DPC Holdings details $14.3M offering expenses

DPC Holdings Limited filed Amendment No. 2 to its Form S-1 registration statement, primarily to add certain exhibits and continue delaying the statement’s effectiveness until a later amendment or SEC action under Section 8(a).

Rhea-AI Filing Summary

DPC Holdings Limited filed Amendment No. 2 to its Form S-1 registration statement, primarily to add certain exhibits and continue delaying the statement’s effectiveness until a later amendment or SEC action under Section 8(a).

The company plans to convert from a Jersey private company into a Jersey public limited company and be renamed DPC Holdings PLC before the offering closes. The filing outlines estimated offering-related costs totaling $14,346,840, including legal and accounting fees, listing fees, and other expenses, with only the SEC registration fee and FINRA filing fee stated as exact amounts. It also describes broad indemnification protections for directors and officers under future Articles of Association, separate indemnification agreements, and the underwriting agreement.

Key Figures

SEC registration fee: $111,170 FINRA filing fee: $129,300 Listing fees: $325,000 +5 more

8 metrics

SEC registration fee $111,170 Amount to be paid for Securities Act registration

FINRA filing fee $129,300 Amount to be paid for FINRA review

Listing fees $325,000 Estimated exchange listing costs

Legal fees and expenses $5,294,000 Estimated legal costs of the offering

Accounting fees and expenses $7,359,000 Estimated accounting costs of the offering

Printing and engraving expenses $155,000 Estimated printing and engraving for offering materials

Miscellaneous expenses $969,950 Estimated miscellaneous offering costs

Total estimated expenses $14,346,840 Total issuance and distribution costs

Key Terms

Registration Statement, emerging growth company, Indemnification, Underwriting Agreement, +2 more

6 terms

Registration Statement regulatory

"Amendment No. 2 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

emerging growth company regulatory

"See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company”"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Indemnification financial

"Our Articles of Association ... will provide for indemnification of the officers and directors"

A contractual promise to cover losses, expenses, or legal claims that arise from specified events, such as breaches of representations or third‑party lawsuits. For investors, indemnification matters because it shifts potential financial risk and future cash outflows from one party to another, similar to a friend agreeing to pay your bill if you’re sued, and can affect deal value, expected returns, and contingent liabilities on the balance sheet.

Underwriting Agreement financial

"The proposed form of the Underwriting Agreement, filed as Exhibit 1.1 to this registration statement"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

Blue Sky fees and expenses regulatory

"Blue Sky fees and expenses | $ | N/A"

power of attorney regulatory

"Power of Attorney (included in signature page to Registration Statement)"

A power of attorney is a legal document that allows one person to make decisions and act on behalf of another person, often in financial or legal matters. It’s like giving someone a trusted helper or agent the authority to handle important tasks if you are unable to do so yourself. This matters to investors because it can impact how their assets are managed or transferred if they become unable to oversee their affairs.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is the purpose of DPC (DPC) Amendment No. 2 to Form S-1?

Amendment No. 2 updates DPC Holdings’ Form S-1 mainly to file additional exhibits and maintain a delay of the registration statement’s effectiveness. It also reiterates standard undertakings related to liability and prospectus updates for the planned securities offering.

How much offering-related expense does DPC (DPC) currently estimate in this S-1 amendment?

DPC Holdings currently estimates total issuance and distribution expenses of about $14,346,840. This includes registration and FINRA fees, listing fees, transfer agent costs, printing, legal and accounting fees, plus miscellaneous expenses, with most categories presented as estimates rather than fixed amounts.

What corporate changes does DPC (DPC) plan before completing the offering?

Before the offering closes, DPC Holdings intends to change from a Jersey private company to a Jersey public limited company. At that time, its name is expected to become DPC Holdings PLC, aligning its legal structure and branding with a public-company status.

How are DPC (DPC) directors and officers protected under this registration statement?

The filing states that DPC’s Articles of Association will indemnify officers and directors to the fullest extent permitted by law. Separate indemnification agreements and the underwriting agreement will also provide protection against certain liabilities, including Securities Act claims, subject to public policy limits noted by the SEC.

Who signed DPC (DPC) Amendment No. 2 to Form S-1 on behalf of the company?

Chief Executive Officer and Executive Director Michael Joseph Quinn signed the registration statement for DPC Holdings. Chief Financial Officer and Executive Director David John Egan and several directors also signed, with Egan acting as attorney-in-fact for certain signatories under a previously granted power of attorney.

What specific regulatory fees does DPC (DPC) list in its estimated offering costs?

The filing lists an SEC registration fee of $111,170 and a FINRA filing fee of $129,300 as part of the offering costs. It notes that, unlike these two items, the other expense categories in the table are estimates rather than final, fixed amounts.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/18/2026 - 09:36 PM EDT Learn about SEC filing dates

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As filed with the Securities and Exchange Commission on June 18, 2026

Registration No. 333-296215​

​

​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

​

Amendment No. 2
to

Form S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

​

DPC Holdings Limited*

(Exact Name of Registrant as Specified in its Charter)​

​

​	Jersey	​	​	3360	​	​	Not Applicable	​
​	(State or Other Jurisdiction of Incorporation or Organization)	​	​	(Primary Standard Industrial Classification Code Number)	​	​	(I.R.S. Employer Identification No.)	​

2nd Floor, Donington Court, Pegasus Business Park, Herald Way, Derby, DE742UZ, United Kingdom
+44(0)115 663 0139

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

​

Corporation Service Company
241 Little Falls Drive
Wilmington, DE 19808
Tel: +1 (302) 636-5401

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

​

Copies to:

​ Richard Browne, Esq.
John R. Vetterli, Esq.
Jessica Y. Chen, Esq.
White & Case LLP
1221 Avenue of the Americas
New York, NY 10020
Tel: +1 (212) 819-8200 ​ ​ Helen Barrett-Hague, Esq.
General Counsel & Chief Risk Officer
DPC Holdings Limited
Donington Court, 2nd Floor
Pegasus Business Park, Herald Way
Derby, DE742UZ
United Kingdom ​ ​ Richard D. Truesdell, Jr., Esq.
Roshni Banker Cariello, Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Tel: +1 (212) 450-4000 ​

​

Approximate date of commencement of proposed sale to the public:   As soon as practicable after effectiveness 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 Securities Act of 1933, 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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.

​	Large accelerated filer ☐ ​	​	​	Accelerated filer ☐ ​	​
​	Non-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 new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

​

*

Prior to the consummation of this offering, we intend to change the legal status of our Company from a Jersey private company to a Jersey public limited company and our name will be DPC Holdings PLC.

​

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EXPLANATORY NOTE

This amendment is being filed solely to file certain exhibits to the Registration Statement.

​

Part II
Information not required in prospectus

Item 13.   Other Expenses of Issuance and Distribution.

​	​	​	Amount to be Paid				​
Registration fee	​	​	​	$	111,170	​	​
FINRA filing fee	​	​	​	$	129,300	​	​
Listing fees	​	​	​	$	325,000	​	​
Transfer agent’s fees	​	​	​	$	3,500	​	​
Printing and engraving expenses	​	​	​	$	155,000	​	​
Legal fees and expenses	​	​	​	$	5,294,000	​	​
Accounting fees and expenses	​	​	​	$	7,359,000	​	​
Blue Sky fees and expenses	​	​	​	$	N/A	​	​
Miscellaneous	​	​	​	$	969,950	​	​
Total	​	​	​	$	14,346,840	​	​

Each of the amounts set forth above, other than the Registration fee and the FINRA filing fee, is an estimate.

Item 14.   Indemnification of Directors and Officers.

Our Articles of Association to be filed as an exhibit to this registration statement will provide for indemnification of the officers and directors to the fullest extent permitted by applicable law.

In addition, we will (to the fullest extent permitted by applicable law) enter into agreements to indemnify our directors and executive officers containing provisions, which are in some respects broader than the specific indemnification provisions contained in our Articles of Association. The indemnification agreements may require us, among other things, to indemnify such persons against expenses, including attorneys’ fees, judgments, liabilities, fines and settlement amounts incurred by any such person in actions or proceedings, including actions by us or in our right, that may arise by reason of their status or service as our director or executive officer and to advance expenses incurred by them in connection with any such proceedings. The proposed form of such indemnification agreement is filed as Exhibit 10.12 to this registration statement.

The proposed form of the Underwriting Agreement, filed as Exhibit 1.1 to this registration statement, will provide for indemnification of the registrant and its officers and directors for certain liabilities arising under the Securities Act, or otherwise.

Item 15.   Recent Sales of Unregistered Securities.

None.

Item 16.   Exhibits and Financial Statement Schedules.

(a)

The Exhibit Index is hereby incorporated herein by reference.

​

(b)

All schedules have been omitted because they are not required, are not applicable or the information is otherwise set forth in the Consolidated Financial Statements and related notes thereto.

​

Item 17.   Undertakings.

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

II-1

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Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1)

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

​

(2)

For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

​

II-2

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EXHIBIT INDEX

​	Exhibit No.	​	​	Description	​
​	1.1*	​	​	Form of Underwriting Agreement.	​
​	3.1*	​	​	Memorandum and Articles of Association of the Registrant.	​
​	3.2*	​	​	Form of Amended and Restated Memorandum and Articles of Association to become effective upon closing of this offering.	​
​	5.1	​	​	Opinion of Carey Olsen Jersey LLP	​
​	10.1*	​	​	Credit Agreement, dated as of April 23, 2024, by and among Alloy Parent Limited, as Holdings, Doncasters US Finance LLC and Doncasters US LLC, as Borrowers, the Lenders party thereto, GLAS USA LLC, as Administrative Agent, and GLAS Americas LLC, as Collateral Agent	​
​	10.2*	​	​	Amendment to Credit Agreement (Letter Amendment), dated June 7, 2024, by and among Alloy Parent Limited, as Holdings, Doncasters US Finance LLC and Doncasters US LLC, as Borrowers, GLAS USA LLC, as Administrative Agent, and the Consenting Lenders party thereto	​
​	10.3*	​	​	Amendment No. 2 to Credit Agreement, dated as of April 25, 2025, by and among Alloy Parent Limited, as Holdings, Doncasters US Finance LLC and Doncasters US LLC, as Borrowers, the other Loan Parties party thereto, the Term Lenders party thereto, GLAS USA LLC, as Administrative Agent, and GLAS Americas LLC, as Collateral Agent	​
​	10.4*	​	​	Second Amendment and Restatement Agreement to ABL Facilities Agreement, dated as of April 23, 2024, by and among Alloy Parent Limited, as Parent, Dundee Pikco Limited and others, as the Company, and Wells Fargo Capital Finance (UK) Limited, as Agent and Security Agent	​
​	10.5*	​	​	Employment Agreement, as amended, of Michael Quinn†	​
​	10.6*	​	​	Employment Agreement of David Egan†	​
​	10.7*	​	​	Employment Agreement, as amended, of Jason Mays†	​
​	10.8*	​	​	DPC Holdings Limited 2026 Equity Incentive Plan and UK Sub-Plan†	​
​	10.9*	​	​	Form of Award Agreements†	​
​	10.10*	​	​	Form of MIP Deed and Reinvestment Agreement†	​
​	10.11*	​	​	Shareholder Director Nominee Agreement	​
​	10.12*	​	​	Form of Registration Rights Agreement	​
​	10.13*	​	​	Form of Private Placement Subscription Agreement	​
​	10.14*	​	​	Form of Indemnification Agreement between the Registrant and its directors and officers	​
​	21.1*	​	​	List of Subsidiaries of the Registrant.	​
​	23.1*	​	​	Consent of KPMG LLP, independent registered public accountants.	​
​	23.2	​	​	Consent of Carey Olsen Jersey LLP (included in Exhibit 5.1).	​
​	24.1*	​	​	Power of Attorney (included in signature page to Registration Statement).	​
​	107*	​	​	Filing Fee Table	​

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†

Compensatory plan or agreement.

​

*

Previously filed.

​

II-3

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York on this day of June 18, 2026.

DPC HOLDINGS LIMITED

By:   

/s/ Michael Joseph Quinn

​

​

Name:

Michael Joseph Quinn

​

Title:

Chief Executive Officer and Executive Director

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POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on June 18, 2026 in the capacities indicated:

​	Signatures				​	​	Title	​
​	/s/ Michael Joseph Quinn ​ Michael Joseph Quinn				​	​	Chief Executive Officer and Executive Director (Principal Executive Officer)	​
​	/s/ David John Egan ​ David John Egan				​	​	Chief Financial Officer and Executive Director (Principal Financial Officer and Principal Accounting Officer)	​
​	* ​ Dirkson Charles				​	​	Director	​
​	* ​ Nicholas Sanders				​	​	Director	​
​	* ​ Henry F. Brooks				​	​	Director	​
​	* ​ Taiwo K. Danmola				​	​	Director	​
​	* ​ Stanley Deal				​	​	Director	​
​	* ​ C. Alexander Harman				​	​	Director	​
​	* ​ Willibald Meixner				​	​	Director	​

II-4

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​	By:	​	​	/s/ David John Egan ​	​	​	​	​
​	​	​	​	Name: David John Egan Attorney-in-Fact ​	​	​	​	​
​	Doncasters Inc.				​	​	​	​
​	By:	​	​	/s/ Joseph Joseph ​	​	​	Authorized Representative in the U.S.	​
​	​	​	​	Name: Joseph Joseph ​	​	​	​	​
​	​	​	​	Title: Corporate Secretary ​	​	​	​	​

II-5