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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):
September 8, 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 transactions contemplated thereby, collectively,
the “Business Combination”), by and among EQV, Prometheus PubCo Inc., a Delaware corporation and a direct, wholly-owned subsidiary
of EQV (“PubCo”), Prometheus PubCo Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of PubCo,
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 September 8, 2025, EQV
and PIH jointly announced the public filing of a registration statement on Form S-4 (File No. 333-290090) (the “Registration
Statement”) by PubCo with the U.S. Securities and Exchange Commission (the “SEC”) on September 8, 2025 relating to the
previously announced Business Combination with PIH.
The
Registration Statement contains a preliminary proxy statement of EQV and a prospectus of PubCo in connection with the proposed Business
Combination. While the Registration Statement has not yet become effective and the information contained therein is subject to change,
it provides important information about EQV, PubCo, PIH and 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 EQV’s, PubCo’s 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 Pubco’s, PIH’s and EQV’s
expectations with respect to future performance, 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.
These statements are based on various assumptions, whether or not identified in this Form 8-K, and on the current expectations of PubCo’s,
PIH’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, PIH 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; 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 PIH or PubCo; 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 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 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 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 PIH, EQV 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, PIH nor EQV presently know or that PubCo, PIH 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, PIH’s and EQV’s expectations, plans or forecasts of future events and views as of the date they are made. PubCo,
PIH and EQV anticipate that subsequent events and developments will cause PubCo’s, PIH’s and EQV’s assessments to change.
However, while PubCo, PIH and EQV may elect to update these forward-looking statements at some point in the future, PubCo, PIH 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, PIH’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, PIH, 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,
EQV and PubCo 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 preliminary proxy statement with respect to the shareholder meeting
of EQV to vote on the proposed Business Combination. EQV, PubCo and PIH also plan to file other documents and relevant materials with
the SEC regarding the proposed Business Combination. The Registration Statement has not yet been declared effective by the SEC. After
the Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus will be mailed to the shareholders
of EQV as of the record date to be established for voting on 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 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, PIH, 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 Form 8-K is not incorporated
by reference into, and is not a part of, this Form 8-K.
Participants in the Solicitation
EQV, PIH, 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, 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 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, will be set forth in the preliminary proxy statement/prospectus included
in 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 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 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 September 8, 2025 |
| 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: September 8, 2025
