S-1 Journal

The 10 Questions
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Every S-1, decoded through the same 10 questions.

They Bought Back the Name of an Accounting Firm That Had Vanished

In 2002, an accounting firm in the United States closed its doors. Arthur Andersen. In the words of the CEO letter bound into the prospectus, a firm that had been a cornerstone of the Big 5 and was widely seen as the dominant force in the profession “shut down under a cloud.” One of the partners there, Mark Vorsatz, started a new company with 22 colleagues. They called it WTAS, for Wealth and Tax Advisory Services. Nobody had heard of it.

Twelve years later, in 2014, that company bought the vanished sign back.
It acquired the rights to the Andersen trademarks in about 200 countries and jurisdictions, and renamed itself Andersen.
Then, in December 2025, as Andersen Group Inc., it sold shares to the public at $16.00 a share.

There is one thing this company has decided from the beginning: it does no audit work. The business of putting a stamp of approval on financial statements is deliberately left out, because that keeps the firm outside the independence rules audit firms live under, the prospectus explains. The company bought an accounting firm’s name, and audit is the one service it will not sell. (This article is a reading of the final prospectus filed on December 17, 2025.)

At the same time, the prospectus says this: two material weaknesses were found in the way the firm keeps its own books, and neither has been fixed. The money the offering brought the company is $188.2 million. Elsewhere in the same document sit three promises to pay current and former partners, $837.2 million in all.

Ten questions. We lay out only what the 424B4 says.

Question 1

What is this company, really?

In one line: a firm of accounting and tax professionals that does not audit.

When most people hear “accounting firm,” they picture the work of examining a company’s financial statements and certifying that they are right. That is auditing. Andersen does not do it.

What does it do instead? Estate and gift planning for wealthy families, tax filing and tax planning for companies, tax work for investment funds, and valuation, the business of putting a price on a company or an asset. Those four lines earn almost all of the revenue.

Why not audit? The prospectus puts it this way.

“

Since our inception, we have made a deliberate decision not to provide audit or related financial statement attestation services. As a result, we are not limited by the associated regulations that audit firms are subject to in the United States and internationally.

ANDERSEN GROUP 424B4 (DEC 2025) / PROSPECTUS SUMMARY

A firm that audits is limited by law in what else it can sell to the companies it audits. Section 201 of the Sarbanes-Oxley Act prohibits an audit firm from providing certain non-audit services to its audit clients. The first item on the list the prospectus gives is appraisal and valuation services. Andersen, which does not audit, is bound by none of it. This is what the company means by independence.

The history of the name is more tangled than the business itself. The firm was founded in 2002 as Wealth and Tax Advisory Services, Inc. In December 2007 it formed WTAS Holdings LLC, and in 2008 it completed a management buyout from HSBC, its parent at the time.

Then, in 2014, it acquired the rights to the Andersen trademarks and changed its name. The prospectus says so plainly, in its corporate information section.

“

In 2014, we acquired the rights to the Andersen trademarks and rebranded ourselves as Andersen Tax Holdings LLC and Andersen Tax LLC.

ANDERSEN GROUP 424B4 (DEC 2025) / CORPORATE AND OTHER INFORMATION

In the glossary of defined terms sits this entry: “Arthur Andersen” refers to the former Arthur Andersen & Co. or Arthur Andersen LLP, as context requires. The company treats the firm that vanished as one of its own defined terms.

A company that began by deciding not to audit.

Question 2

What does it compete on?

Three things it fights with: not auditing, the name, and an alliance of more than 300 firms.

This is not a firm that trades punches with the Big 4 (Deloitte, EY, KPMG, PwC) head on. Those four are the first competitors the prospectus names, and part of what Andersen sells is what those four cannot sell to the companies they audit.

It can sell what the law forbids audit firms to sell

What Section 201 of the Sarbanes-Oxley Act forbids an audit firm to provide to its audit clients is certain non-audit services, including appraisal and valuation services, financial systems design, and internal audit outsourcing. Valuation is one of Andersen’s four pillars. Andersen carries none of that constraint.

So it can offer clients a single door. M&A tax, state and local tax, international tax, tax automation, help with forming funds, valuation. All of it through one relationship.

The prospectus writes that the regulation and the conflicts of interest carried by the large firms with audit practices are exactly what keeps clients from reaching the expertise they need. The company has turned its competitors’ constraint into its own product.

The name itself has become an asset

The second pillar is the name it bought back. The company describes its own brand as one of the most globally recognized and respected names within the professional services industry.

It argues the point with numbers too. In 2024, revenue per employee rose 9% year over year to about $335,000, against an industry average of about $230,000, the company says.

It works in hiring as well. In 2024, more than 9,000 people applied for about 183 associate and intern positions. They came from 900 universities across 24 countries.

And it was not only “Andersen” that came back. In 2025 the company launched a name called Andersen Consulting. The CEO letter describes it as an iconic brand, one that Arthur Andersen spun off in 2001 and that became Accenture.

So the name today’s Accenture once carried is being revived by the Andersen side. As of the end of September 2025, more than 130 consulting firms, in 76 countries, with over 35,000 professionals had joined, the CEO letter says.

And the name turns into money directly. This is the part that gets skipped.

A quiet revenue line: 2% of the increase

Andersen Global is an association of like firms established in Switzerland in 2013. As of the end of September 2025 it counts more than 300 member and collaborating firms, in over 180 countries, with more than 50,000 people.

The founding member is the operating business, Andersen Tax LLC. It holds no equity interest at all, neither in the association nor in any member or collaborating firm. What it holds is the trademarks, and a seat on the side that governs. The prospectus writes that the company participates on the association’s governing Board, and that CEO Vorsatz himself serves as its Global Chairman.

On that footing, it licenses the marks. The terms are unusual, and the prospectus states them plainly.

“We offer licenses to member firms of Andersen Global to use certain of our registered trademarks in exchange for a license fee of 2% of the increase of the member firm’s consolidated net revenue for each calendar year, which is payable annually so long as a firm continues as a member of Andersen Global.”

Not 2% of revenue. 2% of the increase in it. If a member firm grows, the take grows; if it stops growing, the take goes toward zero. Andersen Consulting partner firms are held to the same terms.

What it sells is two things: its competitors’ constraint, and its own name.

Question 3

How big is the market?

The market is drawn in three tiers, and the outermost one is an order of magnitude larger.

The prospectus gives three U.S. market figures, all cited to IBISWorld estimates as of 2024.

The three tiers of the U.S. market the company presents (IBISWorld, 2024)

The core business, tax advisory, is $60 billion. Valuation and financial advisory together are $44 billion. And consulting, which the company is entering through Andersen Consulting, is $392 billion. That last one is an order of magnitude apart.

The prospectus itself attaches a caution, though: estimates of this kind are uncertain, and the numbers move when the assumptions do. A large market is no guarantee that the company can take any of it, it also writes.

The demand side is described more concretely. Foreign direct investment inflows have averaged more than $1.5 trillion a year over the past decade, leaving an ever broader web of cross-border connections. Governments keep changing tax rules to serve their budgets.

And the people are missing. Citing the Bureau of Labor Statistics, the prospectus writes that more than 340,000 CPAs left the profession between 2019 and 2023. Tax grows more complex while the number of people who can handle it falls: that is the company’s account.

The market is wide. Width is not a guarantee of a share.

Question 4

Who actually uses it?

The client base is scattered. Not one client group is worth more than 1% of revenue.

There are no famous names on this company’s client list. There is no way to line them up.

In the nine months to the end of September 2025, it performed more than 21,000 engagements for over 11,900 “client groups.” A client group is a unit that counts, for example, the several individuals and trusts belonging to one wealthy family as one.

Concentration is extremely low. In both 2024 and 2023, not a single client group accounted for more than 1% of revenue. The top ten groups combined came to about 5%.

It also shows in numbers that clients stay. About 74% of 2024 revenue came from client groups that had been with the firm for more than three years.

The deepening is real too. Client groups paying at least $250,000 a year grew from 524 in 2023 to 629 in 2024. Among the ten largest groups, aggregate contribution to revenue has grown 5.3 times since each engagement began.

The client base from three angles

A scattered client base is a strength and a weakness at once. There is no dependence on any one client. There is also no big account holding things steady. The prospectus writes that its contracts do not obligate clients to keep using the firm, and that clients may terminate with little or no notice and without penalty.

No one client matters; every client does.

Question 5

How does it make money?

What it sells is time. So the way the people are stacked is the margin.

Most of the revenue is billed by the hour. Each professional has a rate, hours are recorded, and clients are invoiced. There are fixed-fee and contingent arrangements too, but they have not been a large share so far.

In a business shaped like that, how much of the senior people’s time reaches the client decides the profit. Andersen runs this the other way from the industry.

As of the end of September 2025 it had 293 revenue-generating Managing Directors and 1,659 revenue-generating professionals below them. About 1 to 5. Each senior person carries few juniors.

Generally the higher that ratio, the more money a firm makes: hang a lot of juniors off a few seniors, and the spread between the billing rates produces profit. Andersen does not do that, and chooses instead to put its senior people in front of clients directly. The prospectus calls this a “low-leverage operating model.”

Of its more than 2,300 employees, 83% are on the revenue-generating side. Among client-facing roles at manager level and above, 87% hold credentials such as CPA or a law license, and 54% hold advanced degrees.

The mix of how it earns looks like this.

It has barely moved in five years. Individuals and families are half of it, corporate tax a third. The sign changed; the substance of the business has not moved far from the wealthy individuals and corporate tax it started with.

The seasonality is pronounced too. Work bunches up against the U.S. filing deadlines, before April 15 and before the October extension deadline. So revenue leans into the first and third quarters.

Put the senior people in the room. That is the cost, and it is also the product.

Question 6

Are the numbers healthy?

Three things look odd in the numbers. Take the reveals one at a time.

Start by laying four periods of the income statement side by side.

Revenue grew, and operating income fell by more than half

Revenue for the nine months to September 2025 was $668.3 million, up 13.4% from $589.2 million a year earlier.

Operating income, though, fell from $142.4 million to $64.8 million, down 54.5%. The operating margin went from 24.2% to 9.7%.

Almost all of the difference sits in cost of services. As a share of revenue it jumped 11.6 points, from 58.3% to 69.9%.

Break it apart. Revenue rose by $79.2 million. Operating expenses rose by $156.8 million. Within that: cost of services up $123.4 million, sales, general and administrative up $32.8 million, depreciation and amortization up $0.6 million.

The reveal: $136.5 million of expense that no cash left for

In the second quarter of 2025, the company granted certain Managing Directors interests called profits interest units. In accounting terms these are equity-based compensation, and they run through expense.

The amount was $136.46 million over the nine months. Of that, $104.5 million landed in cost of services and $32.0 million in sales, general and administrative.

The prospectus describes what came before.

“

Except for the grants of profits interest units in 2025, historically we have not incurred equity-based compensation expense.

ANDERSEN GROUP 424B4 (DEC 2025) / MD&A

So the main reason profit looks halved is a one-time charge that no cash left for. That the “one time” does not end there becomes clear shortly.

One confusion worth closing here. No cash went out for this expense, but the cash balance itself did fall. Over the nine months of 2025 it went from $87.99 million to $67.85 million, a decrease of $20.15 million. The reason is not expense but distributions: over the same nine months, $130.37 million went out to members.

GAAP goes down, non-GAAP goes up

Here is where it turns strange. Net income margin under the accounting rules fell from 24.5% to 9.8%. Over the same period, the adjusted EBITDA margin the company uses rose from 25.5% to 32.5%.

Adjusted EBITDA takes net income, adds back income tax, interest expense and depreciation and amortization (subtracting interest income), then adds back transaction-related costs and the non-cash equity-based compensation. What is added back is the whole of the difference.

This is not a question of which one is right. The same company over the same period appears to move in opposite directions depending on the measure. The prospectus itself notes that non-GAAP figures are supplemental and are not a substitute for GAAP. (Adjusted EBITDA: net income with income tax, interest expense and depreciation and amortization added back and interest income deducted, then transaction-related costs and non-cash equity-based compensation removed as well.)

Almost no tax is going out

The other thing that catches the eye is income tax. Against pre-tax income of $137 million in 2024, income tax was about $2.4 million. The effective rate was 7% for the nine months of 2025 and 2% a year earlier.

The trick is in the form of the entity. The LLC that carries the business is treated as transparent for tax purposes and is not taxed as a corporation. The tax is paid on the members’ side, which is to say by the partners individually.

That changes after listing. Andersen Group Inc., the holding company, is taxed as an ordinary corporation, and on top of that come the payments under the deferred agreement described later.

And the expenses still to come

The company writes out, itself, the expenses it expects to record ahead. The amounts are large.

The equity compensation and one-time expenses the prospectus lays out

• RSUs granted in connection with the listing: about $87.1 million in total
• Aggregator LTIP Units: about $14.1 million in total, through 2030
• Exchange of profits interest units and Management Holdco interests: about $721 million in total, expensed over five years
• A one-time equity restructuring expense in the fourth quarter of 2025: about $162.3 million
• The Class X Aggregator Units portion of the same: about $30.9 million

The $721 million is roughly the size of 2024 revenue, $732 million. It presses on the income statement every year through 2030.

All of these are the company’s preliminary estimates, and it notes that the final amounts are subject to revision as the transactions are finalized.

No cash left for this expense. The cash balance still fell.

Question 7

Who runs it?

The people running it were in the room the day the sign came down.

Mark Vorsatz is 71. He joined Arthur Andersen in 1979 and was a partner from 1987 to 2002. The CEO letter bound into the prospectus begins on the last of those days.

“

My employer of 22 years, Arthur Andersen, where I had been one of the youngest partners in the firm’s history and ran its Silicon Valley office, closed its doors.

ANDERSEN GROUP 424B4 (DEC 2025) / LETTER FROM THE CEO

The letter goes on: “I knew intrinsically what made it great. And, beyond the headlines, I knew well its internal shortcomings and why it failed. Knowing the difference was critical.”

At the time there were no salaries, no pensions, no bonuses or profit sharing. There were growing families, and there were bills.

“

I told my wife, “Maybe I can go back to United Airlines and load bags on airplanes.” She said, not a chance. Go for your dream and build a new company.

ANDERSEN GROUP 424B4 (DEC 2025) / LETTER FROM THE CEO

Twenty-three partners started out, primarily in six locations: San Francisco, Los Angeles, New York City, Boston, West Palm Beach, and McLean, Virginia.

In 2006 they opened in Chicago with four people and a small office. “I smile when I think of Chicago, the original home of Arthur Andersen,” the letter says, and adds that as of the end of September 2025 over 250 professionals work there, out of a skyscraper designed by the I.M. Pei firm.

The decision to change the name is written down honestly too. Many partners were skeptical, and the reason is stated: “Arthur Andersen shut down under a cloud.”

The letter continues: “And though the United States Supreme Court acquitted the company of any wrongdoing, there were reputational uncertainties to consider.” That is the letter’s way of putting it, though, and not a description of the ruling. The 2005 decision vacated the conviction and sent the case back on the ground that the jury instructions had failed to convey the elements of criminal liability properly. It did not find that no wrongdoing had occurred.

The company ran two marketing studies, and two-thirds of the participants were positive about changing WTAS to Andersen. It went public with the name on September 1, 2014. After an appearance on CNBC, more than 10,000 emails arrived within three days, and the CEO’s computer crashed three times.

Before the name change there were 17 offices, 150 partners, and approximately 650 employees. Revenue reached $732 million in 2024, and as of the end of September 2025 the firm had over 2,300 people in 26 locations across the United States.

The board is where the industry’s memory is gathered

The lineup of director nominees and non-employee directors is unusual. The ages run from 67 to 84. Note that where the prospectus says the firm has no mandatory retirement age, it is speaking about its professionals and Managing Directors; it does not address any retirement provision for the board.

Part of the board

The audit committee chair is a man who was head of finance at IBM; the lead independent director is a founding partner of Gunderson Dettmer. The memory of the industry and of the capital markets, seated as it is.

What the CEO personally received from the name

In the related party transactions section there is an entry that catches the eye. A royalty agreement.

In June 2023, the company converted the CEO’s incentive into the form of an interest. What it does is allocate to the CEO’s side a set share of the trademark license fee income that Andersen Tax LLC and others receive.

The marks covered include “Andersen,” “Andersen Global” and “Andersen Consulting,” and also “Arthur Andersen” itself and the “Door” logo.

The allocation came in two steps. All of the first $284,101.06 collected. After that, 20% of the combined Andersen and Andersen Consulting license fee income through 2048, less reasonable expenses.

The amounts actually paid were $534,226 in 2023 and $556,895 in 2024. The CEO’s total 2024 compensation of $9.59 million includes this.

The prospectus closes the entry with one line: “In March 2025, the Royalty Agreement was terminated.”

The people who watched the sign come down are the ones selling it.

Question 8

Who controls it?

What you can buy is all of the box, and the box owns about a tenth of the business.

The mechanism of this listing is a two-tier structure. The prospectus calls it an umbrella partnership C-corporation, a form often used when a partnership goes public.

Take it a tier at a time. On top sits Andersen Group Inc., the box that sells shares to the market. Below it is AT Umbrella LLC, and below that is the operating business itself, Andersen Tax LLC.

After the offering, what Andersen Group Inc. holds is about 11.4% of AT Umbrella. The remaining 88.6% is held by an LLC called Aggregator, whose owners are the current and former Managing Directors.

Two classes of stock sit on top of that. Class A carries one vote per share and the right to share in any dividend the board declares, though the company writes that it does not currently expect to pay one in the foreseeable future. Class B carries ten votes per share and no right to dividends or to any distribution on liquidation; the prospectus calls it non-economic. All of the Class B is in Aggregator’s hands.

The result looks like this.

The split after the offering (the case in which the underwriters’ over-allotment is exercised in full, in the prospectus’s own presentation, and the one that actually happened)

The 100% needs care. What the prospectus calls 100% is the economics of the listed box itself, Andersen Group Inc. It is not 100% of the business.

That box’s interest in AT Umbrella is about 11.4%. The remaining 88.6% of income before income taxes is allocated to the partner side, as a non-controlling interest for accounting purposes. What buyers hold against the profits of the business is squeezed, first of all, down to that tenth.

The prospectus attaches a caveat to this ratio: it does not include the economic interests attributable to the CA Notes and the HO Note, which come up later. Include them and the buyers’ share thins further.

On top of that, they get to touch 1.3% of the decisions. Electing directors, amending the charter, approving major corporate transactions: Aggregator can decide all of it on its own.

That 1.3% and 98.7% are the figures for the case in which the underwriters’ over-allotment is exercised in full. In the same place, the prospectus also gives 1.1% and 98.9% if it is not exercised. That it was in fact exercised is stated in the annual report filed after the listing. Either way, what public holders hold is in the 1% range.

And it is not an individual who moves that 98.7%. The footnote in the prospectus reads: “The board of directors of Aggregator has voting power over all issued and outstanding shares of Class B common stock.” The votes sit in the meeting room of a private partner LLC.

Note that the 11.4% is the figure as of the listing. Class X Umbrella Units can be exchanged for Class A shares. As partners turn interests into stock, the box’s interest rises.

According to a separate prospectus the company filed on August 20, 2026, after that August offering the box’s interest is about 16.3%. The exchanges were completed before the offering, and if the underwriters do not buy additional shares the selling stockholders simply keep the shares they received, so this ratio does not move with additional purchases.

That does not mean each Class A share came to hold a thicker claim on the business. Class X Umbrella Units are exchanged for Class A shares one-for-one (the company may elect to settle in cash instead), so as exchanges proceed, one share still stands on one unit.

The box’s interest rose in August because units moved over to the box side as the partner side turned interests into stock. The total number of AT Umbrella units did not change across it.

The New York Stock Exchange rules call this state a “controlled company.” A company that qualifies is exempted from requirements such as having a majority-independent board. The company says it will still have a majority of independent directors and an independent compensation committee, while stating plainly that it will not have a nominating committee. The CEO’s compensation is set by the full board, on the recommendation of the compensation committee.

The partner side is tied down too

Whether this is a design in which the partners simply win is another matter. Members of Aggregator are bound on selling.

The main restrictions Aggregator members accepted

• Retain beneficial ownership of the interests received as of the listing for five years
• While still with the firm, keep at least one-third of the interests received
• Comply with a 180-day lock-up with the underwriters
• Exchange no more than 20% of the granted interests cumulatively, every twelve months

And how much is vested at the listing is set by years of service.

Even someone who has served more than ten years has half vested at the listing. The rest comes 20% at a time, every twelve months. If they leave at 65 or older, or in the case of death or disability, all of the remainder vests immediately.

One more arrangement, quiet but working. Whether to admit a new Managing Director is decided by a vote of Aggregator’s board, after the listing as before. The door to hiring is not on the listed company’s side.

Someday, this structure comes undone

It is not designed to last forever. The day Aggregator’s voting power falls below 50% is what the prospectus calls the Triggering Event.

From that date, each Class B share automatically carries one vote. The tenfold voting right disappears.

At the same time, the board moves to a staggered board of three classes. The concentration of votes goes away, and in exchange the directors turn over more slowly.

All of the economics is yours; nearly all of the decisions are theirs.

Question 9

What is it afraid of?

One line in the list of fears is particular to this company.

The risk factors run 40 pages. Most are of the kind that appear in any prospectus. Growth may not continue. People may not be hired. Acquisitions may not work out.

Four of them show what is particular to this company.

Four that show what is particular to this company

• Two material weaknesses in internal control exist, and remain un-remediated
• Employee negligence or misconduct has harmed the business in the past
• It cannot guarantee that the parties who assigned the trademarks held valid rights
• Its operating history at the current scale is short

Take the first one further. It is what a company flying an accounting firm’s name wrote about the way it keeps its own books.

Two, un-remediated

In connection with the audits of the 2023 and 2024 financial statements, the company and its auditors identified material weaknesses. A material weakness means a state in which there is a reasonable possibility that a material misstatement of the financial statements will not be prevented or detected on a timely basis.

There are two of them. One is IT general controls: restricting privileged access, provisioning and removing user accounts, periodic reviews of access rights, authentication settings, change management. The other is detective controls over the period-end close, covering the review of journal entries, reconciliations and account analyses, and the evaluation of technical accounting matters.

The company gives the reason too. As a private company, it did not have the business processes, systems, personnel and internal controls that a public company needs.

And here is where it stands.

“

While management is making improvements to our control environment and business processes to support and scale with our growing operations, the identified material weaknesses remain un-remediated.

ANDERSEN GROUP 424B4 (DEC 2025) / RISK FACTORS

It also writes that the assessment of the remediation may be completed before December 31, 2025, but could slip into 2026. At the moment of listing, they were not fixed.

Look at this coolly. The company does no audit work, so it is in no position to certify anyone else’s books. Even so, the fact that a company flying the Arthur Andersen name came to market with its own accounting control weaknesses un-remediated stays on the page.

Title to the name it bought

The third one is distinctive too. Under intellectual property risk, the company writes that it acquired certain trademarks, and then continues.

“

cannot guarantee that the assignors of those trademarks had a valid and enforceable right to these trademarks to assign to us

ANDERSEN GROUP 424B4 (DEC 2025) / RISK FACTORS

It goes on to say that where its trademarks have been used by licensees, it “may not have exercised sufficient quality control” over that use.

The core of this company’s product is a name. On that name it has been unable to attach a guarantee on two counts: the seller’s rights, and how the mark has been used by those it lent it to. A risk disclosure about the sign, from the company that bought the sign.

For the record, the U.S. trademark registrations expire in October 2029 for the “Andersen” word mark and in November 2026 for the “Door” logo. Both can be renewed every ten years, and the company states that it intends to renew them.

What it fears is not the competition. It is its own footing.

Question 10

What becomes of the money it raises?

Note: This analysis draws on the facts in the final Form 424B4 prospectus, which includes the final IPO price and offering terms. Post-listing share-price performance and subsequent operating results fall outside its scope.

The $188.2 million coming in is far smaller than the promises going out.

The offering was 11,000,000 shares at $16.00 a share. The underwriters held a 30-day option to buy 1,650,000 more. The prospectus gives both cases: net proceeds of about $163.7 million if the option is not exercised, and about $188.2 million if it is exercised in full.

It was exercised in full. The annual report filed after the listing (Form 10-K) states that 12,650,000 shares were issued, and that this includes the underwriters’ exercise in full of the option for 1,650,000 shares. Net proceeds were $188.2 million. In this article, the figures for proceeds, ownership, voting power and dilution are, unless otherwise noted, the ones from that full-exercise case. Note that the prospectus’s capitalization table and its comparison of amounts paid are both built on the assumption that the option is not exercised.

The use of the money is, first, all of it to buy interests in AT Umbrella. AT Umbrella then puts that money toward about $9.6 million of offering and reorganization expenses, general corporate purposes, and technology, infrastructure, training and acquisitions. There is, however, no agreement for any material acquisition or investment at present.

The problem is the promises sitting elsewhere in the same document.

CA Notes are a promise to return the balances of the capital accounts partners had left in the firm. Class H is deferred payment to partners who are retiring or have already retired. The HO Note turns part of that into a note, and is counted within Class H.

The third one, the Tax Receivable Agreement, is the hardest to follow. When partners exchange interests for stock after the listing, the company’s tax basis rises and its taxes fall. The agreement hands 85% of that tax saving to the partner side in cash.

The company estimates about $441.1 million over 15 years, at $24.8 million to $44.8 million a year. The assumptions behind it are heavy, though: a price of $16.00 a share, all exchangeable interests converted into stock as of the offering, and enough taxable income to use the tax benefits up. In the risk factors it writes that, due to the uncertainty of various factors, it cannot reasonably quantify the tax benefits it may realize.

The three that do not overlap (CA Notes, Class H and the Tax Receivable Agreement) add to about $837.2 million. That is about 4.4 times the proceeds actually received.

The shape of the balance sheet changes too. A company that had no borrowings takes on $350.1 million of notes payable to partners. Cash rises from $67.8 million to $153.7 million. Note that this capitalization table is one the prospectus built on the assumption that the option is not exercised.

On the books, the backing is negative from the moment you buy

The dilution figures are distinctive as well. Net tangible book value per share at the end of September 2025 was negative $2.36 on a pro forma basis. After the offering it only reaches negative $0.41. Note that this table is built assuming that all 98,302,500 Class X Umbrella Units held by the Aggregator side are exchanged one-for-one into Class A shares.

So even after paying $16.00, the pro forma net tangible book value behind a share starts at negative $0.41. The prospectus calls that difference of $16.41 immediate dilution. Net tangible book value is an accounting measure; it is not the value of the business, nor what a share would fetch in a liquidation.

The prospectus also gave the figures for the case in which the over-allotment is not exercised: net tangible book value per share of negative $0.64, and immediate dilution of $16.64. What actually happened was the exercised case.

The comparison of amounts paid is there too. Existing holders paid about $102.2 million in total for 98,302,500 shares, a weighted average of $1.04 a share. New investors paid $176.0 million for 11,000,000 shares, at $16.00 each.

By share count, existing holders are 90%; by amount paid, new investors are 63%. Both the share count and the amounts paid in this table are built on the no-exercise assumption. The prospectus writes that with full exercise the existing holders’ share of the count falls to 89%, and that is what happened. In a listing built on a two-tier structure, the net tangible book value of the upper box starting from a negative number is itself something that can happen.

The money raised goes to the business; the money earned goes first to the partners.

In closing

Beyond the ten questions

What Andersen Group is selling is not a tax advisory firm. It is a name rebuilt over twenty years. It began in 2002 as the unknown WTAS, bought the trademarks back in 2014, and listed as “Andersen” in 2025. Revenue compounded at 15% a year from 2003 to 2024, the client base is scattered across 11,900 groups, and attrition runs below the industry average. The name is working.

But the company that flies it came to market carrying two un-remediated weaknesses in the way it keeps its own books. IT general controls, and detective controls over the period-end close. An accounting firm’s sign and a failure of accounting control sit inside the same document. The company does no audit work, so this is not a contradiction of its professional role. It stays in the reader’s head all the same.

And against the $188.2 million of proceeds stand three promises to current and former partners, $837.2 million in all. Nearly all of the voting power remains in the partners’ LLC, and it is that LLC’s board that moves it. What a new shareholder receives is 100% of the economics of the listed box (whose interest in the business is about 11.4%) and voting power in the 1% range.

A story about taking a name back, and the promises to pay the people who took it back. The two are listing as one set.

The prospectus writes of “exceptional client service grounded in integrity, transparency, and excellence.”
The market hears “a name that once closed its doors has come back as a public company.”
At that intersection, Andersen Group sold stock at $16.00 a share.
When the un-remediated weaknesses will go away, the prospectus says only this much: the assessment may slip into 2026.

Source: All facts are drawn from Andersen Group Inc.’s 424B4 (accession 0001193125-25-322948, filed 2025-12-17).