are favorable.Expand into adjacent markets that are consistent

214、 with our core competenciesWe are exploring adjacent segments that draw on similar skill sets as our core businesses.These include moving beyond the drillingrig for oil and gas customers and making completion,intervention and production equipment and services.We have a long-standingtrack record of d

215、eveloping,designing,manufacturing and delivering highly engineered equipment that is relied upon by customersoperating in regions and environments with significant complexity,regulatory scrutiny and financial risk involved.We believe that thisexperience,technical know-how and reputation are a key di

216、fferentiator for our organization,which positions us well to be able toexpand our portfolio of oil and gas related products.We believe it is important to focus on our core competencies around manufacturing highly engineered products,expanding marketaccess to products globally,commercializing new tec

217、hnology and driving cost and operational efficiency.Other adjacent industriescould include renewables,marine products and services and industrial business with equipment similar to our drilling equipment.Ourglobal footprint,manufacturing capacity,operational capability and experience growing busines

218、ses globally allow us to assess andexecute on this strategy.Capitalize on management experience to grow business through acquisitions and integrationHMH B.V.was formed through the combination of Baker Hughess Subsea Drilling Systems pressure control business and AkastorsMHWirth drilling equipment bu

219、siness.Our management team successfully combined these businesses and quickly established ourcorporate infrastructure to support the new company.Our management team has extensive mergers and acquisitions(“M&A”)andintegration experience in prior roles at other companies.Given managements experience a

220、nd prior track record,we are wellpositioned to recognize and capitalize on trends in the industry.Our global reach and footprint position us well to identify,source,acquire and integrate businesses that can help us continue to growin core and adjacent markets,as exemplified by our acquisition(the“Dr

221、illform Acquisition”)of Drillform Technical Services Ltd.(“Drillform”)in 2024.We believe there is a substantial opportunity set of potential acquisition candidates that will be available over thenext several years.We intend to invest in businesses that generally have similar characteristics to our o

222、wn,such as an ongoing aftermarket component,proprietary technology and a capital-light business model.We will also focus on opportunities that can be scaled across our globalplatform and leverage our management teams experience in driving growth.We have a strategic and financial approach to evaluati

223、ngpotential acquisitions to confirm that they meet certain criteria,with a preference for potential acquisition targets that would add newproducts or technologies,are complementary to our core product offerings and end markets,have a strong history of generating highreturns and have an asset-light b

224、usiness model.162025/5/21 15:56S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2021880/000119312525123194/d915070ds1a.htm22/326Table of ContentsContinue to use conservative balance sheet approach and target businesses with light capital needsOur management team has established conservative financial pri

225、nciples to guide us through decision-making in any potentialcommodity cycle.Our asset-light business model,the recurring revenues associated with our aftermarket services and our Free CashFlow generation mitigate our exposure to the impacts of commodity downturns and provide us with the flexibility

226、to pursue growthopportunities.Even so,we remain focused on maintaining a conservative leverage profile and maintaining an asset-light businessmodel.Principal stockholdersOur Principal Stockholders are Baker Hughes and Akastor.As of May 20,2025,50%of HMH B.V.s ordinary shares,consisting of anequal nu

227、mber of B.V.Voting Class A Shares and B.V.Voting Class B Shares,were held by Baker Hughes,and 50%of HMH B.V.sordinary shares,consisting of an equal number of B.V.Voting Class A Shares and B.V.Voting Class B Shares,were held by Akastor.Baker Hughes is an energy technology company with a diversified p

228、ortfolio of technologies and services that span the energy andindustrial value chain.Akastor is a Norway-based oil services investment company with a portfolio of industrial and financial holdings.After giving effect to the corporate reorganization and this offering and the application of the net pr

229、oceeds therefrom and assuming theunderwriters do not exercise their option to purchase additional shares of Class A common stock,the Principal Stockholders,collectively,will own all of the shares of our Class B common stock,representing%total voting power of our capital stock,andwill own all of the

230、B.V.Non-Voting Shares,representing a%equity interest in HMH B.V.and 0%voting power of the equity inHMH B.V.Through its ownership of shares of our Class B common stock,each Principal Stockholder will have the ability to influenceall matters submitted to our stockholders for approval(including the ele

231、ction and removal of directors and any merger,consolidationor sale of all or substantially all of our assets).For more information,see“Corporate reorganization,”“Security ownership of certainbeneficial owners and management”and“Certain relationships and related party transactions.”Pursuant to the St

232、ockholders Agreement(as defined herein)that we will enter into with the Principal Stockholders in connection withthe closing of this offering,each of the Principal Stockholders will have the right to designate to our board of directors(i)twonominees so long as such Principal Stockholder and its affi

233、liates collectively beneficially own at least shares of our commonstock and(ii)one nominee so long as such Principal Stockholder and its affiliates collectively beneficially own at least butless than shares of our common stock.See“Certain relationships and related party transactionsStockholdersAgree

234、ment.”Corporate reorganizationHMH Inc.was incorporated as a Delaware corporation and wholly owned subsidiary of HMH B.V.in April 2024.Immediately prior tothis offering and the corporate reorganization,the Principal Stockholders will collectively own all of the equity interests in HMH B.V.Following t

235、his offering and the corporate reorganization,HMH Inc.will be a holding company whose sole material asset will consist ofa%equity interest in HMH B.V.,with such equity interest consisting of Class A ordinary shares,which entitle the holderto one vote per share and track HMH B.V.s U.S.operations(the“

236、B.V.Voting Class A Shares”),and Class B ordinary shares,which entitle the holder to one vote per share and track HMH B.V.s non-U.S.operations(the“B.V.Voting Class B Shares”and,together with the B.V.Voting Class A Shares,the“B.V.Voting Shares”).HMH B.V.will continue to wholly own all of our operating

237、assets.After the consummation of the transactions contemplated by this prospectus,HMH Inc.will own all of the B.V.Voting Shares.172025/5/21 15:56S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2021880/000119312525123194/d915070ds1a.htm23/326Table of ContentsIn connection with this offering:HMH B.V.will

238、undergo a for 1 stock split,after which Baker Hughes will own B.V.Voting Class A Shares and B.V.Voting Class B Shares and Akastor will own B.V.Voting Class A Shares and B.V.Voting Class BShares;HMH B.V.will recapitalize to convert(i)B.V.Voting Class A Shares to non-voting Class A ordinary shares tha

239、t track HMHB.V.s U.S.operations(the“B.V.Non-Voting Class A Shares”)and(ii)B.V.Voting Class B Shares to non-voting Class Bordinary shares that track HMH B.V.s non-U.S.operations(the“B.V.Non-Voting Class B Shares”and,together with the B.V.Non-Voting Class A Shares,the“B.V.Non-Voting Shares”);HMH Inc.w

240、ill issue shares of Class A common stock to purchasers in this offering in exchange for the proceeds of thisoffering;Baker Hughes will sell B.V.Voting Class A Shares and B.V.Voting Class B Shares to HMH Inc.in exchange for$in cash and will receive shares of our Class B common stock in exchange for r

241、elinquishing voting rights on of its B.V.Voting Class A Shares and of its B.V.Voting Class B Shares;Akastor will sell B.V.Voting Class A Shares and B.V.Voting Class B Shares to HMH Inc.in exchange for$in cash and will receive shares of our Class B common stock in exchange for relinquishing voting ri

242、ghts on of itsB.V.Voting Class A Shares and of its B.V.Voting Class B Shares;and HMH Inc.will contribute,directly or indirectly,the remaining net proceeds from this offering to HMH B.V.in exchange for newlyissued B.V.Voting Shares,consisting of B.V.Voting Class A Shares and B.V.Voting Class B Shares

243、,such that,after the exchange,HMH Inc.will hold,after taking into account the B.V.Voting Shares acquired from Baker Hughes and/orAkastor,one B.V.Voting Class A Share and one B.V.Voting Class B Share,respectively,for each share of our Class A commonstock outstanding following this offering.After givi

244、ng effect to these transactions and this offering and the application of the net proceeds therefrom and assuming theunderwriters do not exercise their option to purchase additional shares of Class A common stock and prior to giving effect to thevesting of any LTI Awards(as defined herein)that may ve

245、st in connection with this offering and any future redemptions of B.V.Non-Voting Shares(and,if applicable,acquisitions of Mercury HoldCo Inc.shares)pursuant to the Exchange Agreement(as definedherein):the Principal Stockholders,collectively,will own all of the shares of our Class B common stock,repr

246、esenting%total votingpower of our capital stock,and will own all of the B.V.Non-Voting Shares,representing a%equity interest in HMH B.V.and0%voting power of the equity in HMH B.V.;Baker Hughes will own shares of our Class B common stock,representing%total voting power of our capital stock,and will o

247、wn B.V.Non-Voting Shares,representing a%equity interest in HMH B.V.and 0%voting power of the equityin HMH B.V.;Akastor will own shares of our Class B common stock,representing%total voting power of our capital stock,and willown B.V.Non-Voting Shares,representing a%equity interest in HMH B.V.and 0%vo

248、ting power of the equity in HMHB.V.;the investors in this offering,collectively,will own all of the shares of our Class A common stock,representing%total votingpower of our capital stock;and 182025/5/21 15:56S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2021880/000119312525123194/d915070ds1a.htm24/326

249、Table of Contents HMH Inc.will own all of the B.V.Voting Shares,representing a%equity interest in HMH B.V.,which will represent 100%totalvoting power of the equity in HMH B.V.If the underwriters exercise in full their option to purchase additional shares of Class A common stock in the offering:the P

250、rincipal Stockholders,collectively,will own all of the shares of our Class B common stock,representing%total votingpower of our capital stock,and will own all of the B.V.Non-Voting Shares,representing a%equity interest in HMH B.V.and0%voting power of the equity in HMH B.V.;Baker Hughes will own shar

251、es of our Class B common stock,representing%total voting power of our capital stock,and will own B.V.Non-Voting Shares,representing a%equity interest in HMH B.V.and 0%voting power of the equityin HMH B.V.;Akastor will own shares of our Class B common stock,representing%total voting power of our capi

252、tal stock,and willown B.V.Non-Voting Shares,representing a%equity interest in HMH B.V.and 0%voting power of the equity in HMHB.V.;the investors in this offering,collectively,will own all of the shares of our Class A common stock,representing%total votingpower of our capital stock;and HMH Inc.will ow

253、n all of the B.V.Voting Shares,representing a%equity interest in HMH B.V.,which will represent 100%totalvoting power of the equity in HMH B.V.Each share of Class B common stock has no economic rights but entitles its holder to one vote on all matters on which stockholdersare entitled to vote general

254、ly.Holders of Class A common stock and Class B common stock will vote together as a single class on allmatters presented to our stockholders for their vote or approval,except as otherwise required by applicable law or by our amendedand restated certificate of incorporation.We do not intend to list o

255、ur Class B common stock on any stock exchange.Following this offering,under an exchange agreement to be entered into in connection with this offering by and among HMH Inc.,HMH B.V.and certain of the Principal Stockholders(the“Exchange Agreement”),each Principal Stockholder party thereto will,subject

256、to certain limitations,have the right(the“Redemption Right”)to cause HMH B.V.to acquire or directly cancel all or a portion of its B.V.Non-Voting Shares,together with all or an equal portion of its shares of our Class B common stock,for(i)shares of our Class Acommon stock at a redemption ratio of on

257、e share of Class A common stock for each bundle of one B.V.Non-Voting Class A Share,one B.V.Non-Voting Class B Share and one share of our Class B common stock redeemed,subject to conversion rate adjustmentsfor stock splits,stock dividends and reclassification and other similar transactions,or,upon m

258、utual agreement between such PrincipalStockholder and us,(ii)an equivalent amount of cash,based on the trailing ten-day volume weighted average price of our Class Acommon stock on Nasdaq(“VWAP”)prior to the redemption date.Alternatively,upon the exercise of the Redemption Right,we(instead of HMH B.V

259、.)will have the right(the“Call Right”)to acquire each tendered bundle of one B.V.Non-Voting Class A Share,oneB.V.Non-Voting Class B Share and one share of our Class B common stock directly from such Principal Stockholder for(a)one shareof Class A common stock,subject to conversion rate adjustments f

260、or stock splits,stock dividends and reclassification and othersimilar transactions,or,upon mutual agreement between such Principal Stockholder and us,(b)an equivalent amount of cash,basedon the trailing ten-day VWAP prior to the redemption date.Following this offering,under the Exchange Agreement,Ak

261、astor will,subject to certain limitations,also have the right(the“HybridRedemption Right”),in lieu of exercising its Redemption Right,to cause HMH Inc.to acquire all or a portion of its B.V.Non-VotingClass B Shares and all or a portion of its Mercury HoldCo Inc.192025/5/21 15:56S-1/Ahttps:/www.sec.g

262、ov/Archives/edgar/data/2021880/000119312525123194/d915070ds1a.htm25/326Table of Contentsshares,together with all or an equal portion of its shares of our Class B common stock,for(i)shares of our Class A common stock atan exchange ratio of one share of Class A common stock for each bundle of a specif

263、ied number of Mercury HoldCo Inc.shares(representing indirectly an ownership interest in one B.V.Non-Voting Class A Share),one B.V.Non-Voting Class B Share and oneshare of our Class B common stock exchanged,subject to conversion rate adjustments for stock splits,stock dividends andreclassification a

264、nd other similar transactions and adjustments to account for any net assets held by Mercury HoldCo Inc.other thanHMH B.V.Non-Voting Class A Shares,or,upon mutual agreement between Akastor and us,(ii)an equivalent amount of cash,basedon the trailing ten-day VWAP prior to the exchange date.Our decisio

265、n to mutually agree with a Principal Stockholder on whether to make a cash payment upon such Principal Stockholderselection under the Redemption Right or the Hybrid Redemption Right will be made by our independent directors(within the meaningof the Nasdaq listing rules).Such independent directors wi

266、ll make such decision based on facts in existence at the time of thedecision,which we expect would include the relative value of the Class A common stock(including trading prices for the Class Acommon stock at the time),the cash purchase price,the availability of other sources of liquidity(such as a

267、n issuance of preferredstock)to acquire or directly cancel the B.V.Non-Voting Shares(and,if applicable,the Mercury HoldCo Inc.shares)and alternativeuses for such cash.The parties will agree to treat the exercise of the Redemption Right and the exercise of the Call Right,in eachcase to the extent per

268、mitted under applicable tax law,as purchases by HMH Inc.of interests in HMH B.V.for U.S.federal income taxpurposes that give rise to basis adjustments pursuant to Section 743(b)of the Internal Revenue Code of 1986,as amended(the“Code”).In connection with any redemption of B.V.Non-Voting Shares and o

269、ur Class B common stock pursuant to the Redemption Right,acquisition of B.V.Non-Voting Shares and our Class B common stock pursuant to our Call Right or acquisition of B.V.Non-VotingClass A Shares(indirectly through the acquisition of Mercury HoldCo Inc.shares),B.V.Non-Voting Class B Shares and our

270、Class Bcommon stock pursuant to the Hybrid Redemption Right,the corresponding number of shares of our Class B common stock will becancelled.See“Certain relationships and related party transactionsExchange Agreement.”The Principal Stockholders will have theright,under certain circumstances,to cause u

271、s to register the offer and resale of their shares of Class A common stock.See“Certainrelationships and related party transactionsRegistration Rights Agreement.”In connection with the closing of this offering,we will enter into a tax receivable agreement(the“Tax Receivable Agreement”)with thePrincip

272、al Stockholders.The Tax Receivable Agreement will generally provide for the payment by us to the Principal Stockholders of85%of the net cash savings,if any,in U.S.federal,state,local and foreign income tax and franchise tax that we actually realize(orare deemed to realize in certain circumstances)in

273、 periods after this offering as a result of,as applicable to each Principal Stockholder,(i)certain increases in tax basis that occur as a result of our acquisition(or deemed acquisition for U.S.federal income tax purposes)of all of such Principal Stockholders B.V.Voting Shares in connection with thi

274、s offering or any portion of such Principal StockholdersB.V.Non-Voting Shares pursuant to the exercise of the Redemption Right or our Call Right,(ii)the utilization of certain net operatinglosses(“NOLs”)of Mercury HoldCo Inc.in the event that we acquire Mercury HoldCo Inc.shares pursuant to the exer

275、cise of theHybrid Redemption Right and(iii)imputed interest deemed to be paid by us as a result of,and additional tax basis arising from,anypayments we make under the Tax Receivable Agreement.Payments will generally be made under the Tax Receivable Agreement aswe realize actual cash tax savings in p

276、eriods after this offering from the tax benefits covered by the Tax Receivable Agreement.However,if we experience a change of control(as defined in the Tax Receivable Agreement)or the Tax Receivable Agreementterminates early(at our election or as a result of a material breach of our obligations ther

277、eunder),we could be required to make asubstantial,immediate lump-sum payment in advance of any actual cash tax savings.Because we are a holding company with noindependent 202025/5/21 15:56S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2021880/000119312525123194/d915070ds1a.htm26/326Table of Contentsmea

278、ns of generating revenue,our ability to make payments under the Tax Receivable Agreement is dependent on the ability of HMHB.V.to make distributions to us in an amount sufficient to cover our obligations under the Tax Receivable Agreement.HMH Inc.will retain the benefit of the remaining 15%of these

279、cash savings.For additional information regarding the Tax ReceivableAgreement,see“Risk factorsRisks related to this offering and ownership of our Class A common stock”and“Certain relationshipsand related party transactionsTax Receivable Agreement.”The following diagram indicates our corporate struct

280、ure immediately preceding this offering and the transactions related thereto:212025/5/21 15:56S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2021880/000119312525123194/d915070ds1a.htm27/326Table of ContentsThe following diagram indicates our simplified ownership structure immediately following this off

281、ering and the transactions relatedthereto(assuming the underwriters do not exercise their option to purchase additional shares of Class A common stock)and prior togiving effect to the vesting of any LTI Awards that may vest in connection with this offering and any future redemptions of B.V.Non-Votin

282、g Shares and acquisitions of Mercury HoldCo Inc.shares pursuant to the Exchange Agreement:222025/5/21 15:56S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2021880/000119312525123194/d915070ds1a.htm28/326Table of ContentsSummary of risk factorsAn investment in our Class A common stock involves a high deg

283、ree of risk.You should carefully consider the risks described under“Risk factors,”together with the other information in this prospectus,before deciding whether to purchase our Class A common stock.If any of the risks described under“Risk factors”actually occur,our business,financial condition,resul

284、ts of operations or prospectscould be materially adversely affected.In any such case,the trading price of our Class A common stock could decline,and you couldlose all or part of your investment.These risks include,but are not limited to,the following:Risks related to our business the cyclical nature

285、 of the oil and natural gas E&P industry and volatility of oil and natural gas prices;the competition we face;our dependence on suppliers and a limited number of customers;risks associated with certain contracts for our products and services;the impact of certain developments in the global oil and g

286、as markets and changing macroeconomic conditions;risks associated with the growth of our business through recent and potential future acquisitions;risks relating to existing international operations and expansion into new geographical markets;our ability to comply with export and import controls,eco

287、nomic sanctions and embargoes,tariffs and other international trade lawsand regulations;the loss of senior management or technical personnel;unforeseen interruptions and hazards inherent in the oil and natural gas industry;the impact of a failure of our equipment to perform to specifications;a lack

288、of adequate insurance for potential environmental,product or personal injury liabilities;our limited combined historical financial statements may not be indicative of future performance;Risks related to environmental and regulatory matters complex laws and regulations related to our business and our

289、 customers businesses;risks related to climate change;the impact of laws to restrict,delay or cancel leasing,permitting or drilling activities;Risks related to legal,accounting and tax matters we have identified material weaknesses in our internal control over financial reporting;changes in tax laws

290、,regulations and treaties;232025/5/21 15:56S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2021880/000119312525123194/d915070ds1a.htm29/326Table of Contents our ability to comply with laws and regulations relating to anti-corruption and economic sanctions;the impact of oilfield anti-indemnity provisions

291、 enacted by many U.S.states;Risks related to technology and intellectual property new technology may cause us to become less competitive;our intellectual property rights may be inadequate to protect our business;our inability to obtain and retain licenses to intellectual property owned by third part

292、ies;we may become involved in intellectual property litigation;errors or failures of our proprietary software may result in liability;cybersecurity attacks,information technology(“IT”)system failures and network disruptions;Risks related to our indebtedness our ability to generate sufficient cash to

293、 service our indebtedness;the impact of restrictions in our existing and future debt agreements;Risks related to this offering and ownership of our Class A common stock risks related to being a holding company;the lack of an existing market for our Class A common stock;the impact of payments under t

294、he Tax Receivable Agreement;the Principal Stockholders will,if and when their voting interests align,initially have the ability to direct the voting of a majority of thevoting power of our capital stock,and their interests may conflict with those of our other stockholders;the impact of a significant

295、 reduction by the Principal Stockholders of their ownership interests in us;reduced disclosure requirements applicable to“emerging growth companies”;the costs of,and our ability to comply with,the requirements of being a public company;future sales,or the perception of future sales,by us or our exis

296、ting stockholders in the public market could cause the market pricefor our Class A common stock to decline;anti-takeover provisions in our organizational documents could delay or prevent a change of control;and we may not pay or declare dividends on our Class A common stock,and our existing debt agr

297、eements place certain restrictions onour ability to do so.Principal executive offices and Internet addressOur principal executive offices are located at 3300 North Sam Houston Parkway East,Houston,Texas 77032,and our telephonenumber is(281)449-2000.Following the closing of this offering,our website

298、will be located 242025/5/21 15:56S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2021880/000119312525123194/d915070ds1a.htm30/326Table of Contentsat .We expect to make our annual,quarterly and current reports,and amendments to those reports,and otherinformation filed with or furnished to the Securities

299、and Exchange Commission(“SEC”)available,free of charge,through our website,as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC.Information on our website or any other website is not incorporated by reference into this pros

300、pectus and does not constitute a part ofthis prospectus.Emerging growth company statusAs a company with less than$1.235 billion in revenue during our last fiscal year,we qualify as an“emerging growth company”asdefined in the Jumpstart Our Business Startups Act of 2012(the“JOBS Act”).As an emerging g

301、rowth company,we may,for up to fiveyears,take advantage of specified exemptions from reporting and other regulatory requirements that are otherwise applicablegenerally to public companies.These exemptions include:in contrast to our reports under the Securities Exchange Act of 1934,as amended(the“Exc

302、hange Act”),after we are public,thepresentation in this prospectus includes only two years of audited financial statements and only two years of related ManagementsDiscussion and Analysis of Financial Condition and Results of Operations;deferral of the auditor attestation requirement on the effectiv

303、eness of our system of internal control over financial reporting;exemption from the adoption of new or revised financial accounting standards until they would apply to private companies;exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board requi

304、ringmandatory audit firm rotation or a supplement to the auditors report in which the auditor would be required to provide additionalinformation about the audit and the financial statements of the issuer;and reduced disclosure about executive compensation arrangements.In addition,Section 107 of the

305、JOBS Act also provides that an emerging growth company can use the extended transition periodprovided in Section 7(a)(2)(B)of the Securities Act of 1933,as amended(the“Securities Act”),for complying with new or revisedaccounting standards.This permits an emerging growth company to delay the adoption

306、 of certain accounting standards until thosestandards would otherwise apply to private companies.We are choosing to take advantage of this extended transition period and,asa result,we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards isreq

307、uired for private companies.We may take advantage of these provisions until we are no longer an emerging growth company,which will occur on the earliest of(i)the last day of the fiscal year following the fifth anniversary of this offering,(ii)the last day of the fiscal year in which we have equalto

308、or more than$1.235 billion in annual revenue,(iii)the date on which we issue more than$1 billion of non-convertible debt over athree-year period or(iv)the date on which we are deemed to be a“large accelerated filer,”as defined in Rule 12b-2 promulgatedunder the Exchange Act.252025/5/21 15:56S-1/Ahtt

309、ps:/www.sec.gov/Archives/edgar/data/2021880/000119312525123194/d915070ds1a.htm31/326Table of ContentsThe offering IssuerHMH Holding Inc.Class A common stock offered byusshares(or shares if the underwriters exercise in full their option to purchaseadditional shares of Class A common stock).Option to

310、purchase additionalshares of Class A common stockTo the extent that the underwriters sell more than shares of Class A common stock inthis offering,we have granted the underwriters a 30-day option to purchase up to an aggregateof additional shares of our Class A common stock.Class A common stockoutst

311、anding after this offeringshares(or shares if the underwriters exercise in full their option to purchaseadditional shares of Class A common stock).(1)Class B common stockoutstanding after this offeringshares,or one share for each bundle of one B.V.Non-Voting Class A Share and oneB.V.Non-Voting Class

312、 B Share held by the Principal Stockholders immediately following thisoffering.Shares of Class B common stock are non-economic.In connection with any redemptionof B.V.Non-Voting Shares and our Class B common stock pursuant to the Redemption Right,acquisition of B.V.Non-Voting Shares and our Class B

313、common stock pursuant to our Call Rightor acquisition of B.V.Non-Voting Class A Shares(indirectly through the acquisition of MercuryHoldCo Inc.shares),B.V.Non-Voting Class B Shares and our Class B common stock pursuantto the Hybrid Redemption Right,the corresponding number of shares of our Class B c

314、ommonstock will be cancelled.Voting power of Class A commonstock after this offering%(or%if the underwriters exercise in full their option to purchase additional shares ofClass A common stock).Voting power of Class B commonstock after this offering%(or%if the underwriters exercise in full their opti

315、on to purchase additional shares ofClass A common stock).Upon completion of this offering,the Principal Stockholders will initiallyown shares of Class B common stock,representing%of the voting power of theCompany.Voting rightsEach share of our Class A common stock entitles its holder to one vote on

316、all matters on whichstockholders are entitled to vote generally.Each share of our Class B common stock entitles itsholder to one vote on all matters on which stockholders are entitled to vote generally.Holders ofour Class A common stock 262025/5/21 15:56S-1/Ahttps:/www.sec.gov/Archives/edgar/data/20

317、21880/000119312525123194/d915070ds1a.htm32/326Table of Contents and Class B common stock vote together as a single class on all matters presented to ourstockholders for their vote or approval,except as otherwise required by applicable law or by ouramended and restated certificate of incorporation.Se

318、e“Description of capital stock.”Use of proceedsWe expect to receive$million of net proceeds(assuming the midpoint of the price range setforth on the cover page of this prospectus)from the sale of Class A common stock by us in thisoffering,after deducting underwriting discounts and commissions and es

319、timated offeringexpenses payable by us(or$million of net proceeds if the underwriters exercise in full theiroption to purchase additional shares of Class A common stock from us).We intend to(i)use$million of the net proceeds from this offering to pay the cashconsideration portion of the purchase pri

320、ce to purchase an aggregate B.V.VotingClass A Shares and B.V.Voting Class B Shares from Baker Hughes and/or Akastorpursuant to the corporate reorganization(see“Corporate reorganization”)and(ii)contribute allof the remaining net proceeds from this offering to HMH B.V.in exchange for a number of B.V.V

321、oting Class A Shares and B.V.Voting Class B Shares such that the number of B.V.VotingClass A Shares and B.V.Voting Class B Shares,respectively,held by us(taking into account theB.V.Voting Class A Shares and B.V.Voting Class B Shares acquired by us from the PrincipalStockholders pursuant to the corpo

322、rate reorganization)equals the number of shares of Class Acommon stock sold by us in the offering.HMH B.V.intends to use$million of the netproceeds received by it to repay all of the outstanding principal and accrued and unpaid interestunder the Shareholder Loans(as defined herein)from Baker Hughes

323、Holdings LLC and AkastorAS,which totaled$134.6 million as of March 31,2025,and any remaining amounts for generalcorporate purposes,which may include funding for acquisitions,working capital requirements,capital expenditures and the repayment,refinancing,redemption or repurchase of indebtednessor oth

324、er securities.If the underwriters exercise in full their option to purchase additional shares of Class A commonstock,we intend to contribute all of the additional net proceeds to HMH B.V.in exchange for anadditional B.V.Voting Class A Shares and B.V.Voting Class B Shares.HMHB.V.intends to use such a

325、dditional net proceeds for general corporate purposes,which mayinclude funding for acquisitions,working capital requirements,capital expenditures and therepayment,refinancing,redemption or repurchase of indebtedness or other securities.See“Use of proceeds.”Dividend policyThe declaration and payment

326、of dividends by us will be at the sole discretion of our board ofdirectors.We currently intend to retain future earnings,if any,to finance the growth anddevelopment of our business.However,our dividend policy is within the discretion of our boardof directors and will depend upon then-existing condit

327、ions,including our results of operations,financial condition,capital requirements,investment opportunities,statutory or contractualrestrictions on our ability to pay dividends and other factors our board of directors may deemrelevant.In addition,our existing debt agreements place,and we expect our f

328、uture debtagreements will place,certain restrictions on our ability to pay cash dividends.See“Dividendpolicy.”272025/5/21 15:56S-1/Ahttps:/www.sec.gov/Archives/edgar/data/2021880/000119312525123194/d915070ds1a.htm33/326Table of ContentsRedemption rights of the PrincipalStockholdersUnder the Exchange

329、 Agreement,each Principal Stockholder party thereto will,subject to certainlimitations,have the right,pursuant to the Redemption Right,to cause HMH B.V.to acquire ordirectly cancel all or a portion of its B.V.Non-Voting Shares,together with all or an equal portionof its shares of our Class B common

330、stock,for(i)shares of our Class A common stock at aredemption ratio of one share of Class A common stock for each bundle of one B.V.Non-VotingClass A Share,one B.V.Non-Voting Class B Share and one share of our Class B common stockredeemed,subject to conversion rate adjustments for stock splits,stock

331、 dividends andreclassification and other similar transactions,or,upon mutual agreement between suchPrincipal Stockholder and us,(ii)an equivalent amount of cash,based on the trailing ten-dayVWAP prior to the redemption date.Alternatively,upon the exercise of the Redemption Right,we(instead of HMH B.

332、V.)will have the right,pursuant to the Call Right,to acquire eachtendered bundle of one B.V.Non-Voting Class A Share,one B.V.Non-Voting Class B Share andone share of our Class B common stock directly from such Principal Stockholder for(a)oneshare of Class A common stock,subject to conversion rate ad

333、justments for stock splits,stockdividends and reclassification and other similar transactions,or,upon mutual agreementbetween such Principal Stockholder and us,(b)an equivalent amount of cash,based on thetrailing ten-day VWAP prior to the redemption date.Under the Exchange Agreement,Akastorwill,subject to certain limitations,also have the right,pursuant to the Hybrid Redemption Right(and in lieu o