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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
August 5, 2025
EQV Ventures Acquisition Corp.
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-42207 |
|
98-1786998 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
|
1090 Center Drive
Park City, Utah |
|
84098 |
| (Address of principal executive offices) |
|
(Zip Code) |
(405) 870-3781
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share, $0.0001 par value per share, and one-third of one redeemable warrant |
|
EQVU |
|
New York Stock Exchange |
| Class A ordinary shares, par value $0.0001 per share |
|
EQV |
|
New York Stock Exchange |
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
EQVW |
|
New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Explanatory Note
As previously announced, on August 5, 2025, EQV
Ventures Acquisition Corp., a Cayman Islands exempted company (“EQV”), entered into a Business Combination Agreement (as may
be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement” and the transactions
contemplated thereby, collectively, the “Business Combination” or the “Merger”), by and among EQV, Prometheus
PubCo Inc., a Delaware corporation and a direct, wholly-owned subsidiary of EQV (“Presidio”), Prometheus PubCo Merger Sub
Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Presidio (“EQV Merger Sub”), Prometheus Holdings LLC,
a Delaware limited liability company and a direct, wholly-owned subsidiary of EQV (“EQV Holdings”), Prometheus Merger Sub
LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of EQV Holdings (“Presidio Merger Sub”) and
Presidio Investment Holdings LLC, a Delaware limited liability company (“PIH”). This Amendment No. 1 to the Current Report
on Form 8-K (this “Current Report”) is being filed to describe the material terms of the Business Combination Agreement and
related agreements, which are filed as exhibits herewith.
Item 1.01 Entry into a Material Definitive Agreement
Business Combination Agreement
The Business Combination Agreement and the Business Combination have
been approved by the respective governing bodies of each of the parties thereto.
Pursuant to the Business
Combination Agreement, among other things:
(i) EQV 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 EQV, 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 EQV (“EQV Class A Common Stock”) and (b) each issued and outstanding warrant to purchase one Class A ordinary
share in the capital of EQV 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 EQV, with EQV as the surviving company in the merger and with EQV
shareholders receiving one share of Class A common stock, par value $0.0001 per share, of Presidio (“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 will change its name to “Presidio Production Company” and Presidio will receive a managing member
interest in EQV Holdings. After giving effect to such merger, EQV will survive as a wholly owned subsidiary of Presidio (“EQV Surviving
Subsidiary”), 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.
At the Closing of the Business Combination (the “Closing”
and such date, the “Closing Date”) (i) Presidio shall contribute to EQV Surviving Subsidiary all of its assets and liabilities
(excluding its interest in EQV Surviving Subsidiary), (ii) in exchange therefor, EQV Surviving Subsidiary shall issue to Presidio (A)
a number of Common Shares of EQV Surviving Subsidiary (“EQV Surviving Subsidiary Common Shares”) which shall equal the number
of total shares of Presidio Class A Common Stock issued and outstanding immediately after the Closing (giving effect to the EQV Share
Redemption), (B) a number of Class A Preferred Shares of EQV Surviving Subsidiary equal to the number of Presidio’s Series A preferred
stock, par value $0.0001 per share (the “Preferred Shares”) outstanding and (C) a number of warrants to purchase EQV Surviving
Subsidiary Common Shares which shall equal the number of Presidio warrants outstanding immediately after the Closing, (iii) EQV shall
then contribute to EQV Holdings all of its assets and liabilities (excluding its interests in EQV Holdings and the shares being redeemed),
including cash held by EQV, and (iv) in exchange therefor, EQV Holdings shall issue to EQV (A) a number of EQV Holdings Common Units which
shall equal the number of total shares of Presidio Class A Common Stock issued and outstanding immediately after the Closing (giving effect
to the EQV Share Redemption), (B) a number of Class A Preferred Units of EQV Holdings equal to the number of Preferred Shares outstanding
and (C) a number of warrants to purchase EQV Holdings Common Units which shall equal the number of Presidio warrants outstanding immediately
after the Closing.
Following
the Business Combination, holders of common units (“EQV Holdings Common Units”) of EQV Holdings (other than Presidio) will
have the right (an “exchange right”), subject to certain limitations, to exchange Presidio Interests (each consisting of one
EQV Holdings Common Unit and one share of Class B common stock, par value $0.0001 per share, of Presidio (“Presidio Class B Share”
and, together with an EQV Holdings Common Unit, a “Presidio Interest”)) for, at Presidio’s option, (i) shares of Presidio
Class A Common Stock on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations
and the like (collectively, “adjustments”), or (ii) a corresponding amount of cash. Presidio’s decision to make a cash
payment or issue shares upon an exercise of an exchange right will be made by Presidio’s independent directors.
Holders
of EQV Holdings Common Units (other than Presidio) will generally be permitted to exercise the exchange right on a quarterly basis, subject
to certain de minimis allowances. In addition, additional exchanges may occur in connection with certain specified events, and any exchanges
involving more than a specified number of EQV Holdings Common Units (subject to Presidio’s discretion to permit exchanges of a lower
number of units) may occur at any time with advanced notice. The exchange rights will be subject to certain limitations and restrictions
intended to reduce the administrative burden of exchanges upon Presidio and ensure that EQV Holdings will continue to be treated as a
partnership for U.S. federal income tax purposes.
Representations and Warranties
The
Business Combination Agreement contains customary representations and warranties of the parties thereto with respect to, among other things:
entity organization and formation; non-contravention; capital structure; authorization to enter into the Business Combination Agreement;
licenses and permits; taxes; financial statements; real property; material contracts; intellectual property; oil and gas matters; absence
of material changes following the most recent audited financial statements, undisclosed liabilities, and any material adverse effect;
labor matters; employee benefit plans; insurance; compliance with laws; environmental matters; litigation; brokerage fees and commissions;
transactions with affiliates; trade and anti-corruption compliance; data protection; information technology; and regulatory matters. The
representations and warranties of the parties do not survive the Closing.
Covenants
The
Business Combination Agreement includes covenants of PIH with respect to the operation of the business prior to consummation of the Business
Combination. The Business Combination Agreement also contains additional covenants of the parties, including, among others, those relating
to (a) the use of reasonable best efforts to consummate the Business Combination and (b) the preparation and filing of a registration
statement on Form S-4 relating to the Business Combination (the “Registration Statement”) and containing a proxy statement
and prospectus of EQV and Presidio (the “Proxy Statement/Prospectus”), among other filings, with the U.S. Securities and Exchange
Commission (the “SEC”). The Business Combination Agreement also contains exclusivity provisions prohibiting PIH and its subsidiaries
and affiliates, on the one hand, and EQV, on the other hand, from initiating, soliciting, entertaining or otherwise encouraging a competing
transaction (as more specifically described in the Business Combination Agreement) or entering into any contracts or agreements in connection
therewith.
Conditions to Consummation
of the Business Combination
In
addition to customary conditions of the respective parties and conditions customary to special purpose acquisition companies, consummation
of the Business Combination is generally subject to (i) the absence of any law or governmental order, threatened or pending, preventing
the consummation of the Business Combination, (ii) receipt of requisite approval for consummation of the Business Combination from EQV’s
shareholders, (iii) approval of the EQV shares being issued in connection with the Business Combination (including the Private Financings
(as defined below)) for listing and (iv) effectiveness and continued effectiveness at the time of the Closing of the Registration Statement.
Additionally, the obligation
of PIH to consummate the Business Combination is further conditioned upon (i) the satisfaction of a minimum cash condition,
which requires that EQV, Presidio, EQV Holdings, EQV Resources LLC, a Delaware limited liability company (“EQV Resources”),
and PIH, in the aggregate, have at least $140,197,687 in available cash at Closing, subject to certain deductions, and (ii) the occurrence
of all conditions precedent to the consummation of the transactions contemplated by the EQV Resources Merger Agreement (as defined below),
which generally provides for the acquisition via merger by Presidio of EQV Resources.
Termination
The Business Combination Agreement may be terminated by the parties
thereto under certain customary and limited circumstances at any time prior to Closing, including, without limitation, by mutual written
consent or if the Business Combination has not been consummated on or before the date that is six months following the date of the Business
Combination Agreement (February 5, 2026), which date will be extended automatically for up to 60 days (April 6, 2026) to the extent the
Parties are continuing to work in good faith toward Closing.
Governance
Pursuant
to the Business Combination Agreement, effective at the Closing, the initial board of directors of Presidio will consist of a slate of
initial directors mutually agreeable to the parties to the Business Combination Agreement and subject to certain director appointment
rights of Sponsor and certain other investors as described further herein. Following the Closing, as discussed further below, under the
Registration and Stockholders’ Rights Agreement, Sponsor or its permitted transferees will have the right to designate two directors
so long as they own in the aggregate greater than 20% of Presidio’s common equity and one director so long as they own in the aggregate
greater than 10% of Presidio’s common equity. In addition, subject to certain conditions, so long as any Series A Perpetual Preferred
Shares (defined below) remain outstanding, the Company’s Certificate of Designation (defined below) will provide holders of a majority
of the then issued and outstanding Preferred Shares the right to elect one Series A Director (as defined therein) and, in certain circumstances,
two additional Preferred Directors (as defined therein).
A
copy of the Business Combination Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The foregoing description of the Business Combination Agreement and the Business Combination is not complete and is subject to, and qualified
in its entirety by, reference to the actual agreement. The Business Combination Agreement contains representations, warranties and covenants
that the respective parties made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions
embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are
subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. They are not
intended to provide any other factual information about the parties to the Business Combination Agreement. In particular, the assertions
embodied in the representations and warranties in the Business Combination Agreement were made as of a specified date, may be modified
or qualified by information in one or more confidential disclosure letters prepared in connection with the execution and delivery of the
Business Combination Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material
to investors, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties
in the Business Combination Agreement are not necessarily characterizations of the actual state of facts about EQV, PIH or the other parties
to the Business Combination Agreement at the time they were made or otherwise and should only be read in conjunction with the other information
that EQV or Presidio makes publicly available in reports, statements and other documents filed with the SEC.
Sponsor Letter
Agreement
In
connection with signing the Business Combination Agreement, EQV, EQV Ventures Sponsor LLC, a Delaware limited liability company (“Sponsor”),
Presidio, EQV Holdings, PIH and certain members of EQV’s board of directors and/or management (the “Insiders”) entered
into a letter agreement, dated August 5, 2025 (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 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 EQV prior to Closing, (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 EQV, (d) Sponsor agreed to subject certain of its shares of Class B common stock, par value $0.0001 per share, of EQV (“EQV
Class B Shares”) to vesting (or forfeiture) on the basis of achieving certain trading price thresholds during the first five years
following the Closing pursuant to an earnout program, (e) Sponsor agreed to subject certain of its EQV Class B Shares to time vesting
during the first three years following the Closing 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 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 EQV, Presidio, EQV Merger Sub, EQV Holdings,
and Presidio Merger Sub or any other anti-dilution or similar protection with respect to any equity interests in EQV, as more fully set
forth in the Sponsor Letter Agreement.
Pursuant
to the Sponsor Letter Agreement, 1,904,891 shares of EQV Class B Shares held by Sponsor will be subject to forfeiture, and vest in two
equal 50% increments if, over any 20 trading days within any 30 consecutive trading-day period during the five years following the Closing,
the trading share price of the Presidio Class A Common Stock is greater than or equal to $12.50 per share and $15.00 per share, respectively
(or if Presidio consummates a sale that would value such shares at the aforementioned thresholds).
Pursuant
to the Sponsor Letter Agreement, immediately following the Closing, 3,809,783 EQV Class B Shares held by Sponsor, as may be adjusted for
stock splits, stock dividends, reorganizations, recapitalizations and the like or exchanged for Presidio Class A Common Stock pursuant
to the Business Combination Agreement and any newly issued Presidio Class A Common Stock resulting from dividends owed to Sponsor pursuant
to the terms of the Sponsor Letter Agreement, will be subject to forfeiture and shall vest in three tranches, with one-third of such shares
vesting on the date that is 12 months following the Closing, one-half of the remainder of such shares vesting on the date that is 24 months
following the Closing and the remaining of such shares vesting on the date that is 36 months following the Closing.
Sponsor
and the Insiders also agreed to be bound by certain “lock-up” provisions. Pursuant to the terms and conditions of the Sponsor
Letter Agreement, 1,904,891 of Sponsor’s equity interests in EQV will be restricted from transfer for a period ending on the earlier
of the date (i) that is 12 months following the Closing Date and (ii) upon which Presidio completes a liquidation, merger, share exchange
or other similar transaction following the Closing Date that results in all the equityholders of Presidio having the right to exchange
their shares of Presidio Class A Common Stock for cash, securities or other property, subject to customary exceptions and potential early-release
150 days after the Closing based on the stock price sustaining specified price thresholds for 20 trading days within any 30 consecutive
trading-day period.
The
foregoing description of the Sponsor Letter Agreement is qualified in its entirety by reference to the full text of the Sponsor Letter
Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Subscription Agreements
On
August 5, 2025, EQV and Presidio entered into subscription agreements (each, a “Subscription Agreement”) with certain investors
(the “PIPE Investors”) (and may enter into, before the Closing, 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 EQV
and Presidio 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 a purchase price of $10.00 per share, on the terms and subject to the conditions set forth therein (the “PIPE
Financing”). Each Subscription Agreement contains customary representations and warranties of EQV and Presidio, on the one hand,
and the PIPE Investor, on the other hand, and customary conditions to closing, including the consummation of the Business Combination
immediately following the consummation of the PIPE Financing. In connection with the Closing and pursuant to the Sponsor Share Transfer
and Contribution Agreement, certain PIPE Investors are receiving in the aggregate 565,217 shares of Presidio Class A Common Stock in connection
with the Sponsor surrendering 565,217 EQV Class B Shares to EQV, the net effect of which is that the PIPE Financing is not dilutive to
a $10.00 per share valuation of EQV.
The
form of Subscription Agreement is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The foregoing description of the Subscription Agreement is not complete and is subject to, and qualified in its entirety by, reference
to the form filed herewith.
Preferred Investment
In
connection with the Business Combination, EQV, Presidio and PIH entered into a Series A Preferred Securities Purchase Agreement (the “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, the Preferred Investors
will purchase in a private placement from Presidio 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 (the “Preferred Investor Warrants”) for a cash purchase price of $123,750,00 (the “Preferred Investment”
and together with the PIPE Financing, the “Private Financings”). The Series A Perpetual Preferred Shares will have the rights,
preferences, and privileges set forth in Presidio’s Certificate of Designation of Preferences, Rights and Limitations of Series
A Perpetual Preferred Stock (the “Certificate of Designation”).
At
the closing of the Preferred Investment, each Preferred Investor will receive Preferred Shares and Preferred Investor Warrants to purchase
a specified number of shares of Presidio Class A Common Stock, as set forth in the Securities Purchase Agreement. The Preferred Investor
Warrants will have an exercise price of $0.01, subject to adjustment as provided therein, and may be exercised for cash or on a cashless
basis. The Preferred Investor Warrants will become exercisable in two tranches, with 50% exercisable six months following the Closing
and 50% exercisable 12 months following the Closing, and have a term of exercise equal to five years from the applicable exercise date,
as provided further in the Preferred Investor Warrants. Presidio shall use its best efforts to register the Class A Common Stock underlying
the Preferred Investor Warrants on a resale registration statement within 45 days following the Closing.
The
Securities Purchase Agreement contains customary representations and warranties by EQV, PIH, and the Preferred Investors, including with
respect to organization, authority, enforceability, compliance with laws, absence of conflicts, and the validity of the Preferred Shares
and Preferred Investor Warrants to be issued. In addition, subject to certain conditions, so long as any Series A Perpetual Preferred
Shares remain outstanding, the Company’s Certificate of Designation will provide holders of a majority of the then issued and outstanding
Preferred Shares the right to elect one Series A Director (as defined therein) and, in certain circumstances, two additional Preferred
Directors (as defined therein).
The
Preferred Investment is expected to be consummated substantially concurrently with the Closing of the Business Combination, and the proceeds
from the Preferred Investment will be used to fund the transactions contemplated by the Business Combination Agreement and for general
corporate purposes. The closing of the Preferred Investment is conditioned upon, and will occur substantially concurrently with, the consummation
of the Business Combination.
The Securities
Purchase Agreement is attached as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference. The form of
Certificate of Designation and form of Preferred Investor Warrant are attached as Exhibits A and B, respectively, to the Securities Purchase
Agreement and are incorporated herein by reference. The foregoing description of the Securities Purchase Agreement, Certificate of Designation
and Preferred Investor Warrants is not complete and is subject to, and qualified in its entirety by, reference to the actual agreement
and forms, as applicable, incorporated herein by reference.
Sponsor Share Transfer and Contribution
Agreement
In connection with the Business Combination and the PIPE Financing, on August 5, 2025, EQV, Presidio, 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
following the 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 Class B ordinary shares of EQV to EQV as a contribution to capital at Closing
and, in exchange, Presidio agreed to issue 565,217 shares of Presidio Class A Common Stock to the Rollover Members.
The
foregoing description of the Sponsor Share Transfer and Contribution Agreement is qualified in its entirety by reference to the full text
of the forms of the Sponsor Share Transfer and Contribution Agreement for each of the PIPE Investors and the Rollover Members, copies
of which are filed as Exhibits 10.4 and 10.5 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
Agreement and Plan of Merger
In connection with the Business Combination, EQV and PIH negotiated
the acquisition of all of the issued and outstanding equity interests of EQV Resources via merger (the “EQV Resources Acquisition”)
and, contemporaneous with the execution of the Business Combination Agreement, EQV, Presidio, EQVR Merger Sub LLC, a Delaware limited
liability company and a direct wholly owned subsidiary of Presidio, EQV Resources Intermediate LLC, a Delaware limited liability company
(“EQVR Intermediate”), EQV Resources and PIH entered into an agreement and plan of merger (the “EQV Resources Merger
Agreement”), pursuant to which EQV and Presidio 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.
The
foregoing description of the EQV Resources Merger Agreement is qualified in its entirety by reference to the full text of the EQV Resources
Merger Agreement, a copy of which is filed as Exhibit 10.6 to this Current Report on Form 8-K and is incorporated herein by reference.
Rollover Agreement
In
connection with the Business Combination, contemporaneously with the execution and delivery of the Business Combination Agreement, EQV,
EQV Holdings, PIH, certain existing investors (the “Rollover Investors”) and certain unitholders of PIH (“PIH Unitholders”)
entered into those certain rollover agreements, dated as of August 5, 2025 (each, a “Rollover Agreement”, and collectively,
the “Rollover Agreements”, and, such PIH Unitholders, the “Rollover Members”), pursuant to which the Rollover
Units of 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 EQV Holdings Common Units and the right to purchase the Presidio Class B Units at par value.
The
forms of Rollover Agreement for each of the Rollover Members and the Rollover Investors are attached as Exhibit 10.7 and 10.8 to this
Current Report on Form 8-K, respectively, and are incorporated herein by reference. The foregoing description of the Rollover Agreements
is not complete and is subject to, and qualified in its entirety by, reference to the forms filed herewith.
Agreements to be
Executed at Closing
The
Business Combination Agreement also contemplates the execution by the parties of various agreements at Closing, including, among others,
the agreements described below.
Registration and Stockholders’
Rights Agreement
In connection with Closing, EQVR Intermediate, certain holders of PIH
equity, certain members of Presidio’s management and Sponsor (collectively, the “Registration Rights Parties”), EQV,
EQV Holdings, and Presidio will enter into a registration and stockholders’ rights agreement (the “Registration and Stockholders’
Rights Agreement”). Under the Registration and Stockholders’ Rights Agreement, Sponsor or its permitted transferees will have
the right to designate two directors so long as they own in the aggregate greater than 20% of Presidio’s common equity and one director
so long as they own in the aggregate greater than 10% of Presidio’s common equity.
Pursuant
to the terms of the Registration and Stockholders’ Rights Agreement, the Registration Rights Parties will be granted certain customary
registration rights, including demand and piggyback rights. In addition, certain of the Registration Rights Parties will agree, subject
to the terms provided therein, that each such party will not transfer any of its registrable securities under the Registration and Stockholders’
Rights Agreement for a period ending 180 days after the Closing.
The
foregoing description of the Registration and Stockholders’ Rights Agreement is qualified in its entirety by reference to the full
text of the form of Registration and Stockholders’ Rights Agreement, a copy of which is attached as Exhibit K to the Business Combination
Agreement and is incorporated herein by reference.
Amended and Restated
Limited Liability Company Agreement
Following the Business Combination, Presidio will be organized in an
“Up-C” structure, such that Presidio and the subsidiaries of Presidio will hold and operate substantially all of the assets
and business of PIH, and Presidio will be a publicly listed holding company that will hold equity interests in EQV. At Closing, EQV Holdings
will amend and restate its limited liability company agreement (as amended, the “A&R LLC Agreement”) in its entirety to,
among other things, provide its equityholders with the right to redeem their Units for Presidio Class A Common Stock or, at Presidio’s
option, cash, in each case, subject to certain restrictions set forth therein.
The
foregoing description of the A&R LLC Agreement is qualified in its entirety by reference to the full text of the form of the Form
of A&R LLCA, which is attached as Exhibit H to the Business Combination Agreement and is incorporated herein by reference.
Item 3.02 Unregistered
Sales of Equity Securities.
Certain
securities to be issued pursuant to the Business Combination Agreement, the Rollover Agreement, the Sponsor Share Transfer and Contribution
Agreement, and each Subscription Agreement, and the securities to be issued in connection with the Preferred Financings will not be registered
under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance on the exemption from
registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction
by an issuer not involving a public offering. The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated
by reference into this Item 3.02.
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements.”
These include EQV’s, Presidio’s, EQV Resources’ or PIH’s or their management teams’ expectations, hopes,
beliefs, intentions or strategies regarding the future. Forward-looking statements may be identified by the use of words such as “estimate,”
“plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,”
“believe,” “seek,” “potential,” “budget,” “may,” “will,” “could,”
“should,” “continue” or other similar expressions that predict or indicate future events or trends or that are
not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding Presidio’s,
PIH’s, EQV Resources’ and EQV’s expectations with respect to future performance, the capitalization of EQV or Presidio
after giving effect to the Business Combination and related transactions with EQV Resources and expectations with respect to the future
performance and the success of Presidio following the consummation of the Business Combination. These statements are based on various
assumptions, whether or not identified in this Current Report on Form 8-K, and on the current expectations of Presidio’s, PIH’s,
EQV’s and EQV Resources’ management and are not predictions of actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as, and must not be relied upon by any investors as, a guarantee, an assurance,
a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict
and will differ from assumptions. Many actual events and circumstances are beyond the control of Presidio, PIH, EQV Resources and EQV.
These forward-looking statements are subject to a number of risks and uncertainties, including changes in business, market, financial,
political and legal conditions; benefits from hedges and expected production; the inability of the parties to successfully or timely consummate
the Business Combination, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated
conditions that could adversely affect Presidio or the expected benefits of the Business Combination or that the approval of the shareholders
of EQV is not obtained; failure to realize the anticipated benefits of the Business Combination, which may be affected by, among other
things, competition, the ability of Presidio to grow and manage growth profitably, maintain key relationships and retain its management
and key employees; risks related to the uncertainty of the projected financial information with respect to PIH or Presidio; risks related
to PIH’s current growth strategy; the occurrence of any event, change or other circumstances that could give rise to the termination
of any definitive agreements with respect to the Business Combination; the outcome of any legal proceedings that may be instituted against
any of the parties to the potential business combination following its announcement and any definitive agreements with respect thereto;
changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations
or as a condition to obtaining regulatory approval of the Business Combination; risks that PIH or Presidio may not achieve their expectations;
the ability to meet stock exchange listing standards following the Business Combination; the risk that the Business Combination disrupts
the current plans and operations of PIH; costs related to the potential business combination; changes in laws and regulations; risks related
to the domestication; risks related to Presidio’s ability to pay expected dividends; the extent of participation in rollover agreements;
the amount of redemption requests made by EQV’s public equity holders; and the ability of EQV or Presidio to issue equity or equity-linked
securities or issue debt securities or enter into debt financing arrangements in connection with the Business Combination or in the future.
Additional information concerning these and other factors that may impact such forward-looking statements can be found in filings and
potential filings by PIH, EQV or Presidio resulting from the Business Combination with the SEC, including under the heading “Risk
Factors.” If any of these risks materialize or any assumptions prove incorrect, actual results could differ materially from the
results implied by these forward-looking statements. There may be additional risks that none of Presidio, PIH, EQV Resources nor EQV presently
know or that Presidio, PIH, EQV Resources or EQV currently believe are immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. These forward-looking statements are provided for illustrative purposes only and are
not intended to serve as and must not be relied on by investors as a guarantee, an assurance, a prediction or a definitive statement of
fact or probability.
In
addition, forward-looking statements reflect Presidio’s, PIH’s, EQV Resources’ and EQV’s expectations, plans or
forecasts of future events and views as of the date they are made. Presidio, PIH, EQV Resources and EQV anticipate that subsequent events
and developments will cause Presidio’s. PIH’s, EQV Resources’ and EQV’s assessments to change. However, while
Presidio, PIH, EQV Resources and EQV may elect to update these forward-looking statements at some point in the future, Presidio, PIH,
EQV Resources and EQV specifically disclaim any obligation to do so, except as required by law. These forward-looking statements should
not be relied upon as representing Presidio’s, PIH’s, EQV Resources’ or EQV’s assessments as of any date subsequent
to the date they are made. Accordingly, undue reliance should not be placed upon the forward-looking statements. None of Presidio, PIH,
EQV Resources, EQV, or any of their respective affiliates have any obligation to update these forward-looking statements other than as
required by law. In addition, this Current Report on Form 8-K contains certain information about the historical performance of PIH. You
should not view information related to the past performance of PIH as indicative of future results. Certain information set forth in this
Current Report on Form 8-K includes estimates and targets and involves significant elements of subjective judgment and analysis. No representations
are made as to the accuracy of such estimates or targets or that all assumptions relating to such estimates or targets have been considered
or stated or that such estimates or targets will be realized.
Additional Information
and Where to Find It
In
connection with the Business Combination, EQV and Presidio plan to file the Registration Statement with the SEC, which will include a
prospectus with respect to Presidio’s securities to be issued in connection with the Business Combination and a preliminary proxy
statement with respect to the shareholder meeting of EQV to vote on the Business Combination. EQV, Presidio and PIH also plan to file
other documents and relevant materials with the SEC regarding the Business Combination. After the Registration Statement is declared effective
by the SEC, the definitive proxy statement/prospectus included in the Registration Statement will be mailed to the shareholders of EQV
as of the record date to be established for voting on the Business Combination. SECURITY HOLDERS OF EQV AND OTHER INTERESTED PARTIES ARE
URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS AND RELEVANT MATERIALS
RELATING TO THE BUSINESS COMBINATION THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BEFORE
MAKING ANY VOTING DECISION WITH RESPECT TO THE BUSINESS COMBINATION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS
COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION. Shareholders are able to obtain free copies of the proxy statement/prospectus
and other documents containing important information about Presidio, PIH, EQV Resources and EQV once such documents are filed with the
SEC through the website maintained by the SEC at http://www.sec.gov. In addition, the documents filed by EQV may be obtained free of charge
from EQV at www.eqvventures.com. Alternatively, these documents, when available, can be obtained free of charge from EQV upon written
request to EQV Ventures Acquisition Corp., 1090 Center Drive, Park City, Utah, 84098, Attn: Secretary, or by calling (405) 870-3781. The
information contained on, or that may be accessed through the websites referenced in this Current Report on Form 8-K is not incorporated
by reference into, and is not a part of, this Current Report on Form 8-K.
Participants in the
Solicitation
EQV, EQV Resources, PIH, Presidio and their respective directors and
executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of EQV in connection with the
Business Combination. Security holders may obtain more detailed information regarding the names, affiliations and interests of certain
of EQV’s executive officers and directors in the solicitation by reading EQV’s final prospectus related to its initial public
offering filed with the SEC on August 8, 2024, the definitive proxy statement/prospectus, which will become available after the Registration
Statement has been declared effective by the SEC, and other relevant materials filed with the SEC in connection with the Business Combination
when they become available. Information concerning the interests of EQV’s participants in the solicitation, which may, in some cases,
be different from those of EQV’s shareholders generally, will be set forth in the preliminary proxy statement/prospectus included
in the Registration Statement.
No Offer or Solicitation
This Current Report on Form
8-K shall not constitute a solicitation of any proxy, vote, consent or approval in any jurisdiction in connection with the Business Combination
and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of EQV, PIH, EQV Resources or Presidio,
nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful
prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended. This Current Report on Form 8-K is restricted
by law; it is not intended for distribution to, or use by any person in, any jurisdiction in which such distribution or use would be contrary
to local law or regulation.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 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 |
| |
|
|
| 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 |
| |
|
|
| 10.2* |
|
Form of Subscription Agreement |
| |
|
|
| 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 |
| |
|
|
| 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) |
| |
|
|
| 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) |
| |
|
|
| 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 |
| |
|
|
| 10.7 |
|
Form of Rollover Agreement (Rollover Members) |
| |
|
|
| 10.8 |
|
Form of Rollover Agreement (Rollover Investors) |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * |
Certain schedules and similar attachments have been omitted. EQV 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. |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Dated: August 11, 2025 |
EQV VENTURES ACQUISITION CORP. |
| |
|
| |
By: |
/s/ Tyson Taylor |
| |
Name: |
Tyson Taylor |
| |
Title: |
President and Chief Financial Officer |
