false
0002021042
0002021042
2026-01-30
2026-01-30
0002021042
FTW:UnitsEachConsistingOfOneClassOrdinaryShare0.0001ParValuePerShareAndOnethirdOfOneRedeemableWarrantMember
2026-01-30
2026-01-30
0002021042
FTW:ClassOrdinarySharesParValue0.0001PerShareMember
2026-01-30
2026-01-30
0002021042
FTW:RedeemableWarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember
2026-01-30
2026-01-30
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
January 30, 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 (“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
January 30, 2026, EQV and PIH jointly announced that, on January 30, 2026, the U.S. Securities and Exchange Commission (the “SEC”)
declared effective the registration statement on Form S-4 (File No. 333-290090) (as amended, the “Registration Statement”)
filed by PubCo with the SEC relating to the previously announced Business Combination. The Registration Statement was originally filed
on September 5, 2025.
The
Registration Statement contains a proxy statement of EQV and a prospectus of PubCo in connection with the proposed Business Combination.
The Registration Statement, and the proxy statement/prospectus contained within, provides important information about EQV, PubCo, PIH,
EQV Resources LLC, a Delaware limited liability company 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 the expectations, hopes, beliefs, intentions or strategies regarding the future for EQV Ventures Acquisition
Corp. (“EQV”), Presidio PubCo Inc. (“Presidio”), EQV Resources LLC (“EQV Resources”) or Presidio Investment
Holdings LLC (“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 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 relect 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 January 30, 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: January 30, 2026
