As filed with the Securities and Exchange Commission on August 7, 2026
No. 333-297818
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT No. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PRESIDIO PRODUCTION COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 6770 | 39-3528250 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
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.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |
| Emerging growth company | ☒ |
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.
Explanatory Note
This Amendment No. 1 is being filed for the purpose of filing Exhibit 23.4 and Exhibit 23.5 to the Registration Statement (Commission File No. 333-297818). No changes or additions are being made hereby to the Prospectus constituting Part I of the Registration Statement (not included herein) or to Items 13, 14, 15, or 17 of Part II of the Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses to be borne by the registrant in connection with the issuance and distribution of the securities being registered hereby.
| Amount to be paid | ||||
| SEC registration fee | $ | 3,181.37 | ||
| Accounting fees and expenses | * | |||
| Legal fees and expenses | * | |||
| Printing and miscellaneous expenses | * | |||
| Total | $ | * | ||
| * | These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be determined at this time. |
Item 14. Indemnification of Directors and Officers
The Certificate of Incorporation contains provisions that limit the liability of the Presidio directors for monetary damages to the fullest extent permitted by Delaware law. Consequently, Presidio’s directors will not be personally liable to Presidio or its stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for:
| ● | any breach of the director’s duty of loyalty to Presidio or its stockholders; |
| ● | any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; |
| ● | unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; or |
| ● | any transaction from which the director derived an improper personal benefit. |
The Certificate of Incorporation and our Bylaws provide that Presidio is required to indemnify our directors and officers, in each case to the fullest extent permitted by Delaware law. The Certificate of Incorporation also provides that Presidio is obligated to advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding, and permit Presidio to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity regardless of whether Presidio would otherwise be permitted to indemnify him or her under Delaware law. Presidio has entered into agreements to indemnify its directors, executive officers and other employees. With specified exceptions, these agreements provide for indemnification for related expenses including, among other things, attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding. Presidio will also maintain directors’ and officers’ liability insurance.
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Item 15. Recent Sales of Unregistered Securities
During the past three years, we have issued the following securities that were not registered under the Securities Act, in reliance upon the exemption provided in Section 4(a)(2) thereof.
Canyon Creek Acquisition
In connection with the Canyon Creek Acquisition, on July 1, 2026, we issued an aggregate 1,930,156 shares of Presidio Class A Common Stock, and on July 20, 2026, we issued 32,084 shares of Presidio Class A Common Stock, in each case, to the Seller Parties as partial consideration for the acquisition of certain oil and gas properties in Oklahoma pursuant to the Purchase and Sale Agreements, dated May 7, 2026.
Founder Shares and Private Placement Units
In connection with EQV’s initial public offering, the Sponsor purchased Class B ordinary shares of EQV (the “Founder Shares”) for an aggregate purchase price of $25,000 and 400,000 private placement units at a purchase price of $10.00 per unit for an aggregate purchase price of $4,000,000. In connection with the Business Combination, such securities converted into shares of Presidio Class A Common Stock and Private Placement Warrants on March 4, 2026.
PIPE Financing
In connection with the Business Combination, we entered into subscription agreements with certain investors pursuant to which, on March 4, 2026, we issued an aggregate of 8,750,000 shares of Presidio Class A Common Stock at $10.00 per share for aggregate gross proceeds of $87,500,000. In addition, 565,217 shares of Presidio Class A Common Stock were issued in connection with the Class B Contribution.
Series A Preferred Financing
In connection with the Business Combination, on March 4, 2026, we issued 125,000 shares of Series A Preferred Stock at a stated value of $1,000 per share and warrants to purchase 937,500 shares of Presidio Class A Common Stock at an exercise price of $0.01 per share to the Series A Preferred Investors.
Series B Preferred Financing
In connection with the Business Combination, on March 4, 2026, we issued 27,173 shares of Series B Preferred Stock at a stated value of $1,000 per share to the Series B Preferred Investor.
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Item 16. Exhibits and Financial Statements Schedules
| (a) | Exhibits. |
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| + | Management contract or compensatory plan or arrangement. |
| # | Schedules and exhibits to these Exhibits omitted pursuant to Regulation S-K Item 601(a)(5). The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
| * | Filed herewith. |
| ** | Previously filed. |
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Item 17. Undertakings
| 1. | The undersigned registrant hereby undertakes: |
| (a) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Table” table in the effective registration statement; and |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement. |
| (b) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (c) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| (d) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
| (e) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
| (i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
| (iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
| (iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| 2. | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Fort Worth, Texas on the 7th day of August, 2026.
| PRESIDIO PRODUCTION COMPANY | ||
| By: | /s/ William A. Ulrich | |
| Name: | William A. Ulrich | |
| Title: | Chairman and Co- Chief Executive Officer | |
| By: | /s/ Christopher L. Hammack | |
| Name: | Christopher L. Hammack | |
| Title: | Co- Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ William A. Ulrich | Chairman, Co- Chief Executive Officer and Director | August 7, 2026 | ||
| William A. Ulrich | (Principal Executive Officer) | |||
| /s/ Christopher L. Hammack | Co- Chief Executive Officer and Director | August 7, 2026 | ||
| Christopher L. Hammack | (Principal Executive Officer) | |||
| * | Chief Financial Officer | August 7, 2026 | ||
| John Brawley | (Principal Financial Officer) | |||
| * | Chief Accounting Officer | August 7, 2026 | ||
| Gregg Lamb | (Principal Accounting Officer) | |||
| * | Director | August 7, 2026 | ||
| Daniel C. Herz | ||||
| * | Director | August 7, 2026 | ||
| Jerry Schretter | ||||
| * | Director | August 7, 2026 | ||
| Jeffrey S. Serota | ||||
| * | Director | August 7, 2026 | ||
| Jerry Silvey | ||||
| * | Director | August 7, 2026 | ||
| Tyson Taylor | ||||
| * | Director | August 7, 2026 | ||
| James E. Vallee | ||||
| * | Director | August 7, 2026 | ||
| Ray N. Walker, Jr. |
| * By: | /s/ William A. Ulrich | |
| William A. Ulrich | ||
| Attorney-in-Fact |
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