UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
February 27, 2026
EQV Ventures Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-42207 |
|
98-1786998 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
|
1090 Center Drive
Park City, Utah |
|
84098 |
| (Address of principal executive offices) |
|
(Zip Code) |
(405) 870-3781
(Registrant’s telephone number, including area
code)
Not Applicable
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share, $0.0001 par value per share, and one-third of one redeemable warrant |
|
FTW U |
|
New York Stock Exchange |
| Class A ordinary shares, par value $0.0001 per share |
|
FTW |
|
New York Stock Exchange |
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
FTW WS |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
As previously announced, on August 5, 2025, EQV Ventures
Acquisition Corp., a Cayman Islands exempted company (“EQV”), entered into a Business Combination Agreement, as may be amended,
supplemented or otherwise modified from time to time (the “Business Combination Agreement” and the transactions contemplated
thereby, collectively, the “Business Combination”), by and among EQV, Presidio PubCo Inc. (f/k/a Prometheus PubCo Inc.), a
Delaware corporation and a direct, wholly-owned subsidiary of EQV (“Presidio”), Prometheus PubCo Merger Sub Inc., a Delaware
corporation and a direct, wholly-owned subsidiary of Presidio, Prometheus Holdings LLC, a Delaware limited liability company and a direct,
wholly-owned subsidiary of EQV (“EQV Holdings”), Prometheus Merger Sub LLC, a Delaware limited liability company and a direct,
wholly-owned subsidiary of EQV Holdings, and Presidio Investment Holdings LLC, a Delaware limited liability company (“PIH”).
Item 5.07 Submission of Matters to a Vote of
Security Holders.
On February
27, 2026, EQV held its extraordinary general meeting of shareholders (the “Meeting”) to consider and vote upon the Business
Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, the Governing Documents Advisory Proposals, the Stock
Issuance Proposal, the Incentive Plan Proposal and, if needed, the Adjournment Proposal, each as defined and more fully described in the
definitive proxy statement/prospectus that EQV filed with the U.S. Securities and Exchange Commission (the “SEC”) on January
30, 2026 (the “Proxy Statement/Prospectus”). The shareholders of EQV approved the Business Combination Proposal, the Domestication
Proposal, the Governing Documents Proposal, the Governing Documents Advisory Proposals, the Stock Issuance Proposal and the Incentive
Plan Proposal. As there were sufficient votes to approve the Business Combination Proposal, the Domestication Proposal, the Governing
Documents Proposal, the Governing Documents Advisory Proposals, the Stock Issuance Proposal and the Incentive Plan Proposal, the Adjournment
Proposal was not presented to shareholders.
Holders
of 27,640,312 Class A ordinary shares, par value $0.0001 per share, of EQV (the “Class A Ordinary Shares”) and 8,750,000 Class
B Ordinary Shares, par value $0.0001 per share, of EQV (the “Class B Ordinary Shares” and, together with the Class A Ordinary
Shares, the “Ordinary Shares”) held of record as of January 30, 2026, the record date for the Meeting (the “Record Date”),
entitled to vote at the Meeting, were present in person or by proxy, representing approximately 82% of the voting power of the Ordinary
Shares as of the Record Date and constituting a quorum for the transaction of business. With respect to the Domestication Proposal, holders
of Class B Ordinary Shares were entitled to ten votes for every Class B Ordinary Share owned, and holders of Class A Ordinary Shares were
entitled to one vote for every Class A Ordinary Share owned, each as of the close of business on the Record Date. With respect to all
other proposals submitted to a vote at the Meeting, each shareholder was entitled to one vote for each Ordinary Share held of record as
of the Record Date.
The
voting results for each of the proposals were as follows:
Proposal No. 1: The Business
Combination Proposal
|
For |
|
Against |
|
Abstain |
| 33,113,788 |
|
2,276,362 |
|
1,000,162 |
Proposal No. 2: The Domestication
Proposal
|
For |
|
Against |
|
Abstain |
| 111,863,787 |
|
2,276,361 |
|
1,000,164 |
Proposal No. 3: The Governing
Documents Proposal
|
For |
|
Against |
|
Abstain |
| 33,111,276 |
|
2,278,873 |
|
1,000,163 |
Proposal No. 4: The Governing
Documents Advisory Proposals
Governing
Documents Advisory Proposal 4A
|
For |
|
Against |
|
Abstain |
| 32,613,560 |
|
2,576,412 |
|
1,200,340 |
Governing
Documents Advisory Proposal 4B
|
For |
|
Against |
|
Abstain |
| 32,613,599 |
|
2,576,403 |
|
1,200,310 |
Governing
Documents Advisory Proposal 4C
|
For |
|
Against |
|
Abstain |
| 33,113,637 |
|
2,276,351 |
|
1,000,324 |
Governing
Documents Advisory Proposal 4D
|
For |
|
Against |
|
Abstain |
| 29,161,099 |
|
6,028,889 |
|
1,200,324 |
Governing
Documents Advisory Proposal 4E
|
For |
|
Against |
|
Abstain |
| 29,110,436 |
|
6,079,552 |
|
1,200,324 |
Governing
Documents Advisory Proposal 4F
|
For |
|
Against |
|
Abstain |
| 29,163,699 |
|
6,026,289 |
|
1,200,324 |
Proposal No. 5: The Stock
Issuance Proposal
|
For |
|
Against |
|
Abstain |
| 33,113,767 |
|
2,276,361 |
|
1,000,184 |
Proposal No. 6: The Incentive
Plan Proposal
|
For |
|
Against |
|
Abstain |
| 32,812,792 |
|
2,576,316 |
|
1,001,204 |
EQV had solicited proxies in
favor of an Adjournment Proposal which would have given EQV authority to adjourn the Meeting to solicit additional proxies. As sufficient
shares were voted in favor of the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, the Governing
Documents Advisory Proposals, the Stock Issuance Proposal and the Incentive Plan Proposal, this proposal was not voted upon at the Meeting.
In connection with the vote
to approve the aforementioned proposals, as of 3:00 p.m. Eastern Time on February 27, 2026, the holders of 33,593,272 Class A Ordinary
Shares properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of
approximately $10.64 per share, for an aggregate redemption amount of $357,332,573.
Based
on the results of the Meeting, and subject to the satisfaction or waiver of certain other closing conditions as described in the Proxy
Statement/Prospectus and the Business Combination Agreement, the Business Combination is expected to be consummated on March 4,
2026.
Item 8.01 Other Events.
Based on the approval of the Domestication Proposal
at the Meeting, on March 4, 2026, EQV will effect a deregistration under Article 181 of EQV’s amended and restated memorandum and
articles of association and Section 206 of the Companies Act (As Revised) of the Cayman Islands and a domestication under Section 388
of the Delaware General Corporation Law, pursuant to which EQV’s jurisdiction of incorporation will change from the Cayman Islands
to the State of Delaware (the “Domestication”). Effective upon the Domestication, EQV will change its name to “Presidio
MidCo Inc.,” and following the consummation of the Business Combination, existing shareholders of EQV will hold shares of Class
A common stock, par value $0.0001 per share, of Presidio rather than Class A Ordinary Shares.
Based
on the results of the Meeting, and subject to the satisfaction or waiver of certain other closing conditions as described in the Proxy
Statement/Prospectus, the transactions contemplated by the Business Combination Agreement are expected to be consummated promptly.
On February
27, 2026, EQV issued a press release announcing, among other things, the results of the Meeting. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Forward-Looking Statements
This Form 8-K includes “forward-looking
statements.” These include the expectations, hopes, beliefs, intentions or strategies regarding the future for EQV, Presidio, EQV
Resources LLC (“EQV Resources”) or PIH, or those of their respective management teams. Forward-looking statements may be identified
by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,”
“expect,” “anticipate,” “believe,” “seek,” “potential,” “budget,”
“may,” “will,” “could,” “should,” “continue” or other similar expressions
that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include,
but are not limited to, statements regarding Presidio’s, PIH’s, EQV Resources’ and EQV’s expectations with respect
to future performance, the capitalization of EQV or Presidio after giving effect to the proposed Business Combination between EQV and
PIH and related transactions with EQV Resources and expectations with respect to the future performance and the success of the combined
company following the consummation of the proposed Business Combination. These statements are based on various assumptions, whether or
not identified in this Form 8-K, and on the current expectations of Presidio’s, PIH’s, EQV’s and EQV Resources’
management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only
and are not intended to serve as, and must not be relied upon by any investors as, a guarantee, an assurance, a prediction or a definitive
statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions.
Many actual events and circumstances are beyond the control of Presidio, PIH, EQV Resources and EQV. These forward-looking statements
are subject to a number of risks and uncertainties, including changes in business, market, financial, political and legal conditions;
benefits from hedges and expected production; the inability of the parties to successfully or timely consummate the proposed Business
Combination, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions
that could adversely affect the combined company or the expected benefits of the proposed Business Combination; failure to realize the
anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of Presidio
to grow and manage growth profitably, maintain key relationships and retain its management and key employees; risks related to the uncertainty
of the projected financial information with respect to PIH or Presidio; risks related to PIH’s current growth strategy; the occurrence
of any event, change or other circumstances that could give rise to the termination of any definitive agreements with respect to the proposed
Business Combination; the outcome of any legal proceedings that may be instituted against any of the parties to the potential Business
Combination following its announcement and any definitive agreements with respect thereto; changes to the proposed structure of the proposed
Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining
regulatory approval of the proposed Business Combination; risks that PIH or Presidio may not achieve their expectations; the ability to
meet stock exchange listing standards following the proposed Business Combination; the risk that the proposed Business Combination disrupts
the current plans and operations of PIH; costs related to the potential Business Combination; changes in laws and regulations; risks related
to the domestication of EQV as a Delaware corporation; risks related to Presidio’s ability to pay expected dividends; the extent
of participation in rollover agreements; the amount of redemption requests made by EQV’s public equity holders; and the ability
of EQV or Presidio to issue equity or equity-linked securities or issue debt securities or enter into debt financing arrangements in connection
with the proposed Business Combination or in the future. Additional information concerning these and other factors that may impact such
forward-looking statements can be found in filings and potential filings by PIH, EQV, EQV Resources or Presidio resulting from the proposed
Business Combination with the SEC, including under the heading “Risk Factors” in the Registration Statement on Form S-4 (as
amended, the “Registration Statement”) filed by Presidio, EQV Resources and PIH. If any of these risks materialize or any
assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There
may be additional risks that none of Presidio, PIH, EQV Resources nor EQV presently know or that Presidio, PIH, EQV Resources or EQV currently
believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. These forward-looking
statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by investors as a guarantee,
an assurance, a prediction or a definitive statement of fact or probability.
In addition, forward-looking statements
reflect Presidio’s, PIH’s, EQV Resources’ and EQV’s expectations, plans or forecasts of future events and
views as of the date they are made. Presidio, PIH, EQV Resources and EQV anticipate that subsequent events and developments will cause
Presidio’s. PIH’s, EQV Resources’ and EQV’s assessments to change. However, while Presidio, PIH, EQV Resources
and EQV may elect to update these forward-looking statements at some point in the future, Presidio, PIH, EQV Resources and EQV specifically
disclaim any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing
Presidio’s, PIH’s, EQV Resources’ or EQV’s assessments as of any date subsequent to the date they are made. Accordingly,
undue reliance should not be placed upon the forward-looking statements. None of Presidio, PIH, EQV Resources, EQV, or any of their respective
affiliates have any obligation to update these forward-looking statements other than as required by law. In addition, this Form 8-K contains
certain information about the historical performance of PIH. You should not view information related to the past performance of PIH as
indicative of future results. Certain information set forth in this Form 8-K includes estimates and targets and involves significant elements
of subjective judgment and analysis. No representations are made as to the accuracy of such estimates or targets or that all assumptions
relating to such estimates or targets have been considered or stated or that such estimates or targets will be realized.
No Offer or Solicitation
This
Form 8-K shall not constitute a solicitation of any proxy, vote, consent or approval in any jurisdiction in connection with the proposed
Business Combination and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of EQV, PIH, EQV Resources
or Presidio, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended. This Form 8-K is restricted
by law; it is not intended for distribution to, or use by any person in, any jurisdiction in where such distribution or use would be contrary
to local law or regulation.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits. The following exhibit
is furnished with this Form 8-K:
| Exhibit No. |
|
Description of Exhibits |
| 99.1 |
|
Press Release dated February 27, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the inline XBRL document) |
SIGNATURE
Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| EQV Ventures Acquisition Corp. |
|
| |
|
| By: |
/s/ Tyson Taylor |
|
| |
Name: |
Tyson Taylor |
|
| |
Title: |
President and Chief Financial Officer |
|
Dated: February 27, 2026
