[10-Q] EQV Ventures Acquisition Corp. Quarterly Earnings Report
EQV Ventures Acquisition Corp. filed its quarterly report for the period ended September 30, 2025, detailing its SPAC status, pending merger plans, and liquidity position. The company entered a Business Combination Agreement on August 5, 2025 to merge into Presidio Production Company, expected to trade on the NYSE as “FTW.” It also lined up a PIPE financing for 8,750,000 shares at $10.00 per share for $87.5 million, and disclosed a Series A preferred investment of 125,000 preferred shares (stated value $1,000 each) plus warrants to buy 937,500 common shares for $123.75 million.
Funds in the trust account were $367.0 million, while cash outside the trust was $40,655 with a working capital deficit of $7,253,284. The company recorded a quarterly net loss of $3,036,568 as higher general and administrative costs ($6,877,248) offset interest earned on the trust ($4,029,558). For the nine months, net income was $2,946,985, primarily from trust interest. Management stated that liquidity constraints and the mandatory liquidation date of August 8, 2026 raise substantial doubt about the company’s ability to continue as a going concern if a business combination is not completed.
- None.
- None.
Insights
Pending merger and PIPE; going‑concern risk remains.
EQV Ventures reported typical SPAC economics: interest from the trust supports earnings, while operating costs drove a Q3 net loss. The trust held
The company signed a Business Combination Agreement on
Management disclosed substantial doubt about going concern due to limited liquidity and a mandatory liquidation date of
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(MARK ONE)
For the quarter ended
For the transition period from to
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As of November 14, 2025, there were
EQV VENTURES ACQUISITION CORP.
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2025
TABLE OF CONTENTS
| Page | ||
| Part I. Financial Information | ||
| Item 1. Interim Financial Statements | 1 | |
| Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024 | 1 | |
| Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025, for the Three Months Ended September 30, 2024, and for the Period from April 15, 2024 (Inception) through September 30, 2024 (Unaudited) | 2 | |
| Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended September 30, 2025, for the Three Months Ended September 30, 2024, and for the Period from April 15, 2024 (Inception) through September 30, 2024 (Unaudited) | 3 | |
| Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and for the Period from April 15, 2024 (Inception) through September 30, 2024 (Unaudited) | 4 | |
| Notes to Condensed Consolidated Financial Statements (Unaudited) | 5 | |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 19 | |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 24 | |
| Item 4. Controls and Procedures | 24 | |
| Part II. Other Information | ||
| Item 1. Legal Proceedings | 25 | |
| Item 1A. Risk Factors | 25 | |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 27 | |
| Item 3. Defaults Upon Senior Securities | 27 | |
| Item 4. Mine Safety Disclosures | 27 | |
| Item 5. Other Information | 27 | |
| Item 6. Exhibits | 28 | |
| Signatures | 29 |
i
PART I - FINANCIAL INFORMATION
Item 1. Interim Financial Statements.
EQV VENTURES ACQUISITION CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | ||||||||
| Assets: | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Short term prepaid insurance | ||||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Investments held in the trust account | ||||||||
| Long term prepaid insurance | — | |||||||
| Total Assets | $ | $ | ||||||
| Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit: | ||||||||
| Current liabilities | ||||||||
| Accrued offering costs | $ | — | $ | |||||
| Accrued expenses | ||||||||
| Cash underwriting fee payable | ||||||||
| Subscription agreement liability | — | |||||||
| Total current liabilities | ||||||||
| Deferred legal fees | ||||||||
| Deferred underwriting fee | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Class A ordinary shares subject to possible redemption, | ||||||||
| Shareholders’ Deficit | ||||||||
| Preference shares, $ | — | — | ||||||
| Class A ordinary shares, $ | ||||||||
| Class B ordinary shares, $ | ||||||||
| Additional paid-in capital | — | — | ||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Shareholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
1
EQV VENTURES ACQUISITION CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| For the Three Months Ended September 30, 2025 | For the Three Months Ended September 30, 2024 | For the Nine Months Ended September 30, 2025 | For the (inception) through | |||||||||||||
| General and administrative costs | $ | $ | $ | $ | ||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Income (Expense) | ||||||||||||||||
| Change in fair value of over-allotment liability | — | — | ||||||||||||||
| Subscription agreement expense | ( | ) | — | ( | ) | — | ||||||||||
| Interest income from bank account | — | — | ||||||||||||||
| Interest earned on investments held in the trust account | ||||||||||||||||
| Total other income (expense) | ||||||||||||||||
| Net Income (Loss) | $ | ( | ) | $ | $ | $ | ||||||||||
| Basic and diluted weighted average shares outstanding, Class A redeemable shares | ||||||||||||||||
| Basic and diluted net income (loss) per share | $ | ( | ) | $ | $ | $ | ||||||||||
| Basic and diluted weighted average shares outstanding, Class A and B non-redeemable shares | ||||||||||||||||
| Basic and diluted net income (loss) per share | $ | ( | ) | $ | $ | $ | ||||||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
2
EQV VENTURES ACQUISITION CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
(UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025
| Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in | Accumulated | Total Shareholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance – December 31, 2024 | $ | $ | $ | — | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| Accretion for Class A ordinary shares to redemption amount | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||
| Balance – March 31, 2025 (unaudited) | $ | $ | $ | — | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| Accretion for Class A ordinary shares to redemption amount | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||
| Balance – June 30, 2025 (unaudited) | $ | $ | $ | — | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| Accretion for Class A ordinary shares to redemption amount | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance – September 30, 2025 (unaudited) | $ | $ | $ | — | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND
FOR THE PERIOD FROM APRIL 15, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2024
| Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in | Accumulated | Total Shareholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance — April 15, 2024 (inception) | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
| Issuance of Class B ordinary shares to Sponsor (defined in Note 1) | — | — | — | |||||||||||||||||||||||||
| Issuance of Class A ordinary shares to non-executive director nominees | — | — | — | |||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance – June 30, 2024 (unaudited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Sale of | — | — | — | |||||||||||||||||||||||||
| Fair value of Public Warrants (defined in Note 3) at issuance | — | — | — | — | — | |||||||||||||||||||||||
| Forfeiture of founder shares | — | — | ( | ) | ( | ) | — | — | ||||||||||||||||||||
| Allocated value of transaction costs to Class A shares | — | — | — | — | ( | ) | — | ( | ) | |||||||||||||||||||
| Accretion for Class A ordinary shares to redemption amount | — | — | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||
| Balance – September 30, 2024 (unaudited) | $ | $ | $ | — | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
3
EQV VENTURES ACQUISITION CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Nine MonthsEnded September 30, | For the Period from April 15, 2024 (Inception) through September 30, | |||||||
| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Operating costs paid by Sponsor in exchange for issuance of founder shares | — | |||||||
| Interest earned on investments held in the trust account | ( | ) | ( | ) | ||||
| Change in fair value of over-allotment liability | — | ( | ) | |||||
| Subscription agreement expense | — | |||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | ( | ) | ||||||
| Short term prepaid insurance | ( | ) | ||||||
| Long term prepaid insurance | ( | ) | ||||||
| Accrued expenses | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Investment of cash into the trust account | — | ( | ) | |||||
| Cash withdrawn from the trust account for working capital purposes | ||||||||
| Net cash provided by (used in) investing activities | ( | ) | ||||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from sale of Units, net of underwriting discounts paid | — | |||||||
| Proceeds from sale of Private Placement Units | — | |||||||
| Issuance of Class A shares to non-executive director nominees | — | |||||||
| Proceeds from promissory note - related party | — | |||||||
| Repayment of promissory note - related party | — | ( | ) | |||||
| Cash underwriting fees payable | ( | ) | ||||||
| Payment of offering costs | ( | ) | ( | ) | ||||
| Net cash (used in) provided by financing activities | ( | ) | ||||||
| Net change in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents – Beginning of period | — | |||||||
| Cash and cash equivalents – End of period | $ | $ | ||||||
| Noncash investing and financing activities: | ||||||||
| Offering costs included in accrued offering costs | $ | — | $ | |||||
| Deferred underwriting fees payable | $ | — | $ | |||||
| Forfeiture of founder shares | $ | — | $ | |||||
| Write off of over-allotment liability | $ | — | $ | |||||
| Deferred legal fee payable | $ | — | $ | |||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
4
EQV VENTURES ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Unaudited)
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
EQV Ventures Acquisition
Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on April 15, 2024. The Company was formed for
the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business
combination with
The Company is not limited to a particular or geographic region for purposes of consummating a business combination. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.
As of September 30, 2025, the Company had not commenced any operations. All activity for the period from April 15, 2024 (inception) through September 30, 2025 relates to the Company’s formation and its initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a business combination. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
The registration statement
for the Company’s Initial Public Offering was declared effective on August 6, 2024. On August 8, 2024, the Company consummated
the Initial Public Offering of
The Company’s sponsor is EQV Ventures Sponsor LLC, a Delaware limited liability company (the “Sponsor”).
Simultaneously with the
consummation of the Initial Public Offering, the Company consummated (i) the private placement of
Transaction costs amounted
to $
The Company’s management
has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the
Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a business
combination. The Company’s initial business combination must be with one or more target businesses that together have a fair market
value of at least
Following the closing of
the Initial Public Offering on August 8, 2024, an amount of $
The Company will provide
holders of the outstanding public shares (the “public shareholders”) with the opportunity to redeem all or a portion of their
Class A ordinary shares upon the consummation of a business combination either (i) in connection with a shareholder meeting called to
approve the business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval
of a business combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will
be entitled to convert their public shares for a pro rata portion of the amount then in the trust account (initially $
5
EQV VENTURES ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Unaudited)
The Company will proceed with a business combination only if the Company obtains the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of shareholders holding a majority of ordinary shares who attend and vote at a shareholder meeting. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a business combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a business combination, the Company’s Sponsor, officers and directors (the “initial shareholders”) have agreed (i) to vote their founder shares (as defined in Note 4) and any public shares acquired in or after the Initial Public Offering in favor of a business combination, and (ii) not to convert any shares owned by them in connection therewith. Additionally, each public shareholder may elect to convert their public shares irrespective of whether they vote for or against the proposed transaction or abstain from voting on the proposed transaction.
Notwithstanding the foregoing,
if the Company seeks shareholder approval of a business combination and it does not conduct conversion pursuant to the tender offer rules,
the Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such
shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section
13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from converting its shares
with respect to more than an aggregate of
The initial shareholders
have agreed (i) to waive their redemption rights with respect to their founder shares, Sponsor Private Placement Shares (as defined below),
and public shares held by them in connection with the completion of a business combination and (ii) not to propose an amendment to (a)
modify the substance or timing of the Company’s obligation to provide for the redemption of its public shares in connection with
a business combination or to redeem
The Company will have until
24 months, or such earlier date as the Company’s board of directors may approve, from the closing of the Initial Public Offering
to complete a business combination. If the Company is unable to complete a business combination within the business combination period,
the Company will as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (excluding,
with respect to interest income, certain amounts of working capital expenses, taxes payable and up to $
The initial shareholders
have agreed to waive their liquidation rights to liquidating distributions from the trust account with respect to the founder shares
and Sponsor Private Placement Shares if the Company fails to complete a business combination within the business combination period.
However, if the Sponsor, officers and directors acquire public shares in or after the Initial Public Offering, such public shares will
be entitled to liquidating distributions from the trust account if the Company fails to complete a business combination within the business
combination period. The underwriter has agreed to waive its rights to its deferred underwriting commissions (see Note 5) held in the
trust account in the event the Company does not complete a business combination within the business combination period and, in such event,
such amounts will be included with the funds held in the trust account that will be available to fund the redemption of the public shares.
In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be
less than the Initial Public Offering price per Unit ($
In order to protect the
amounts held in the trust account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party
for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering
into a transaction agreement, reduce the amounts in the trust account to below (i) $
6
EQV VENTURES ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Unaudited)
On August 5, 2025, the Company entered into a business combination agreement (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), by and among the Company, Presidio PubCo Inc. (f/k/a Prometheus PubCo Inc.), a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Presidio Production”), Prometheus PubCo Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Presidio Production (“EQV Merger Sub”), Prometheus Holdings LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of the Company (“EQV Holdings”), Prometheus Merger Sub LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of EQV Holdings (“Presidio Merger Sub”) and Presidio Investment Holdings LLC, a Delaware limited liability company (“PIH”).
Pursuant to the Business
Combination Agreement, upon the consummation of the proposed business combination (the “Business Combination”), the combined
entity will be renamed Presidio Production Company and is expected to be listed on the New York Stock Exchange (“NYSE”) under
the trading symbol “FTW.” In connection with the proposed Business Combination, the Company entered into subscription agreements
with certain investors to purchase an aggregate of
On October 22, 2025, the Company announced that it would change its NYSE trading symbols from “EQV,” “EQV U,” and “EQV WS” to “FTW,” “FTW U,” and “FTW WS,” respectively. The change became effective on November 3, 2025. Upon the closing of the Business Combination, Presidio Production’s common stock and public warrants are expected to trade on the NYSE under the trading symbols “FTW” and “FTW WS,” respectively. Following the completion of the proposed Business Combination, Presidio Production will be a U.S.-domiciled C-Corporation focused on the operation of mature oil and gas wells across the Mid-Continent, with a dividend-yield-driven business model based on low-decline production assets.
Liquidity and Going Concern
As of September 30, 2025,
the Company had $
In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Going Concern”, as of September 30, 2025, the Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.
Management plans to address this uncertainty through a business combination. If a business combination is not consummated by the end of the business combination period, which currently expires on August 8, 2026, there will be mandatory liquidation and subsequent dissolution of the Company.
In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 205-40, “Presentation of Financial Statements –Going Concern,” management has determined that the Company’s liquidity condition, mandatory liquidation date, and potential subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the business combination period. The Company intends to complete the initial Business Combination before the end of the business combination period. However, there can be no assurance that the Company will be able to consummate any business combination by the end of the business combination period.
Risks and Uncertainties
The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.
Any of the above-mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the Israel-Hamas conflict and subsequent sanctions or related actions could adversely affect the Company’s search for an initial business combination and any target business with which the Company may ultimately consummate an initial business combination.
7
EQV VENTURES ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Unaudited)
On August 8, 2024, the
Company consummated the Initial Public Offering of
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of
Additionally, at the closing
of the Initial Public Offering, the Company paid the underwriter $
On September 27, 2024, the Company issued a press release, announcing that the holders of the Company’s units may elect to separately trade the Class A ordinary shares and warrants included in the units commencing on September 27, 2024. On November 3, 2025, the Company changed the trading symbols for its securities. As a result, those units not separated will continue to trade on the NYSE under the symbol “FTW U,” and each of the Class A ordinary shares and warrants that are separated will trade on NYSE under the symbols “FTW” and “FTW WS,” respectively. Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, to separate the units into Class A ordinary shares and warrants.
As of September 30, 2025,
the Company had operating cash of $
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed consolidated or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2024, as filed with the SEC on March 31, 2025. The interim results for the three and nine months ended September 30, 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.
Principles of Consolidation
Presidio Production was incorporated in Delaware on July 30, 2025, and was formed for the purpose of merging with the Company prior to the transactions contemplated in the Business Combination Agreement to facilitate the consummation of the proposed Business Combination. The Company has one wholly-owned subsidiary, EQV Merger Sub, which was incorporated in Delaware.
The accompanying condensed consolidated financial statements include the accounts of the Company and Presidio Production. All significant intercompany balances and transactions have been eliminated in consolidation.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
8
EQV VENTURES ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Unaudited)
Use of Estimates
The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all
short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $
Cash Held in the Trust Account
At September 30, 2025 and
December 31, 2024, the assets held in the trust account, amounting to approximately $
Offering Costs
The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consisted principally of professional and registration fees that were related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the Class A ordinary shares were charged to temporary equity, and offering costs allocated to the public warrants (as defined in Note 3) and Private Placement Warrants (as defined in Note 4) were charged to shareholders’ deficit, as public warrants and Private Placement Warrants after management’s evaluation were accounted for under equity treatment.
Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the unaudited condensed consolidated balance sheets, primarily due to their short-term nature.
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the condensed consolidated balance sheets as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the condensed consolidated balance sheets date. The underwriter’s over-allotment option was deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and was accounted for as a liability pursuant to ASC 480. The over-allotment option has expired.
The subscription agreement liability meets the criteria for derivative liability classification. As such, the subscription agreement liability is recorded at its initial fair value on the date of issuance, and each unaudited condensed consolidated balance sheet date thereafter. Changes in the estimated fair value of the derivative liability is recognized as a non-cash gain or loss on the condensed consolidated statements of operations. The fair value of the subscription agreement liability is discussed in Note 7.
9
EQV VENTURES ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Unaudited)
Income Taxes
The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of both September 30, 2025 and December 31, 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.
Warrant Instruments
The Company accounts for
the
Class A Ordinary Shares Subject to Possible Redemption
The public shares contain
a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if
there is a shareholder vote or tender offer in connection with the Company’s initial business combination. In accordance with ASC
480-10-S99, the Company classifies public shares subject to redemption outside of permanent equity as the redemption provisions are not
solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust
the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing
of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in
the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated
deficit. Accordingly, at both September 30, 2025 and December 31, 2024, Class A ordinary shares subject to possible redemption are presented
at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated
balance sheets.
| Gross proceeds | $ | |||
| Less: | ||||
| Proceeds allocated to public warrants | ( | ) | ||
| Proceeds allocated to the over-allotment option | ( | ) | ||
| Class A ordinary shares issuance costs | ( | ) | ||
| Plus: | ||||
| Accretion of carrying value to redemption value | ||||
| Class A ordinary shares subject to possible redemption, December 31, 2024 | $ | |||
| Plus: | ||||
| Accretion of carrying value to redemption value | ||||
| Class A ordinary shares subject to possible redemption, March 31, 2025 | $ | |||
| Plus: | ||||
| Accretion of carrying value to redemption value | ||||
| Class A ordinary shares subject to possible redemption, June 30, 2025 | $ | |||
| Plus: | ||||
| Accretion of carrying value to redemption value | ||||
| Class A ordinary shares subject to possible redemption, September 30, 2025 | $ |
10
EQV VENTURES ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Unaudited)
Concentration of Credit Risk
The Company complies with
accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares,
(i) Class A ordinary shares and (ii) Class B ordinary shares, par value of $
Net income (loss) per ordinary
share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period, excluding
ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of
The following tables reflect the calculation of basic and diluted net income (loss) per ordinary share:
| For the Three Months Ended September 30, 2025 | For the Nine Months Ended September 30, 2025 | |||||||||||||||
Class A Ordinary Shares | Class B Ordinary Shares | Class A Ordinary Shares | Class B Ordinary Shares | |||||||||||||
| Basic and diluted net income (loss) per ordinary share | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Allocation of net income (loss) | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||
| Denominator: | ||||||||||||||||
| Basic and diluted weighted average shares outstanding | ||||||||||||||||
| Basic and diluted net income (loss) per ordinary share | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||
| For the Three Months Ended September 30, | For the Period from April 15, 2024 (Inception) through September 30, | |||||||||||||||
| 2024 | 2024 | |||||||||||||||
Class A Ordinary Shares | Class B Ordinary Shares | Class A Ordinary Shares | Class B Ordinary Shares | |||||||||||||
| Basic and diluted net income per ordinary share | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Allocation of net income, as adjusted | $ | $ | $ | $ | ||||||||||||
| Denominator: | ||||||||||||||||
| Basic and diluted weighted average ordinary shares outstanding | ||||||||||||||||
| Basic and diluted net income per ordinary share | $ | $ | $ | $ | ||||||||||||
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.
11
EQV VENTURES ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Unaudited)
NOTE 3. INITIAL PUBLIC OFFERING
Public Units
Pursuant to the
Initial Public Offering on August 8, 2024, the Company sold
Warrants
As of September 30, 2025
and December 31, 2024, there were
The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue Class A ordinary shares upon exercise of a warrant unless the Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.
The Company will use its
commercially reasonable efforts to cause the registration statement to become effective within
Once the warrants become exercisable, the Company may redeem the public warrants:
| ● | in whole and not in part; | |
| ● | at a price of $ | |
| ● | upon not less than | |
| ● | if, and only if, the closing
price of the Company’s Class A ordinary shares equals or exceeds $ |
In addition, if (i) the
Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the
closing of a business combination at an issue price or effective issue price of less than $
As of September 30, 2025
and December 31, 2024, there were
12
EQV VENTURES ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Unaudited)
If the Company calls the public warrants for redemption, management will have the option to require all holders that wish to exercise the public warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a business combination within the business combination period and the Company liquidates the funds held in the trust account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the trust account with the respect to such warrants. Accordingly, the warrants may expire worthless.
NOTE 4. RELATED PARTY TRANSACTIONS
Founder Shares
On April 19, 2024,
the Sponsor paid $
The initial shareholders
have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until the earlier of
(A) 12 months after the completion of the Company’s initial business combination, or (B) six months after the
completion of the Company’s initial business combination, (x) if the closing price of the Class A ordinary shares equals
or exceeds $
Promissory Note
On April 19, 2024,
the Company issued a promissory note to the Sponsor, pursuant to which the Sponsor agreed to loan the Company up to an aggregate of $
Private Placement Units
Simultaneously with the
closing of the Initial Public Offering, the Sponsor purchased an aggregate of
Additionally, $
Each Private Placement
Warrant entitles the holder to purchase
Working Capital Loans
In addition, in order to
finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s
directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).
If the Company completes a business combination, the Company will repay the Working Capital Loans out of the proceeds of the trust account
released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the trust account. In the
event that a business combination does not close, the Company may use a portion of proceeds held outside the trust account to repay the
Working Capital Loans, but no proceeds held in the trust account would be used to repay the Working Capital Loans. Except for the foregoing,
the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.
The Working Capital Loans would either be repaid upon consummation of a business combination, without interest, or, at the lender’s
discretion, up to $
13
EQV VENTURES ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Unaudited)
Administrative Service Fee
Commencing on August 6,
2024, the Company agreed to pay an affiliate of the Sponsor a monthly fee of $
In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers or directors, of the Company or their affiliates. Any such payments prior to an initial business combination will be made from working capital or funds held outside the trust account.
NOTE 5. COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of the founder shares, Private Placement Units (and the underlying securities), and units that may be issued upon conversion of Working Capital Loans (and the underlying securities) have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. The holders of these securities are entitled to unlimited demands that the Company register such securities for sale under the Securities Act. In addition, these holders will have piggyback registration rights to include their securities in other registration statements filed by the Company, subject to certain limitations. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The registration rights granted to the underwriter are limited to one demand and unlimited “piggy-back” rights for periods of five and seven years, respectively, from the commencement of sales of the Initial Public Offering with respect to the registration under the Securities Act of the Private Placement Units and the underlying securities.
Underwriting Agreement
The Company granted the
underwriter a
The underwriter is entitled
to the Base Fee of $
The underwriter is entitled
to a deferred fee of $
Deferred Legal Fees
As of both September 30,
2025 and December 31, 2024, the Company had total deferred legal fees of $
14
EQV VENTURES ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Unaudited)
Business Combination Agreement
On August 5, 2025, the Company entered into the Business Combination Agreement . Pursuant to the Business Combination Agreement, upon the consummation of the proposed Business Combination, the combined entity will be renamed Presidio Production Company and is expected to be listed on the NYSE under the trading symbol “FTW.”
Sponsor Letter Agreement
Concurrently with the execution of the Business Combination Agreement, in connection with the proposed Business Combination, the Company, Sponsor, Presidio Production, EQV Holdings, PIH and certain members of the Company’s board of directors and/or management (the “Insiders”) entered into a letter agreement (the “Sponsor Letter Agreement”), pursuant to which (a) each of Sponsor and the Insiders agreed to vote in favor of the Business Combination Agreement and the proposed Business Combination, (b) each of Sponsor and the Insiders agreed to be bound by certain restrictions on transfer with respect to its equity interests in the Company prior to the closing of the proposed Business Combination, (c) each of Sponsor and the Insiders agreed to be bound by certain lock-up provisions during the lock-up periods described therein with respect to its equity interests in the Company, (d) Sponsor agreed to subject certain of its founder shares to vesting (or forfeiture) on the basis of achieving certain trading price thresholds during the first five years following the closing of the proposed Business Combination pursuant to an earnout program, (e) Sponsor agreed to subject certain of its founder shares to time-vesting during the first three years following the closing of the proposed Business Combination pursuant to a dividend reinvestment program, which will fall away on the basis of achieving certain trading price thresholds during the first three years following the closing of the proposed Business Combination and (f) Sponsor and the Insiders agreed to waive any adjustment to the conversion ratio set forth in the respective governing documents of any of the Company, Presidio Production, EQV Merger Sub, EQV Holdings, and Presidio Merger Sub or any other anti-dilution or similar protection with respect to any equity interests in the Company.
Subscription Agreement Liability
Concurrently with
the execution of the Business Combination Agreement, in connection with financing efforts related to the proposed Business Combination,
the Company and Presidio Production entered into subscription agreements (the “Subscription Agreements”) with certain investors
(the “PIPE Investors”) (and may enter into, before the closing of the proposed Business Combination, additional agreements
with additional PIPE Investors on the same forms, as applicable) pursuant to which, among other things, the PIPE Investors have agreed
to subscribe for and purchase, and the Company and Presidio Production have agreed to issue and sell to the PIPE Investors an aggregate
of
The Subscription
Agreements are contingent upon the consummation of the Business Combination and the Company’s domestication to the State of Delaware.
If the closing of the Business Combination does not occur within ten (
In accordance with ASC 815-40, the Company evaluated the Subscription Agreements and determined that they represent freestanding financial instruments that are not indexed to the Company’s own stock under the “fixed-for-fixed” criterion. Accordingly, the Subscription Agreements do not meet the requirements for equity classification and are recorded as financial liabilities on the accompanying condensed consolidated balance sheets.
At initial recognition, the Subscription Agreement liability was measured at its fair value in accordance with ASC 820 – Fair Value Measurement, with changes in fair value recognized in earnings each reporting period until settlement. The fair value of the Subscription Agreement liability was determined using an income approach, specifically the discounted cash flow (DCF) method, applied both with and without closing conditions.
As of September
30, 2025, the liability is classified as a current liability, as the underlying Business Combination and funding are expected to occur
within twelve months. The fair value of the Subscription Agreement liability as of September 30, 2025 was $
Preferred Investment
Concurrently and in connection
with the execution of the Business Combination Agreement, the Company, Presidio Production and PIH entered into a Series A Preferred Securities
Purchase Agreement with certain investors (the “Preferred Investors”), pursuant to which and subject to the satisfaction of
the closing conditions contained therein, immediately prior to or substantially concurrently with the closing of the proposed Business
Combination, the Preferred Investors will purchase in a private placement from Presidio Production an aggregate of
Sponsor Share Transfer and Contribution Agreements
Concurrently with the execution
of the Business Combination Agreement, in connection with the proposed Business Combination and the PIPE Financing, the Company, Presidio
Production, Sponsor, certain Rollover Members (as defined below) and certain PIPE Investors party thereto entered into Securities Contribution
and Transfer Agreements (the “Sponsor Share Transfer and Contribution Agreements”) in order to reflect the intended ownership
interests of the shareholders of Presidio Production following the proposed Business Combination. Pursuant to and subject to the terms
and conditions of the Sponsor Share Transfer and Contribution Agreements, Sponsor agreed to contribute
15
EQV VENTURES ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Unaudited)
Agreement and Plan of Merger
In connection with the proposed Business Combination, the Company and PIH negotiated the acquisition of all of the issued and outstanding equity interests of EQV Resources LLC, a Delaware limited liability company (“EQV Resources”) via merger (the “EQV Resources Acquisition”) and, concurrently with the execution of the Business Combination Agreement, the Company, Presidio Production, EQVR Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Presidio Production, EQV Resources Intermediate LLC, a Delaware limited liability company, EQV Resources and PIH entered into an agreement and plan of merger (the “EQV Resources Merger Agreement”), pursuant to which the Company and Presidio Production will effect the EQV Resources Acquisition on the terms and subject to the conditions set forth in the EQV Resources Merger Agreement and in accordance with applicable law.
Rollover Agreement
Concurrently with the execution of the Business Combination Agreement, and in connection with the proposed Business Combination, the Company, EQV Holdings, PIH, certain existing investors (the “Rollover Investors”) and certain unitholders of PIH (“PIH Unitholders”) entered into certain rollover agreements (each, a “Rollover Agreement”, and collectively, the “Rollover Agreements”, and, such Rollover Investors and PIH Unitholders together, the “Rollover Members”), pursuant to which the Units held by such Rollover Members will, in accordance with the terms of the Business Combination Agreement and the Rollover Agreements, convert into the right to receive a number of units of EQV Holdings and a number of Class B units of Presidio Production at par value.
NOTE 6. SHAREHOLDERS’ DEFICIT
Preference Shares
The Company is authorized
to issue
Class A Ordinary Shares
The Company is authorized
to issue
On May 22, 2024, the
Company issued
Class B Ordinary Shares
The Company is authorized
to issue
The Class B ordinary
shares issued to the Sponsor will automatically convert into Class A ordinary shares at the time of the consummation of the initial
business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares
issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis,
16
EQV VENTURES ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Unaudited)
NOTE 7. FAIR VALUE MEASUREMENTS
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
| Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
| Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
| Level 3: | Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. |
The over-allotment option
was initially accounted for as a liability in accordance with ASC 815-40 and was presented within liabilities on the unaudited condensed
consolidated balance sheets. The over-allotment liability is measured at fair value at inception and on a recurring basis. The Company
granted the underwriter a
The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at September 30, 2025:
| Level | Fair Value | |||||
| September 30, 2025 | ||||||
| Subscription Agreement liability | 3 | $ | ||||
The Subscription Agreement liability was accounted for as a liability in accordance with ASC 815-40 and is presented within current liabilities on the condensed consolidated balance sheet as of September 30, 2025. The Subscription Agreement liability is measured at fair value at inception and on a recurring basis, with changes in fair value presented as Subscription Agreement expense in the unaudited condensed consolidated statements of operations.
The fair value of the Subscription Agreement liability was determined using an income approach, specifically the discounted cash flow (DCF) method, applied both with and without closing conditions. The market data sources are S&P Capital IQ yield curves and FRED – ICE BofA Corporate Index effective yields and spreads. Because the valuation relies on unobservable inputs (credit-spread assumptions and internal estimates), the Subscription Agreement liability should be classified as a Level 3 fair-value measurement under ASC 820.
Key inputs and assumptions that have been used for the Subscription Agreement liability evaluation:
| September 30, 2025 | |||
| Commitment date | |||
| Closing date | |||
| Investment amount | $ | 87,500,000 | |
| Risk-free rate | |||
| Credit-spread / discount-rate assumptions | |||
| Discount period | |||
17
EQV VENTURES ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Unaudited)
| Subscription Agreement Liability | ||||
| Fair value as of August 4, 2025 | $ | - | ||
| Subscription Agreement expense | ||||
| Fair value as of September 30, 2025 | $ | |||
NOTE 8. SEGMENT INFORMATION
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.
The CODM assesses performance
for the single segment and decides how to allocate resources based on net income or loss that also is reported on the unaudited condensed
consolidated statements of operations as net income or loss. The measure of segment assets is reported on the condensed consolidated balance
sheets as total assets.
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Investments held in the trust account | $ | $ | ||||||
| Cash and cash equivalents | $ | $ | ||||||
| For
the Three Months Ended September 30, 2025 | For
the Three Months Ended September 30, 2024 | For the Nine Months Ended September 30, 2025 | For the Period from April 15, 2024 (Inception) through September 30, 2024 | |||||||||||||
| General and administrative costs | $ | $ | $ | $ | ||||||||||||
| Interest earned on investments held in the trust account | $ | $ | $ | $ | ||||||||||||
The CODM reviews interest earned on the trust account to measure and monitor shareholder value and determine the most effective strategy of investment with the trust account funds while maintaining compliance with the trust agreement.
General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the unaudited condensed consolidated statements of operations, are the significant segment expenses provided to the CODM on a regular basis.
All other segment items included in net income or loss are reported on the unaudited condensed consolidated statements of operations and described within their respective disclosures.
NOTE 9. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the condensed consolidated balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, other than as mentioned below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.
On October 7, 2025 and November 6, 2025, approximately $
18
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
References in this report (the “Quarterly Report”) to “we,” “us,” “our” or the “Company” refer to EQV Ventures Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to EQV Ventures Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act, as amended (the “Exchange Act”), that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Company’s possible business combinations, including the proposed Business Combination and the financing thereof, the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the business combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) and previous Quarterly Reports on Form 10-Q filed with the SEC. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company incorporated as a Cayman Islands exempted company on April 15, 2024 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities. While we will not be limited to a particular industry or sector in our identification and acquisition of a target company, we intend to focus our search for a target business in the broadly defined energy industry, primarily targeting the upstream exploration and production sector.
On August 8, 2024, we consummated our initial public offering (the “Initial Public Offering”) of 35,000,000 units (the “Units”) at $10.00 per Unit, generating gross proceeds of $350,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of (i) 400,000 units, each consisting of one Class A ordinary share and one-third of one redeemable warrant (the “Sponsor Private Placement Units”), at a price of $10.00 per Sponsor Private Placement Unit in a private placement to the Sponsor, generating gross proceeds of $4,000,000, and (ii) 262,500 units, each consisting of one Class A ordinary share and one-third of one redeemable warrant (the “Underwriter Private Placement Units,” and together with the Sponsor Private Placement Units, the “Private Placement Units”), at a price of $10.00 per Underwriter Private Placement Unit in a private placement to BTIG, LLC (“BTIG”), generating gross proceeds of $2,625,000.
We intend to effectuate our business combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Sponsor Private Placement Units, our shares, debt or a combination of cash, shares and debt.
We expect to continue to incur significant costs in the execution of our acquisition plans. We cannot assure you that our plans to complete a business combination will be successful.
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Recent Developments
On August 5, 2025, we entered into a business combination agreement (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”) with Presidio PubCo Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (f/k/a Prometheus PubCo Inc.) (“Presidio Production”), Prometheus PubCo Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Presidio Production (“EQV Merger Sub”), Prometheus Holdings LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of the Company (“EQV Holdings”), Prometheus Merger Sub LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of EQV Holdings (“Presidio Merger Sub”) and Presidio Investment Holdings LLC, a Delaware limited liability company (“PIH”). The transactions contemplated by the Business Combination Agreement are referred to as the “Business Combination.”
The proposed Business Combination is subject to, among other things, the approval of the proposed Business Combination by the Company’s shareholders, satisfaction of the conditions stated in the Business Combination Agreement and other customary closing conditions, including that the SEC completes its review of the Company’s proxy statement/prospectus, to be filed in a Registration Statement on Form S-4 related to the proposed Business Combination, the receipt of certain regulatory approvals, and the approval by a nationally listed stock exchange to list the securities of the combined company.
In connection with the Business Combination Agreement, among other things:
(i) the Company will change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware, upon which (a) each then issued and outstanding Class A ordinary share of the Company, par value $0.0001, will convert automatically, on a one-for-one basis, to a share of Class A common stock, par value $0.0001 per share, of the Company (“EQV Class A Common Stock”) and (b) each issued and outstanding warrant to purchase one Class A ordinary share in the capital of the Company at a price of $11.50 per share will convert automatically, on a one-for-one basis, into a whole warrant exercisable for one share of EQV Class A Common Stock (the “Domestication”); and
(ii) Following the Domestication, EQV Merger Sub will merge with and into the Company, with the Company as the surviving company in the merger and with Company’s shareholders receiving one share of Class A common stock, par value $0.0001 per share, of Presidio Production (“Presidio Class A Common Stock”) for each share of EQV Class A Common Stock held by such shareholder, in accordance with the terms of the Business Combination Agreement, and upon which Presidio Production will change its name to “Presidio Production Company” and Presidio Production will receive a managing member interest in EQV Holdings. After giving effect to such merger, the Company will survive as a wholly owned subsidiary of Presidio Production, following which, Presidio Merger Sub will merge with and into PIH, with PIH as the surviving company in the merger, all on the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with applicable law.
For further details on the proposed Business Combination, refer to the Current Reports on Form 8-K filed by the Company with the SEC on August 5, 2025, and August 11, 2025.
Sponsor Letter Agreement
Concurrently with the execution of the Business Combination Agreement, in connection with the proposed Business Combination, we entered into a letter agreement (the “Sponsor Letter Agreement”) with Sponsor, Presidio Production, EQV Holdings, PIH and certain members of our board of directors and/or management (the “Insiders”), pursuant to which (a) each of Sponsor and the Insiders agreed to vote in favor of the Business Combination Agreement and the proposed Business Combination, (b) each of Sponsor and the Insiders agreed to be bound by certain restrictions on transfer with respect to its equity interests in the Company prior to the closing of the proposed Business Combination, (c) each of Sponsor and the Insiders agreed to be bound by certain lock-up provisions during the lock-up periods described therein with respect to its equity interests in the Company, (d) Sponsor agreed to subject certain of its founder shares to vesting (or forfeiture) on the basis of achieving certain trading price thresholds during the first five years following the closing of the proposed Business Combination pursuant to an earnout program, (e) Sponsor agreed to subject certain of its founder Shares to time vesting during the first three years following the closing of the proposed Business Combination pursuant to a dividend reinvestment program, which will fall away on the basis of achieving certain trading price thresholds during the first three years following the closing of the proposed Business Combination and (f) Sponsor and the Insiders agreed to waive any adjustment to the conversion ratio set forth in the respective governing documents of any of the Company, Presidio Production, EQV Merger Sub, EQV Holdings, and Presidio Merger Sub or any other anti-dilution or similar protection with respect to any equity interests in the Company.
Subscription Agreements
Concurrently with the execution of the Business Combination Agreement, in connection with financing efforts related to the proposed Business Combination, we entered into subscription agreements with Presidio Production and certain investors (the “PIPE Investors”) (and may enter into, during before the closing of the proposed Business Combination, additional agreements with additional PIPE Investors on the same forms, as applicable), pursuant to which, among other things, the PIPE Investors have agreed to subscribe for and purchase, and we and Presidio Production have agreed to issue and sell to the PIPE Investors, an aggregate of 8,750,000 shares of Presidio Class A Common Stock following the Domestication for an aggregate purchase price of $10.00 per share, on the terms and subject to the conditions set forth therein (the “PIPE Financing”).
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Preferred Investment
Concurrently with the execution of the Business Combination Agreement, in connection with the proposed Business Combination, we entered into a Series A Preferred Securities Purchase Agreement with Presidio Production, PIH and certain investors (the “Preferred Investors”), pursuant to which and subject to the satisfaction of the closing conditions contained therein, immediately prior to or substantially concurrently with the closing of the proposed Business Combination, the Preferred Investors will purchase in a private placement from Presidio Production an aggregate of 125,000 Series A Perpetual Preferred Shares with a stated value of $1,000 per Preferred Share (the “Series A Perpetual Preferred Shares”) and warrants to purchase 937,500 shares of Presidio Class A Common Stock for a cash purchase price of $123,750,00. The Series A Perpetual Preferred Shares will have the rights, preferences, and privileges set forth in Presidio Production’s Certificate of Designation of Preferences, Rights and Limitations of Series A Perpetual Preferred Stock.
Sponsor Share Transfer and Contribution Agreement
Concurrently with the execution of the Business Combination Agreement, in connection with the proposed Business Combination and the PIPE Financing, we entered into Securities Contribution and Transfer Agreements, with Presidio Production, Sponsor, certain Rollover Members (as defined below) and certain PIPE Investors party thereto (the “Sponsor Share Transfer and Contribution Agreements”) in order to reflect the intended ownership interests of the shareholders of Presidio Production following the proposed Business Combination. Pursuant to and subject to the terms and conditions of the Sponsor Share Transfer and Contribution Agreement, Sponsor agreed to contribute 565,217 shares of its founder shares as a contribution to capital at closing of the proposed Business Combination and, in exchange, Presidio Production agreed to issue 565,217 shares of Presidio Class A Common Stock to the Rollover Members party thereto.
Agreement and Plan of Merger
In connection with the proposed Business Combination, we negotiated with PIH the acquisition of all of the issued and outstanding equity interests of EQV Resources LLC, a Delaware limited liability company (“EQV Resources”) via merger (the “EQV Resources Acquisition”) and, concurrently with the execution of the Business Combination Agreement, we entered into an agreement and plan of merger with Presidio Production, EQVR Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Presidio Production, EQV Resources Intermediate LLC, a Delaware limited liability company, EQV Resources and PIH (the “EQV Resources Merger Agreement”), pursuant to which we and Presidio Production will effect the EQV Resources Acquisition on the terms and subject to the conditions set forth in the EQV Resources Merger Agreement and in accordance with applicable law.
Rollover Agreement
Concurrently with the execution of the Business Combination Agreement, and in connection with the proposed Business Combination, we entered into certain rollover agreements with EQV Holdings, PIH, certain existing investors and certain unitholders of PIH (“PIH Unitholders”) (each, a “Rollover Agreement,” and collectively, the “Rollover Agreements,” and, such PIH Unitholders, the “Rollover Members”), pursuant to which the units held by such Rollover Members will, in accordance with the terms of the Business Combination Agreement and the Rollover Agreement, convert into the right to receive a number of units of EQV Holdings and a number of Class B units of Presidio Production at par value.
Trading Symbol Change
On October 22, 2025, the Company announced its intention to change trading symbols on the New York Stock Exchange (“NYSE”) from “EQV,” “EQV U,” and “EQV WS” to “FTW,” “FTW U,” and “FTW WS,” respectively. The new trading symbols reflect the proposed Business Combination with PIH and the branding of the future combined entity, Presidio Production Company, which is headquartered in Fort Worth, Texas.
On November 3, 2025, the trading symbol changes became effective on NYSE. Following the change, the Company’s securities now trade under the new symbols “FTW,” “FTW U,” and “FTW WS.”
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities from April 15, 2024 (inception) through September 30, 2025 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our business combination. Subsequent to the Initial Public Offering, we generate non-operating income in the form of interest income on investments held in the trust account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the three months ended September 30, 2025, we had a net loss of $3,036,568, which consisted of interest earned on investments held in the trust account of $4,029,558 and interest income from bank account of $2,122, offset by general and administrative costs of $6,877,248 and, loss on subscription agreements of $191,000.
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For the nine months ended September 30, 2025, we had a net income of $2,946,985, which consisted of interest earned on investments held in the trust account of $11,841,655 and interest income from bank account of $17,952, offset by general and administrative costs of $8,721,6222 and loss on subscription agreements of $191,000.
For the three months ended September 30, 2024, we had a net income of $2,961,354, which consisted of interest earned on marketable securities held in the trust account of $2,695,023 and change on over-allotment liability of $598,539 offset by general and administrative costs of $332,208.
For the period from April 15, 2024 (inception) through September 30, 2024, we had a net income of $2,914,438, which consisted of interest earned on marketable securities held in the trust account of $2,695,023 and change on over-allotment liability of $598,539 offset by general and administrative costs of $379,124.
Liquidity, Capital Resources and Going Concern
Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of shares of Class B ordinary shares, par value $0.0001 per share, by the Sponsor and loans from the Sponsor. As of September 30, 2025, the Company had $40,655 in cash and a working capital deficit of $7,253,284.
On August 8, 2024, we consummated the Initial Public Offering of 35,000,000 Units at $10.00 per Unit, generating gross proceeds of $350,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 400,000 Sponsor Private Placement Units at a price of $10.00 per Sponsor Private Placement Unit, generating gross proceeds of $4,000,000, and 262,500 Underwriter Private Placement Units, at a price of $10.00 per Underwriter Private Placement Unit, generating gross proceeds of $2,625,000.
We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (net, with respect to interest income, of permitted withdrawals (as defined below)), to complete our business combination. We are permitted to withdraw 10% of the interest earned on the trust account to fund our working capital requirements and/or to pay our taxes, and such withdrawals can only be made from interest and not from the principal held in the trust account (“permitted withdrawals”). To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. As of September 30, 2025, approximately $136,000 of the trust account balance can be withdrawn for working capital expenses.
We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.
For the nine months ended September 30, 2025, cash used in operating activities was $1,647,539. Net income of $2,947,985 was affected by interest earned on marketable securities held in the trust account of $11,841,655, and initial loss on subscription agreement liability of $191,000. Changes in operating assets and liabilities used $7,056,131 of cash for operating activities.
For the period from April 15, 2024 (inception) through September 30, 2024, cash used in operating activities was $404,456. Net income of $2,914,438 was affected by operating costs paid by Sponsor in exchange for issuance of Class B founder shares of $25,000, change in fair value of over-allotment liability of $598,539 and interest earned on marketable securities held in the trust account of $2,695,023. Changes in operating assets and liabilities was affected by $50,332 of cash provided for operating activities.
As of September 30, 2025, we had investments held in the trust account of $367,011,398. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (net, with respect to interest income, of permitted withdrawals and deferred underwriting commissions), to complete our Business Combination. We may withdraw interest from the trust account to pay taxes, if any. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the trust account. We expect the interest income earned on the amount in the trust account will be sufficient to pay our taxes and to fund permitted withdrawals. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of September 30, 2025, we had cash held outside of the trust account of $40,655 available for working capital needs. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.
In order to fund working capital deficiencies or finance transaction costs in connection with a business combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a business combination, we would repay such loaned amounts. In the event that a business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans (the “Working Capital Loans”) may be convertible into units of the post-business combination entity at a price of $10.00 per unit. The units and the underlying securities would be identical to the Private Placement Units and the underlying securities of such Private Placement Units.
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We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our business combination. Moreover, we may need to obtain additional financing either to complete our business combination or because we become obligated to redeem a significant number of the Class A ordinary shares included in the Units upon consummation of our business combination, in which case we may issue additional securities or incur debt in connection with such business combination.
In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 205-40, “Presentation of Financial Statements – Going Concern,” management has determined that the Company’s liquidity condition, mandatory liquidation date, and potential subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the business combination period.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements as of September 30, 2025. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor a monthly fee of $30,000 for office space, utilities, secretarial support and administrative support. This arrangement will terminate upon completion of a business combination or the distribution of the trust account to the public shareholders.
The underwriter was entitled to $0.15 per Unit sold in the Initial Public Offering, or $5,250,000 in the aggregate (the “Base Fee”). Of such $0.15 per unit payable as the Base Fee, $0.132 per Unit, or $4,625,000 in the aggregate, was paid at the closing of the Initial Public Offering (with $2,000,000 paid in cash and $2,625,000 used to purchase the Underwriter Private Placement Units), and $0.018 per unit, or $625,000 in the aggregate, is payable to the underwriter in cash in twelve equal monthly installments of approximately $52,000 each beginning on the first month anniversary of the closing of the Initial Public Offering. An over-allotment fee, if any, is payable in cash upon each closing of the underwriter’s over-allotment option. The over-allotment option has expired.
Critical Accounting Estimates
The preparation of unaudited condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, and income and expenses during the period reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of September 30, 2025, we did not have any critical accounting estimates to be disclosed.
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Class A Ordinary Shares Subject to Possible Redemption
The public shares contain a redemption feature that allows for the redemption of such public shares in connection (i) with our liquidation, (ii) if there is a shareholder vote or tender offer in connection with the initial business combination and (iii) with certain amendments to the Amended and Restated Memorandum and Articles of Association. In accordance with FASB ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”), conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although we did not specify a maximum redemption threshold, our Amended and Restated Memorandum and Articles of Association provides that we currently will only redeem our public shares. However, the threshold in the Amended and Restated Memorandum and Articles of Association would not change the nature of the underlying shares as redeemable and thus public shares are required to be disclosed outside of permanent equity. We recognize change in redemption value immediately as they occur and adjust the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit.
Net Income Per Ordinary Share
We have two classes of shares: the (i) redeemable and non-redeemable Class A ordinary shares and (ii) Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the Initial Public Offering since the exercise of the warrants are contingent upon the occurrence of future events.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures.
Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to Management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of the fiscal quarter ended September 30, 2025.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the quarterly period ended September 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
Factors that could cause our actual results to differ materially from those in this Quarterly Report include the risk factors described in our Annual Report on Form 10-K filed with the SEC. As of the date of this Quarterly Report, there have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K filed with the SEC on March 31, 2025, except for the below additional risk factors which could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.
There is substantial doubt about our ability to continue as a “going concern.”
The current end date of the business combination period, when a mandatory liquidation of the Trust Account would occur, is August 8, 2026. Under the amended and restated memorandum and articles of association, the Business Combination Period in which we must consummate an initial business combination is 24 months, or such earlier date as our board of directors may approve, from the closing of the Initial Public Offering, though we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate an initial business combination. Although we intend to complete an initial business combination within the Business Combination Period, there can be no assurance that we will be able to consummate an initial business combination by this time. If an initial business combination is not consummated by the end of our Business Combination Period, there will be a mandatory liquidation of the Trust Account. Accordingly, our management has determined that the mandatory liquidation of the Trust Account, should an initial business combination not occur, raises substantial doubt about our ability to continue as a going concern. The unaudited condensed consolidated financial statements contained elsewhere in this report do not include any adjustments that might result from our inability to continue as a going concern.
Risks Relating to the Proposed Business Combination
The consummation of the Proposed Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, any definitive agreement relating to the Proposed Business Combination may be terminated in accordance with its terms and the Proposed Business Combination may not be completed.
Even if the Business Combination Agreement is approved by our shareholders, specified conditions must be satisfied or waived before the parties to the Business Combination Agreement are obligated to complete the Proposed Business Combination. We do not control the satisfaction of all such conditions. We, and the other parties to the Business Combination Agreement, may not satisfy all of the closing conditions listed thereto. If the closing conditions are not satisfied or waived, the Proposed Business Combination will not occur, or will be delayed pending later satisfaction or waiver, and such delay may cause us to lose some or all of the intended benefits of the Proposed Business Combination.
During the pendency of the Proposed Business Combination, we will not be able to solicit, initiate or take any action to facilitate or encourage any inquiries into the making, submission or announcement of, or enter into a business combination with another party because of restrictions in the Business Combination Agreement. Furthermore, certain provisions of the Business Combination Agreement will discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Business Combination Agreement.
Covenants in the Business Combination Agreement impede our ability to make or consider other acquisitions or complete other transactions that are not in the ordinary course of business pending completion of the Proposed Business Combination. As a result, we may be at a disadvantage to its competitors during that period. While the Proposed Business Combination Agreement is in effect, we may not solicit, assist, initiate, engage or facilitate the making, submission or announcement of or encourage any alternative acquisition proposal, such as a merger, material sale of assets or equity interests or other business combination, with any third party, even though any such alternative acquisition could be more favorable to our shareholders than the Proposed Business Combination. If the Proposed Business Combination is not completed, these provisions will make it more difficult to complete an alternative business combination following the termination of the Business Combination Agreement due to the passage of time during which these provisions have remained in effect.
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The exercise of our board of directors’ and executive officers’ discretion in agreeing to changes or waivers in the terms of the Proposed Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Proposed Business Combination or waivers of conditions are appropriate and in our shareholders’ best interests.
In the period leading up to the closing of the Proposed Business Combination, events may occur that, pursuant to the Business Combination Agreement, would require us to consider agreeing to amend the Business Combination Agreement, to consent to certain actions taken by Presidio or to waive rights to which we are entitled under the Business Combination Agreement. Such events could arise because of changes in the course of Presidio’s business, a request by Presidio to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on Presidio’s business and would entitle us to terminate the Business Combination Agreement. In any such circumstances, it would be at our discretion, acting through our board of directors, to consent to such actions or waive those rights. The existence of financial and personal interests of one or more members of our board of directors may result in a conflict of interest on the part of such director(s) between what such director may believe is best for us and our shareholders and what such director may believe is best for themselves in determining whether or not to take the requested action. As of the date of this Quarterly Report, we do not believe there will be any changes or waivers that members of our board of directors and executive officers would be likely to make after shareholder approval of the Proposed Business Combination has been obtained.
Our executive officers and directors and their affiliates may enter into agreements concerning our securities prior to the shareholder meeting in connection with the Proposed Business Combination, which may have the effect of increasing the likelihood of completion of the Proposed Business Combination or decreasing the value of our securities.
At any time prior to the shareholder meeting in connection with the Proposed Business Combination, during a period when they are not then aware of any material non-public information regarding us or our securities, our executive officers and directors and their affiliates may enter into a written plan to purchase our securities pursuant to Rule 10b5-1 of the Exchange Act, and may engage in other public market purchases, as well as private purchases, of securities. Further, at any time prior to the shareholder meeting in connection with the Proposed Business Combination, during a period when they are not then aware of any material non-public information regarding us or our securities, our executive officers and directors and their respective affiliates may: (i) purchase shares from institutional and other holders who vote, or indicate an intention to vote, against the Proposed Business Combination or the other shareholder proposals to be described in our proxy statement/prospectus (the “Shareholder Proposals”), or who elect to redeem, or indicate an intention to redeem, public shares; (ii) execute agreements to purchase such shares from such holders in the future; and (iii) enter into transactions with such holders to provide such holders with incentives to acquire public shares, vote their public shares in favor of the Proposed Business Combination or the other Shareholder Proposals or not redeem their public shares. Such an agreement may include a contractual acknowledgement that such shareholder, although still the record holder of Class A ordinary shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our executive officers and directors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their public shares. While the exact nature of any such incentives has not been determined, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their public shares, including the granting of put options and the transfer of shares or Private Placement Warrants owned by the Sponsor for nominal value to such investors or holders. The purpose of such share purchases and other transactions by our executive officers and directors and their respective affiliates would be to increase the likelihood of satisfaction of the requirements that the holders of the requisite number of Class A ordinary shares present and voting at the shareholder meeting in connection with the Proposed Business Combination vote in favor of the Proposed Business Combination and the other Shareholder Proposals when it appears that such requirement would otherwise not be met. Any such arrangements may have a depressive effect on the price of the Class A ordinary shares. For example, as a result of these arrangements, an investor may have the ability to effectively purchase shares at a price lower than market price and may therefore be more likely to sell the shares it owns, either prior to or immediately after the shareholder meeting in connection with the Proposed Business Combination. As of the date of this Quarterly Report, our directors and officers and their affiliates have not entered into any such agreements. We will file a Current Report on Form 8-K to disclose arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Proposed Business Combination or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales
Refer to Items 1.01 and 3.02 in our Current Report on Form 8-K originally filed on August 5, 2025 and as amended on August 11, 2025 for information about unregistered sales of our equity securities during the quarter.
Use of Proceeds
In connection with the Initial Public Offering, we paid a total of $19,093,523, consisting of $5,250,000 of cash underwriting fee, $12,250,000 of deferred underwriting fee, and $1,593,523 of other offering costs. Of the gross proceeds received from the Initial Public Offering and the proceeds of the sale of the Sponsor Private Placement Units, an aggregate of $350,000,000 was placed in the trust account. The net proceeds of the Initial Public Offering and certain proceeds from the sale of the Private Placement Units are held in the trust account and invested as described elsewhere in this Quarterly Report on Form 10-Q. There has been no material change in the planned use of the proceeds from the Initial Public Offering and the private placements as is described in the Company’s final prospectus related to the Initial Public Offering.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
None.
Item 5. Other Information.
During the quarter ended
September 30, 2025,
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Item 6. Exhibits.
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| No. | Description of Exhibit | |
| 2.1 | Business Combination Agreement dated August 5, 2025, by and among EQV Ventures Acquisition Corp., Prometheus PubCo Inc., Prometheus PubCo Merger Sub Inc., Prometheus Holdings LLC, Prometheus Merger Sub LLC and Presidio Investment Holdings LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-42207) filed with the SEC on August 11, 2025). | |
| 3.1 | Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-42207) filed with the SEC on August 8, 2024). | |
| 10.1 | Sponsor Letter Agreement dated August 5, 2025, by and among EQV Ventures Acquisition Corp., EQV Ventures Sponsor LLC, Prometheus Holdings LLC, Presidio Investment Holdings LLC and certain individuals set forth therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-42207) filed with the SEC on August 11, 2025). | |
| 10.2+ | Form of Subscription Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-42207) filed with the SEC on August 11, 2025). | |
| 10.3† | Securities Purchase Agreement dated August 5, 2025, by and among EQV Ventures Acquisition Corp., Prometheus PubCo Inc. and Presidio Investment Holdings LLC and the purchasers set forth therein (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-42207) filed with the SEC on August 11, 2025). | |
| 10.4 | Form of Securities Contribution and Transfer Agreement, by and among EQV Ventures Acquisition Corp., EQV Ventures Sponsor LLC and the certain individuals set forth therein (PIPE Investors) (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-42207) filed with the SEC on August 11, 2025). | |
| 10.5 | Form of Securities Contribution and Transfer Agreement, by and among EQV Ventures Acquisition Corp., EQV Ventures Sponsor LLC and the certain individuals set forth therein (Rollover Members) (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 001-42207) filed with the SEC on August 11, 2025). | |
| 10.6+ | Agreement and Plan of Merger, dated August 5, 2025, by and among EQV Ventures Acquisition Corp., Prometheus PubCo Inc., EQVR Merger Sub LLC, EQV Resources Intermediate LLC, EQV Resources LLC and Presidio Investment Holdings LLC (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K (File No. 001-42207) filed with the SEC on August 11, 2025). | |
| 10.7 | Form of Rollover Agreement (Rollover Members) (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K (File No. 001-42207) filed with the SEC on August 11, 2025). | |
| 10.8 | Form of Rollover Agreement (Rollover Investors) (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K (File No. 001-42207) filed with the SEC on August 11, 2025). | |
| 31.1* | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2* | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS* | Inline XBRL Instance Document. | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document. | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * | Filed herewith. |
| ** | These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. |
| + | Certain schedules and similar attachments have been omitted. The Company agrees to furnish supplementally a copy of any omitted schedule or similar attachment to the SEC upon its request. |
| † | Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| EQV VENTURES ACQUISITION CORP. | ||
| Date: November 14, 2025 | By: | /s/ Jerome Silvey |
| Name: | Jerome Silvey | |
| Title: | Chief Executive Officer | |
| (principal executive officer) | ||
| Date: November 14, 2025 | By: | /s/ Tyson Taylor |
| Name: | Tyson Taylor | |
| Title: | President and Chief Financial Officer | |
| (principal financial and accounting officer) | ||
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