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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
February 10, 2026
EQV Ventures Acquisition Corp.
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-42207 |
|
98-1786998 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
|
1090 Center Drive
Park City, Utah |
|
84098 |
| (Address of principal executive offices) |
|
(Zip Code) |
(405) 870-3781
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☒ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share, $0.0001 par value per share, and one-third of one redeemable warrant |
|
FTW U |
|
New York Stock Exchange |
| Class A ordinary shares, par value $0.0001 per share |
|
FTW |
|
New York Stock Exchange |
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
FTW WS |
|
New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Explanatory Note
As previously announced, on August 5, 2025, EQV
Ventures Acquisition Corp., a Cayman Islands exempted company (“EQV”), entered into a Business Combination Agreement, as may
be amended, supplemented or otherwise modified from time to time (the transactions contemplated thereby, collectively, the “Business
Combination”), by and among EQV, Presidio PubCo Inc. (f/k/a Prometheus PubCo Inc.), a Delaware corporation and a direct, wholly-owned
subsidiary of EQV (“Presidio”), Prometheus PubCo Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary
of Presidio, Prometheus Holdings LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of EQV (“EQV Holdings”),
Prometheus Merger Sub LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of EQV Holdings and Presidio Investment
Holdings LLC, a Delaware limited liability company (“PIH”).
Item 8.01 Other Events.
On February 10, 2026, EQV issued a press release
announcing that PIH has mandated an affiliate of The Goldman Sachs Group, Inc. to arrange up to $1.0 billion in potential acquisition
financing following the completion of the Business Combination. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Forward-Looking Statements
This Form 8-K includes “forward-looking
statements.” These include the expectations, hopes, beliefs, intentions or strategies regarding the future for EQV, Presidio, EQV
Resources LLC (“EQV Resources”) or PIH, or those of their respective management teams. Forward-looking statements may be identified
by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,”
“expect,” “anticipate,” “believe,” “seek,” “potential,” “budget,”
“may,” “will,” “could,” “should,” “continue” or other similar expressions
that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include,
but are not limited to, statements regarding Presidio’s, PIH’s, EQV Resources’ and EQV’s expectations with respect
to future performance, the capitalization of EQV or Presidio after giving effect to the proposed business combination between EQV and
PIH (the “proposed business combination”) and related transactions with EQV Resources and expectations with respect to the
future performance and the success of the combined company following the consummation of the proposed business combination. These statements
are based on various assumptions, whether or not identified in this Form 8-K, and on the current expectations of Presidio’s, PIH’s,
EQV’s and EQV Resources’ management and are not predictions of actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as, and must not be relied upon by any investors as, a guarantee, an assurance,
a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict
and will differ from assumptions. Many actual events and circumstances are beyond the control of Presidio, PIH, EQV Resources and EQV.
These forward-looking statements are subject to a number of risks and uncertainties, including changes in business, market, financial,
political and legal conditions; benefits from hedges and expected production; the inability of the parties to successfully or timely consummate
the proposed business combination, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated
conditions that could adversely affect the combined company or the expected benefits of the proposed business combination or that the
approval of the shareholders of EQV is not obtained; failure to realize the anticipated benefits of the proposed business combination,
which may be affected by, among other things, competition, the ability of Presidio to grow and manage growth profitably, maintain key
relationships and retain its management and key employees; risks related to the uncertainty of the projected financial information with
respect to PIH or Presidio; risks related to PIH’s current growth strategy; the occurrence of any event, change or other circumstances
that could give rise to the termination of any definitive agreements with respect to the proposed business combination; the outcome of
any legal proceedings that may be instituted against any of the parties to the potential business combination following its announcement
and any definitive agreements with respect thereto; changes to the proposed structure of the proposed business combination that may be
required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the proposed
business combination; risks that PIH or Presidio may not achieve their expectations; the ability to meet stock exchange listing standards
following the proposed business combination; the risk that the proposed business combination disrupts the current plans and operations
of PIH; costs related to the potential business combination; changes in laws and regulations; risks related to the domestication of EQV
as a Delaware corporation; risks related to Presidio’s ability to pay expected dividends; the extent of participation in rollover
agreements; the amount of redemption requests made by EQV’s public equity holders; and the ability of EQV or Presidio to issue equity
or equity-linked securities or issue debt securities or enter into debt financing arrangements in connection with the proposed business
combination or in the future. Additional information concerning these and other factors that may impact such forward-looking statements
can be found in filings and potential filings by PIH, EQV, EQV Resources or Presidio resulting from the proposed business combination
with the U.S. Securities and Exchange Commission (the “SEC”), including under the heading “Risk Factors” in the
Registration Statement on Form S-4 (as amended, the “Registration Statement”) filed by Presidio, EQV Resources and PIH. If
any of these risks materialize or any assumptions prove incorrect, actual results could differ materially from the results implied by
these forward-looking statements. There may be additional risks that none of Presidio, PIH, EQV Resources nor EQV presently know or that
Presidio, PIH, EQV Resources or EQV currently believe are immaterial that could also cause actual results to differ from those contained
in the forward-looking statements. These forward-looking statements are provided for illustrative purposes only and are not intended to
serve as and must not be relied on by investors as a guarantee, an assurance, a prediction or a definitive statement of fact or probability.
In addition, forward-looking
statements reflect Presidio’s, PIH’s, EQV Resources’ and EQV’s expectations, plans or forecasts of future
events and views as of the date they are made. Presidio, PIH, EQV Resources and EQV anticipate that subsequent events and developments
will cause Presidio’s. PIH’s, EQV Resources’ and EQV’s assessments to change. However, while Presidio, PIH, EQV
Resources and EQV may elect to update these forward-looking statements at some point in the future, Presidio, PIH, EQV Resources and EQV
specifically disclaim any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as
representing Presidio’s, PIH’s, EQV Resources’ or EQV’s assessments as of any date subsequent to the date they
are made. Accordingly, undue reliance should not be placed upon the forward-looking statements. None of Presidio, PIH, EQV Resources,
EQV, or any of their respective affiliates have any obligation to update these forward-looking statements other than as required by law.
In addition, this Form 8-K contains certain information about the historical performance of PIH. You should not view information related
to the past performance of PIH as indicative of future results. Certain information set forth in this Form 8-K includes estimates and
targets and involves significant elements of subjective judgment and analysis. No representations are made as to the accuracy of such
estimates or targets or that all assumptions relating to such estimates or targets have been considered or stated or that such estimates
or targets will be realized.
Additional Information and Where to Find It
In connection with the proposed
business combination, Presidio, PIH and EQV Resources have filed the Registration Statement with the SEC, which includes a prospectus
with respect to the combined company’s securities to be issued in connection with the proposed business combination and a proxy
statement with respect to the shareholder meeting of EQV to vote on the proposed business combination. EQV, Presidio, EQV Resources and
PIH also plan to file other documents and relevant materials with the SEC regarding the proposed business combination. The Registration
Statement was declared effective by the SEC on January 30, 2026. Mailing of the definitive proxy statement/prospectus to EQV’s shareholders
of record as of January 30, 2026 commenced on January 30, 2026. The proxy statement/prospectus includes information regarding the persons
who may, under SEC rules, be deemed participants in the solicitation of proxies to EQV’s shareholders in connection with the proposed
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 PROPOSED BUSINESS COMBINATION THAT
HAVE BEEN AND WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING DECISION
WITH RESPECT TO THE PROPOSED BUSINESS COMBINATION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION
AND THE PARTIES TO THE PROPOSED 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 or Presidio 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 Form 8-K is not incorporated by reference
into, and is not a part of, this 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 EQV’s shareholder meeting. 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 annual
report on Form 10-K, filed with the SEC on March 31, 2025, the definitive proxy statement/prospectus, filed with the SEC on January 30,
2026, the Registration Statement and other relevant materials filed with the SEC in connection with the proposed 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, is set forth in the proxy statement/prospectus and the Registration Statement.
No Offer or Solicitation
This
Form 8-K shall not constitute a solicitation of any proxy, vote, consent or approval in any jurisdiction in connection with the proposed
business combination and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of EQV, PIH, EQV Resources
or Presidio, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended. This Form 8-K is restricted
by law; it is not intended for distribution to, or use by any person in, any jurisdiction in where such distribution or use would be contrary
to local law or regulation.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits. The following
exhibit is furnished with this Form 8-K:
| Exhibit No. |
|
Description of Exhibits |
| 99.1 |
|
Press Release dated February 10, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the inline XBRL document) |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| EQV Ventures Acquisition Corp. |
|
| |
|
| By: |
/s/ Tyson Taylor |
|
| |
Name: |
Tyson Taylor |
|
| |
Title: |
President and Chief Financial Officer |
|
Dated: February 10, 2026
Exhibit 99.1
Presidio Announces Proposed $1 Billion Acquisition
Financing Facility with Goldman Sachs
Acquisition Facility expected to accelerate
asset acquisition strategy
Fort Worth, TX, Feb. 10, 2026 (GLOBE NEWSWIRE) --
Presidio Investment Holdings LLC (“Presidio” or the “Company”), a differentiated oil and gas operator focused
on the acquisition and optimization of mature, producing oil and natural gas assets in the United States, and EQV Ventures Acquisition
Corp. (NYSE: FTW) (“FTW”), a special purpose acquisition company sponsored by EQV Group, today announced that Presidio has mandated
an affiliate of Goldman Sachs (NYSE: GS) to arrange up to $1.0 billion in potential acquisition financing for Presidio following the completion
of its business combination.
Goldman Sachs Bank USA with one or more of its
affiliates is expected to serve as sole lead arranger, structuring agent and syndication agent in up to $1.0 billion of potential acquisition
financing (the “Facility”). The parties have reached commercial agreement on certain high-level terms for the Facility. The
closing of the Facility remains subject to the negotiation and execution of terms and definitive transaction agreements, future acquisitions
of producing properties, and is subject to acquisition diligence and funding and other relevant approvals, and customary closing conditions.
The Facility is expected to provide Presidio with
significant capital flexibility to pursue acquisitions of producing oil and gas assets. The Facility is designed to support the aggregation
of assets prior to issuing long-term investment grade asset-backed securities, which may be used to repay such Facility. Presidio intends
to deploy the Facility to drive dividend growth and long-term shareholder returns by acquiring producing, cash-flowing assets and harvesting
meaningful upside through Presidio’s strategy of operational optimization. Presidio’s business model drives value through
the application of modern oilfield practices, proprietary technology including machine learning and AI, and strategic consolidation.
“Presidio pioneered the use of ABS to fund
producing oil and gas assets at scale—paving the way for the billions of ABS energy issuances since then—and is now pleased
about the opportunity to mandate Goldman Sachs to help us innovate further in the space. This new financing structure is intended to be
used at the signing of future acquisitions, allowing us to demonstrate surety of funding to sellers, at an attractive cost of capital
for Presidio. We believe this will enable us to capture more producing assets than we expected and enhance returns on equity,” said
Will Ulrich, Co-Founder and co-CEO of Presidio. “Goldman Sachs brings deep experience across energy investing, commodity based structured
capital solutions, and asset-backed financing. We are delighted to work with them to accelerate our growth.”
Chris Hammack, Co-Founder and co-CEO of Presidio,
continued, “we have an incredible track record of creating value by acquiring and optimizing producing oil and gas assets. I am
excited to implement both our existing optimization experience and new AI driven workflows to create shareholder value. This proposed
financing facility has the potential to provide capital to enhance our scale, so we can create alpha on new acquisitions.”
Rationale for the Facility:
| ● | Working with world-class, industry leading bank
experienced in securitizations and commodity-based capital solutions |
| ● | Expected to provide committed financing upon
signing future acquisitions of producing properties allowing for seller confidence in closing with an attractive cost of capital for the
Company |
| ● | Low-cost debt financing allows for future potential
dividend increases from acquisitions |
| ● | Flexibility to optimize timing of future long-term
investment grade Asset-Backed Security financing |
Business Combination Update
On January 30, 2026, the registration statement
on Form S-4 relating to the previously announced business combination (the “Business Combination”) between EQV and Presidio
was declared effective by the U.S. Securities and Exchange Commission. EQV shareholders will vote on the proposed business combination
at an extraordinary general meeting scheduled for February 27, 2026, with the combined entity expected to trade on the New York Stock
Exchange under the ticker symbol “FTW” upon closing.
About Presidio
Headquartered in Fort Worth, TX, Presidio is
a leading operator of mature oil and gas wells across the Mid-Continent. The company is focused exclusively on optimizing existing production
and generating sustainable cash flow from low-decline, producing assets. To learn more about Presidio, please visit https://bypresidio.com/.
About EQV Ventures Acquisition Corp.
EQV Ventures Acquisition Corp. (NYSE: FTW) is
a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation, share exchange,
asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. EQV’s
sponsor is an affiliate of EQV Group, which was formed in 2022 and is an active acquirer and operator of proved developed producing oil
and gas properties, and currently owns and operates more than 3,500 wells across 10 states.
About the Facility
Entry into the Facility is subject to consummation
of the Business Combination, the negotiation of definitive documentation and additional approvals by the parties thereto. Any future acquisitions
and associated capital commitments under the Facility will be subject to customary due diligence, approvals and additional documentation
between Presidio and Goldman Sachs. There is no guarantee that the Facility will be entered into on the foregoing terms or at all.
About Goldman Sachs
Goldman Sachs is a leading global financial institution
that delivers a broad range of financial services to a large and diversified client base that includes corporations, financial institutions,
governments and individuals. Founded in 1869, the firm is headquartered in New York and maintains offices in all major financial centers
around the world.
Forward-Looking Statements
This press release includes “forward-looking
statements.” These include EQV’s, Presidio Pubco Inc.’s (“Pubco”), EQVR’s or Presidio’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 Pubco’s, Presidio’s, EQVR’s and EQV’s expectations with respect to
future performance, the negotiation of definitive documentation regarding the Facility on the anticipated terms, the capitalization of
EQV or Pubco after giving effect to the proposed Business Combination and expectations with respect to the future performance and the
success of Pubco following the consummation of the proposed Business Combination, including Pubco’s ability to consummate acquisitions
and the realization of the benefits of such acquisitions. These statements are based on various assumptions, whether or not identified
in this press release, and on the current expectations of Pubco’s, Presidio’s, EQVR’s and EQV’s 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 Pubco, Presidio, EQVR and EQV. These forward-looking statements are subject to a number of
risks and uncertainties, including changes in business, market, financial, political and legal conditions; benefits from hedges and expected
production; the inability of the parties to successfully or timely consummate the proposed Business Combination, including the risk that
any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect Pubco or
the expected benefits of the proposed Business Combination or that the approval of the shareholders of EQV is not obtained; the inability
of Pubco to negotiate definitive documentation and enter into the Facility on the anticipated terms or at all; failure to realize the
anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of Pubco
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 Presidio or Pubco; risks related to Presidio’s current growth strategy; the
occurrence of any event, change or other circumstances that could give rise to the termination of any definitive agreements with respect
to the proposed Business Combination; the outcome of any legal proceedings that may be instituted against any of the parties to the potential
Business Combination following its announcement and any definitive agreements with respect thereto; changes to the proposed structure
of the proposed Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition
to obtaining regulatory approval of the proposed Business Combination; risks that Presidio or Pubco may not achieve their expectations;
the ability to meet stock exchange listing standards following the proposed Business Combination; the risk that the proposed Business
Combination disrupts the current plans and operations of Presidio; costs related to the potential Business Combination; changes in laws
and regulations; risks related to the domestication of EQV as a Delaware corporation; risks related to Pubco’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 Pubco to issue equity or equity-linked securities or issue debt securities or enter into debt financing arrangements
in connection with the proposed Business Combination or in the future. Additional information concerning these and other factors that
may impact such forward-looking statements can be found in filings and potential filings by Presidio, EQV, EQVR or Pubco resulting from
the proposed Business Combination with the SEC, including under the heading “Risk Factors” in the Registration Statement.
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 Pubco, Presidio, EQVR nor EQV presently know or that Pubco,
Presidio, EQVR 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
Pubco’s, Presidio’s, EQVR’s and EQV’s expectations, plans or forecasts of future events and views as of the date
they are made. Pubco, Presidio, EQVR and EQV anticipate that subsequent events and developments will cause Pubco’s, Presidio’s,
EQVR’s and EQV’s assessments to change. However, while Pubco, Presidio, EQVR and EQV may elect to update these forward-looking
statements at some point in the future, Pubco, Presidio, EQVR 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 Pubco’s, Presidio’s, EQVR’s 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 Pubco, Presidio, EQVR or EQV, or any of their respective affiliates have any obligation to update these forward-looking
statements other than as required by law.
Additional Information and Where to Find It
In connection with the proposed Business Combination,
Pubco, EQVR and Presidio filed the Registration Statement with the SEC, which includes a prospectus with respect to Pubco’s securities
to be issued in connection with the proposed Business Combination and a proxy statement with respect to the shareholder meeting of EQV
to vote on the proposed Business Combination. EQV, Pubco, EQVR and Presidio also plan to file other documents and relevant materials with
the SEC regarding the proposed Business Combination. The Registration Statement was declared effective by the SEC on January 30, 2026.
Mailing of the definitive Proxy Statement/Prospectus to EQV’s shareholders of record as of January 30, 2026 commenced on January
30, 2026. The Proxy Statement/Prospectus includes information regarding the persons who may, under SEC rules, be deemed participants in
the solicitation of proxies to EQV’s shareholders in connection with the proposed 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 PROPOSED BUSINESS COMBINATION THAT HAVE BEEN AND WILL BE FILED WITH THE SEC CAREFULLY
AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED BUSINESS COMBINATION BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND THE PARTIES TO THE PROPOSED BUSINESS COMBINATION.
Shareholders are able to obtain free copies of the Proxy Statement/Prospectus and other documents containing important information about
Pubco, Presidio, EQVR 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 or Pubco 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 press release is not incorporated by reference into, and is not a part of, this press release.
Participants in the Solicitation
EQV, Presidio, EQVR, Pubco 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 EQV’s shareholder meeting. 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 annual report on Form 10-K, filed
with the SEC on March 31, 2025, the definitive Proxy Statement/Prospectus, filed with the SEC on January 30, 2026, the Registration Statement
and other relevant materials filed with the SEC in connection with the proposed 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, is set forth in the definitive Proxy Statement/Prospectus and the Registration Statement.
No Offer or Solicitation
This press release shall not constitute a solicitation
of any proxy, vote, consent or approval in any jurisdiction in connection with the proposed Business Combination and shall not constitute
an offer to sell or a solicitation of an offer to buy the securities of EQV, PIH, EQVR or Pubco, 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 press release is restricted by law; it is not intended for distribution
to, or use by any person in, any jurisdiction in where such distribution or use would be contrary to local law or regulation.
Presidio Media and Investor Contact:
Presidio@icrinc.com
For EQV:
IR@eqvventures.com
Source: EQV Ventures Acquisition Corp.