Centinel Spine Holdco, Inc.

What the company does

Centinel Spine Holdco, Inc. is a Delaware holding company operating through an Up-C structure whose principal operating subsidiary is Centinel Spine, LLC. The company is undertaking an initial public offering of Class A common stock in connection with the Up-C reorganization. The prospectus also references a tax receivable agreement with Continuing Equity Owners and Blocker Stockholders in connection with the offering.

Use of proceeds

Centinel Holdco intends to use the net proceeds from the offering to purchase newly-issued Series A Common Units in Centinel LLC at a price per unit equal to the initial public offering price per share, less underwriting discounts and commissions. Centinel LLC intends to use the proceeds it receives to pay expenses incurred in connection with the offering and the Organizational Transactions; to repay the 2023 Credit Agreement; to pay down the Loan Agreement and the 2025 Credit Agreement, including the exit fee; to fund sales and marketing, including expanding the sales infrastructure, patient awareness platform and our medical education programs; to fund our research and development expenses, including our clinical trial expenses; to fund capital expenditures, including more instrument sets and implant inventory; and to use the remainder for general corporate purposes, including working capital and operating expenses.

Underwriters

Extracted from S-1 0001104659-26-114375, filed Oct 7, 2026 and verified against that filing text.

Key risk factors

• Up-C organizational structure risks

  “This offering is being conducted through what is commonly referred to as an umbrella partnership-C corporation ("Up-C") structure, which is often used by partnerships and limited liability companies undertaking an initial public offering.”

• Tax Receivable Agreement payment obligations

  “The Tax Receivable Agreement would confer significant economic benefits to the Continuing Equity Owners and Blocker Stockholders.”

• Liquidity impact of Tax Receivable Agreement

  “We expect that the payments we will be required to make under the Tax Receivable Agreement will be substantial and could materially affect our liquidity.”

• Class B Common Stock has no economic rights

  “Holders of Class B Common Stock will not have any right to receive dividends or distributions upon the liquidation or winding up of Centinel Holdco.”

• Control by principal stockholders and management

  “Immediately following the consummation of this offering, our principal stockholders and management will beneficially own approximately % of the combined voting power of our outstanding shares of Common Stock (or approximately % if the underwriters' option to purchase additional shares is exercised in full), which will allow our principal stockholders and management to exercise significant control over matters subject to stockholder approval.”

• Emerging growth company / smaller reporting company status

  “We are an "emerging growth company" and a "smaller reporting company," as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements in this prospectus and may elect to do so in future filings.”

• Investing involves high degree of risk

  “Investing in shares of our Class A Common Stock involves a high degree of risk.”

• Market opportunity estimates may not be realized

  “Our business plan relies on certain assumptions about the market for our implant systems, however, the size and expected growth of our addressable market has not been established with precision and may be smaller than we estimate, and even if the addressable market is as large as we have estimated, we may not be able to capture additional market share.”