PRESIDIO PRODUCTION Co

S-11 ea0280761-s1_presidio.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on March 16, 2026

No. 333-

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

**PRESIDIO PRODUCTION COMPANY

**(Exact name of registrant as specified in its charter)

500 W. 7th Street, Suite 1500

Fort Worth, Texas 76102

(800) 461-1604

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

**Brett Barnes

Executive Vice President and General Counsel

500 W. 7th Street, Suite 1500

Fort Worth, Texas 76102

(405) 870-3781

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

**George J. Vlahakos

John Stribling

Sidley Austin LLP

1000 Louisiana Street,

**Suite 5900

Houston, Texas 77002

Tel: (713) 495-4500

**Approximate date of commencement of proposed sale to the public:**From time to time 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, as amended (the “Securities Act”) 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. ☐

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.

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 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 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. The securities offered by this preliminary prospectus may not be issued until the registration statement filed with the Securities and Exchange Commission, of which this preliminary prospectus is a part, is declared effective. This preliminary prospectus does not constitute 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 of these securities is not permitted.

PRELIMINARY PROSPECTUS — SUBJECT TO COMPLETION, DATED MARCH 16, 2026

PRESIDIO PRODUCTION COMPANY

11,887,469 SHARES OF CLASS A COMMON STOCK ISSUABLE

UPON THE EXERCISE OF WARRANTS

133,332 WARRANTS

29,757,255 SHARES OF CLASS A COMMON STOCK

This prospectus relates to the issuance by Presidio Production Company (“Presidio” or the “Company”) of up to 11,887,469 shares of Class A Common Stock, par value $0.0001 (the “Presidio Class A Common Stock”) that may be issued upon the exercise of the Presidio Warrants (as defined below) and the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Securityholders”), or their permitted transferees, of up to 29,757,255 shares of Presidio Class A Common Stock and up to 133,332 Presidio Warrants.

The 11,887,469 shares of Presidio Class A Common Stock that may be issued upon the exercise of the Presidio Warrants that this prospectus relates to include: (i) up to 11,666,637 shares of Presidio Class A Common Stock that may be issued upon the exercise of 11,666,637 warrants to purchase Presidio Class A Common Stock at an exercise price of $11.50 per share (the “Public Warrants”) and (ii) up to 220,832 shares of Presidio Class A Common Stock that may be issued upon the exercise of 220,832 warrants to purchase Presidio Class A Common Stock at an exercise price of $11.50 per share (the “Private Placement Warrants” and together with the Public Warrants, the “Presidio Warrants”).

The shares of Presidio Class A Common Stock and Presidio Warrants offered for resale under this prospectus were issued to the Selling Securityholders (as applicable to each) in accordance with the terms of, and transactions contemplated by, the Business Combination Agreement, dated as of August 5, 2025 (the “Business Combination Agreement”), by and among Presidio MidCo Inc., a Delaware corporation (formerly EQV Ventures Acquisition Corp., a Cayman Islands exempted company) (“EQV”), Presidio (f/k/a Presidio PubCo Inc.), Prometheus PubCo Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of Presidio (“EQV Merger Sub”), Prometheus Holdings LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of EQV (“Prometheus Holdings”), Prometheus Merger Sub LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Prometheus Holdings (“Presidio Merger Sub”) and Presidio Investment Holdings LLC, a Delaware limited liability company (“PIH”). The Presidio Class A Common Stock registered hereunder represents the securities issued to the Selling Securityholders pursuant to the terms of the Business Combination Agreement, as applicable to each Selling Securityholder, concurrently with the closing of the transactions contemplated by the Business Combination Agreement (the “Business Combination”).

The Business Combination is described in greater detail in this prospectus. See*“Prospectus Summary — The Business Combination.”*

The 29,757,255 maximum number of shares of Presidio Class A Common Stock offered for resale under this prospectus consists of: (a) 7,686,960 shares of Presidio Class A Common Stock that were issued to EQV Ventures Sponsor LLC, a Delaware limited liability company, and its affiliates (the “Sponsor”) upon the conversion of 282,314 EQV Class A Shares and 7,404,646 EQV Class B Shares, (b) 160,000 shares of Presidio Class A Common Stock that were issued to the former independent directors of EQV, upon the conversion of 160,000 EQV Class A Shares, (c) 120,000 shares of Presidio Class A Common Stock that were issued to the former independent directors of EQV, upon the conversion of 120,000 EQV Class A Shares, (d) 9,315,217 shares of Presidio Class A Common Stock that were issued in connection with the PIPE Financing (as defined below), (e) 2,717,300 shares of Presidio Class A Common Stock that may be issued upon the conversion of the 27,173 shares of Series B Preferred Stock, (f) 937,500 shares of Presidio Class A Common Stock that may be issued upon the exercise of warrants to purchase Presidio Class A Common Stock at an exercise price of $0.01 per share and (g) 8,806,946 shares of Presidio Class A Common Stock issued, or that may be issued upon the conversion of Prometheus Holdings Common Units (as defined below), to certain of the other Selling Securityholders named herein in connection with the Business Combination as merger consideration.

There are approximately 27,652,068 outstanding shares of Presidio Class A Common Stock as of the date of this prospectus. Given the substantial number of shares of Presidio Class A Common Stock being registered for potential resale by Selling Securityholders pursuant to this prospectus, the sale of shares by the Selling Securityholders, or the perception in the market that the Selling Securityholders intend to sell shares, could increase the volatility of the market price of Presidio Class A Common Stock or result in a significant decline in the public trading price of the Presidio Class A Common Stock. Even if the current trading price of the Presidio Class A Common Stock is close to the price at which the units were initially issued in EQV’s initial public offering, certain Selling Securityholders may have an incentive to sell because they will still profit on sales due to the lower price at which they purchased their shares compared to the public investors. The public securityholders may not experience a similar rate of return on the securities they purchase due to differences in the purchase prices and the current trading price.

Pursuant to this prospectus, the Selling Securityholders are permitted to offer the securities from time to time, if and to the extent as they may determine, through public or private transactions or through other means described in the section of this prospectus entitled “Plan of Distribution” at prevailing market prices, at prices different than prevailing market prices or at privately negotiated prices. The Selling Securityholders may sell shares through agents they select or through underwriters and dealers they select. The Selling Securityholders also may sell their securities directly to investors. If the Selling Securityholders use agents, underwriters or dealers to sell their securities, we will name such agents, underwriters or dealers and describe any applicable commissions or discounts in a supplement to this prospectus if required.

Certain of the securities registered hereby remain subject to contractual transfer restrictions described under “Certain Relationships and Related Person Transactions” and may not be sold until such restrictions lapse.

We have agreed to bear all of the expenses incurred in connection with the registration of these securities. The Selling Securityholders will pay or assume underwriting fees, discounts and commissions or similar charges, if any, incurred in the sale of securities by them.

The Selling Securityholders identified in this prospectus may offer, sell or distribute all or a portion of the Presidio Class A Common Stock included under this prospectus (as applicable to each Selling Securityholder) in the section entitled “Selling Securityholders.” We will not receive any proceeds from the sale of securities by the Selling Securityholders. However, we may receive proceeds from the exercise of the Presidio Warrants and the Series A Preferred Investor Warrants to the extent any such warrants are exercised for cash. The exercise price of the Presidio Warrants is $11.50 per share, and the exercise price of the Series A Preferred Investor Warrants is $0.01 per share. We believe the likelihood that warrant holders will exercise their warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the trading price of the Presidio Class A Common Stock. If the trading price for the Presidio Class A Common Stock ever falls below $11.50 per share, we believe holders of Presidio Warrants would be unlikely to exercise their warrants.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required.

The Presidio Class A Common Stock and the Public Warrants are listed on the New York Stock Exchange under the symbols “FTW” and “FTW WS,” respectively. On March 12, 2026, the closing price of the Presidio Class A Common Stock was $10.90 per share, and the closing price of the Public Warrants on March 12, 2026 was $0.80 per warrant.

We are an “emerging growth company” and a “smaller reporting company” as those terms are defined under applicable federal securities laws, and as such, are subject to certain reduced public company reporting requirements.

AN INVESTMENT IN OUR COMMON STOCK INVOLVES SIGNIFICANT RISKS. YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE 13 OF THIS PROSPECTUS BEFORE YOU MAKE YOUR DECISION TO INVEST IN OUR COMMON STOCK.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026.

TABLE OF CONTENTS

You should rely only on the information provided in this prospectus. Neither we nor the Selling Securityholders have authorized anyone to provide you with any information other than that contained or incorporated by reference in this prospectus. Neither we nor the Selling Securityholders are making an offer of these securities in any jurisdiction where the offer is not permitted. The information contained or incorporated by reference in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our securities. You should not assume that the information in this prospectus is accurate as of any date other than the date hereof. Since the date of this prospectus, our business, financial condition, results of operations and prospects may have changed.

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