Presidio Production Co-A美股招股说明书(2026-03-24版)

11,887,469 SHARES OF CLASS A COMMON STOCK ISSUABLEUPON 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 sharesof Class A Common Stock, par value $0.0001 (the “Presidio Class A Common Stock”) that may be issued upon the exercise of thePresidio 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 to133,332 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 thisprospectus relates to include: (i) up to 11,666,637 shares of Presidio Class A Common Stock that may be issued upon the exercise of11,666,637 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 purchasePresidio Class A Common Stock at an exercise price of $11.50 per share (the “Private Placement Warrants” and together with the PublicWarrants, the “Presidio Warrants”). The shares of Presidio Class A Common Stock and Presidio Warrants offered for resale under this prospectus were issued to theSelling Securityholders (as applicable to each) in accordance with the terms of, and transactions contemplated by, the BusinessCombination Agreement, dated as of August5, 2025 (the “Business Combination Agreement”), by and among Presidio MidCo Inc., aDelaware corporation (formerly EQV Ventures Acquisition Corp., a Cayman Islands exempted company) (“EQV”), Presidio (f/k/aPresidio 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 ofPrometheus 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 theterms of the Business Combination Agreement, as applicable to each Selling Securityholder, concurrently with the closing of thetransactions contemplated by the Business Combination Agreement (the “Business Combination”). The Business Combination is described in greater detail in this prospectus. See“Prospectus Summary — The BusinessCombination.” 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 liabilitycompany, 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 of160,000 EQV Class A Shares, (c) 120,000 shares of Presidio Class A Common Stock that were issued to the former independentdirectors of EQV, upon the conversion of 120,000 EQV Class A Shares, (d) 9,315,217 shares of Presidio Class A Common Stock thatwere issued in connection with the PIPE Financing (as defined below), (e) 2,717,300 shares of Presidio Class A Common Stock thatmay be issued upon the conversion of the 27,173 shares of Series B Preferred Stock, (f) 937,500 shares of Presidio Class A CommonStock that may be issued upon the exercise of warrants to purchase Presidio Class A Common Stock at an exercise price of $0.01 pershare and (g) 8,806,946 shares of Presidio Class A Common Stock issued, or that may be issued upon the conversion of PrometheusHoldings Common Units (as defined below), to certain of the other Selling Securityholders named herein in connection with theBusiness 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. Giventhe substantial number of shares of Presidio Class A Common Stock being registered for potential resale by Selling Securityholderspursuant to this prospectus, the sale of shares by the Selling Securityholders, or the perception in the market that the SellingSecurityholders intend to sell shares, could increase the volatility of the market price of Presidio Class A Common Stock or result in asignificant decline in the public trading price of the Presidio Class A Common Stock. Even if the current trading price of the PresidioClass A Common Stock is close