--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-25-328757" form_type: "8-K" ticker: "ANDG" cik: "0002065708" company_name: "Andersen Group Inc." filed_at: "2025-12-22T23:59:59+00:00" generated_at: "2026-05-16T12:29:17.828539+00:00" event_type: "other_material" sentiment: "positive" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Andersen Group IPO: 12.65M shares at $16.00, appoints two directors ## Summary - Completed IPO of 12,650,000 shares of Class A common stock at $16.00 per share, including full exercise of underwriters' over-allotment. - Used net proceeds to acquire 12,650,000 Class X Umbrella Units of AT Umbrella LLC. - Appointed Dorice Pepin and Joseph Karczewski to the board of directors. - Amended and restated bylaws; entered into related-party agreements including LLC agreement, tax receivable agreement, and promissory notes. ## SEC filing metadata - accession: 0001193125-25-328757 - form_type: 8-K - ticker: ANDG - cik: 0002065708 - company_name: Andersen Group Inc. - filed_at: 2025-12-22T23:59:59+00:00 - event_type: other_material - sentiment: positive - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 2.03, 3.03, 5.03, 5.02, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/2065708/000119312525328757/0001193125-25-328757-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/2065708/000119312525328757/d58437d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-25-328757 - JSON: https://secwatch.observer/filing/0001193125-25-328757.json - Plain text: https://secwatch.observer/filing/0001193125-25-328757.txt ## Key facts - Material Agreements Andersen Group Inc. entered into Limited Liability Company Agreement of AT Umbrella LLC with Andersen Aggregator LLC (effective 2025-12-16). - Action: entry - Counterparty: Andersen Aggregator LLC - Effective: 2025-12-16 source text: the Limited Liability Company Agreement of AT Umbrella LLC, dated as of December 16, 2025, by and among the Company, AT Umbrella LLC, and Andersen Aggregator LLC evidence_url: https://www.sec.gov/Archives/edgar/data/2065708/000119312525328757/0001193125-25-328757-index.htm - Material Agreements Andersen Group Inc. entered into HO Promissory Note with Andersen Aggregator LLC (effective 2025-12-16). - Action: entry - Agreement: notes offering - Counterparty: Andersen Aggregator LLC - Effective: 2025-12-16 source text: ”), the following agreements were entered into, which were previously filed as exhibits to the Registration Statement: • the Limited Liability Company Agreement of AT Umbrella LLC, dated as of December 16, 2025, by and among the Company, AT Umbrella LLC, and Andersen Aggregator LLC, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein; • the Managing Director Matters Agreement, dated as of December 16, 2025, by and between the Company and Andersen Aggregator LLC, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein; • the Tax Receivable Agreement, dated as of December 16, 2025, by and between the Company and Andersen Aggregator LLC, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated by reference herein; • CA Promissory Notes, each dated as of Decem evidence_url: https://www.sec.gov/Archives/edgar/data/2065708/000119312525328757/0001193125-25-328757-index.htm - Material Agreements Andersen Group Inc. entered into Tax Receivable Agreement with Andersen Aggregator LLC (effective 2025-12-16). - Action: entry - Counterparty: Andersen Aggregator LLC - Effective: 2025-12-16 source text: ”), the following agreements were entered into, which were previously filed as exhibits to the Registration Statement: • the Limited Liability Company Agreement of AT Umbrella LLC, dated as of December 16, 2025, by and among the Company, AT Umbrella LLC, and Andersen Aggregator LLC, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein; • the Managing Director Matters Agreement, dated as of December 16, 2025, by and between the Company and Andersen Aggregator LLC, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein; • the Tax Receivable Agreement, dated as of December 16, 2025, by and between the Company and Andersen Aggregator LLC, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated by reference herein; • CA Promissory Notes, each dated as of Decem evidence_url: https://www.sec.gov/Archives/edgar/data/2065708/000119312525328757/0001193125-25-328757-index.htm - Material Agreements Andersen Group Inc. entered into CA Promissory Notes with Andersen Aggregator LLC (effective 2025-12-16). - Action: entry - Agreement: notes offering - Counterparty: Andersen Aggregator LLC - Effective: 2025-12-16 source text: ”), the following agreements were entered into, which were previously filed as exhibits to the Registration Statement: • the Limited Liability Company Agreement of AT Umbrella LLC, dated as of December 16, 2025, by and among the Company, AT Umbrella LLC, and Andersen Aggregator LLC, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein; • the Managing Director Matters Agreement, dated as of December 16, 2025, by and between the Company and Andersen Aggregator LLC, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein; • the Tax Receivable Agreement, dated as of December 16, 2025, by and between the Company and Andersen Aggregator LLC, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated by reference herein; • CA Promissory Notes, each dated as of Decem evidence_url: https://www.sec.gov/Archives/edgar/data/2065708/000119312525328757/0001193125-25-328757-index.htm - Material Agreements Andersen Group Inc. entered into Managing Director Matters Agreement with Andersen Aggregator LLC (effective 2025-12-16). - Action: entry - Counterparty: Andersen Aggregator LLC - Effective: 2025-12-16 source text: the Managing Director Matters Agreement, dated as of December 16, 2025, by and between the Company and Andersen Aggregator LLC evidence_url: https://www.sec.gov/Archives/edgar/data/2065708/000119312525328757/0001193125-25-328757-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.