SECURITIES AND EXCHANGE COMMISSION FORM S-1 General form of registration statement for all companies including face-amount certificate companies Filing Date: 2021-08-20 SEC Accession No. 0001193125-21-252856 (HTML Version on secdatabase.com) FILER Turing Holding Corp. Mailing Address Business Address 200 EAST RANDOLPH 200 EAST RANDOLPH CIK:1866550| IRS No.: 000000000 | State of Incorp.:DE | Fiscal Year End: 1231 STREET, 25TH FLOOR STREET, 25TH FLOOR Type: S-1 | Act: 33 | File No.: 333-258985 | Film No.: 211194501 CHICAGO IL 60601 CHICAGO IL 60601 SIC: 7371 Computer programming services 312-373-1000 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents As filed with the Securities and Exchange Commission on August 20, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Turing Holding Corp.* (Exact name of registrant as specified in its charter) Delaware 7371 82-2668392 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) 200 East Randolph Street, 25th Floor Chicago, Illinois 60601 (312) 373-1000 (Address, including zip code, and telephone number, including area code, of registrants principal executive offices) Ramona Mateiu General Counsel and Chief Compliance Officer 200 East Randolph Street, 25th Floor Chicago, Illinois 60601 (312) 373-1000 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies of all communications, including communications sent to agent for service, should be sent to: Joshua N. Korff, P.C. Guo Xiao Michael Kaplan Aaron M. Schleicher Chief Executive Officer Roshni Banker Cariello Kirkland & Ellis LLP 200 East Randolph Street, 25th Floor Davis Polk & Wardwell LLP 601 Lexington Avenue Chicago, Illinois 60601 450 Lexington Avenue New York, New York 10022 (312) 373-1000 New York, New York 10017 (212) 446-4800 (212) 450-4000 Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective. 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, please 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 Exchange Act. 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. ☐ CALCULATION OF REGISTRATION FEE Proposed Maximum Title of Each Class of Aggregate Amount of Securities to be Registered Offering Price(1)(2) Registration Fee(3) Common Stock, par value $0.001 per share $100,000,000 $10,910.00 (1) Includes the aggregate offering price of shares of common stock subject to the underwriters option to purchase additional shares. (2) Estimated solely for purposes of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (3) To be paid in connection with the initial filing of the registration statement. 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 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. * The registrant will change its name to Thoughtworks Holding, Inc. prior to the completion of this offering. The term Thoughtworks Holding, Inc. in this prospectus refers to Turing Holding Corp. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED AUGUST 20, 2021 Shares Common Stock This is an initial public offering of shares of common stock of Thoughtworks Holding, Inc. We are offering shares of our common stock to be sold in this offering. The selling stockholders are offering shares of common stock to be sold in this offering. We will not receive any proceeds from the sale of shares of our common stock by the selling stockholders. Prior to this offering, there has been no public market for our common stock. It is currently estimated that the initial public offering price per share will be between $ and $ . We intend to list our common stock on the Nasdaq Global Select Market (Nasdaq) under the symbol TWKS. We are an emerging growth company as defined under the U.S. federal securities laws, and, as such, we have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings. See Prospectus SummaryImplications of Being an Emerging Growth Company. See Risk Factors beginning on page 18 to read about factors you should consider before investing in shares of our common stock. Immediately after this offering, assuming an offering size as set forth above, funds advised by Apax Partners L.L.P. (the Apax Funds) will indirectly own approximately % of our outstanding common stock (or % of our outstanding common stock if the underwriters option to purchase additional shares is exercised in full). As a result, we expect to be a controlled company within the meaning of the corporate governance standards of Nasdaq. See ManagementCorporate GovernanceControlled Company Status. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per Share Total Initial public offering price $ $ Underwriting discount(1) $ $ Proceeds to Thoughtworks Holding, Inc., before expenses $ $ Proceeds to the selling stockholders, before expenses $ $ (1) See Underwriting for a description of the compensation payable to the underwriters. We have granted the underwriters an option for a period of 30 days after the date of this prospectus to purchase up to an additional shares of common stock from us at the initial public offering price less the underwriting discount. The underwriters expect to deliver the shares against payment in New York, New York, on or about , 2021 through the book-entry facilities of the Depositary Trust Company. (Lead bookrunners listed in alphabetical order) Goldman Sachs & Co. LLC J.P. Morgan Credit Suisse BofA Securities Citigroup RBC Capital Markets HSBC Baird Cowen Nomura Piper Sandler Wedbush Securities William Blair CastleOak Securities, L.P. Mischler Financial Group, Inc. Siebert Williams Shank Prospectus dated , 2021. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Thoughtworks A global technology consultancy that integrates strategy, design and software engineering to drive digital innovation Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2021 www.secdatabase.com. All Rights Reserved.