Cardinal Infrastructure Group IPO: What Investors Need To Know About The CDNL Listing

Cardinal Infrastructure Group Inc. filed its preliminary S-1 on October 14, 2025. As with all preliminary filings, both pricing and share count remain placeholders, but the document provides substantial insight into how the company will be structured after the IPO, how proceeds will be applied, and how investor rights will function within its corporate framework.

This update expands on earlier sections by incorporating more detailed disclosures found throughout the filing, including information on the Up C structure, tax agreements, merger activity, credit facilities, and the nature of the company’s financial reporting.

Company Overview

The company is headquartered at 100 E. Six Forks Road, Suite 300, Raleigh, North Carolina 27609, with Tiffany Gidley, General Counsel, listed as agent for service.

While Cardinal Infrastructure Group is the entity going public, the business operations prior to the IPO were conducted through Cardinal Civil Construction LLC (Cardinal NC). The filing states that Cardinal NC is the accounting predecessor and that Cardinal Group will become the audited reporting entity only after the IPO.

Formation and Corporate Evolution

The company was originally formed June 12, 2025 as REM Infrastructure Acquisition Inc., then renamed Civil Infrastructure Group Inc., and finally Cardinal Infrastructure Group Inc. on July 22, 2025.

Planned Merger

The company plans to enter a merger agreement with Cardinal Civil Contracting LLC, to be completed concurrently with the IPO. This is part of a consolidation strategy for operating businesses in the site preparation and civil infrastructure markets.

Details of the IPO

Offering Structure

The IPO consists of newly issued shares of Class A common stock. Pricing and share count remain blank in the preliminary version but are expected to be finalized in the effective filing. References throughout the S 1 state that examples assume a price equal to the midpoint of the future range.

A key element disclosed is that the number of LLC Units and Class B shares held by legacy owners will adjust based on the final offering size and whether underwriters exercise their option to purchase additional shares.

Use of Proceeds

Although exact figures remain blank, proceeds will primarily be used to repay borrowings under the New Credit Facility. The filing states that after repayment, the company will still retain unused capacity under the facility for future use.

Any remaining proceeds may support acquisitions, capital spending, working capital, or repayment of additional debt. If underwriters purchase additional shares, proceeds from those shares also flow to Cardinal in exchange for more LLC Units.

Organizational Structure: The Up C Model

One of the most important elements of the IPO is the Up C structure, a model often used when a partnership goes public through a newly created corporation. The S 1 contains extensive detail about this arrangement.

How the Structure Works

Cardinal Group will be a holding company. Its primary asset after the IPO will be the LLC Units it acquires from Cardinal or from Continuing Equity Holders. The Continuing Equity Holders retain ownership in Cardinal through LLC Units, while public investors own shares in Cardinal Group.

Cardinal itself operates as a partnership for tax purposes, meaning income or loss is passed through to its members rather than being taxed at the entity level. Public shareholders investing through Cardinal Group will own their interest at the corporate level instead.

Voting Rights and Flow Through

Class A and Class B shares both carry one vote per share. Only legacy investors receive Class B shares, which pair with LLC Units. When a legacy holder redeems or exchanges LLC Units for Class A stock or cash, the corresponding Class B shares automatically transfer to and are canceled by the company.

This structure gives pre IPO owners continued influence while offering liquidity through potential exchanges.

Tax Receivable Agreement

The company will enter a Tax Receivable Agreement with Continuing Equity Holders. This agreement requires Cardinal Group to make payments to those holders based on certain tax benefits arising from exchanges of LLC Units. These agreements can create long term cash obligations for newly public companies but are common in Up C models.

Financial Reporting and Pro Forma Statements

Since Cardinal Group is newly incorporated and has limited activity other than initial capitalization, the financial statements included in the filing reflect the operations of Cardinal NC.

The S 1 includes unaudited pro forma statements presenting the combined company as if the IPO, the reorganization, and the acquisition of Cardinal NC had occurred as early as January 1, 2024. These pro formas are required under Regulation S X and are intended to help investors understand the financial impact of the restructuring.

The pro forma adjustments incorporate:

• Debt repayment using IPO proceeds

• Acquisition accounting

• Adjustments for new ownership structure

• Estimates for the Tax Receivable Agreement impact

Given the number of corporate steps involved, these pro formas are critical for investors comparing historical and future performance.

Capital Structure and Economic Ownership

Exact percentage ownership after the offering is not disclosed because it depends on final pricing and share count, but the filing clarifies that Cardinal Group will own only a portion of Cardinal after the IPO, while Continuing Equity Holders retain the remaining interest.

The filing explains the economic split with placeholders, showing that ownership will be divided proportionately between the public and legacy holders based on purchased LLC Units.

Risk Considerations

The S 1 contains an extensive risk section. The following are highlighted in the provided excerpts:

Dependency on Cardinal

After the IPO, the holding company will have no operations of its own and must rely on distributions from Cardinal to fund taxes, operating costs, and obligations under the Tax Receivable Agreement. If Cardinal cannot distribute funds due to debt restrictions or insufficient cash flow, investors may experience adverse outcomes.

Leverage and Credit Facilities

The company acknowledges reliance on credit facilities and the need to manage debt service. Failure to repay or refinance could force asset sales or reductions in capital spending.

Structural Risks from the Up C Model

These include complexities around tax distributions, the potential for noncontrolling interest volatility, and obligations to repurchase LLC Units from Continuing Equity Holders in some scenarios.

Investors should review the full Risk Factors section once the complete S 1 is available.

Additional Insights From the Filing

Consolidation and Noncontrolling Interests

Because Continuing Equity Holders retain part of Cardinal through LLC Units, Cardinal Infrastructure Group will report a significant noncontrolling interest in its consolidated financial statements. This can affect reported earnings and equity for public shareholders.

Debt and Equipment Financing

The filing notes an Equipment Facility used to purchase equipment, with borrowings at various times. These borrowings tie into the broader capital strategy around the New Credit Facility and future use of proceeds.

Future Liquidity for Legacy Owners

Legacy holders will have the right to exchange LLC Units for Class A stock or cash on a one for one basis. This mechanism offers flexibility but may introduce dilution over time.

Final Thoughts

The Cardinal Infrastructure Group IPO is built around a common but sophisticated structure, combining a holding company, a partnership structure, and multiple pre IPO transactions. As an emerging growth company, Cardinal will provide reduced historical disclosures, making the pro forma statements particularly important for investors. The strategic use of proceeds to repay debt, the adoption of a Tax Receivable Agreement, and the implementation of an Up C structure highlight the financial engineering behind the offering.

Once the SEC declares the filing effective and pricing is set, prospective shareholders will have a clearer picture of valuation, dilution, and ownership distribution.

Expanded FAQ Section

What businesses will Cardinal Infrastructure Group control after the IPO?

After the IPO and related transactions, Cardinal Infrastructure Group will control Cardinal, which itself will own 100 percent of Cardinal NC, the primary operating business in civil construction and site preparation.

What is the significance of the Up C structure?

It allows legacy owners to keep their partnership level tax advantages while giving the public access through a corporate structure. It also requires the company to enter a Tax Receivable Agreement, which creates future cash obligations.

How will the IPO proceeds be used?

Proceeds will primarily repay debt under the New Credit Facility, improving liquidity and reducing leverage. Any remaining funds may support acquisitions, working capital, or capital expenditures.

Will ownership percentages change after the IPO?

Yes. Exact percentages depend on final pricing and whether underwriters exercise their option to buy additional shares. Continuing Equity Holders will retain a significant ownership stake through LLC Units.

What financial statements are included?

Because Cardinal Group is newly formed, the financial statements included in the filing are those of Cardinal NC, the accounting predecessor. Pro forma financials show the business as if the IPO and reorganization had taken place earlier.

What are the main risks?

Risks include reliance on Cardinal for distributions, leverage and credit facility obligations, complexities associated with the Up C structure, and obligations under the Tax Receivable Agreement.

Financial Disclaimer

This article is for informational purposes only. It does not constitute financial, investment, or legal advice. Do not rely on this information when making investment decisions. Consult a qualified financial professional before making investment choices.

Cardinal Infrastructure CDNL IPO

Cardinal Infrastructure CDNL IPO