Andersen Group Inc.

Previous wording

For a discussion of the risk factors affecting the Company, see Risk Factors in Part I, Item 1A of the 2025 Annual Report on Form 10-K.

Current wording

For a discussion of the risk factors affecting us, see Part I, Item 1A "Risk Factors" in the 2025 Annual Report on Form 10-K.

Previous wording

During the first quarter of 2026, we entered into a definitive agreement for a business combination with one member firm located in the strategically important area of Canada (the “Canada Transaction”). In May 2026, the Company announced it closed the acquisition of tax firms in Ireland and New Zealand, a tax firm and a consulting firm in Nigeria, and a tax firm and a law firm in Uruguay, expanding its presence across key developed and high-growth markets as it continues to scale its global platform ("Closed Transactions"). In addition, in May 2026, Andersen signed an agreement for the acquisition of a tax firm in Switzerland. Andersen’s previously announced definitive agreement for a business combination in Canada and the Switzerland acquisition are both expected to close in the third quarter of 2026, subject to the satisfaction of certain closing conditions. As consideration for the Closed Transactions, we issued a total of 822,214 shares of Class A common stock, and expect to issue approximately 108,517 shares of Class A common stock for the Canada Transaction and we expect to issue approximately 32,566 shares of Class A common stock for the Switzerland acquisition (the “Consideration Shares”). The Consideration Shares were valued at $27.8 million for accounting purposes. The initial accounting for the Acquisitions and Business Combinations are incomplete as a result of the timing of these transactions. For more detail regarding these transactions, see Note 19 to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. The sale and issuance of the Consideration Shares were made pursuant to transactions not involving an underwriter, and were not or will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), as applicable, in reliance upon Regulation S of the Securities Act.

Current wording

In May 2026, weclosed the acquisition of tax firms in Ireland and New Zealand, a tax firm and a consulting firm in Nigeria, and a tax firm and a law firm in Uruguay (collectively, the "May Transactions"). In addition, our previously announced business combination in Canada and acquisition of a tax firm in Switzerland both closed in July 2026 (collectively, the "July Transactions" and together with the May Transactions, the "Closed Transactions"). As consideration for the Closed Transactions, we issued a total of 822,214 shares of Class A common stock for the May Transactions, and issued 108,517 shares of Class A common stock for the Canada Transaction and issued 32,554 shares of Class A common stock for the Switzerland acquisition (the “Consideration Shares”). The Consideration Shares were valued at $27.8 million for accounting purposes. For more detail regarding these transactions, see Note 18 to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. The sale and issuance of the Consideration Shares were made pursuant to transactions not involving an underwriter, and were not or will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), as applicable, in reliance upon Regulation S of the Securities Act.

Previous wording

We currently intend to use the net proceeds from our IPO (including net proceeds received if the underwriters exercise their over-allotment option in full) to acquire a number of newly issued Class X Umbrella Units equal to the number of shares of Class A common stock issued in this offering from AT Umbrella LLC, at a purchase price per Class X Umbrella Unit equal to the initial public offering price of Class A common stock after deducting underwriting discounts and commissions. We currently intend to cause AT Umbrella LLC to use the proceeds it receives from the sale of Class X Umbrella Units to us to pay fees and expenses of approximately $9.6 million in connection with this offering and the reorganization transactions and for other general corporate purposes. We also intend to cause AT Umbrella LLC to use the net proceeds for investments in technology, infrastructure, training and strategic acquisitions of, or investments in, other businesses or technologies that we believe will complement our current business and expansion strategies, although we do not currently have any agreements or commitments for any specific material acquisitions or investments. Pending other use of the net proceeds from this offering, we intend to invest the net proceeds of our IPO in a variety short-term, interest-bearing, investment-grade securities and government securities.

Current wording

We currently intend to use the net proceeds from our IPO (including net proceeds received if the underwriters exercise their over-allotment option in full) to acquire a number of newly issued Class X Umbrella Units equal to the number of shares of Class A common stock issued in the IPO from AT Umbrella LLC, at a purchase price per Class X Umbrella Unit equal to the initial public offering price of Class A common stock after deducting underwriting discounts and commissions. We currently intend to cause AT Umbrella LLC to use the proceeds it receives from the sale of Class X Umbrella Units to us to pay fees and expenses of approximately $9.6 million in connection with the IPO and the reorganization transactions and for other general corporate purposes. We also intend to cause AT Umbrella LLC to use the net proceeds for investments in technology, infrastructure, training and strategic acquisitions of, or investments in, other businesses or technologies that we believe will complement our current business and expansion strategies. Pending other use of the net proceeds from the IPO, we intend to invest the net proceeds of our IPO in a variety short-term, interest-bearing, investment-grade securities and government securities.