Bamboo Insurance Services, Inc. Filed Resale

What the company does

Bamboo Insurance Services, Inc. is a Delaware holding company that will conduct its business through Miramar Holdco, LLC and its subsidiaries, including Bamboo Ide8 Insurance Services, LLC, an insurance services entity originally formed in Arizona in 2017. The company's operations have historically been conducted through Bamboo Ide8 Insurance Services and its subsidiaries. Bamboo Insurance Services was formed in connection with this offering and has not engaged in any business activities other than those incidental to its formation.

Use of proceeds

We will not receive any of the proceeds from the sale of Class A common stock by the Selling Stockholders in this offering. We will, however, bear the costs associated with the sale of shares of Class A common stock by the Selling Stockholders, other than underwriting discounts and commissions. The principal purpose of this offering is to create a public market for our Class A common stock, facilitate future access to the public equity markets and to increase our visibility in the marketplace.

Underwriters

Extracted from S-1 0001628280-26-059433, filed Aug 28, 2026 and verified against that filing text.

Key risk factors

• Up-C structure and Tax Receivable Agreement payments

  “In connection with this offering, we will enter into the Tax Receivable Agreement (as defined below), which will require us to make cash payments to the Continuing Equity Owners and Blocker Shareholders in respect of certain tax benefits to which we may become entitled and confers significant economic benefits to the Continuing Equity Owners and Blocker Shareholders, and we expect that the payments we will be required to make will be significant and could materially affect our liquidity.”

• Controlled company status

  “As a result, we expect to be a "controlled company" within the meaning of the corporate governance rules of the NYSE. As a "controlled company," we are permitted to elect not to comply with certain corporate governance requirements of the NYSE.”

• Holding company structure dependency on distributions

  “Our principal asset after the closing of this offering will be our indirect interest in Miramar Holdco, and, as a result, we will depend on distributions from Miramar Holdco to pay our taxes and expenses (including payments under the Tax Receivable Agreement) and pay any dividends.”

• No current plans to pay dividends

  “Since we have no current plans to pay regular cash dividends on our Class A common stock following this offering, you may not receive any return on investment unless you sell your Class A common stock for a price greater than that which you paid for it.”