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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 23, 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.
Item
7.01. Regulation FD Disclosure.
On February 23, 2026, Presidio
Investment Holdings LLC (“PIH”) published a video (the “Video”) on its website, which can be accessed at https://bypresidio.com/investors/.
The transcript of the Video is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information
contained in this Item 7.01, including Exhibit 99.1, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to liabilities of that section, and shall not be incorporated by reference into any filings made by EQV
Ventures Acquisition Corp. (“EQV”) under the Securities Act of 1933, as amended (the “Securities Act”), or
the Exchange Act, except as expressly set forth by specific reference in such filing.
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 PubCo Inc. (“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.
Non-GAAP Financial Information
This Form 8-K also includes
certain forward-looking projections of financial measures not presented in accordance with generally accepted accounting principles (“GAAP”)
that are not reconcilable with GAAP measures due to their inherent uncertainty. Due to the forward-looking nature of such forward-looking
non-GAAP financial measures used herein, management of Presidio and EQV cannot reliably predict certain of the necessary components of
the most directly comparable forward-looking GAAP measures. Accordingly, PIH is unable to present a quantitative reconciliation of such
forward-looking non-GAAP financial measures to their most directly comparable forward-looking GAAP financial measures without unreasonable
effort. Amounts excluded from these non-GAAP measures in future periods could be significant.
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. 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 |
|
Video Transcript. |
| 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 23, 2026
Exhibit 99.1
[00:00:06.10] - Introduction
The Presidio Business Model: A Different Approach to Generating Steady
Income from American Energy. Presidio offers yield in the form of a dividend, backed by strong hedged revenue from stable oil and gas
wells. We don’t drill, we produce and distribute the cash flow to our shareholders. How does it work? We produce from thousands of oil
and gas wells, which we operate efficiently by cutting costs and optimizing Production. These are real assets generating cash every day.
How impactful can that be? We’ve historically cut operating costs by 47% within the first year while maintaining stable production. We
pass this profit onto our shareholders through our dividend. Further, to ensure our dividend is stable, we hedge commodity price, typically
for five plus years, taking the risk out of the commodity game. Our secret? We treat every well, every route, as a business whose objective
is cash flow. We push information, authority, and action down to the field operators closest to the wells. They run the business. They
create cash flow. They attack everything from labor, compression, and chemicals to soap sticks and everything in between. And here’s what
makes us different. We don’t drill. We’ve never drilled a well. That means stability and predictable cash flows in every environment.
Even when the markets move. What’s next? We have a proven operational playbook for acquiring and optimizing producing assets. We intend
to continue executing that strategy; acquiring producing oil and gas wells, optimizing production, reducing operating costs, and enhancing
cash flow. The Presidio Model. Simple. Stable. Yield.
[00:02:05.12] - Will Ulrich
The cool thing about Presidio is that it started with two friends and
an idea. And the idea was that we wanted to do things better than they had ever been done in the oil field before.
[00:02:13.06] - Chris Hammack
If you think about oil and gas and two guys wanting to start a company,
what makes more sense than a Harvard finance guy and an Aggie engineer?
[00:02:19.10] - Will Ulrich
We wanted to create a new business that was really a strategy focused
on generating equity returns that were leading in the industry and also generating returns to those investors in the form of ongoing dividends
and distributions. Our first acquisition as a private company, our mission at that point was go 10x the company and we did it within 12
months. We were the first private business to be doing this strategy. We’ve perfected it as a private company and now we’re taking that
successful private company public.
[00:02:53.03] - Chris Hammack
So Will and I met back in 2012, I believe. The company that he was
working for actually, we merged a company that I was working for together, one of the partners of.
[00:03:01.02] - Will Ulrich
We worked together for a period of time. We did a bunch of acquisitions
together. We traveled the country.
[00:03:05.01] - Chris Hammack
Will and I got to know each other really, really well. We got to do
a lot of deals together to get to know each other on that side.
[00:03:10.17] - Will Ulrich
He eventually moved on to a different business and then we reunited
in 2016 to start Presidio. So I’ve always been kind of a contrarian. I think if you talk to my parents, maybe they would have even a different
word for it as a kid, but I’ve been an entrepreneur for a long time and I had learned a lot about the industry, but I was still young
enough to want to be disruptive.
[00:03:30.18] - Chris Hammack
I think when we started, the idea was, what was this business plan
going to be? Was it going to be something we had done before? Was it going to be some variation of what most people were doing at the
time?
[00:03:38.21] - Will Ulrich
I wanted to be a real technology first oil and gas company, which didn’t
exist at that time in 2016. Really, I didn’t even know what it meant, but I knew I had to surround myself with experts and partners and
people who could really drive forward the vision for being a digitally forward oil and gas company.
[00:03:56.01] - Chris Hammack
You know, in those days, you know, we were, you know, if you’re not
drilling, it’s not thrilling or whatever the saying is. And so the idea was, what’s the opposite of that? And so the premise was, what’s
wrong with just going and buying existing assets and making them better? We wanted something that was easy to understand, that’s easy
to model, that there’s a lot of ways to win in this equation and not a whole lot of ways to lose.
[00:04:18.08] - Will Ulrich
We’ve never drilled an oil and gas well. It’s a very different strategy.
[00:04:21.14] - Chris Hammack
We are very much focused on the more mature assets and not focused
on development assets. We’ll speak to investors and talk to people, tell them about the business model and what we do and how we don’t
drill and how we create returns, and then 20 minutes later, somebody’s asking me, “Well, what do you do with drilling?” I’m
like, “We don’t drill. We’ve never drilled an oil and gas well. We’re never gonna drill an oil and gas well.”
[00:04:40.05] - Will Ulrich
Our business is focused on the last 70 years of those wells. This is
a pure cash flow PDP, Proved Developed Producing business where we essentially produce oil and gas from wells. We hedge the revenue associated
with that production and so we create a steady revenue stream. We have our fixed operating expenses, we have some amortization on our
debt and the balance we pay as a fixed dividend to our shareholders. It’s lower risk, it’s low decline production, it’s hedged production
and hedged revenues, it’s the operating expenses that are managed every single day to be the lowest level possible, and it results in
a strong fixed dividends that we can sustain for the future.
[00:05:27.19] - Will Ulrich
The typical oil and gas company is investing in developing properties,
and most businesses are geared towards new drilling, higher declines, not really focused on managing the full life cycle of the well,
but more focused on managing the first 30 days or 60 days or year of a well’s production, which involves taking risk. It involves taking
enormous amounts of capital into these kind of discrete projects. The problem there was that they weren’t really generating any returns
from all that capital. Our decline profile is much lower, so our production only declines about 8% a year compared to the industry, which
declines probably on average 30 to 40%. It causes us to focus exclusively on the efficiency of those wells from both a production standpoint
and from an operating expense standpoint.
[00:06:14.22] - Chris Hammack
And there’s just really nobody in that space right now that knows how
to do what we do.
[00:06:20.06] - Will Ulrich
I jokingly say that then for a long time nothing happened because as
we went out with the idea there was very little interest in a strategy that didn’t involve just massive amounts of drilling.
[00:06:32.16] - Chris Hammack
There were times we looked at each other and said, you know, how much
longer do we have?
[00:06:36.02] - Will Ulrich
But rather than give up, we kind of recommitted to the strategy.
[00:06:42.18] - Will Ulrich
We called it a 21st century E&P company. And that was really across,
you know, three main ideas. You know, one idea was contrarian thinking. The second idea was systems over goals. And the third idea was
that every company needs to be a tech company. Our mantra is to push decision making as far down into the organization as possible. If
you allow people to go and kind of be their own entrepreneurs, which is, you know, pushing that entrepreneurial mindset across the entire
business, turns out they do really awesome things.
[00:07:13.07] - Chris Hammack
We do a lot of things here in Fort Worth on the technical side, but
really the kind of the secret sauce is the empowerment of our field guys.
[00:07:19.09] - Will Ulrich
A guy who’s driving around out in the field tending a set of wells
where his mission is to make those the most efficient wells possible. And we empower him with the ability to make decisions, we give him
the information that it takes for him to make those good decisions, and to the extent that he needs something new developed from a technological
perspective, we’ll work on developing that for him.
[00:07:40.02] - Chris Hammack
As you factor in what AI can do for us, is a guy might not see a nuance
in some pressures or flow rates or something like that on a day to day or like a weekly basis, AI can look for anomalies and say, “Hey,
maybe you ought to take a look at this.” We have a very concise thesis and it hasn’t changed, right? It’s about this profitability
at the well, and everybody in this company knows what that thesis is. All we focus on every day is margin. It’s not necessarily how much
production you can get. It’s not necessarily how much lower you can get expenses. It’s the right match in there to say, “Okay, where
do we maximize profitability?” And that’s our job. That’s our job every day.
[00:08:15.21] - Will Ulrich
Chris and I always had a vision to take this company public. We wanted
a permanent source of capital. We’ve built an incredible machine here to go and acquire and optimize these assets. And it wasn’t something
that we wanted to just go sell. It was something where we wanted to create a venture where we can go and access capital from the public
markets, access additional private capital to be able to grow really at a much bigger rate than we have as a private company.
[00:08:43.00] - Chris Hammack
We’re not going public on an idea. We’re going public on a thesis that
has been tried and true.
[00:08:49.19] - Will Ulrich
The dividend strategy is simple. It’s a fixed annual dividend paid
out of the cash flow from these producing oil and gas assets, and we’re going to increase it over time by acquiring additional cash flows
from additional assets. Our growth will come through acquisitions, and so there is a massive opportunity to go buy assets in today’s oil
and gas market. Our acquisition backlog has grown over the last several months from $5 billion to $15 billion, and we think we can buy
these properties at attractive prices and through our optimization drive really incredible industry leading returns. We’re offering an
industry leading fixed dividend of 13% per year. We’re going to grow that dividend over time and as a result we’ll be generating additional
cash flow for investors and we’ll be investing it at rates that far exceed our cost of capital which is going to drive that long term
appreciation in the stock price.
[00:09:43.17] - Will Ulrich
Our dollars were the first dollars into this company, and our dollars
continue to be in this company. If we were going to be in this business together for 20 or 30 years, that at the end of the day, our legacy
was going to be these guys were known as the most efficient operators and the most efficient capital allocators most consistently across
cycles. They’ve removed kind of the boom and bust that this industry has lived with for the last 150 years. You know, we’re not here to
cash out. We’re here to be the long term stewards of this business, and we’re even going to take 100% of what we’ve earned over the last
seven years and put those chips back into the middle of the table.
[00:10:18.18] - Chris Hammack
It definitely shows 100% alignment in the fact that we’re buying in
to exactly what we’re trying to tell everybody else to get so excited about, right?
[00:10:31.03] - Will Ulrich
To us, you know, going public, it’s the American dream. You think back
to when we started this company, Chris and I were paying salaries out of our checking accounts and that was eight years ago and we’ve
gone from that to listing on the New York Stock Exchange here in a few weeks.
[00:10:43.04] - Chris Hammack
We can feel the wave of what’s coming. The idea of getting ahead of
this and being the first company that’s out there that just focuses on this. Now the idea of going out and building a public company and
having public intake on what we want to do and what we’re going to do, I think makes all the sense in the world.
[00:10:58.15] - Will Ulrich
The long-term vision is to go from the $700 million enterprise that
we are as a company going public today to a $7 billion enterprise in the near future.
[00:11:07.18] - Chris Hammack
We love to tell the story. We love to tell about where we started.
We love to tell about where we’re at. We love to talk about where we’re going.
[00:11:12.23] - Will Ulrich
There’s no piece of the modern lifestyle that doesn’t get touched every
single day by this industry. As a result, it’s really dynamic and interesting and despite the kind of rumors of its death, it’s an industry
that’s going to be around for a long period of time.
[00:11:27.08] - Chris Hammack
If there was a message to deliver, it’d be, “Get on board. Let’s
go.”
