As filed with the Securities and Exchange Commission on June 17, 2025.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SLIDE INSURANCE HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 7372 | 871554861 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
4221 W. Boy Scout Blvd.
Suite 200
Tampa, Florida 33607
(813) 748-2030
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Bruce Lucas
Chief Executive Officer
Slide Insurance Holdings, Inc.
4221 W. Boy Scout Blvd.
Suite 200
Tampa, Florida 33607
(713) 927-4538
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
| Richard D. Truesdell, Jr. Stephen A. Byeff Joseph S. Payne Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4000 |
Fred E. Karlinsky Greenberg Traurig, LLP 401 E. Las Olas Boulevard, Suite 2000 Fort Lauderdale, Florida 33301 (954) 765-1477 |
Gregory A. Fernicola Todd E. Freed Dwight S. Yoo Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, New York 10001 (212) 735-3000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date 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. ☒ 333-287556
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. ☐
The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), for the sole purpose of increasing the aggregate number of shares of common stock offered by Slide Insurance Holdings, Inc. (the “Registrant”) by 4,600,000 shares, 600,000 of which are subject to purchase upon exercise of the underwriters’ option to purchase additional shares of the Registrant’s common stock. The additional securities that are being registered for sale are in an amount and at a price that together represent not more than 20% of the maximum aggregate offering price set forth in the filing fee table filed as an exhibit to the Initial Registration Statement (defined below). The contents of the Registration Statement on Form S-1, as amended (File No. 333-287556), including all exhibits thereto (the “Initial Registration Statement”), filed by the Registrant with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act, which was declared effective by the Commission on June 17, 2025, are incorporated by reference into this Registration Statement.
The required opinion and consents are listed on the below Exhibit Index and filed herewith.
EXHIBIT INDEX
| * | Previously filed |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on this June 17, 2025.
| SLIDE INSURANCE HOLDINGS, INC. | ||
| By: | /s/ Bruce Lucas | |
| Name: Bruce Lucas | ||
| Title: Chief Executive Officer and Chairman | ||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Name |
Title |
Date | ||
| /s/ Bruce Lucas Bruce Lucas |
Chief Executive Officer and Chairman (principal executive officer) |
June 17, 2025 | ||
| /s/ Jesse Schalk Jesse Schalk |
President and Chief Financial Officer (principal financial officer and principal accounting officer) | June 17, 2025 | ||
| * Shannon Lucas |
Chief Operating Officer, Chief Risk Officer and Director | June 17, 2025 | ||
| * Robert Gries |
Director | June 17, 2025 | ||
| * Thomas O’Shea |
Director | June 17, 2025 | ||
| * Stephen Rohde |
Director | June 17, 2025 | ||
| By: | /s/ Jesse Schalk | |
| Jesse Schalk Attorney-in-Fact |
EXHIBIT 5.1 and 23.2
June 17, 2025
Slide Insurance Holdings, Inc.
4221 W. Boy Scout Blvd.
Suite 200
Tampa, Florida 33607
Ladies and Gentlemen:
We have acted as special counsel to Slide Insurance Holdings, Inc. (the “Company”) in connection with the Company’s Registration Statement on Form S-1 (the “Abbreviated Registration Statement”) filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), for the registration of 4,600,000 shares of the Company’s common stock (the “Securities”), $0.01 par value per share, including 600,000 shares subject to the underwriters’ over-allotment option. The Securities are to be purchased by certain underwriters and offered for sale to the public together with the securities registered pursuant to a Registration Statement on Form S-1 (File No. 333-287556) of the Company that was declared effective earlier today (the “Initial Registration Statement”).
We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.
Based on the foregoing, and subject to the additional assumptions and qualifications set forth below, we advise you that, in our opinion, (i) when the price at which the Securities are to be sold has been approved by or on behalf of the Board of Directors of the Company and when the Securities have been issued and delivered against payment therefor in accordance with the terms of the Underwriting Agreement referred to in the prospectus included in the Initial Registration Statement and incorporated by reference in the Abbreviated Registration Statement, the Securities will be validly issued, fully paid and non-assessable and (ii) the Securities to be sold by the Selling Stockholders will be validly issued, fully paid and non-assessable.
In connection with the opinion expressed above, we have assumed that prior to closing of the offering contemplated by the prospectus included in the Initial Registration Statement (i) the Sixth Amended and Restated Certificate of Incorporation (in the form filed as Exhibit 3.1 to the Initial Registration Statement) has been filed with the Secretary of State of Delaware and (ii) the stock split described in the prospectus included in the Initial Registration Statement has been effected.
We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Abbreviated Registration Statement and further consent to the reference to our name under the caption “Legal Matters” in the prospectus included in the Initial Registration Statement and incorporated by reference in the Abbreviated Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
| Very truly yours, |
| /s/ Davis Polk & Wardwell LLP |
EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Registration Statement on Form S-1 filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, of the reference to our firm under the caption “Experts” and to the incorporation by reference of our report dated March 7, 2025 with respect to the consolidated financial statements of Slide Insurance Holdings, Inc. included in the Registration Statement on Form S-1 (File No. 333-287556) and related Prospectus for the registration of shares of its common stock.
/s/ Forvis Mazars, LLP
Charlotte, North Carolina
June 17, 2025
EXHIBIT 107
Calculation of Filing Fee Tables
S-1
(Form Type)
Slide Insurance Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered (1) |
Proposed Maximum Offering Per Unit(2) |
Maximum Aggregate Offering Price |
Fee Rate | Amount of Registration | |||||||||
| Fees to Be Paid | Equity | Common stock, par value $0.01 per share | 457(a) | 4,600,000 |
$17.00 | $78,200,000 | 0.00015310 | $11,972.42 | ||||||||
| Total Offering Amounts | $11,972.42 | |||||||||||||||
| Total Fees Previously Paid | — | |||||||||||||||
| Total Fee Offsets | — | |||||||||||||||
| Net Fee Due | $11,972.42 | |||||||||||||||
| (1) | Represents only the additional number of shares of the Registrant’s common stock being registered, including shares of the Registrant’s common stock which the underwriters have the option to purchase to cover over-allotments. Does not include the 23,000,000 shares that the Registrant previously registered on the Registration Statement on Form S-1, as amended (File No. 333-287556) (the “Initial Registration Statement”). |
| (2) | Based on the initial public offering price. |
| (3) | The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended (the “Securities Act”), based on the proposed maximum aggregate offering price. The registrant previously registered 23,000,000 shares of its common stock with an aggregate offering price of $391,000,000 on the Initial Registration Statement, which was declared effective by the Securities and Exchange Commission on June 17, 2025. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a maximum aggregate offering price of $78,200,000 is hereby registered, which includes shares issuable upon the exercise of the underwriters’ option to purchase additional shares. |