AP VIII Queso Holdings, L.P.

S-11 d876348ds1.htm S-1

As filed with the Securities and Exchange Commission on August 29, 2025.

**Registration No. 333- **

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORMS-1 **

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AP VIII Queso Holdings, L.P.

to be converted as described herein to a corporation named

Phoenix Education Partners, Inc.

(Exact name of registrant as specified in its charter)

4035 S. Riverpoint Parkway

Phoenix, AZ 85040

**(800)990-2765 **

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Srini Medi, Esq.

Senior Vice President, General Counsel & Secretary

4035 S. Riverpoint Parkway

Phoenix, AZ 85040

**(800)990-2765 **

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

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, please 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(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, anon-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.

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 registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

AP VIII Queso Holdings, L.P., the registrant whose name appears on the cover of this registration statement, is a Delaware limited partnership. Prior to the closing of this offering, AP VIII Queso Holdings, L.P. will convert into a Delaware corporation pursuant to a statutory conversion and change its name to Phoenix Education Partners, Inc. as described in “Prospectus Summary—The Reorganization Transactions.” As a result of the conversion into a corporation, the limited partners of AP VIII Queso Holdings, L.P. will become holders of shares of common stock of Phoenix Education Partners, Inc. Except as disclosed in the prospectus included in this registration statement, the consolidated financial statements and other financial information included in this registration statement are those of AP VIII Queso Holdings, L.P. and its subsidiaries and do not give effect to the Reorganization Transactions. See “Prospectus Summary—The Reorganization Transactions” and “Capitalization.” Shares of common stock of Phoenix Education Partners, Inc. are being offered by the prospectus included in this registration statement.

Our fiscal year ends on August 31 of each year and our four fiscal quarters comprising our fiscal year end on the last day of November, February, May and August, respectively.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion, dated August 29, 2025

PROSPECTUS

• Shares*

Phoenix Education Partners, Inc.

Common Stock

This is the initial public offering of shares of common stock of Phoenix Education Partners, Inc., a Delaware corporation. All of the shares of common stock are being sold by the selling stockholders identified in this prospectus. We will not receive any of the proceeds from the sale of shares of common stock in this offering.

We expect the initial public offering price to be between $ and $ per share. Prior to this offering, there has been no public market for our common stock. We have applied to list our common stock on the New York Stock Exchange (the “NYSE”) under the symbol “PXED.”

AP VIII Socrates Holdings, L.P. (the “Apollo Stockholder”), which is an affiliate of certain investment funds managed by affiliates of Apollo Global Management, Inc. (together with its subsidiaries, “Apollo”), is currently our majority stockholder and is also one of the selling stockholders in this offering. Following the completion of this offering and the related transactions, the Apollo Stockholder will beneficially own approximately % of the voting power of our outstanding common stock (or approximately % if the underwriters exercise their option to purchase additional shares in full). As a result, we expect to be a “controlled company” under the corporate governance rules for NYSE-listed companies and will be exempt from certain corporate governance requirements of such rules. So long as we remain a “controlled company,” the Apollo Stockholder will have the ability to control matters requiring approval by our stockholders, including the election of directors, amendments to our certificate of incorporation and major corporate transactions. See “Risk Factors—Risks Related to this Offering and Ownership of our Common Stock,” “Management—Controlled Company” and “Principal and Selling Stockholders.”

We are also an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company.”

Investing in our common stock involves risks that are described in the “Risk Factors” section beginning on page 28 of this prospectus.

The underwriters may also exercise their option to purchase up to an additional shares from the selling stockholders at the public offering price, less underwriting discounts and commissions, for 30 days after the date of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of common stock against payment in New York, New York on or about , 2025 through the book-entry facilities of The Depositary Trust Company.

The date of this prospectus is , 2025