Phoenix Education Partners Inc美股招股说明书(2025-10-09版)

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 the4,250,000 shares of common stock are being sold by the selling stockholders identified in this prospectus. We will not receive any ofthe proceeds from the sale of shares of common stock in this offering. The initial public offering price is $32.00 per share. Prior to this offering, there has been no public market for our common stock. Ourcommon stock has been approved for listing 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 ofApollo Global Management, Inc. (together with its subsidiaries, “Apollo”), is currently our majority stockholder and is also one of theselling stockholders in this offering. Following the completion of this offering and the related transactions, the Apollo Stockholder willbeneficially own approximately 71% of the voting power of our outstanding common stock (or approximately 70% if the underwritersexercise their option to purchase additional shares in full). As a result, we expect to be a “controlled company” under the corporategovernance rules for NYSE-listed companies and will be exempt from certain corporate governance requirements of such rules. Solong as we remain a “controlled company,” the Apollo Stockholder will have the ability to control matters requiring approval by ourstockholders, 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 tocomply 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.” Public offering priceUnderwriting discounts and commissions(1)Proceeds to the selling stockholders, before expenses (1)See “Underwriting (Conflicts of Interest)” for additional information regarding the underwriters’ compensation and reimbursement of expenses. The underwriters may also exercise their option to purchase up to an additional 637,500 shares from the selling stockholders at the public offering price, lessunderwriting 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 securitiesor 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 October 10,2025 through the book-entry facilities ofThe Depositary Trust Company. SiebertWilliamsShank Table of Contents TABLE OF CONTENTS Pageiv129737576777880101138PageExecutive Compensation148Director Compensation165Certain Relationships and Related Party Transactions166Principal and Selling Stockholders172Description of Capital Stock174Shares Eligible for Future Sale184Material U.S. Federal Income Tax Considerations187Underwriting (Conflicts of Interest)191Legal Matters202Experts202Where You Can Find More Information202Index to Consolidated Financial StatementsF-1 A Letter From Chris Lynne, Our President and Chief ExecutiveOfficerProspectus SummaryRisk FactorsCautionary Note Regarding Forward-Looking StatementsUse of ProceedsDividend PolicyCapitalizationDilutionManagement’s Discussion and Analysis of Financial Conditionand Results of OperationsBusinessManagement None of us, the selling stockholders or the underwriters have authorized any other person to provide you with any information or to makeany representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We, the sellingstockholders and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information thatothers may provide you. The selling stockholders are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictionswhere offers and sales are permitted. You should assume that the information appearing in this prospectus is accurate only as of the date of thisprospectus, regardless of the time of delivery of this prospectus or of any sale of the common stock. Our business, financial condition, results ofoperations and prospects may have changed since the date of this prospectus. Through and including November 2, 2025 (the 25th day after the date of this prospectus), all dealers effecting transactions in the commonstock, w