EQV Ventures (NYSE: EQV) details Presidio merger, PIPE and preferred financing in proxy

Rhea-AI Filing Summary

EQV Ventures Acquisition Corp. and Presidio PubCo Inc. are soliciting approval of a business combination and registering up to 65,791,172 shares of Presidio Class A common stock and 11,887,499 warrants. The deal will de‑SPAC EQV, domesticate it from Cayman to Delaware, and rename entities as part of a multi‑step merger with Presidio Investment Holdings LLC and EQV Resources LLC.

Funding for the combined oil and gas business will come from approximately $370,528,054 in EQV’s trust as of January 8, 2026, an $87.5 million PIPE at $10.00 per share, and about $123.75 million of Series A preferred equity with attached penny‑exercise warrants. The transaction requires EQV to have at least $140,197,687 of Available Cash at closing, which the companies state could be met even if all 35,000,000 public shares are redeemed.

Post‑closing ownership of Presidio Class A stock will vary with redemptions: public holders are projected to own 57.08% in a no‑redemption case and 12.55% under a maximum contractual redemption scenario. Sponsor, PIPE investors, PIH rollover holders and EQVR Intermediate own the rest. The sponsor and insiders receive substantial equity, board representation rights, earn‑out and lock‑up structures, creating potential conflicts of interest that are highlighted for shareholders.

EQV’s board unanimously recommends voting in favor of the business combination, domestication, new governing documents, stock issuance, a 2026 equity incentive plan and a possible meeting adjournment. Public shareholders may redeem their Class A shares for cash at about $10.59 per share as of January 8, 2026, subject to a 15% cap per holder group without EQV consent.

Insights

Capital markets and SPAC structure analyst

EQV’s de‑SPAC with Presidio is heavily pre‑financed, but involves meaningful dilution and sponsor incentives.

The transaction converts EQV into a Delaware corporation, combines it with Presidio Investment Holdings and EQV Resources, and creates a listed upstream energy group. Cash sources include the trust’s $370,528,054, an $87.5 million PIPE at $10.00 per share, and $123.75 million of Series A preferred with attached warrants.

The capital stack is complex: preferred investors receive 125,000 perpetual preferred shares and 937,500 penny‑exercise warrants, while PIPE investors add 8,750,000 common shares plus 565,217 additional shares via sponsor contributions. These layers, along with public and rollover equity, expand the fully diluted base even before earn‑outs and other warrants.

Pro forma ownership shows public shareholders’ stake ranging from 57.08% in a no‑redemption case to 12.55% under the maximum contractual redemption scenario, with sponsor, PIPE investors, PIH rollover holders and EQVR Intermediate taking the balance. The business combination requires at least $140,197,687 of Available Cash at closing; based on stated funding, the companies indicate this condition can be met even if all 35,000,000 public shares are redeemed.

Sponsor and insider economics are significant: up to 7,622,037 Class A shares for the sponsor (including 1,905,509 earn‑out shares), 400,000 Class A shares and 133,333 private placement warrants from IPO units, and additional shares for directors. Board designation rights, earn‑out vesting tied to share‑price hurdles, and lock‑ups are clearly disclosed as potential conflicts, emphasizing the need to understand how these incentives align with long‑term value creation.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_______________________________

SCHEDULE 14A

_______________________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant		☒
Filed by a party other than the Registrant		☐

Check the appropriate box:

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

EQV Ventures Acquisition Corp.

(Name of Registrant as Specified In Its Charter)

_________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF
EQV VENTURES ACQUISITION CORP.

(A CAYMAN ISLANDS EXEMPTED COMPANY)

PROSPECTUS FOR UP TO 65,791,172 SHARES OF CLASS A COMMON STOCK AND
11,887,499 WARRANTS TO PURCHASE SHARES OF COMMON STOCK OF
PRESIDIO PUBCO INC. (F/K/A PROMETHEUS PUBCO INC.)

(PRESIDIO PUBCO INC. TO BE RENAMED “PRESIDIO PRODUCTION COMPANY”
IN CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HEREIN)

_______________________

To the Shareholders of EQV Ventures Acquisition Corp.:

You are cordially invited to attend an extraordinary general meeting (the “extraordinary general meeting”) of the shareholders of EQV Ventures Acquisition Corp., an exempted company incorporated in the Cayman Islands (“EQV”), which will be held virtually at https://www.virtualshareholdermeeting.com/FTW2026SM at 9:00 a.m., Eastern Time, on February 27, 2026. To better meet practical needs, we have determined that the extraordinary general meeting will be a virtual meeting conducted exclusively via live webcast. You will be able to attend the extraordinary general meeting online, vote at the extraordinary general meeting and submit your questions during the extraordinary general meeting by visiting https://www.virtualshareholdermeeting.com/FTW2026SM. The meeting webcast will begin promptly at 9:00 a.m., Eastern Time. You may access the meeting 15 minutes prior to the start time, and you should allow ample time for the check-in procedures. Because the extraordinary general meeting will be a completely virtual meeting, there will be no physical location for shareholders to attend. The extraordinary general meeting has been called to approve the Business Combination (as defined below), among other things.

On August 5, 2025, EQV entered into a Business Combination Agreement (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement” and the transactions contemplated thereby, collectively, the “Business Combination”) 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 (“EQV Merger Sub”), Prometheus Holdings LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of EQV (“EQV Holdings”), Prometheus Merger Sub LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of EQV Holdings (“Presidio Merger Sub”) and Presidio Investment Holdings LLC, a Delaware limited liability company (“PIH”). For purposes of this document, “we” and “our” refers to EQV, PIH or Presidio, as the context may require.

Pursuant to the Business Combination Agreement, among other things:

(i)     EQV will change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and registering by way of continuation and domesticating as a corporation incorporated under the laws of the State of Delaware, upon which (a) each then issued and outstanding Class A ordinary share of EQV, par value $0.0001 (the “Class A Shares”), will convert automatically, on a one-for-one basis, to a share of Class A common stock, par value $0.0001 per share, of EQV (“EQV Class A Common Stock”), (b) each issued and outstanding warrant to purchase one Class A ordinary share in the capital of EQV at a price of $11.50 per share (the “EQV public warrants”) will convert automatically, on a one-for-one basis, into a whole warrant exercisable for one share of EQV Class A Common Stock and (c) the name of EQV will be changed from “EQV Ventures Acquisition Corp.” to “Presidio MidCo Inc.” (the “Domestication”); and

(ii)    Following the Domestication, EQV Merger Sub will merge with and into EQV, with EQV as the surviving company in the merger and with (a) EQV shareholders receiving one share of Class A common stock, par value $0.0001 per share, of Presidio (“Presidio Class A Common Stock”) for each share of EQV Class A Common Stock held by such shareholder and (b) each EQV public warrant converting automatically, on a one-for-one basis, into a whole warrant exercisable for one share of Presidio Class A Common Stock, in accordance with the terms of the Business Combination Agreement, and upon which Presidio will change its name to “Presidio Production Company.” After giving effect to such merger, EQV will survive as a wholly owned subsidiary of Presidio (“EQV Surviving Subsidiary”), following which, Presidio Merger Sub will merge with and into PIH, with PIH as the surviving company in the merger, all on the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with applicable law.

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At the closing of the Business Combination (the “Closing” and such date, the “Closing Date”) (i) Presidio shall contribute to EQV Surviving Subsidiary all of its assets and liabilities (excluding its interest in EQV Surviving Subsidiary), (ii) in exchange therefor, EQV Surviving Subsidiary shall issue to Presidio (A) a number of common shares of EQV Surviving Subsidiary (“EQV Surviving Subsidiary Common Shares”) which shall equal the number of total shares of Presidio Class A Common Stock issued and outstanding immediately after the Closing (giving effect to the redemption of public shares), (B) a number of Class A Preferred Shares of EQV Surviving Subsidiary equal to the number of Preferred Shares (as defined below) outstanding and (C) a number of warrants to purchase EQV Surviving Subsidiary Common Shares which shall equal the number of Presidio warrants outstanding immediately after the Closing, (iii) EQV Surviving Subsidiary shall then contribute to EQV Holdings all of its assets and liabilities (excluding its interests in EQV Holdings and the shares being redeemed), including cash held by EQV, and (iv) in exchange therefor, EQV Holdings shall issue to EQV Surviving Subsidiary (A) a number of common units of EQV Holdings (“EQV Holdings Common Units”) which shall equal the number of total shares of EQV Class A Common Stock issued and outstanding immediately after the Closing (giving effect to the redemption of public shares), (B) a number of Class A preferred units of EQV Holdings equal to the number of Preferred Shares outstanding and (C) a number of warrants to purchase EQV Holdings Common Units which shall equal the number of EQV warrants outstanding immediately after the Closing.

Following the Business Combination, holders of EQV Holdings Common Units (other than Presidio) will have the right (an “exchange right”), subject to certain limitations, to exchange Presidio Interests (each consisting of one EQV Holdings Common Unit and one share of Class B common stock, par value $0.0001 per share, of Presidio (“Presidio Class B Common Stock” and, together with an EQV Holdings Common Unit, a “Presidio Interest”)) for, at Presidio’s option, (i) shares of Presidio Class A Common Stock on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like (collectively, “adjustments”), or (ii) a corresponding amount of cash. Presidio’s decision to make a cash payment or issue shares upon an exercise of an exchange right will be made by Presidio’s independent directors.

Holders of EQV Holdings Common Units (other than Presidio) will generally be permitted to exercise the exchange right on a quarterly basis, subject to certain de minimis allowances. In addition, additional exchanges may occur in connection with certain specified events, and any exchanges involving more than a specified number of EQV Holdings Common Units (subject to Presidio’s discretion to permit exchanges of a lower number of units) may occur at any time with advanced notice. The exchange rights will be subject to certain limitations and restrictions intended to reduce the administrative burden of exchanges upon Presidio and ensure that EQV Holdings will continue to be treated as a partnership for U.S. federal income tax purposes.

If EQV does not complete the Business Combination with PIH for any reason, EQV would need to search for another target business with which to complete a business combination. If EQV does not complete the Business Combination with PIH or a business combination with another target business by August 8, 2026, or such later date as may be approved by EQV’s shareholders (if extended), EQV must cease all operations except for the purpose of winding up, as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the amount then held in EQV’s trust account (the “Trust Account”) that holds proceeds of EQV’s initial public offering (the “IPO”), including interest earned on funds held in the Trust Account (less permitted withdrawals, taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish the rights of holders of Class A Shares (including the right to receive further liquidation distributions, if any) and as promptly as reasonably possible following such redemption, subject to the approval of EQV’s remaining shareholders and the directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. The Sponsor has no redemption rights in the event a business combination is not effected in the required time period and, accordingly, its Class B Shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to the EQV warrants. Accordingly, such EQV warrants will expire worthless.

On November 3, 2025, EQV changed the ticker symbols for its securities. As a result, the Class A Shares and EQV public warrants exercisable for Class A Shares are currently listed on the New York Stock Exchange (the “NYSE”) under the symbols “FTW” and “FTW WS,” respectively. Certain Class A Shares and certain EQV public warrants currently trade as units (the “Public Units”), each of which consists of one Class A Share and one-third of one redeemable EQV public warrant. The Public Units are listed on the NYSE under the symbol “FTW U.” The Public Units will automatically separate into their component securities upon consummation of the Business Combination and, as a result, will no

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longer trade as an independent security. We intend to apply to list the Presidio Class A Common Stock and the warrants exercisable for Presidio Class A Common Stock on the NYSE or any successor thereof under the symbols “FTW” and “FTW WS,” respectively, upon the Closing and the corresponding delisting of EQV in connection therewith.

Following the Closing, Presidio will acquire all of the issued and outstanding equity interests of EQV Resources LLC, a Delaware limited liability company (“EQVR”) via merger pursuant to and on the terms and subject to the conditions set forth in the agreement and plan of merger, dated as of August 5, 2025, by and among EQV, Presidio, EQVR Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Presidio (“EQVR Merger Sub”), EQVR, EQV Resources Intermediate LLC, a Delaware limited liability company (“EQVR Intermediate”) and PIH, solely for the limited purposes set forth therein (the “EQVR Merger Agreement”).

In connection with the Closing, EQVR Intermediate, EQV Ventures Sponsor LLC, a Delaware limited liability company (the “Sponsor”), certain holders of PIH equity and certain members of Presidio’s management (collectively, the “Registration Rights Parties”), EQV, EQV Holdings, and Presidio will enter into a registration and stockholders’ rights agreement (the “Registration and Stockholders’ Rights Agreement”). Under the Registration and Stockholders’ Rights Agreement, the Sponsor or its permitted transferees will have the right to designate two directors for appointment or election to the board of directors (the “Presidio Board”) of Presidio (the “Sponsor Directors”) so long as they own in the aggregate greater than 20% of Presidio’s common equity and one director so long as they own in the aggregate greater than 10% of Presidio’s common equity. Pursuant to the terms of the Registration and Stockholders’ Rights Agreement, the Registration Rights Parties, and each of their permitted transferees, will be granted certain customary registration rights, including demand and piggyback rights. In addition, certain of the Registration Rights Parties will agree, subject to the terms provided therein, that each such party will not transfer any of its registrable securities under the Registration and Stockholders’ Rights Agreement for a period ending 180 days after the Closing.

Concurrently with the execution of the Business Combination Agreement, on August 5, 2025, EQV, the Sponsor, Presidio, EQV Holdings, PIH and certain members of EQV’s board of directors and/or management (the “Insiders”) entered into a letter agreement (the “Sponsor Letter Agreement”), pursuant to which (a) each of the Sponsor and the Insiders agreed to vote in favor of the Business Combination Agreement and the Business Combination, (b) each of the Sponsor and the Insiders agreed to be bound by certain restrictions on transfer with respect to their equity interests in EQV prior to Closing, (c) the Sponsor agreed to be bound by certain lock-up provisions during the post-Closing lock-up periods described therein with respect to its equity interests in EQV, (d) the Sponsor agreed to subject certain of its Class B ordinary shares, par value $0.0001 per share, of EQV (the “Class B Shares” and, together with the Class A Shares, the “Ordinary Shares”) to vesting (or forfeiture) on the basis of achieving certain trading price thresholds during the first five years following the Closing pursuant to an earnout program, (e) the Sponsor agreed to subject certain of its Class B Shares to time vesting during the first three years following the Closing pursuant to a dividend reinvestment program, which will fall away on the basis of achieving certain trading price thresholds during the first three years following the Closing and (f) the Sponsor and the Insiders agreed to waive any adjustment to the conversion ratio set forth in the respective governing documents of any of EQV, Presidio, EQV Merger Sub, EQV Holdings, and Presidio Merger Sub or any other anti-dilution or similar protection with respect to any equity interests in EQV, as more fully set forth in the Sponsor Letter Agreement.

Pursuant to the Sponsor Letter Agreement, 1,905,509 Class B Shares held by the Sponsor will be subject to forfeiture, and vest in two equal 50% increments if, over any 20 trading days within any 30 consecutive trading-day period during the five years following the Closing, the trading share price of the Presidio Class A Common Stock is greater than or equal to $12.50 per share and $15.00 per share, respectively (or if Presidio consummates a sale that would value such shares at the aforementioned thresholds).

Pursuant to the Sponsor Letter Agreement, immediately following the Closing, 3,811,019 Class B Shares held by the Sponsor, as may be adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like or exchanged for Presidio Class A Common Stock pursuant to the Business Combination Agreement and any newly issued Presidio Class A Common Stock resulting from dividends owed to the Sponsor pursuant to the terms of the Sponsor Letter Agreement, will vest in three tranches, with one-third of such shares vesting on the date that is 12 months following the Closing, one-half of the remainder of such shares vesting on the date that is 24 months following the Closing and the remaining of such shares vesting on the date that is 36 months following the Closing.

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Sponsor and the Insiders also agreed to be bound by certain “lock-up” provisions. Pursuant to the terms and conditions of the Sponsor Letter Agreement, 1,905,509 of the Sponsor’s equity interests in EQV will be restricted from transfer for a period ending on the earlier of the date (i) that is 12 months following the Closing Date and (ii) upon which Presidio completes a liquidation, merger, share exchange or other similar transaction following the Closing Date that results in all the equityholders of Presidio having the right to exchange their shares of Presidio Class A Common Stock for cash, securities or other property, subject to customary exceptions and potential early-release 150 days after the Closing based on the stock price sustaining specified price thresholds for 20 trading days within any 30 consecutive trading-day period.

Material Financing Transactions

PIPE Financing

Concurrently with the execution of the Business Combination Agreement, on August 5, 2025, EQV and Presidio entered into subscription agreements (each, a “Subscription Agreement”) with certain investors (the “PIPE Investors”) (and may enter into, before the Closing, additional agreements with additional PIPE Investors on the same forms, as applicable) pursuant to which, among other things, the PIPE Investors have agreed to subscribe for and purchase, and EQV and Presidio have agreed to issue and sell to the PIPE Investors, an aggregate of 8,750,000 shares of Presidio Class A Common Stock following the Domestication for a purchase price of $10.00 per share, on the terms and subject to the conditions set forth therein (the “PIPE Financing”). Each Subscription Agreement contains customary representations and warranties of EQV and Presidio, on the one hand, and the PIPE Investor, on the other hand, and customary conditions to closing, including the consummation of the Business Combination immediately following the consummation of the PIPE Financing.

Preferred Financing

Concurrently with the execution of the Business Combination Agreement, on August 5, 2025, EQV, Presidio and PIH entered into a Series A Preferred Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain investors (the “Preferred Investors”), pursuant to which and subject to the satisfaction of the closing conditions contained therein, immediately prior to or substantially concurrently with the Closing, the Preferred Investors will purchase in a private placement from Presidio an aggregate of 125,000 Series A perpetual preferred shares with a stated value of $1,000 per preferred share (the “Preferred Shares”) and warrants to purchase 937,500 shares of Presidio Class A Common Stock with an exercise price of $0.01 per warrant (the “Preferred Investor Warrants”) for a cash purchase price of $123,750,000 (net of all applicable original issue discounts) (the “Preferred Financing”). The Preferred Shares will have the rights, preferences, and privileges set forth in Presidio’s Certificate of Designation of Preferences, Rights and Limitations of Series A Perpetual Preferred Stock (the “Certificate of Designation”) and certain holders of the Preferred Shares will have certain rights pursuant to the Preferred Stockholders’ Agreement.

At the closing of the Preferred Financing, each Preferred Investor will receive Preferred Shares and Preferred Investor Warrants to purchase a specified number of shares of Presidio Class A Common Stock, as set forth in the Securities Purchase Agreement. In addition, Presidio will enter into a Preferred Stockholders’ Agreement with certain Preferred Investors. The Preferred Investor Warrants will have an exercise price of $0.01, subject to adjustment as provided therein, and may be exercised for cash or on a cashless basis. The Preferred Investor Warrants will become exercisable in two tranches, with 50% exercisable six months following the Closing and 50% exercisable 12 months following the Closing, and have a term of exercise equal to five years from the applicable exercise date, as provided further in the Preferred Investor Warrants. Presidio shall use commercially reasonable efforts to file a resale registration statement within 45 days following the Closing to register the Presidio Class A Common Stock underlying the Preferred Investor Warrants, subject to certain conditions.

The Securities Purchase Agreement contains customary representations and warranties by EQV, PIH, and the Preferred Investors, including with respect to organization, authority, enforceability, compliance with laws, absence of conflicts, and the validity of the Preferred Shares and Preferred Investor Warrants to be issued. In addition, subject to certain conditions, so long as any Preferred Shares remain outstanding, Presidio’s Certificate of Designation will provide holders of a majority of the then issued and outstanding Preferred Shares the right to elect one Series A Director (as defined therein) and, in certain circumstances, two additional Preferred Stock Directors (as defined therein).

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In connection with the Business Combination, contemporaneously with the execution and delivery of the Business Combination Agreement, EQV, EQV Holdings, PIH, certain existing investors and certain unitholders of PIH (the “PIH Rollover Holders”) entered into those certain rollover agreements, dated as of August 5, 2025 (each, a “Rollover Agreement”, and collectively, the “Rollover Agreements”), pursuant to which the Class A ParentCo Rollover Units (as defined in the Rollover Agreement) of such PIH Rollover Holders will, in accordance with the terms of the Business Combination Agreement and the Rollover Agreement, convert into the right to receive a number of EQV Holdings Common Units and a number of shares of Presidio Class B Common Stock at par value. In addition, in connection with the Business Combination, contemporaneously with the execution and delivery of the Business Combination Agreement, EQV, Presidio, Sponsor, certain PIH Rollover Holders and certain PIPE Investors party thereto entered into Securities Contribution and Transfer Agreements (the “Securities Contribution and Transfer Agreements”) in order to reflect the intended ownership interests of the shareholders of Presidio following the Business Combination. Pursuant to and subject to the terms and conditions of the Securities Contribution and Transfer Agreements, (i) Sponsor agreed to contribute 562,746 Class B Shares to EQV as a contribution to capital at Closing and, in exchange, Presidio agreed to issue 562,746 shares of Presidio Class A Common Stock (or securities convertible into Presidio Class A Common Stock) having a value of approximately $5,914,460 (based on the January 8, 2026 Closing Price) to the PIH Rollover Holders and (ii) Sponsor agreed to contribute 565,217 Class B Shares to EQV as a contribution to capital at Closing and, in exchange, Presidio agreed to issue 565,217 shares of Presidio Class A Common Stock to such PIPE Investors.

Sponsor and Affiliates Compensation

The compensation received and to be received by the Sponsor and its affiliates upon the consummation of the Business Combination is: (i) up to 7,622,037 shares of Presidio Class A Common Stock, with an implied aggregate market value of approximately $80,107,609 based on the January 8, 2026 Closing Price (as defined in the proxy statement/prospectus), to be issued upon the conversion of 7,622,037 Class B Shares currently held by the Sponsor, which shares include 1,905,509 Earn-Out Shares (as defined in the proxy statement/prospectus) subject to vesting as though such shares were vested immediately upon the Closing and exclude 1,127,963 Class B Shares, which represents current assumptions of the amount of Class B Shares that the Sponsor may forfeit in connection with the Class B Contribution (as defined in the proxy statement/prospectus), (ii) 400,000 shares of Presidio Class A Common Stock, with an implied aggregate market value of approximately $4,204,000 based on the January 8, 2026 Closing Price, to be issued upon the conversion of 400,000 Class A Shares that form a part of the Private Placement Units, (iii) 133,333 Presidio private placement warrants, to be issued upon the conversion of 133,333 EQV private placement warrants held by the Sponsor, with a value of approximately $62,667 based on the January 8, 2026 Closing Price, each of which entitles the Sponsor to purchase one Class A Share at a price of $11.50 per share, subject to adjustment; and (iv) 40,000 shares of Presidio Class A Common Stock, with an implied aggregate market value of approximately $420,400 based on the January 8, 2026 Closing Price, to be issued upon the conversion of 40,000 Class A Shares currently held by Jerome C. Silvey, Jr., a director of EQV and an affiliate of the Sponsor.

In addition, Bryan Summers, Andrew Blakeman and Marc Peperzak, each of whom is an independent director of EQV, are expected to receive 40,000 shares of Presidio Class A Common Stock, each, with an implied aggregate market value of approximately $420,400 based on the January 8, 2026 Closing Price, to be issued upon the conversion of 40,000 Class A Shares currently held by them.

There are currently no specified circumstances or arrangements under which the Sponsor, its affiliates or its promoters, directly or indirectly, could transfer ownership of securities of EQV, or that could result in the surrender or cancellation of such securities. However, if additional investors participate through a financing, there may be arrangements where certain holders of securities of EQV may sell or transfer some of their securities to such investors.

Because the Sponsor acquired the Class B Shares at a nominal price, our public shareholders will incur an immediate and substantial dilution upon the Closing and would incur additional dilution upon the exercise of the Presidio private placement warrants that will be held by the Sponsor following the Closing.

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The following table summarizes the pro forma ownership of Presidio immediately following the Business Combination and the EQVR Acquisition under (1) the No Redemption Scenario, (2) the Mid-Point Contractual Redemption Scenario and (3) the Maximum Redemption Scenario (each term as defined elsewhere in this proxy statement/prospectus), in each case excluding the dilutive effect of: (i) the Earn-Out Shares; (ii) the Presidio private placement warrants; (iii) the Presidio public warrants, (iv) the Preferred Investor Warrants and (v) shares underlying Restricted Stock Units.

		No Redemption Scenario(1)					Mid-Point Contractual Redemption Scenario(1)(2)					Maximum Contractual Redemption Scenario(1)(3)
		Presidio Common Stock		Ownership %*			Presidio Common Stock		Ownership %*			Presidio Common Stock		Ownership %*
Public Shareholders		35,000,000		57.08	%		19,388,928		42.42	%		3,777,856		12.55	%
Sponsor(4)		6,116,528		9.98	%		6,116,528		13.38	%		6,116,528		20.33	%
EQV Directors(5)		160,000		0.26	%		160,000		0.35	%		160,000		0.53	%
BTIG, LLC		262,500		0.43	%		262,500		0.57	%		262,500		0.87	%
PIH Rollover Holders(6)		7,036,876		11.48	%		7,036,876		15.40	%		7,036,876		23.39	%
EQVR Intermediate(7)		3,422,260		5.58	%		3,422,260		7.49	%		3,422,260		11.37	%
PIPE Investors(8)		9,315,217		15.19	%		9,315,217		20.38	%		9,315,217		30.96	%
Total shares of Presidio Class A Common Stock outstanding at Closing		61,313,381		100.00	%		45,702,309		100.00	%		30,091,237		100.00	%

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*        Amounts may not sum due to rounding.

(1)      Share ownership presented under each redemption scenario is presented for illustrative purposes. EQV and PIH cannot predict how many public shares will be redeemed. As a result, the redemption amount and the number of public shares redeemed in connection with the Business Combination may differ from the amounts presented above. The ownership percentages of current public shareholders may also differ from the presentation above if the actual redemptions are different from these assumptions. See “Risk Factors — Risks Related to Redemption.”

(2)      This scenario assumes that 15,611,072 Class A Shares, or approximately 44.6% of the public shares outstanding as of the date of this proxy statement/prospectus, are redeemed, which is approximately 50% of the public shares assumed to be redeemed under the scenario in which 100% of the public shares currently held by public shareholders and which may be redeemed while continuing to satisfy the Minimum Available Cash Condition are redeemed for cash from the Trust Account (the “Maximum Contractual Redemption Scenario”).

(3)      This scenario assumes that 31,222,144 Class A Shares, or approximately 89.2% of the public shares outstanding are redeemed, which is approximately 100% of the public shares assumed to be redeemed under the Maximum Contractual Redemption Scenario.

(4)      Represents shares of Presidio Class A Common Stock owned upon conversion of the Class B Shares. Includes 400,000 shares of Presidio Class A Common Stock owned upon conversion of the Class A Shares underlying the Private Placement Units (as defined herein) and excludes (i) the Class B Contribution and (ii) the Earn-Out Shares that are subject to vesting (or forfeiture) on the basis of achieving certain trading price thresholds during the first five years following the Closing.

(5)      Represents 40,000 Class A Shares held by Jerome C. Silvey, Jr., 40,000 Class A Shares held by Bryan Summers, 40,000 Class A Shares held by Andrew Blakeman and 40,000 Class A Shares held by Marc Peperzak.

(6)      Reflects shares of Presidio Class A Common Stock and Presidio Interests convertible into shares of Presidio Class A Common Stock, which are being reported together on an aggregated basis. Included within Presidio Interests are EQV Holdings Units which represent the economic interests of the combined company held by the non-controlling interests.

(7)      Reflects shares of Presidio Class A Common Stock to be issued to EQVR Intermediate in connection with the EQVR Acquisition.

(8)      Assumes completion of the contemplated $87.5 million PIPE Financing and includes the issuance of 565,217 shares of Presidio Class A Common Stock to certain PIPE Investors.

For more information, please see the sections of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities.”

Conflicts of Interest

Conflicts of Interest Related to the Sponsor and Certain of the Directors and Officers of EQV and EQVR

In considering the recommendation of the EQV Board to vote in favor of the Business Combination, shareholders should be aware that aside from their interests as shareholders, the Sponsor and certain directors and officers of EQV and EQVR have interests in the Business Combination that may be different from, or in addition to, those of

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other shareholders generally. The EQV Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination, approving the Business Combination and in recommending to shareholders that they approve the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

•        the fact that the Sponsor and EQV directors and officers have agreed not to redeem any Ordinary Shares held by them in connection with a shareholder vote to approve a proposed initial business combination;

•        the fact that our Sponsor paid an aggregate of $25,000 for the Class B Shares, and upon the completion of the Business Combination, the Class B Shares will convert into Presidio Class A Common Stock at a conversion rate that entitles the holders of such Class B Shares to continue to own, in the aggregate, approximately 10.0% of the Presidio Class A Common Stock (after giving effect to the Class B Contribution and assuming that (i) the Earn-Out Shares vest in full and (ii) no public shareholders exercise redemption rights with respect to their shares). As a result, our Sponsor ultimately expects to receive up to 7,622,037 shares of Presidio Class A Common Stock (giving effect to the Class B Contribution and assuming the Earn-Out Shares vest in full) in connection with the conversion of the Class B Shares in connection with the Business Combination and such securities will have a significantly higher value at the time of the Business Combination which, if unrestricted and freely tradable, would be valued at approximately $80,107,609 based on the January 8, 2026 Closing Price, resulting in a theoretical gain of approximately $80,082,609, but, given the restrictions on such shares, EQV believes such shares have less value. If the Business Combination is not consummated, the Sponsor will not realize such theoretical gain;

•        the fact that the Sponsor and EQV directors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Class B Shares held by them if EQV fails to complete an initial business combination by August 8, 2026 (unless extended);

•        the fact that our Sponsor paid an aggregate of $4,000,000 for its 400,000 Private Placement Units consisting of Class A Shares and EQV private placement warrants and that such EQV private placement warrants underlying such units will expire worthless if a business combination is not consummated by August 8, 2026 (unless extended);

•        the fact that up to an aggregate amount of $1,500,000 of any amounts outstanding under any working capital loans made by our Sponsor or any of its affiliates to EQV may be converted into Private Placement Units at a price of $10.00 per Private Placement Unit at the option of the lender;

•        the fact that certain of EQV’s officers and directors, other than EQV’s independent directors, collectively own, directly or indirectly, a material interest in the Sponsor;

•        the fact that the Sponsor will have the right to designate two directors so long as they own in the aggregate greater than 20% of Presidio’s common equity and one director so long as they own in the aggregate greater than 10% of Presidio’s common equity;

•        the fact that following the consummation of the Business Combination, Presidio will acquire all of the issued and outstanding equity interests of EQVR via merger pursuant to the EQVR Merger Agreement for consideration of (i) 3,422,260 shares of Presidio Class A Common Stock issued to EQVR Intermediate, which would be valued at approximately $35,967,953 based on the January 8, 2026 Closing Price and (ii) a cash payment sufficient to repay EQVR’s indebtedness at closing of the EQVR Acquisition, which the Company anticipates to be $25,000,000 as of the Closing Date (such figure includes an anticipated pre-Closing paydown of such indebtedness);

•        the fact that Jerry Silvey, Jerome C. Silvey, Jr. and Tyson Taylor, members of the EQV Board, also constitute the board of managers of the Sponsor and serve on the board of the entity that controls EQVR;

•        the fact that certain directors and officers of EQV and EQVR own indirect equity interests in EQVR, which have no liquid trading market, and as a consequence of the EQVR Acquisition will have an indirect interest in publicly tradeable securities, such that: (i) Jerry Silvey is expected to indirectly own 1,370,565 shares of Presidio Class A Common Stock, which would be valued at approximately $14,404,638 based on the January 8, 2026 Closing Price; (ii) Grant Raney is expected to indirectly own 99,246 shares of Presidio Class A Common Stock, which would be valued at approximately $1,043,075 based on the January 8, 2026

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Closing Price; and (iii) Tyson Taylor and Will Smith are each expected to indirectly own 41,532 shares of Presidio Class A Common Stock, which would be valued at approximately $436,501 based on the January 8, 2026 Closing Price;

•        the continued indemnification of EQV’s directors and officers under the Existing Governing Documents and the continuation of EQV’s directors’ and officers’ liability insurance after the Business Combination;

•        the fact that our Sponsor and EQV’s officers and directors will lose their entire investment of approximately $4,025,000 in EQV and will not be reimbursed for any loans extended, fees due or out-of-pocket expenses if an initial business combination is not consummated by August 8, 2026 (unless extended). As described above, following the Business Combination, our Sponsor ultimately expects to receive up to 7,622,037 shares of Presidio Class A Common Stock (giving effect to the Class B Contribution and assuming the Earn-Out Shares vest in full) in connection with the conversion of the Class B Shares in connection with the Business Combination and each of EQV’s independent directors held 40,000 Class A Shares. Additionally, our Sponsor purchased 400,000 Private Placement Units simultaneously with the consummation of the IPO for an aggregate purchase price of $4,000,000, which consists of 400,000 Class A Shares and 133,333 EQV private placement warrants. The 7,622,037 shares of Presidio Class A Common Stock expected to be owned by our Sponsor would have had an aggregate market value of approximately $80,107,609 based on the January 8, 2026 Closing Price. The 400,000 Class A Shares held by the Sponsor would have had an aggregate market value of approximately $4,204,000 based on the January 8, 2026 Closing Price, and the 133,333 EQV private placement warrants held by Sponsor would have had an aggregate market value of approximately $62,667 based on the January 8, 2026 Closing Price;

•        the fact that if the Trust Account is liquidated, including in the event EQV is unable to complete an initial business combination within the required time period, our Sponsor has agreed to indemnify EQV to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which EQV has entered into an acquisition agreement or claims of any third party for services rendered or products sold to EQV, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

•        the fact that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;

•        the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other EQV shareholders experience a negative rate of return in the post-business combination company; and

•        the terms and provisions of the Related Agreements (as defined herein) as set forth in detail in the accompanying proxy statement/prospectus.

These interests may influence our directors in making their recommendations that you vote in favor of the approval of the Business Combination.

For more information about the potential conflicts of interest, the nature of compensation and the potential dilutive impact of such interests held by the Sponsor, EQV’s directors and officers and their respective affiliates, see the following sections in the accompanying proxy statement/prospectus:

•        “Questions and Answers about our Extraordinary General Meeting — What equity stake will current EQV shareholders and PIH Rollover Holders hold in Presidio immediately after the Closing?”

•        “Questions and Answers about our Extraordinary General Meeting — Do any of EQV’s Sponsor, directors or officers or members of management or the Board of PIH have in the business combination that may differ from or be in addition to the interests of EQV Shareholders?”

•        “Risk Factors — Risks Related to the Business Combination and EQV — Some of the PIH and EQV officers and directors may be argued to have conflicts of interest that may influence them to support or approve the Business Combination without regard to your interests.”

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•        “Risk Factors — Risks Related to the Business Combination and EQV — EQV Shareholders will experience dilution due to the issuance to PIH Rollover Holders of securities entitling them to a significant voting stake in Presidio.” and

•        “The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

Conflicts of Interest Relating to Certain Members of Management and the Board of Directors of PIH

In considering the recommendation of the EQV Board to vote in favor of the Business Combination, shareholders should also be aware that certain members of management and the board of directors of PIH may have interests in the Business Combination that are different from those of the public shareholders. These interests may include, among other things, the fact that certain members of management and the board of directors of PIH will be (i) issued an aggregate of 562,746 shares of Presidio Class A Common Stock (or securities convertible into Presidio Class A Common Stock) having a value of approximately $5,914,460 (based on the January 8, 2026 Closing Price) for no additional consideration in exchange for the Sponsor’s contribution of 562,746 Class B Shares to EQV as a contribution to capital at Closing, (ii) granted representation on the board at Closing, (iii) entering into employment agreements at Closing and (iv) granted customary indemnification rights.

At the extraordinary general meeting, in addition to approval of the Business Combination (such proposal, the “Business Combination Proposal”), you will also be asked to consider and vote upon and approve (i) the Domestication (such proposal, the “Domestication Proposal”), (ii) the proposed certificate of incorporation and bylaws of Presidio to be effective at the Closing, copies of which are attached to the accompanying proxy statement/prospectus as Annex H and Annex I, respectively (such proposal, the “Governing Documents Proposal”), (iii) on a non-binding advisory basis, proposals to approve material differences between the amended and restated memorandum and articles of association of EQV (the “EQV Articles”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex B, and the proposed certificate of incorporation and bylaws of Presidio upon the Closing, copies of which are attached to the accompanying proxy statement/prospectus as Annex H and Annex I, respectively (such proposals, collectively, the “Governing Documents Advisory Proposals”), (iv) a proposal to approve and adopt the Presidio Production Company 2026 Equity Incentive Plan (the “Incentive Plan Proposal”), the form of which is attached to the accompanying proxy statement/prospectus as Annex P, (v) a proposal to approve the issuances of shares of Presidio Class A Common Stock in connection with the Business Combination, the EQVR Acquisition, the PIPE Financing and the Preferred Financing (the “Stock Issuance Proposal”) and (vi) a proposal to adjourn the extraordinary general meeting to a later date or dates to the extent necessary (the “Adjournment Proposal”). Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which we urge you to read carefully in its entirety, including the annexes and accompanying financial statements of EQV and PIH.

After careful consideration, the board of directors of EQV (the “EQV Board”) has unanimously approved the Business Combination Agreement and the Business Combination and determined that each of the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, the Governing Documents Advisory Proposals, the Stock Issuance Proposal, the Incentive Plan Proposal, and the Adjournment Proposal are in the best interests of EQV and its shareholders, and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals. In considering the recommendation of the EQV Board to vote for these proposals, shareholders should be aware that aside from their interests as shareholders, the Sponsor, certain members of the EQV Board, certain EQV officers and certain PIH officers and directors have interests in the Business Combination that may be different from, or in addition to, those of other stockholders generally. See the sections entitled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination,” “Risk Factors” and “Beneficial Ownership of Securities” in the accompanying proxy statement/prospectus for a further discussion.

Prior to the Business Combination, only holders of Class B Shares will have the right to vote on the election of directors of EQV. With respect to any vote on the Domestication Proposal, holders of Class B Shares will have ten votes for every Class B Share and holders of Class A Shares will have one vote for every Class A Share. With respect to any other matter submitted to a vote of EQV’s shareholders, including any vote in connection with the Business Combination, except as required by applicable law or stock exchange rule, holders of Class A Shares and holders of Class B Shares vote together as a single class, with each share entitling the holder to one vote.

Approval of the Domestication Proposal requires the affirmative vote of holders of at least two-thirds of the votes cast by the holders of the Ordinary Shares present virtually or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. Approval of the Business Combination Proposal, the Governing Documents

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Proposal, the Governing Documents Advisory Proposals, the Stock Issuance Proposal, the Incentive Plan Proposal, and the Adjournment Proposal, if presented at the extraordinary general meeting, each requires the affirmative vote of at least a majority of the votes cast by the holders of the Ordinary Shares present virtually or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

Pursuant to the Existing Governing Documents, we are providing our public shareholders (as defined below) with the opportunity to have all or a portion of their Class A Shares redeemed for cash upon the Closing (the “redemption rights”). Our “public shareholders” are holders of Class A Shares included as part of the Units (as defined herein) sold in the IPO (the “public shares”), whether such shares were purchased in the IPO or in the secondary market following the IPO. Holders of our outstanding warrants do not have redemption rights in connection with the Business Combination. You will be entitled to receive cash for any public shares to be redeemed only if you:

(i)     (a) hold public shares or (b) hold Public Units and you elect to separate your Public Units into the underlying public shares and EQV public warrants prior to exercising your redemption rights with respect to the public shares; and

(ii)    prior to 5:00 p.m. Eastern Time, on February 25, 2026 (two business days prior to the vote at the extraordinary general meeting) (the “redemption deadline”), (A) submit a written request to Continental Stock Transfer & Trust Company, our transfer agent (the “Transfer Agent”), that we redeem your public shares for cash and (B) deliver your public shares to the Transfer Agent.

Public shareholders may elect to redeem all or a portion of their public shares, whether they vote “FOR” the Business Combination Proposal or not. If the Business Combination is not consummated, the public shares will not be redeemed for cash. If the Business Combination is consummated and a public shareholder properly exercises its right to redeem its public shares and timely delivers its shares to the Transfer Agent, we will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the Closing, including interest earned on the funds held in EQV’s trust account that holds proceeds of the IPO (the “Trust Account”) and not previously released to fund EQV’s working capital requirements and income taxes of EQV or for permitted withdrawals, divided by the number of then-outstanding public shares. For illustrative purposes, as of January 8, 2026, this would have amounted to approximately $10.59 per issued and outstanding public share. If a public shareholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. The redemption will take place before the Domestication and, accordingly, it is the Class A Shares that will be redeemed. Any request to redeem public shares, once made, may be withdrawn at any time until the deadline for requesting to exercise redemption rights and thereafter, with our consent, until the Closing. Furthermore, if a holder of public shares delivers its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that EQV instruct the Transfer Agent to return the certificate. The holder can make such request by contacting the Transfer Agent, at the address or email address listed in the accompanying proxy statement/prospectus. We will be required to honor such request only if made prior to the deadline for requesting to exercise redemption rights. See the section entitled “Extraordinary General Meeting of EQV Shareholders — redemption rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Class A Shares for cash.

If you hold the public shares in “street name,” you will have to coordinate with your broker to have your public shares certificated or delivered electronically. Public shares that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the public shares or delivering them through the Depository Trust Company’s (“DTC”) DWAC (Deposit and Withdrawal at Custodian) system. In the event the Business Combination is not consummated this may result in an additional cost to public shareholders for the return of their public shares.

Any request for redemption, once made by a public shareholder, may not be withdrawn following the redemption deadline, unless the EQV Board determines (in its sole discretion) to permit such withdrawal of a redemption request (which it may do in whole or in part).

Any corrected or changed written exercise of redemption rights must be received by the Transfer Agent prior to the redemption deadline and, following such deadline, with EQV’s consent, prior to the extraordinary general meeting. No request for redemption is guaranteed to be honored unless the public holder’s shares have been delivered (either physically or electronically through DTC) to the Transfer Agent by the redemption deadline.

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Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934 (the “Exchange Act”)), will be restricted from redeeming its Class A Shares with respect to more than an aggregate of 15% of the public shares, without EQV’s prior consent. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.

Each redemption of Class A Shares by public shareholders will decrease the amount in the Trust Account, which held total assets of approximately $370,528,054 as of January 8, 2026 and which EQV intends to use for the purposes of consummating the Business Combination within the time period described in the accompanying proxy statement/prospectus and to pay deferred underwriting commissions to BTIG. The Business Combination Agreement provides that EQV’s and PIH’s respective obligations to consummate the Business Combination is conditioned on EQV having Available Cash equaling or exceeding $140,197,687. “Available Cash” shall have the meaning ascribed to it in the Business Combination Agreement attached as an exhibit to the proxy statement/prospectus. The conditions to closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties. If, as a result of redemptions of Class A Shares by the public shareholders, these conditions are not met (or not waived), then EQV or PIH may elect not to consummate the Business Combination. Based on the amount of approximately $370,528,054 in the Trust Account as of January 8, 2026, and taking into account the anticipated gross proceeds of approximately $87.5 million from the PIPE Financing and approximately $123.8 million from the Preferred Financing, all 35,000,000 public shares currently outstanding may be redeemed and still enable us to have sufficient cash to satisfy the $140,197,687 Available Minimum Cash Condition contained in the Business Combination Agreement.

All EQV shareholders are cordially invited to attend the extraordinary general meeting, and we are providing the accompanying proxy statement/prospectus and proxy card to EQV shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting (or any adjournments or postponements thereof). Whether or not you plan to attend the extraordinary general meeting, we urge you to read the accompanying proxy statement/prospectus carefully and submit your proxy to vote on the Business Combination and the other proposals contained therein. Please pay particular attention to the section entitled “Risk Factors” beginning on page 28 of the accompanying proxy statement/prospectus.

Only holders of record of Ordinary Shares at the close of business on January 30, 2026 are entitled to notice of and to vote and have their votes counted at the extraordinary general meeting and any adjournments or postponements thereof.

Your vote is important regardless of the number of shares you own. To ensure your representation at the extraordinary general meeting, whether you plan to attend the extraordinary general meeting or not, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the extraordinary general meeting and vote, obtain a proxy from your broker or bank.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the extraordinary general meeting. If you fail to return a proxy card or fail to instruct a broker or other nominee how to vote, and do not attend the extraordinary general meeting virtually, your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting. If a valid quorum is established, any such failure to vote or to provide voting instructions will have no effect on the outcome of any proposal in the accompanying proxy statement/prospectus.

On behalf of our board of directors, I would like to thank you for your support of EQV Ventures Acquisition Corp. and look forward to a successful completion of the Business Combination.

Sincerely,

/s/ Jerry Silvey

Jerry Silvey
Chief Executive Officer and Director

January 30, 2026

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TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (i) IF YOU HOLD CLASS A SHARES THROUGH THE PUBLIC UNITS, ELECT TO SEPARATE YOUR PUBLIC UNITS INTO THE UNDERLYING CLASS A SHARES AND WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS, (ii) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT, AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING, THAT YOUR CLASS A SHARES BE REDEEMED FOR CASH AND (iii) DELIVER YOUR CLASS A SHARES TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT AND WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE THE SECTION ENTITLED “SPECIAL MEETING OF EQV SHAREHOLDERS — REDEMPTION RIGHTS” IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the transactions described in the accompanying proxy statement/prospectus, passed upon the merits or fairness of the Business Combination Agreement or the transactions contemplated thereby or passed upon the adequacy or accuracy of the accompanying proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated January 30, 2026 and is first being mailed to EQV shareholders on or about January 30, 2026.

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EQV VENTURES ACQUISITION CORP.

A Cayman Islands Exempted Company
1090 Center Drive
Park City, Utah

NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON FEBRUARY 27, 2026

To the Shareholders of EQV Ventures Acquisition Corp.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders (the “extraordinary general meeting”) of EQV Ventures Acquisition Corp., a Cayman Islands exempted company (“EQV,” “we,” “our” or “us”), will be held virtually at https://www.virtualshareholdermeeting.com/FTW2026SM at 9:00 a.m., Eastern Time, on February 27, 2026. To better meet practical needs, we have determined that the extraordinary general meeting will be a virtual meeting conducted exclusively via live webcast. You will be able to attend the extraordinary general meeting online, vote at the extraordinary general meeting and submit your questions during the extraordinary general meeting by visiting https://www.virtualshareholdermeeting.com/FTW2026SM. The meeting webcast will begin promptly at 9:00 a.m., Eastern Time. You may access the meeting 15 minutes prior to the start time, and you should allow ample time for the check-in procedures. Because the extraordinary general meeting will be a completely virtual meeting, there will be no physical location for shareholders to attend. If you are a beneficial owner of Ordinary Shares held in street name and wish to attend the extraordinary general meeting, you will need to follow the instructions on your voting instruction form provided by your bank, broker or other organization that holds your Ordinary Shares.

The extraordinary general meeting will be held for the following purposes:

•        Proposal No. 1 — The Business Combination Proposal — RESOLVED, as an ordinary resolution, that EQV’s entry into the Business Combination Agreement (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement” and the transactions contemplated thereby, collectively, the “Business Combination”), 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 (“EQV Merger Sub”), Prometheus Holdings LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of EQV (“EQV Holdings”), Prometheus Merger Sub LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of EQV Holdings (“Presidio Merger Sub”) and Presidio Investment Holdings LLC, a Delaware limited liability company (“PIH”), a copy of which is attached to the proxy statement/prospectus as Annex A, be approved in all respects (the “Business Combination Proposal”), pursuant to which, among other things, following the de-registration of EQV as an exempted company in the Cayman Islands and the continuation and domestication of EQV as a corporation in the State of Delaware, EQV Merger Sub will merge with and into EQV, with EQV as the surviving company in the merger and with EQV shareholders receiving one share of Class A common stock, par value $0.0001 per share, of Presidio (“Presidio Class A Common Stock”) for each share of EQV Class A Common Stock held by such shareholder, in accordance with the terms of the Business Combination Agreement, and upon which Presidio will change its name to “Presidio Production Company.” After giving effect to such merger, EQV will survive as a wholly owned subsidiary of Presidio (“EQV Surviving Subsidiary”), following which, Presidio Merger Sub will merge with and into PIH, with PIH as the surviving company in the merger, all on the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with applicable law.

•        Proposal No. 2 — The Domestication Proposal — RESOLVED, as a special resolution, that: (i) EQV be de-registered in the Cayman Islands and registered by way of continuation as a corporation under the laws of the state of Delaware, pursuant to Part XII of the Companies Act (As Revised) of the Cayman Islands and Section 388 of the General Corporation Law of the State of Delaware and, immediately upon being de-registered in the Cayman Islands, EQV be continued and domesticated as a corporation; (ii) conditional upon, and with effect from, the registration of EQV as a corporation in the State of Delaware, the name of EQV be changed from “EQV Ventures Acquisition Corp.” to “Presidio MidCo Inc.”; and (iii) the New EQV Certificate of Incorporation, in the form appended to the accompanying proxy statement/prospectus as Annex R, to be effective upon the Domestication, and the New EQV Bylaws, in the form appended to the accompanying proxy statement/prospectus as Annex S, to be effective upon the Domestication, be approved in all respects (the “Domestication Proposal”).

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•        Proposal No. 3 — The Governing Documents Proposal — RESOLVED, as an ordinary resolution, that the Proposed Certificate of Incorporation (as defined below), in the form appended to the accompanying proxy statement/prospectus as Annex H, to be effective upon the Closing, the Proposed Bylaws (as defined below), in the form appended to the accompanying proxy statement/prospectus as Annex I, to be effective upon the Closing, be approved in all respects (the “Governing Documents Proposal”).

•        Proposal No. 4 — Governing Documents Advisory Proposals — RESOLVED, as an ordinary resolution, on an advisory and non-binding basis, that the material differences between the Existing Governing Documents and the Proposed Governing Documents relating to approving provisions in the Proposed Certificate of Incorporation, providing: (i) for a change in the authorized share capital, (ii) that the Presidio Board may issue shares of preferred stock of Presidio, (iii) that certain provisions of the Proposed Certificate of Incorporation are subject to the Prometheus Holdings LLC Agreement (as defined below), (iv) that stockholders may only act at annual or special meetings, (v) that directors of Presidio may only be removed from office for cause by the affirmative vote of the holders of a majority of the then-outstanding shares of stock of Presidio entitled to vote generally for the election of directors and (vi) adopting Delaware as the exclusive forum for certain stockholder litigation and the United States District Courts as the exclusive forum for litigation arising out of the federal securities laws, as described in seven separate proposals, be approved in all respects (such proposals, the “Governing Documents Advisory Proposals”).

•        Proposal No. 5 — The Stock Issuance Proposal — RESOLVED, as an ordinary resolution, that, for the purposes of complying with the applicable provisions of Section 312.03 of the NYSE Listed Company Manual, the issuances of (i) shares of common stock of Presidio PubCo Inc. (“Presidio Common Stock”) in connection with the Business Combination, the EQVR Acquisition, the PIPE Financing and the Preferred Financing; and (ii) any other issuances of preferred stock, common stock and securities convertible into or exercisable for common stock pursuant to subscription, purchase or similar agreements that EQV has entered, or may enter, into prior to the Closing of the Business Combination, be approved in all respects (the “Stock Issuance Proposal”).

•        Proposal No. 6 — The Incentive Plan Proposal — RESOLVED, as an ordinary resolution, that, upon the Closing, the Presidio Production Company 2026 Equity Incentive Plan (the “Incentive Plan”), the form of which is attached to the proxy statement/prospectus as Annex P, be adopted and approved (the “Incentive Plan Proposal”).

•        Proposal No. 7 — The Adjournment Proposal — RESOLVED, as an ordinary resolution, that the extraordinary general meeting be adjourned to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to the proxy statement/prospectus is provided to EQV shareholders or, if as of the time for which the extraordinary general meeting is scheduled, there are insufficient Ordinary Shares represented (either virtually or by proxy) to constitute a quorum necessary to conduct business at the extraordinary general meeting, (ii) in order to solicit additional proxies from EQV shareholders in favor of one or more of the proposals at the extraordinary general meeting or (iii) if EQV shareholders have elected to redeem an amount of public shares in the IPO such that the condition to consummation of the Business Combination that Available Cash (as defined in the Business Combination Agreement and described further herein) at Closing equal no less than $140,197,687 after deducting any amounts paid to EQV shareholders that exercise their redemption rights in connection with the Business Combination would not be satisfied (such condition to the consummation of the Business Combination, the “Minimum Available Cash Condition”) (the “Adjournment Proposal”). For the avoidance of doubt, if put forth at the extraordinary general meeting, the Adjournment Proposal will be the first and only proposal voted on and the Condition Precedent Proposals (as defined below) will not be submitted to the shareholders for a vote.

Each of the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, the Stock Issuance Proposal and the Incentive Plan Proposal (collectively, the “Condition Precedent Proposals”) is conditioned on the approval and adoption of each of the other Condition Precedent Proposals. The Adjournment Proposal is not conditioned upon the approval of any other proposal, and the Governing Documents Advisory Proposals are being submitted for approval on a non-binding advisory basis. Each of these proposals is described in this proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety before voting.

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Only holders of record of Ordinary Shares at the close of business on January 30, 2026 are entitled to notice of and to vote and have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting.

This proxy statement/prospectus and accompanying proxy card is being provided to EQV’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all of EQV’s shareholders are urged to read this proxy statement/prospectus, including the annexes and the documents referred to herein carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 28 of this proxy statement/prospectus.

After careful consideration, the board of directors of EQV has unanimously approved the Business Combination Agreement and the Business Combination, and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the Business Combination, and “FOR” all other proposals presented to EQV’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of EQV, you should keep in mind that EQV’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

Pursuant to its amended and restated memorandum and articles of association, EQV is providing its public shareholders with the opportunity to redeem all or a portion of their Class A Shares in connection with the Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to EQV to pay its taxes or for permitted withdrawals, divided by the number of then outstanding public shares. The per-share amount EQV will pay to investors who properly redeem their shares will not be reduced by the deferred underwriting commission totaling up to $12,250,000, assuming the No Redemption Scenario and including $3,500,000 of deferred underwriting fee that is payable in EQV’s sole discretion, that EQV will pay to BTIG or transaction expenses incurred in connection with the Business Combination. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account of approximately $370,528,054 as of January 8, 2026, the estimated per share redemption price would have been approximately $10.59.

Public shareholders may elect to redeem their shares even if they vote for the Business Combination.

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on February 25, 2026 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

Holders of Public Units must elect to separate the Public Units into the underlying public shares and EQV public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their Public Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Public Units into the underlying public shares and EQV public warrants, or if a holder holds Public Units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, EQV’s transfer agent (the “Transfer Agent”), directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to the Transfer Agent in order to validly redeem its public shares. Public shareholders may elect to redeem public shares regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to the Transfer Agent, EQV will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of Trust Account, calculated as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the Trust Account and not previously released to EQV to pay its taxes or for permitted withdrawals, divided by the number of then outstanding public shares. For illustrative purposes, as of January 8, 2026, this would have amounted to approximately $10.59 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption will take

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place before the Domestication and, accordingly, it is the Class A Shares that will be redeemed. See “Extraordinary General Meeting of EQV — redemption rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

A public shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the Class A Shares included in the Public Units without the prior consent of EQV. Any beneficial holder of Class A Shares on whose behalf a redemption right is being exercised must identify itself to EQV in connection with any redemption election in order to validly elect to redeem such Class A Shares. EQV has no specified maximum redemption threshold under its amended and restated memorandum and articles of association, other than the aforementioned 15% threshold. Each redemption of Class A Shares by EQV’s public shareholders will reduce the amount in the Trust Account.

The Business Combination Agreement provides that the obligation of PIH to consummate the Business Combination is conditioned upon meeting the Minimum Available Cash Condition. The conditions to closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties. If, as a result of redemptions of Class A Shares by holders of public shares and a failure to consummate the PIPE Financing and/or the Preferred Financing, this condition is not met or is not waived, then PIH may elect not to consummate the Business Combination. Holders of outstanding EQV public warrants do not have redemption rights in connection with the Business Combination. Unless otherwise specified, the information in the accompanying proxy statement/prospectus assumes that no holders of public shares exercise their redemption rights with respect to their Class A Shares.

EQV Ventures Sponsor LLC, a Delaware limited liability company (our “Sponsor”), and EQV’s officers and directors have agreed to waive their redemption rights with respect to any Ordinary Shares (as defined below) they may hold in connection with the consummation of the Business Combination, and the Class B Shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement.

The approval the Domestication Proposal requires a special resolution, being the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the issued ordinary shares present virtually or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. The approval of each of the Business Combination Proposal, the Governing Documents Proposal, the Governing Documents Advisory Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal and the Adjournment Proposal, if presented at the extraordinary general meeting, requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present virtually or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

Your vote is very important.    Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The Business Combination will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus, and the Governing Documents Advisory Proposals are being submitted for approval on a non-binding advisory basis.

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If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting virtually, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting virtually and wish to vote, you may withdraw your proxy and vote virtually.

Your attention is directed to the remainder of the proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read this proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your ordinary shares, please contact Sodali & Co., our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing EQV.info@investor.sodali.com.

By Order of the Board of Directors,

/s/ Jerry Silvey

Jerry Silvey
Chief Executive Officer and Chairman

January 30, 2026

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		Page
TRADEMARKS		iii
GLOSSARY OF OIL AND GAS TERMS		iv
SELECTED DEFINITIONS		vii
SHARE CALCULATIONS AND OWNERSHIP PERCENTAGES		xiii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		xiv
QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF EQV		xvi
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS		1
SUMMARY HISTORICAL FINANCIAL INFORMATION OF PIH		24
SUMMARY HISTORICAL FINANCIAL INFORMATION OF EQV		26
SUMMARY HISTORICAL FINANCIAL INFORMATION OF EQVR		27
RISK FACTORS		28
EXTRAORDINARY GENERAL MEETING OF EQV		85
THE BUSINESS COMBINATION PROPOSAL		92
THE DOMESTICATION PROPOSAL		139
GOVERNING DOCUMENTS PROPOSAL		143
GOVERNING DOCUMENTS ADVISORY PROPOSALS		145
STOCK ISSUANCE PROPOSAL		151
INCENTIVE PLAN PROPOSAL		153
ADJOURNMENT PROPOSAL		162
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		164
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		181
BUSINESS OF EQV AND CERTAIN INFORMATION ABOUT EQV		204
EQV MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		227
INFORMATION ABOUT PIH		235
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF PRESIDIO INVESTMENT HOLDINGS LLC		253
INFORMATION ABOUT EQVR		266
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF EQV RESOURCES LLC		282
PRESIDIO’S EXECUTIVE OFFICER AND DIRECTOR COMPENSATION		292
MANAGEMENT OF PRESIDIO FOLLOWING THE BUSINESS COMBINATION		302
BENEFICIAL OWNERSHIP OF SECURITIES		308
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		311
COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS		314
DESCRIPTION OF PRESIDIO SECURITIES		316
SECURITIES ACT RESTRICTIONS ON RESALE OF PRESIDIO CLASS A COMMON STOCK		327
STOCKHOLDER PROPOSALS AND NOMINATIONS		328
SHAREHOLDER COMMUNICATIONS		329
LEGAL MATTERS		329
EXPERTS		329
DELIVERY OF DOCUMENTS TO SHAREHOLDERS		329
ENFORCEABILITY OF CIVIL LIABILITY		330
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE		331
INDEX TO FINANCIAL STATEMENTS		F-1
EQV VENTURES ACQUISITION CORP		F-3
PRESIDIO INVESTMENT HOLDINGS LLC		F-47
PRESIDIO PUBCO INC.		F-94
EQV RESOURCES LLC		F-116

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		Page
ANNEX A: BUSINESS COMBINATION AGREEMENT		A-1
ANNEX B: AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION		B-1
ANNEX C: FORM OF ROLLOVER AGREEMENT (ROLLOVER MEMBERS)		C-1
ANNEX D: FORM OF ROLLOVER AGREEMENT (ROLLOVER INVESTORS)		D-1
ANNEX E: FORM OF SECURITIES CONTRIBUTION AND TRANSFER AGREEMENT (PIPE INVESTORS)		E-1
ANNEX F: FORM OF SECURITIES CONTRIBUTION AND TRANSFER AGREEMENT (ROLLOVER MEMBERS)		F-1
ANNEX G: AGREEMENT AND PLAN OF MERGER		G-1
ANNEX H: PROPOSED CERTIFICATE OF INCORPORATION		H-1
ANNEX I: PROPOSED BYLAWS		I-1
ANNEX J: PROPOSED CERTIFICATE OF DESIGNATION OF SERIES A PERPETUAL PREFERRED STOCK		J-1
ANNEX K: FORM OF REGISTRATION AND STOCKHOLDERS’ RIGHTS AGREEMENT		K-1
ANNEX L: FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EQV HOLDINGS		L-1
ANNEX M: SPONSOR LETTER AGREEMENT		M-1
ANNEX N: FORM OF PIPE SUBSCRIPTION AGREEMENT		N-1
ANNEX O: SECURITIES PURCHASE AGREEMENT (INCLUDING FORM OF WARRANT)		O-1
ANNEX P: FORM OF INCENTIVE PLAN		P-1
ANNEX Q: FAIRNESS OPINION		Q-1
ANNEX R: NEW EQV CERTIFICATE OF INCORPORATION		R-1
ANNEX S: NEW EQV BYLAWS		S-1

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TRADEMARKS

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

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GLOSSARY OF OIL AND GAS TERMS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

•        “basin” means a geographic area containing specific geologic intervals.

•        “Bbl” means one stock tank barrel, of 42 U.S. gallons liquid volume, used herein in reference to crude oil, condensate or NGL.

•        “Boe” means one barrel of oil equivalent, converting natural gas to oil at the ratio of 6 Mcf of natural gas to one Bbl of oil.

•        “Btu” means the quantity of heat required to raise the temperature of one pound of water by one degree Fahrenheit.

•        “completion” means the process of treating a drilled well followed by the installation of permanent equipment for the production of natural gas or oil, or in the case of a dry hole, the reporting of abandonment to the appropriate agency.

•        “development well” means a well drilled within the proved area of an oil or natural gas reservoir to the depth of a stratigraphic horizon known to be productive.

•        “dry hole” means a well found to be incapable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of such production exceed production expenses and taxes.

•        “exploratory well” means a well drilled to find a new field or to find a new reservoir in a field previously found to be productive of oil or gas in another reservoir. Generally, an exploratory well is any well that is not a development well, an extension well, a service well, or a stratigraphic test well as those items are defined under Regulation S-X.

•        “field” means an area consisting of a single reservoir or multiple reservoirs all grouped on, or related to, the same individual geological structural feature or stratigraphic condition. The field name refers to the surface area, although it may refer to both the surface and the underground productive formations. For a complete definition of field, refer to Regulation S-X, Rule 4-10(a)(15).

•        “formation” means a layer of rock which has distinct characteristics that differs from nearby rock.

•        “fracturing” means the technique of improving a well’s production or injection rates by pumping a mixture of fluids into the formation and rupturing the rock, creating an artificial channel. As part of this technique, sand or other material may also be injected into the formation to keep the channel open, so that fluids or natural gases may more easily flow through the formation.

•        “gross wells” means the total acres or wells, as the case may be, in which a working interest is owned.

•        “held by production” means acreage covered by a mineral lease that perpetuates a company’s right to operate a property as long as the property is capable of producing a minimum paying quantity of oil or gas.

•        “Henry Hub” means the distribution hub on the natural gas pipeline system in Erath, Louisiana, owned by Sabine Pipe Line LLC.

•        “injection wells” means wells in which fluids are injected rather than produced, the primary objective typically being to maintain reservoir pressure.

•        “lease operating expense” or “LOE” means the expenses of lifting oil or natural gas from a producing formation to the surface, constituting part of the current operating expenses of a working interest, and also including labor, superintendence, supplies, repairs, short-lived assets, maintenance, allocated overhead costs, workover, insurance and other expenses incidental to production, but excluding lease acquisition or drilling or completion expenses.

•        “LNG” means liquified natural gas.

•        “MBbl” means one thousand barrels of crude oil, condensate or NGLs.

•        “MBoe/d” means one thousand Boe per day.

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•        “MBoe” means one thousand Boe.

•        “Mcf” means one thousand cubic feet of natural gas.

•        “MMbbl” means one million barrels of oil.

•        “MMBoe” means one million Boe.

•        “MMBtu” means one million Btu.

•        “MMcf” means one million cubic feet of natural gas.

•        “net acres” means the percentage of total acres an owner has out of a particular number of acres. An owner who has 50% interest in 100 acres owns 50 net acres.

•        “NGL” or “NGLs” means hydrocarbons found in natural gas which may be extracted as liquefied petroleum gas and natural gasoline.

•        “NYMEX” means the New York Mercantile Exchange.

•        “OPEC+” means Organization of the Petroleum Exporting Countries and its allies.

•        “probable reserves” means those additional reserves that are less certain to be recovered than proved reserves but which, together with proved reserves, are as likely as not to be recovered. When deterministic methods are used, it is as likely as not that actual remaining quantities recovered will exceed the sum of estimated proved plus probable reserves. When probabilistic methods are used, there should be at least a 50% probability that the actual quantities recovered will equal or exceed the proved plus probable reserves estimates. Probable reserves may be assigned to areas of a reservoir adjacent to proved reserves where data control or interpretations of available data are less certain, even if the interpreted reservoir continuity of structure or productivity does not meet the reasonable certainty criterion. Probable reserves may be assigned to areas that are structurally higher than the proved area if these areas are in communication with the proved reservoir. Probable reserves estimates also include potential incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than assumed for proved reserves.

•        “Production Burdens” means any royalties (including lessor’s royalties), overriding royalties, production payments, net profit interests or other burdens upon, measured by or payable out of hydrocarbon production.

•        “productive well” means a well that is found to be capable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of the production exceed production expenses and taxes.

•        “proved developed non-producing” or “PDNP” means reserves that can be expected to be recovered through existing wells with existing equipment and operating methods but are not yet producing.

•        “proved developed producing reserves” or “PDP” means reserves that can be expected to be recovered through existing wells with existing equipment and operating methods, according to the SEC’s or Society of Petroleum Engineers’ definitions of proved reserves.

•        “proved properties” or “proved oil and natural gas properties” means properties with proved reserves.

•        “proved reserves” or “proved oil and gas reserves” means those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward from known reservoirs under existing economic conditions, operating methods and government regulations prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time. For a complete definition of proved crude oil and natural gas reserves, refer to Regulation S-X, Rule 4-10(a)(22).

•        “proved undeveloped reserves” or “PUDs” means proved reserves that are expected to be recovered from new wells on undrilled acreage or from existing wells where a relatively major expenditure is required for recompletion. Undrilled locations can be classified as having proved undeveloped reserves only if a development plan has been adopted indicating that such locations are scheduled to be drilled within five years unless specific circumstances justify a longer time.

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•        “PV-10” means the estimated future gross revenue to be generated from the production of proved reserves, net of estimated production and future development and abandonment costs, using prices and costs in effect at the determination date, before income taxes, and without giving effect to non-property related expenses, discounted to a present value using an annual discount rate of 10%.

•        “recompletion” means the process of re-entering an existing wellbore that is either producing or not producing and completing reservoirs in an attempt to establish or increase existing production.

•        “reserves” means estimated remaining quantities of oil and gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and gas or related substances to market, and all permits and financing required to implement the project.

•        “reservoir” means a porous and permeable underground formation containing a natural accumulation of producible oil and/or natural gas that is confined by impermeable rock or water barriers and is individual and separate from other reservoirs.

•        “salt water disposal wells” means a disposal site for water produced as a result of the oil and gas extraction process.

•        “SEC pricing” means the oil and gas price parameters established by current SEC guidelines, including the use of an average effective price, calculated as prices equal to the 12-month unweighted arithmetic average of the first day of the month prices for each of the preceding 12 months as adjusted for location and quality differentials, unless prices are defined by contractual arrangements, excluding escalations based on future conditions.

•        “standardized measure” means our standardized measure of discounted future net cash flows, which is prepared using assumptions required by the SEC. Such assumptions include the use of 12-month average prices for oil and gas, based on the first-day-of-the-month price for each month in the period, and year end costs for estimated future development and production expenditures to produce year-end estimated proved reserves. Discounted future net cash flows are calculated using a 10% rate. No provision is included for federal income taxes since our future net cash flows are not subject to taxation. However, our operations are subject to the Texas franchise tax. Estimated well abandonment costs, net of salvage values, are deducted from the standardized measure using year-end costs and discounted at the 10% rate. The standardized measure does not represent management’s estimate of our future cash flows or the value of proved oil and natural gas reserves. Probable and possible reserves, which may become proved in the future, are excluded from the calculations. Furthermore, prices used to determine the standardized measure are influenced by supply and demand as effected by recent economic conditions as well as other factors and may not be the most representative in estimating future revenues or reserve data.

•        “undeveloped acreage” means lease acreage on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of oil and natural gas, regardless of whether such acreage contains proved reserves.

•        “unproved properties” or “unproved oil and natural gas properties” means properties without proved reserves.

•        “wellbore” means the hole drilled by the bit that is equipped for oil and natural gas production on a completed well. Also called well or borehole.

•        “working interest” means the right granted to the lessee of a property to explore for and to produce and own oil and natural gas or other minerals. The working interest owners bear the exploration, development, and operating costs on either a cash, penalty, or carried basis.

•        “workover” means operations on a producing well to restore or increase production.

•        “WTI” means West Texas Intermediate.

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SELECTED DEFINITIONS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

•        “amended and restated memorandum and articles of association” means the amended and restated memorandum and articles of association of EQV, effective August 6, 2024;

•        “Available Cash” means has the meaning ascribed to it in the Business Combination Agreement attached as Annex A to this proxy statement/prospectus;

•        “BTIG” means BTIG, LLC, the underwriter of the IPO;

•        “Broadridge” means Broadridge Financial Solutions, Inc., the virtual meeting host for the extraordinary special meeting;

•        “Business Combination Agreement” means that certain Business Combination Agreement, dated August 5, 2025, by and among EQV, Presidio, EQV Merger Sub, EQV Holdings, Presidio Merger Sub and PIH, as amended, supplemented or otherwise modified from time to time in accordance with its terms;

•        “Business Combination” means the Domestication, the Merger and other transactions contemplated by the Business Combination Agreement, collectively;

•        “Call Right” means the right, pursuant to the Prometheus Holdings LLC Agreement and upon the exercise of the EQV Holdings Redemption Right by an EQV Holdings Unitholder, for Presidio to acquire each tendered EQV Holdings Common Unit directly from such EQV Holdings Unitholder for, at Presidio’s election, (i) one share of Presidio Class A Common Stock, subject to conversion rate adjustments for stock splits, stock dividends and reclassification, or (ii) an equivalent amount of cash;

•        “Cayman Islands Companies Act” means the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time;

•        “Class A Shares” means the Class A ordinary shares, $0.0001 par value in the capital of EQV, which will automatically convert, on a one-for-one basis, into shares of EQV Class A Common Stock in connection with the Domestication;

•        “Class B Contribution” means the Sponsor’s contribution at Closing of 1,127,963 Class B Shares to EQV in exchange for Presidio’s issuance of 562,746 shares of Presidio Class A Common Stock (or securities convertible into Presidio Class A Common Stock) having a value of approximately $5,914,460 (based on the January 8, 2026 Closing Price) to the PIH Rollover Holders and Presidio’s issuance of 565,217 shares of Presidio Class A Common Stock to certain PIPE Investors in connection with the Securities Contribution and Transfer Agreements;

•        “Class B Shares” means the Class B ordinary shares, $0.0001 par value in the capital of EQV, which will automatically convert, on a one-for-one basis, into shares of Class B Common Stock in connection with the Domestication;

•        “Closing Date” means the date on which the Closing occurs;

•        “Closing” means the closing of the transactions contemplated by the Business Combination Agreement;

•        “Condition Precedent Proposals” means the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, the Stock Issuance Proposal and the Incentive Plan Proposal, collectively;

•        “Domestication” means the transfer by way of continuation by way of the deregistration of EQV from the Cayman Islands and the continuation and domestication as a corporation registered in the State of Delaware;

•        “DRIP Shares” means the 3,811,019 Class B Shares (which will be exchanged for shares of Presidio Class A Common Stock in connection with the Closing) held by the Sponsor that are subject to time vesting during the first three years following the Closing pursuant to a dividend reinvestment program;

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•        “Earn-Out Shares” means the 1,905,509 Class B Shares (which will be exchanged for shares of Presidio Class A Common Stock in connection with the Closing) held by the Sponsor that are subject to vesting (or forfeiture) on the basis of achieving certain trading price thresholds during the first five years following the Closing;

•        “Effective Time” means the time at which the Merger becomes effective;

•        “EQV” means EQV Ventures Acquisition Corp., a Cayman Islands exempted company;

•        “EQV Board” means EQV’s board of directors;

•        “EQV Class A Common Stock” means Class A common stock, $0.0001 par value, of EQV, following the Domestication;

•        “EQV Group” refers to EQV Resources Partners LLC, EQV Operating LLC, Peachtree OG LLC and their direct and indirect subsidiaries, including investment vehicles and funds managed and/or operated by affiliates of EQV Resources Partners LLC and EQV Operating LLC and their respective portfolio companies;

•        “EQV Holdings” means Prometheus Holdings LLC, a Delaware limited liability company and direct wholly owned subsidiary of EQV;

•        “EQV Holdings Redemption Right” means the right, pursuant to the Prometheus Holdings LLC Agreement, for EQV Holdings Unitholders (other than Presidio) to cause EQV Holdings to acquire all or a portion of their vested EQV Holdings Common Units and corresponding shares of Presidio Class B Common Stock for shares of Presidio Class A Common Stock at a redemption ratio of one share of Presidio Class A Common Stock for each EQV Holdings Common Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification;

•        “EQV Holdings Common Units” means the common units of EQV Holdings;

•        “EQV Holdings Unitholder” means a holder of EQV Holdings Common Units;

•        “EQV Interest” means one Class B Share together with one Class A Unit or Class B Unit of EQV Holdings;

•        “EQV Merger Sub” means Prometheus PubCo Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Presidio;

•        “EQV private placement warrants” means the 220,833 warrants outstanding as of the date of this proxy statement/prospectus that were issued to our Sponsor and BTIG (which may become exercisable for Class A Shares at an exercise price of $11.50 per share), which are substantially identical to the public warrants sold as part of the Public Units;

•        “EQV public warrants” means the currently outstanding 11,666,666 warrants to purchase Class A Shares that were issued as part of the Public Units (which may become exercisable for Class A Shares at an exercise price of $11.50 per share) and, after the Business Combination, the 11,666,666 warrants to purchase Presidio Class A Common Stock that will be exercisable for shares of Presidio Class A Common Stock at $11.50 per share;

•        “EQV Surviving Subsidiary” means the wholly owned subsidiary of Presidio resulting from the merger of EQV Merger Sub with and into EQV, with EQV surviving;

•        “EQV Surviving Subsidiary Common Shares” means the common shares of EQV Surviving Subsidiary;

•        “EQV shareholders” means holders of Class A Shares and holders of Class B Shares;

•        “EQV warrants” means the EQV private placement warrants and the EQV public warrants;

•        “EQVR” means EQV Resources LLC, a Delaware limited liability company;

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•        “EQVR Acquisition” means the acquisition by Presidio of all of the issued and outstanding equity interests of EQVR via merger to occur following the Closing;

•        “EQVR Intermediate” means EQV Resources Intermediate LLC, a Delaware limited liability company;

•        “EQVR Merger Agreement” means the agreement and plan of merger, dated as of August 5, 2025, by and among EQV, Presidio, EQVR Merger Sub, EQVR, EQVR Intermediate and PIH, solely for the limited purposes set forth therein;

•        “EQVR Merger Sub” means EQVR Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Presidio;

•        “Existing Governing Documents” means the amended and restated memorandum and articles of association of EQV;

•        “Existing PIH Holders” means the existing holders of equity securities of PIH;

•        “extraordinary general meeting” means the extraordinary general meeting of EQV to be held virtually at https://www.virtualshareholdermeeting.com/FTW2026SM on February 27, 2026 at 9:00 a.m., Eastern Time, and any adjournments or postponements thereof;

•        “Incentive Plan” means the Presidio Production Company 2026 Equity Incentive Plan to be considered for adoption and approval by the shareholders pursuant to the Incentive Plan Proposal;

•        “IPO” means EQV’s initial public offering that was consummated on August 8, 2024;

•        “January 8, 2026 Closing Price” means, as applicable, the closing price of the Class A Shares, the EQV public warrants and the Public Units of $10.51, $0.47 and $10.50, respectively, on the NYSE on January 8, 2026;

•        “Maximum Contractual Redemption Scenario” means a scenario in which 100% of the public shares currently held by public shareholders and which may be redeemed while continuing to satisfy the Minimum Available Cash Condition are redeemed for cash from the Trust Account, representing approximately 89.2% of the public shares currently held by the public shareholders;

•        “Merger” means the merger of EQV Merger Sub with and into EQV, with EQV surviving and becoming a wholly owned direct subsidiary of Presidio and with EQV shareholders receiving one share of Presidio Class A Common Stock for each share of EQV Class A Common Stock held by such shareholder, in accordance with the terms of the Business Combination Agreement;

•        “Mid-Point Contractual Redemption Scenario” means a scenario in which 50% of the public shares currently held by public shareholders and assumed to be redeemed under the Maximum Contractual Redemption Scenario are redeemed for cash from the Trust Account, representing approximately 44.6% of the public shares currently held by public shareholders;

•        “Minimum Available Cash Condition” means the condition in the Business Combination Agreement that states that Available Cash must equal no less than $140,197,687;

•        “New EQV Bylaws” means the bylaws of EQV to be effective immediately after the Domestication, attached to this proxy statement/prospectus as Annex S;

•        “New EQV Certificate of Incorporation” means the certificate of incorporation of EQV to be effective immediately after the Domestication, attached to this proxy statement/prospectus as Annex R;

•        “New EQV Governing Documents” means the New EQV Certificate of Incorporation and New EQV Bylaws;

•        “No Redemption Scenario” means a scenario in which none of the Class A Shares currently held by public shareholders are redeemed for cash from the Trust Account;

•        “NYSE” means the New York Stock Exchange;

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•        “Ordinary Shares” means the Class A Shares and the Class B Shares together;

•        “PIH” means, prior to the Closing of the Business Combination, Presidio Investment Holdings LLC, a Delaware limited liability company;

•        “PIH Rollover Holder” means certain existing investors and certain unitholders of PIH party to a Rollover Agreement;

•        “PIPE Financing” means the transactions contemplated by the Subscription Agreements, pursuant to which the PIPE Investors agreed to subscribe for and purchase, and EQV and Presidio have agreed to issue and sell to the PIPE Investors, an aggregate of 8,750,000 shares of Presidio Class A Common Stock following the Domestication for a purchase price of $10.00 per share, on the terms and subject to the conditions set forth therein, which purchase and sale will be consummated immediately prior to the Business Combination;

•        “PIPE Investors” means the investors who participated in the PIPE Financing;

•        “Preferred Financing” means the transactions contemplated by the Securities Purchase Agreement, pursuant to which and subject to the satisfaction of the closing conditions contained therein, immediately prior to or substantially concurrently with the Closing, the Preferred Investors will purchase in a private placement from Presidio an aggregate of 125,000 Preferred Shares and 937,500 Preferred Investor Warrants for a cash purchase price of $123,750,000 (net of all applicable original issue discounts);

•        “Preferred Investors” means the investors who participated in the Preferred Financing;

•        “Preferred Investor Warrants” means the warrants to purchase 937,500 shares of Presidio Class A Common Stock for an exercise price of $0.01 per warrant held by certain Preferred Investors;

•        “Preferred Shares” means the Series A Perpetual Preferred Shares with a stated value of $1,000 per share of Presidio;

•        “Preferred Stockholders’ Agreement” means the agreement between certain Preferred Investors and Presidio to be entered into at the Closing;

•        “Presidio Board” means the board of directors of Presidio;

•        “Presidio Class A Common Stock” means the Class A common stock, par value $0.0001 per share, of Presidio;

•        “Presidio Class B Common Stock” means the Class B common stock, par value $0.0001 per share, of Presidio;

•        “Presidio Common Stock” means the Presidio Class A Common Stock and the Presidio Class B Common Stock together;

•        “Presidio Preferred Stock” means shares of Presidio’s Series A preferred stock, par value $0.0001;

•        “Presidio private placement warrants” means the EQV private placement warrants following the consummation of the Business Combination;

•        “Presidio public warrants” means the EQV public warrants following the consummation of the Business Combination;

•        “Presidio stockholder” means a holder of Presidio Class A Common Stock or a holder of Presidio Class B Common Stock;

•        “Presidio warrants” means the Presidio private placement warrants, the Preferred Investor Warrants and the Presidio public warrants;

•        “Private Financing” means the PIPE Financing and the Preferred Financing;

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•        “Private Financing Agreement” means the Subscription Agreements and the Securities Purchase Agreement;

•        “Private Placement Units” means the units of EQV, each unit representing one Class A Share and one-third of one EQV private placement warrant to acquire one Class A Share, that were offered and sold by EQV to the Sponsor in a private placement at the time of the IPO;

•        “Prometheus Holdings LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of EQV Holdings to be entered into in connection with the Closing;

•        “Proposed Bylaws” means the proposed bylaws of Presidio to be effective upon the Closing and be approved pursuant to the Governing Documents Proposal and attached to this proxy statement/prospectus as Annex I;

•        “Proposed Certificate of Incorporation” means the proposed certificate of incorporation of Presidio to be effective upon the Closing and be approved pursuant to the Governing Documents Proposal and attached to this proxy statement/prospectus as Annex H;

•        “Proposed Governing Documents” means the Proposed Certificate of Incorporation and the Proposed Bylaws;

•        “public shareholders” means holders of public shares;

•        “public shares” means the currently outstanding 35,000,000 Class A Shares issued as part of the Public Units in the IPO;

•        “Public Units” means the units of EQV, each unit representing one Class A Share and one-third of one EQV public warrant to acquire one Class A Share, that were offered and sold by EQV in its initial public offering;

•        “RBL Facility” means the Loan Agreement by and among Presidio WAB LLC, as borrower, PIH, as a guarantor, the subsidiary guarantors from time-to-time party thereto, and SouthState Bank, as lender, dated as of July 2, 2025;

•        “RBL Financing” means the new secured reserve-based lending revolving credit facility that is expected to replace the RBL Facility in connection with the Business Combination Agreement;

•        “Record Date” means January 30, 2026;

•        “redemption” means each redemption of public shares for cash pursuant to the Existing Governing Documents;

•        “Registration and Stockholders’ Rights Agreement” means that certain agreement by and among EQV, EQV Holdings, EQVR Intermediate, our Sponsor, certain members of Presidio’s management and certain PIH investors, to be entered into upon the Closing, pursuant to which certain registration and governing rights and obligations of the parties are set forth;

•        “Registration Rights Parties” means EQVR Intermediate, the Sponsor and certain holders of PIH equity and certain members of Presidio’s management;

•        “Rollover Agreement” means the Rollover Agreement, dated as of August 5, 2025, by and among EQV, EQV Holdings, PIH, certain existing investors and certain unitholders of PIH, pursuant to which the Class A ParentCo Rollover Units (as defined in the Rollover Agreement) of such PIH Rollover Holders will, in accordance with the terms of the Business Combination Agreement and the Rollover Agreement, convert into the right to receive a number of EQV Holdings Common Units and a number of shares of Presidio Class B Common Stock at par value;

•        “SEC” means the Securities and Exchange Commission;

•        “Securities Act” means the Securities Act of 1933, as amended;

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•        “Securities Contribution and Transfer Agreements” means the Securities Contribution and Transfer Agreements, dated as of August 5, 2025, by and among EQV, Presidio, Sponsor, certain PIH Rollover Holders and certain PIPE Investors party thereto, pursuant to which EQV and Presidio agreed to effectuate the Class B Contribution;

•        “Securities Purchase Agreement” means the Series A Preferred Securities Purchase Agreement, dated as of August 5, 2025, by and among EQV, Presidio, PIH and the Preferred Investors in connection with the Preferred Financing, pursuant to which the Preferred Investors agreed to purchase the Presidio Preferred Stock and the Preferred Investor Warrants;

•        “Sponsor Letter Agreement” means the letter agreement, dated August 5, 2025, by and among EQV, our Sponsor, EQV Holdings, PIH, Presidio and certain of EQV’s directors and officers;

•        “Sponsor” means EQV Ventures Sponsor LLC, a Delaware limited liability company;

•        “Subscription Agreements” means the subscription agreements, entered into by EQV, Presidio and PIPE Investors in connection with the PIPE Financing;

•        “Transfer Agent” means Continental Stock Transfer & Trust Company, in its capacity as EQV’s transfer agent;

•        “Trust Account” means the trust account established at the consummation of the IPO that holds the proceeds of the initial public offering and is maintained by the Transfer Agent, acting as trustee; and

•        “Units” means the Private Placement Units and the Public Units.

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SHARE CALCULATIONS AND OWNERSHIP PERCENTAGES

Unless otherwise specified, the share counts and other data set forth in this proxy statement/prospectus does not take into account (i) the issuance of any shares upon completion of the Business Combination under the Incentive Plan, which is expected to include 10% of the fully diluted, and as converted, outstanding shares of Presidio Class A Common Stock immediately following consummation of the Business Combination, or (ii) the issuance of any shares upon the exercise of the 12,824,999 Presidio warrants that will remain outstanding immediately following the Business Combination and may be exercised thereafter, and otherwise assumes that (a) no public shareholders elect to have their public shares redeemed, (b) none of EQV’s existing shareholders or PIH equity holders purchase Class A Shares in the open market and (c) there are no other issuances of equity interests of EQV prior to or in connection with the Closing.

MARKET AND INDUSTRY DATA

The market data and certain other statistical information included in this proxy statement/prospectus are based on a variety of sources, including independent industry publications, government publications and other published independent sources. Some data is also based on our good faith estimates, which have been derived from management’s knowledge and experience in the industry in which we operate. Although we have not independently verified the accuracy or completeness of the third-party information included in this proxy statement/prospectus, based on management’s knowledge and experience, we believe that these third-party sources are reliable and that the third-party information included in this proxy statement/prospectus or in our estimates is accurate and complete. While we are not aware of any misstatements regarding the market, industry or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the headings “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in this proxy statement/prospectus.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The statements contained in this proxy statement/prospectus that are not purely historical are forward-looking statements. These forward-looking statements include statements about the parties’ ability to close the Business Combination and the EQVR Acquisition, the anticipated benefits of the Business Combination and the EQVR Acquisition, reserve estimates for PIH and EQVR, the estimates and projections of financial condition, results of operations and earnings as well as the outlook and prospects of EQV, PIH, Presidio or EQVR, and also include statements related to the period following the consummation of the Business Combination and the EQVR Acquisition. In addition, any statements that refer to characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this proxy statement/prospectus are based on the current expectations of the management of EQV, PIH, Presidio and EQVR and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of any such statement. There can be no assurance that future developments will be those that have been anticipated. The forward-looking statements contained in this proxy statement/prospectus involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors” and the following:

•        conditions to the completion of the Business Combination, the EQVR Acquisition and Private Financings, including shareholder approval of the Business Combination, may not be satisfied or the regulatory approvals required for the Business Combination may not be obtained on the terms expected or on the anticipated schedule;

•        the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement, the EQVR Acquisition or the termination of any Private Financing Agreement;

•        the effect of the announcement or pendency of the Business Combination and the EQVR Acquisition on the business relationships, operating results and business generally of PIH and EQVR, respectively;

•        risks that the Business Combination and the EQVR Acquisition disrupts the current plans and operations of PIH and EQVR, respectively;

•        risks related to diverting management’s attention from the ongoing business operations of PIH and EQVR;

•        potential litigation that may be instituted against EQV, PIH, Presidio or EQVR or their respective directors or officers related to the Business Combination or the EQVR Acquisition or in relation to the business of PIH or EQVR;

•        the amount of the costs, fees, expenses and other charges related to the Business Combination and the EQVR Acquisition;

•        risks relating to the uncertainty of the projected financial information with respect to Presidio;

•        Presidio’s ability to manage future growth effectively;

•        Presidio’s ability to utilize its net operating loss and tax credit carryforwards effectively;

•        the capital-intensive nature of PIH’s business model, which may require Presidio to raise additional capital in the future;

•        changes in supply and demand levels for oil, natural gas, and natural gas liquids, and the resulting impact on the price for those commodities and the results of operations of PIH, Presidio and EQVR;

•        significant declines in prices for oil, natural gas, or natural gas liquids, which could (among other things) require downward adjustments to proved reserves and significant impairment charges;

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•        changes in safety, health, environmental, tax, and other regulations or requirements (including those addressing air emissions, water management, or the impact of global climate change);

•        risks related to Presidio’s ability to meet its projections;

•        the possibility of damage to PIH’s properties as a result of natural disasters;

•        Presidio’s ability to comply with all applicable laws and regulations;

•        the impact of public perception of fossil fuel derived energy on Presidio’s business;

•        any political or other disruptions in oil producing nations;

•        Presidio’s ability to meet stock exchange listing standards following the consummation of the Business Combination;

•        the impact of macroeconomic events, such as inflation, recessions or depressions and, wars or fears of war;

•        Presidio’s ability to pay dividends;

•        Presidio’s ability to replace the reserves through acquisitions;

•        Presidio’s hedging strategy and results;

•        the timing and amount of Presidio’s future production of oil, NGLs and natural gas; and

•        Presidio’s decline rates of its oil and gas properties.

Reserve engineering is a method of estimating underground accumulations of crude oil, natural gas or NGLs that cannot be measured in an exact way. Crude oil, natural gas and NGL reserve engineering is not an exact science and requires subjective estimates of underground accumulations of crude oil, natural gas and NGLs and assumptions concerning future crude oil, natural gas and NGL prices, production levels, ultimate recoveries and operating and development costs. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reserve engineers. In addition, the results of drilling, testing and production activities may justify revisions of previous estimates. As a result, estimated quantities of proved reserves, projections of future production rates and the timing of development expenditures may turn out to be incorrect.

Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by the management of EQV, PIH, Presidio or EQVR prove incorrect, actual results may vary in material respects from those projected in the forward-looking statements contained in this proxy statement/prospectus. Accordingly, you should not place undue reliance on these forward-looking statements in deciding how to vote your shares on the proposals set forth in this proxy statement/prospectus.

Except to the extent required by applicable law or regulation, EQV, PIH, Presidio and EQVR disclaim any obligation to update the forward-looking statements contained herein to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

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QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF EQV

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the Business Combination. The following questions and answers do not include all the information that may be important to EQV’s shareholders. We urge shareholders to read this proxy statement/prospectus, including the annexes and the other documents referred to herein, carefully and in their entirety to fully understand the Business Combination and the voting procedures for the extraordinary general meeting, which will be held virtually at https://www.virtualshareholdermeeting.com/FTW2026SM on February 27, 2026 at 9:00 a.m., Eastern Time.

Q:     WHAT IS THE BUSINESS COMBINATION?

A:     Pursuant to the Business Combination Agreement, by and among EQV, Presidio, PIH and the other parties thereto, among other things:

(i)     EQV will change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and registering by way of continuation and domesticating as a corporation incorporated under the laws of the State of Delaware, upon which (a) each then issued and outstanding Class A Share will convert automatically, on a one-for-one basis, to a share of EQV Class A Common Stock, (b) each issued and outstanding warrant to purchase one Class A Share at a price of $11.50 per share will convert automatically, on a one-for-one basis, into a whole warrant exercisable for one share of EQV Class A Common Stock and (c) the name of EQV will be changed from “EQV Ventures Acquisition Corp.” to “Presidio MidCo Inc.”; and

(ii)    Following the Domestication, EQV Merger Sub will merge with and into EQV, with EQV as the surviving company in the merger and with (a) EQV shareholders receiving one share of Presidio Class A Common Stock for each share of EQV Class A Common Stock held by such shareholder and (b) each EQV public warrant converting automatically, on a one-for-one basis, into a whole warrant exercisable for one share of Presidio Class A Common Stock, in accordance with the terms of the Business Combination Agreement, and upon which Presidio will change its name to “Presidio Production Company.” After giving effect to such merger, EQV will survive as a wholly owned subsidiary of Presidio, following which, Presidio Merger Sub will merge with and into PIH, with PIH as the surviving company in the merger, all on the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with applicable law.

At the Closing of the Business Combination (i) Presidio shall contribute to EQV Surviving Subsidiary all of its assets and liabilities (excluding its interest in EQV Surviving Subsidiary), (ii) in exchange therefor, EQV Surviving Subsidiary shall issue to Presidio (A) a number of EQV Surviving Subsidiary Common Shares which shall equal the number of total shares of Presidio Class A Common Stock issued and outstanding immediately after the Closing (giving effect to the redemption of public shares), (B) a number of Class A preferred shares of EQV Surviving Subsidiary equal to the number of shares of Presidio Preferred Stock outstanding and (C) a number of warrants to purchase EQV Surviving Subsidiary Common Shares which shall equal the number of Presidio warrants outstanding immediately after the Closing, (iii) EQV Surviving Subsidiary shall then contribute to EQV Holdings all of its assets and liabilities (excluding its interests in EQV Holdings and the shares being redeemed), including cash held by EQV, and (iv) in exchange therefor, EQV Holdings shall issue to EQV Surviving Subsidiary (A) a number of EQV Holdings Common Units which shall equal the number of total shares of EQV Class A Common Stock issued and outstanding immediately after the Closing (giving effect to the redemption of public shares), (B) a number of Class A preferred units of EQV Holdings equal to the number of shares of Preferred Shares outstanding and (C) a number of warrants to purchase EQV Holdings Common Units which shall equal the number of EQV warrants outstanding immediately after the Closing.

Following the Closing, Presidio will acquire all of the issued and outstanding equity interests of EQVR via merger pursuant to and on the terms and subject to the conditions set forth in the EQVR Merger Agreement.

Q:     WHY AM I RECEIVING THIS DOCUMENT?

A:     EQV is sending this proxy statement/prospectus to its shareholders to help them decide how to vote their Ordinary Shares with respect to the matters to be considered at the extraordinary general meeting.

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The Business Combination cannot be completed unless EQV’s shareholders approve each of the Condition Precedent Proposals set forth in this proxy statement/prospectus. Information about the extraordinary general meeting, the Business Combination and the other business to be considered by shareholders at the extraordinary general meeting is contained in this proxy statement/prospectus.

This document constitutes a proxy statement of EQV and a prospectus of Presidio. It is a proxy statement because the board of directors of EQV is soliciting proxies using this proxy statement/prospectus from its shareholders. It is a prospectus because Presidio, in connection with the Business Combination, is offering shares of common stock in exchange for EQV’s outstanding Ordinary Shares and as part of the consideration to be received as part of the Business Combination. See “The Business Combination Proposal — The Business Combination Agreement — Consideration to be Received in the Mergers.”

Q:     WHEN WILL THE BUSINESS COMBINATION BE COMPLETED?

A:     The parties currently expect that the Business Combination will be completed in the first quarter of 2026. However, neither EQV nor PIH can assure you of when or if the Business Combination will be completed, and it is possible that factors outside of the control of EQV and PIH could result in the Business Combination being completed at a different time or not at all. The outside date for consummation of the Business Combination is February 5, 2026. Before the Business Combination can be completed, EQV must obtain the approval of EQV shareholders for each of the Condition Precedent Proposals, and EQV and PIH must also satisfy other closing conditions. See “The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing of the Business Combination.”

Q:     WHAT HAPPENS IF THE BUSINESS COMBINATION IS NOT COMPLETED?

A:     If EQV does not complete the Business Combination with PIH for any reason, EQV would need to search for another target business with which to complete a business combination and the EQVR Acquisition would not occur. If EQV and PIH do not complete the Business Combination or a business combination with another target business by August 8, 2026, or such later date as may be approved by EQV’s shareholders (if extended), EQV must cease all operations except for the purpose of winding up, as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the amount then held in the Trust Account, including interest earned on funds held in the Trust Account (less permitted withdrawals, taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish the rights of holders of Class A Shares (including the right to receive further liquidation distributions, if any) and as promptly as reasonably possible following such redemption, subject to the approval of EQV’s remaining shareholders and the directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. The Sponsor has no redemption rights in the event a business combination is not effected in the required time period and, accordingly, its Class B Shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to the EQV warrants. Accordingly, such EQV warrants will expire worthless.

Q:     WHAT AM I BEING ASKED TO VOTE ON AND WHY IS THIS APPROVAL NECESSARY?

A:     EQV shareholders are being asked to vote on the following Proposals:

(1)    the Business Combination Proposal;

(2)    the Domestication Proposal;

(3)    the Governing Documents Proposal;

(4)    the Governing Documents Advisory Proposal;

(5)    the Stock Issuance Proposal;

(6)    the Incentive Plan Proposal; and

(7)    the Adjournment Proposal.

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The Business Combination is conditioned upon the approval of the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, the Governing Documents Advisory Proposal, the Stock Issuance Proposal, and the Incentive Plan Proposal and, subject to the terms of the Business Combination Agreement. The Business Combination is not conditioned on the approval of the Governing Documents Advisory Proposal or the Adjournment Proposal. If the Business Combination Proposal is not approved, the other proposals (except the Adjournment Proposal) will not be presented to the EQV shareholders for a vote. For the avoidance of doubt, if put forth at the extraordinary general meeting, the Adjournment Proposal will be the first and only proposal voted on and the Condition Precedent Proposals will not be submitted to the shareholders for a vote.

Q:     WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE EXTRAORDINARY GENERAL MEETING?

A:     The Business Combination Proposal:    The approval of the Business Combination Proposal requires an ordinary resolution, being the affirmative vote of the holders of at least a majority of the votes cast by the holders of the Ordinary Shares present virtually or represented by proxy and entitled to vote on such matter. EQV shareholders must approve the Business Combination Proposal in order for the Business Combination to occur. If EQV shareholders fail to approve the Business Combination Proposal, the Business Combination will not occur. Pursuant to the Sponsor Letter Agreement, the Sponsor and the Insiders have agreed to vote Ordinary Shares representing approximately 20.9% of the aggregate voting power of the Ordinary Shares in favor of the Business Combination Proposal. Except as otherwise disclosed under “Beneficial Ownership of Securities” in this proxy statement/prospectus, EQV’s officers and directors do not hold any public shares, but may purchase public shares at any time, subject to compliance with law and EQV’s trading policies. As a result, in addition to approval by the Sponsor, approval of the Business Combination Proposal will require the affirmative vote of at least 12,976,251 Ordinary Shares held by public shareholders (or approximately 29.1% of the public shares) if all Ordinary Shares are represented at the extraordinary general meeting and cast votes, and no affirmative vote of any holder of public shares will be required if only such shares as are required to establish a quorum are represented at the extraordinary general meeting and cast votes.

The Domestication Proposal:    The approval of the Domestication Proposal requires a special resolution, being the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the Ordinary Shares present virtually or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. EQV shareholders must approve the Domestication Proposal in order for the Business Combination to occur. If EQV shareholders fail to approve the Domestication Proposal, the Business Combination will not occur. Pursuant to the Sponsor Letter Agreement, the Sponsor and the Insiders have agreed to vote Ordinary Shares representing approximately 71.4% of the aggregate voting power of the Ordinary Shares in favor of the Domestication Proposal.

The Governing Documents Proposal:    The approval of the Governing Documents Proposal requires an ordinary resolution, being the affirmative vote of the holders of at least a majority of the votes cast by the holders of the Ordinary Shares present virtually or represented by proxy and entitled to vote on such matter. EQV shareholders must approve the Governing Documents Proposal in order for the Business Combination to occur. If EQV shareholders fail to approve the Governing Documents Proposal, the Business Combination will not occur. Pursuant to the Sponsor Letter Agreement, the Sponsor and the Insiders have agreed to vote Ordinary Shares representing approximately 20.9% of the aggregate voting power of the Ordinary Shares in favor of the Governing Documents Proposal.

The Governing Documents Advisory Proposals:    The approval of any of the Governing Documents Advisory Proposals requires an ordinary resolution, being the affirmative vote of the holders of at least a majority of the votes cast by the holders of the Ordinary Shares present virtually or represented by proxy and entitled to vote on such matter. The Governing Documents Advisory Proposals are not required by Cayman Islands law or Delaware law, but pursuant to SEC guidance, EQV is required to submit these provisions to its shareholders for approval as an ordinary resolution. However, the shareholder votes regarding these proposals are advisory votes, and are not binding on EQV or the board of directors of EQV. Furthermore, the Business Combination is not conditioned on the approval of the Governing Documents Advisory Proposals. Pursuant to the Sponsor Letter Agreement, the Sponsor and the Insiders have agreed to vote Ordinary Shares representing approximately 20.9% of the aggregate voting power of the Ordinary Shares in favor of the Governing Documents Advisory Proposals.

The Stock Issuance Proposal:    The approval of the Stock Issuance Proposal requires an ordinary resolution, being the affirmative vote of the holders of at least a majority of the votes cast by the holders of the Ordinary Shares present virtually or represented by proxy and entitled to vote on such matter. EQV shareholders must

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approve the Stock Issuance Proposal in order for the Business Combination and the EQVR Acquisition to occur. If EQV shareholders fail to approve the Stock Issuance Proposal, the Business Combination and the EQVR Acquisition will not occur. Pursuant to the Sponsor Letter Agreement, the Sponsor and the Insiders have agreed to vote Ordinary Shares representing approximately 20.9% of the aggregate voting power of the Ordinary Shares in favor of the Stock Issuance Proposal.

The Incentive Plan Proposal:    The approval of the Incentive Plan Proposal requires an ordinary resolution, being the affirmative vote of the holders of at least a majority of the votes cast by the holders of the Ordinary Shares present virtually or represented by proxy and entitled to vote on such matter. EQV shareholders must approve the Incentive Plan Proposal in order for the Business Combination to occur. If EQV shareholders fail to approve the Incentive Plan Proposal, the Business Combination will not occur. Pursuant to the Sponsor Letter Agreement, the Sponsor and the Insiders have agreed to vote Ordinary Shares representing approximately 20.9% of the aggregate voting power of the Ordinary Shares in favor of the Incentive Plan Proposal.

The Adjournment Proposal:    The approval of the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of the holders of at least a majority of the votes cast by the holders of the Ordinary Shares present virtually or represented by proxy and entitled to vote on such matter. The Adjournment Proposal is not conditioned upon any other proposal. If put forth at the extraordinary general meeting, the Adjournment Proposal will be the first and only proposal voted on and the Condition Precedent Proposals will not be submitted to the shareholders for a vote.

None of the proposals are conditioned on the approval of at least a majority of the unaffiliated security holders of EQV.

Q:     WHAT ARE THE RECOMMENDATIONS OF THE EQV BOARD?

A:     The EQV Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of EQV. Accordingly, the EQV Board unanimously recommends that EQV’s shareholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Domestication Proposal, “FOR” the approval of the Governing Documents Proposal, “FOR” the approval of the Governing Documents Advisory Proposals, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Incentive Plan Proposal, and “FOR” the approval of the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.

The existence of financial and personal interests of one or more of EQV’s directors may result in a conflict of interest on the part of such director(s) between what such director may believe is in the best interests of EQV and its shareholders and what such director may believe is best for themselves in determining to recommend that shareholders vote for the proposals. EQV’s officers have interests in the Business Combination that may be different from, or in addition to, your interests as an EQV shareholder. The EQV Board was aware of and considered these interests, among other matters, in approving the Business Combination and in determining to recommend to the EQV shareholders to vote in favor of the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

Q:     WHY IS EQV PROPOSING THE BUSINESS COMBINATION PROPOSAL?

A:     EQV was incorporated to effect a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities. On August 8, 2024, EQV completed its IPO and a private placement, generating gross proceeds of $350,000,000. Since the IPO, EQV’s activity has been limited to the evaluation of business combination candidates.

Founded in 2017, PIH is an independent energy company headquartered in Texas, primarily engaged in oil and gas exploration and production, with operations concentrated across the Western Anadarko Basin of Texas, Oklahoma, and Kansas. PIH’s strategy is centered on acquiring existing producing assets and applying engineering expertise to enhance performance and extend asset life. PIH’s management team possesses extensive operational and industry experience and PIH leverages this experience to create sustainable value by investing in long-lived reserves, reducing emissions, improving asset integrity, and generating consistent, hedged-protected cash flow.

The EQV Board and the board of PIH have approved the proposed Business Combination.

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Based on its due diligence investigation of PIH and the industry in which it operates, including the financial and other information provided by PIH in the course of its negotiations in connection with the Business Combination Agreement, EQV believes that the Business Combination with PIH will provide EQV shareholders with an opportunity to participate in the ownership of a company with significant growth potential.

Q:     WHAT IS INVOLVED WITH THE DOMESTICATION?

A:     The Domestication will require EQV to file certain documents in the Cayman Islands and the State of Delaware. At the effective time of the Domestication, EQV will de-register as an exempted company incorporated under the laws of the Cayman Islands and will continue as a Delaware corporation. EQV’s existing organizational documents will be replaced by a certificate of incorporation and bylaws and your rights as a shareholder will cease to be governed by the laws of the Cayman Islands and will be governed by Delaware law.

Q:     HOW WILL THE DOMESTICATION AFFECT MY PUBLIC SHARES, WARRANTS AND UNITS?

A:     On the effective date of the Domestication, (a) each outstanding Class A Share will automatically convert into one share of EQV Class A Common Stock, (b) each outstanding Class B Share will automatically convert into one share of EQV Class B Common Stock, (c) the outstanding EQV warrants will be converted to become exercisable, 30 days following the Closing, at the same per share exercise price and for the same number of shares of Class A Shares as in effect immediately prior to the Domestication. At a moment in time after the effectiveness of the Domestication and before the closing of the Business Combination, each outstanding Unit (each of which currently consists of one Class A Share and one-third of one EQV warrant to purchase one Class A Share) will be separated into its component Class A Share and one-third of one warrant.

Q:     WHAT ARE THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DOMESTICATION TO U.S. HOLDERS OF ORDINARY SHARES?

A:     For a description of the material U.S. federal income tax consequences of the Domestication, see the description in the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders —  Effects of the Domestication on U.S. Holders.”

Q:     WHAT ARE THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO U.S. HOLDERS OF CLASS A SHARES AND EQV WARRANTS?

A:     Subject to the limitations set forth under the section entitled “Material U.S. Federal Income Tax Considerations of the Merger,” the Merger should qualify as a tax-deferred transaction under Section 351 of the Code, and the parties intend for U.S. federal income tax purposes that the Merger qualifies as a tax-deferred reorganization under Section 368 of the Code. However, there is no authority directly on point with respect to a transaction involving the same facts. If the Merger so qualifies, holders of Class A Shares would not recognize gain or loss for U.S. federal income tax purposes as a result of the exchange of Class A Shares solely for Presidio Class A Common Stock, and holders of EQV warrants would not recognize gain or loss for U.S. federal income tax purposes as a result of the exchange of EQV warrants for Presidio warrants. If the Merger only qualifies as a tax-deferred transaction under Section 351 of the Code and does not qualify as a tax-deferred reorganization under Section 368 of the Code, then the exchange of EQV warrants for Presidio warrants in the Merger would not qualify for tax-deferred treatment and would be taxable. You are strongly urged to consult your tax advisor to determine the particular U.S. federal, state or local or foreign income or other tax consequences of the Business Combination (including the Merger) to you. Please see the section entitled “Material U.S. Federal Income Tax Considerations of the Merger.”

Q:     DID THE EQV BOARD OBTAIN A THIRD-PARTY VALUATION OR FAIRNESS OPINION IN DETERMINING WHETHER OR NOT TO PROCEED WITH THE BUSINESS COMBINATION AS A WHOLE?

A:     No. The EQV Board determined it was not necessary to obtain a third-party valuation or fairness opinion given the due diligence it conducted in consultation with its financial and legal advisors and the expertise of its management team. The officers and directors of EQV have substantial experience in evaluating the operating and financial merits of companies from the oil and gas industry. Consequently, the EQV Board concluded that such experience and background enabled it to make the necessary analyses and determinations regarding the Business Combination as a whole and its fairness to EQV shareholders. The EQV Board did, however, obtain a fairness opinion with respect to the EQVR Acquisition.

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Q:     ARE THERE MATERIAL DIFFERENCES BETWEEN MY RIGHTS AS AN EQV SHAREHOLDER AND A PRESIDIO SHAREHOLDER?

A:     Yes. There are certain material differences between your rights as an EQV shareholder and your rights as a Presidio shareholder. Please read the sections entitled “Description of Presidio Securities” and “Comparison of Corporate Governance and Shareholder Rights.”

Q:     DO I HAVE REDEMPTION RIGHTS?

A:     If you are a holder of public shares, you have the right to demand that EQV redeem such shares for a pro rata portion of the cash held in the Trust Account, which holds the proceeds of the IPO, as of two business days prior to the consummation of the Business Combination (including interest earned on the funds held in the Trust Account and not previously released to EQV for permitted withdrawals or to pay its taxes) upon the Closing (such rights, “redemption rights”).

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption with respect to more than 15% of the public shares. Accordingly, all public shares in excess of 15% held by a public shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed.

Q:     IF I AM A HOLDER OF UNITS, CAN I EXERCISE REDEMPTION RIGHTS WITH RESPECT TO MY UNITS?

A:     No. Holders of issued and outstanding Units must elect to separate the Units into the underlying public shares and EQV public warrants prior to exercising redemption rights with respect to the public shares. If you hold your Units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the Units into the underlying public shares and EQV public warrants, or if you hold Units registered in your own name, you must contact the Transfer Agent, directly and instruct them to do so. You are requested to cause your public shares to be separated and tendered or delivered to the Transfer Agent, along with the redemption forms by 5:00 p.m., Eastern Time, on February 25, 2026 (two business days before the scheduled date of the extraordinary general meeting) in order to exercise your redemption rights with respect to your public shares.

Q:     IF I AM A HOLDER OF EQV PUBLIC WARRANTS, CAN I EXERCISE REDEMPTION RIGHTS WITH RESPECT TO MY EQV PUBLIC WARRANTS?

A:     No. The holders of EQV public warrants have no redemption rights with respect to such securities.

Assuming that no more than 15,611,072 public shares, representing the number of public shares outstanding as of the date of this proxy statement/prospectus that are subject to possible redemption under the Mid-Point Contractual Redemption Scenario are redeemed for an aggregate payment of approximately $164,072,367 from the Trust Account, which is a potential amount of redemptions, and assuming that each redeeming public shareholder holds one-third of one EQV public warrant for each public share being redeemed (representing the number of EQV public warrants included in each Unit) and using the January 8, 2026 Closing Price, the aggregate fair value of EQV public warrants that can be retained by redeeming public shareholders is approximately $3,538,510. Assuming the Maximum Contractual Redemption Scenario, resulting in public shares redeemed for an aggregate payment of approximately $328,144,734 from the Trust Account, and assuming that each redeeming public shareholder holds one-third of one EQV public warrant for each public share being redeemed (representing the number of EQV public warrants included in each Unit) and using the January 8, 2026 Closing Price, the aggregate fair value of EQV public warrants that can be retained by redeeming public shareholders is approximately $4,891,469. The actual market price of the EQV public warrants may be higher or lower on the date that warrant holders seek to sell such EQV public warrants. Additionally, EQV cannot assure the holders of EQV public warrants that they will be able to sell their EQV public warrants in the open market as there may not be sufficient liquidity in such securities when warrant holders wish to sell their EQV public warrants. Further, while the level of redemptions of public shares will not directly change the value of the warrants because the warrants will remain outstanding regardless of the level of redemptions, as redemptions of public shares increase, all holders of Presidio warrants following the Closing who exercise such Presidio warrants will ultimately own a greater interest in Presidio because there would be fewer shares outstanding overall.

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Q:     WILL HOW I VOTE AFFECT MY ABILITY TO EXERCISE REDEMPTION RIGHTS?

A:     No. You may exercise your redemption rights whether you vote your public shares for or against, or if you abstain from voting on, the Business Combination Proposal or any other proposal. As a result, the Business Combination Proposal can be approved by shareholders who will redeem their public shares and no longer remain shareholders and subject to the terms and conditions of the Business Combination Agreement, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public shareholders are substantially reduced as a result of redemptions by public shareholders. Also, with fewer EQV ordinary shares and public shareholders, the trading market for shares of Presidio Class A Common Stock may be less liquid than the market for public shares prior to the Business Combination and Presidio may not be able to meet the listing standards of a national securities exchange. In addition, with fewer funds available from the Trust Account, the capital infusion from the Trust Account into PIH’s business will be reduced.

Q:     HOW DO I EXERCISE MY REDEMPTION RIGHTS?

A:     If you are a holder of public shares and wish to exercise your redemption rights, you must demand that EQV redeem your public shares for cash no later than 5:00 p.m., Eastern Time on February 25, 2026 by delivering your share certificates (if any), and other redemption forms to the Transfer Agent physically or electronically using Depository Trust Company’s DWAC (Deposit and Withdrawal at Custodian) system prior to the vote at the extraordinary general meeting. Holders of Units must elect to separate the underlying public shares and EQV public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Units into underlying public shares and EQV public warrants, or if a holder holds Units registered in its own name, the holder must contact the Transfer Agent, directly and instruct them to do so. Any holder of public shares will be entitled to demand that such holder’s shares be redeemed for a full pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was approximately $370,528,054, or $10.59 per share, as of January 8, 2026). Such amount, including interest earned on the funds held in the Trust Account and not previously released to EQV for permitted withdrawals or to pay its taxes, if any, will be paid promptly upon consummation of the Business Combination. However, the proceeds deposited in the Trust Account could become subject to the claims of EQV’s creditors, if any, which could have priority over the claims of EQV’s public shareholders, regardless of whether such public shareholders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

Any written demand of redemption rights must be received by the Transfer Agent prior to the vote taken on the Business Combination Proposal at the extraordinary general meeting. No demand for redemption will be honored unless the holder’s share certificates (if any) and other redemption forms have been delivered (either physically or electronically) to the Transfer Agent prior to the vote at the extraordinary general meeting.

If a holder of public shares properly makes a request for redemption and the certificates for the EQV ordinary shares (if any) along with the redemption forms are delivered as described to the Transfer Agent as described herein, then, if the Business Combination is consummated, EQV will redeem these shares for a pro rata portion of funds deposited in the Trust Account. The redemption will take place before the Domestication and, accordingly, if you exercise your redemption rights, then you will be exchanging your Class A Shares for cash.

Any request to redeem public shares, once made, may be withdrawn at any time, with EQV’s consent, until the closing of the Business Combination. If EQV receives valid redemption requests from holders of public shares prior to the redemption deadline, EQV may, at its sole discretion, following the redemption deadline and until the date of Closing, seek and permit withdrawals by one or more of such holders of their redemption requests. EQV may select which holders to seek such withdrawals of redemption requests from based on any factors we may deem relevant, and the purpose of seeking such withdrawals may be to increase the funds held in the Trust Account. If a holder of public shares delivered its public shares for redemption to the Transfer Agent and decides within the required timeframe not to exercise its redemption rights, it may request that the Transfer Agent return the shares (physically or electronically). The holder can make such request by contacting the Transfer Agent, at the address or email address listed in this proxy statement/prospectus.

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Q:     HOW DO THE PRESIDIO PUBLIC WARRANTS DIFFER FROM THE PRESIDIO PRIVATE PLACEMENT WARRANTS, AND WHAT ARE THE RELATED RISKS FOR HOLDERS OF PRESIDIO PUBLIC WARRANTS AFTER THE BUSINESS COMBINATION?

A:     The Presidio public warrants (into which the EQV public warrants will convert in connection with the Business Combination) are identical to the Presidio private placement warrants (into which the EQV private placement warrants will convert in connection with the Business Combination) in all material terms and provisions, except that the Presidio private placement warrants (including the shares of Presidio Class A Common Stock issuable upon exercise of the Presidio private placement warrants): (i) are not redeemable by Presidio; (ii) may not be transferred, assigned or sold by the holders until 30 days after the Closing, subject to certain limited exceptions; (iii) may be exercised by the holders on a cashless basis; and (iv) are entitled to registration rights.

Following the Closing, we may redeem your unexpired Presidio public warrants prior to their exercise at a time that is disadvantageous to you, making your warrants worthless. Presidio may redeem outstanding Presidio public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Presidio public warrant. To exercise such redemption right: (i) the last reported sale price of Presidio Class A Common Stock must equal or exceed $18.00 per share (as may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we send notice of redemption to the Presidio public warrant holders; and (ii) certain other conditions must be met. If and when the Presidio public warrants become redeemable by Presidio, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, Presidio may redeem the Presidio public warrants as set forth above even if the holders are otherwise unable to exercise the Presidio public warrants. Redemption of the outstanding Presidio public warrants could force you to: (A) exercise your Presidio public warrants and pay the exercise price at a time when it may be disadvantageous for you to do so; (B) sell your Presidio public warrants at the then-current market price when you might otherwise wish to hold your Presidio public warrants; or (C) accept the nominal redemption price which, at the time the outstanding Presidio public warrants are called for redemption, is likely to be substantially less than the market value of your Presidio public warrants.

If Presidio calls the Presidio public warrants for redemption, management of Presidio will have the option to require all holders that wish to exercise the Presidio public warrants to do so on a “cashless basis,” as described in the warrant agreement between the Transfer Agent, as warrant agent, and EQV. The exercise price and number of shares of Presidio Class A Common Stock issuable upon exercise of the Presidio public warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the Presidio public warrants will not be adjusted for issuance of Presidio Common Stock at a price below its exercise price. Additionally, in no event will Presidio be required to net cash settle the Presidio public warrants.

If EQV is unable to complete the Business Combination before August 8, 2026 (unless extended), and EQV liquidates the funds held in the Trust Account, holders of the EQV public warrants will not receive any of such funds with respect to their EQV public warrants, nor will they receive any distribution from EQV’s assets held outside of the Trust Account with the respect to such EQV public warrants. Accordingly, the EQV public warrants may expire worthless.

Q:     WHAT ARE THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO U.S. HOLDERS THAT EXERCISE THEIR REDEMPTION RIGHTS?

A:     For a description of the material U.S. federal income tax consequences to U.S. Holders that exercise their redemption rights, see the description in the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders — Effects to U.S. Holders of Exercising redemption rights.”

Q:     FOLLOWING THE BUSINESS COMBINATION, WILL EQV’s SECURITIES CONTINUE TO TRADE ON A STOCK EXCHANGE?

A:     No. EQV anticipates that, following consummation of the Business Combination, the Units will automatically separate into their component parts, the Class A Shares will be exchanged for Presidio Class A Common Stock, the EQV warrants will automatically become Presidio warrants, and EQV will deregister its securities under

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the Exchange Act. Presidio has applied to list the Presidio Class A Common Stock and Presidio public warrants on NYSE under the symbols “FTW” and “FTW WS,” respectively, upon the Closing and the corresponding delisting of EQV in connection therewith. It is a condition to PIH’s obligations to consummate the Business Combination that the Presidio Class A Common Stock is approved for listing on NYSE. Presidio, PIH, and EQV believe that Presidio will satisfy the initial listing requirements of NYSE at the Closing, but there can be no assurance such listing condition will be met. If such listing condition is not met, the Business Combination may not be consummated unless such condition is waived by PIH. PIH may waive the NYSE listing condition at any time prior to the Closing, including after the extraordinary general meeting. If PIH waives such condition, EQV intends to file a Current Report on Form 8-K within four business days of such event, however you should know that given such timing you may not be notified before the extraordinary general meeting.

Q:     DO EQV SHAREHOLDERS OR WARRANT HOLDERS OR EXISTING PIH HOLDERS HAVE APPRAISAL RIGHTS IN CONNECTION WITH THE DOMESTICATION OR THE BUSINESS COMBINATION?

A:     Public shareholders, holders of EQV warrants and Existing PIH Holders do not have appraisal rights or dissenters’ rights in connection with the Domestication or the Business Combination under Cayman Islands law, the DGCL or the DLLCA.

Q:     WHAT HAPPENS TO THE FUNDS DEPOSITED IN THE TRUST ACCOUNT AFTER CONSUMMATION OF THE BUSINESS COMBINATION?

A:     The net proceeds of the IPO, together with funds raised from the sale of private placement units simultaneously with the consummation of the IPO, was placed in the Trust Account immediately following the IPO. After consummation of the Business Combination, the funds remaining in the Trust Account will be used to pay public shareholders who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination (including aggregate fees of $12,250,000 as deferred underwriting commissions related to the IPO, assuming the No Redemption Scenario and including $3,500,000 of deferred underwriting fee that is payable in EQV’s sole discretion) and will be deposited with Presidio to be used for general corporate purposes.

Q:     WHAT EQUITY STAKE WILL CURRENT EQV SHAREHOLDERS AND PIH ROLLOVER HOLDERS HOLD IN PRESIDIO IMMEDIATELY AFTER THE CLOSING?

A:     As of January 8, 2026, there are 35,000,000 public shares issued and outstanding which may be redeemed in connection with the extraordinary general meeting, and 822,500 shares of non-redeemable Class A Shares issued and outstanding. In addition, there are 11,887,499 EQV warrants issued and outstanding, consisting of 11,666,666 EQV public warrants and 220,833 EQV private placement warrants. Each EQV warrant is exercisable for one Class A Share (or, following the Business Combination, one share of Presidio Class A Common Stock).

EQV cannot predict how many public shares will be redeemed. As a result, EQV is presenting three different redemption scenarios with respect to the public shares, each of which presents a different allocation of total Presidio equity following the Closing. To illustrate potential dilution in each such scenario, the tables below present the post-Closing share ownership of Presidio under each of: (1) the No Redemption Scenario; (2) the Mid-Point Contractual Redemption Scenario; and (3) the Maximum Contractual Redemption Scenario.

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The first table excludes the dilutive effect of: (i) the Earn-Out Shares; (ii) the Presidio private placement warrants; (iii) the Presidio public warrants; (iv) the Preferred Investor Warrants and (v) shares underlying Restricted Stock Units. The second table includes the dilutive effect of such items.

		No Redemption Scenario(1)					Mid-Point Contractual Redemption Scenario(1)(2)					Maximum Contractual Redemption Scenario(1)(3)
		Presidio Common Stock		Ownership %*			Presidio Common Stock		Ownership %*			Presidio Common Stock		Ownership %*
Public Shareholders		35,000,000		57.08	%		19,388,928		42.42	%		3,777,856		12.55	%
Sponsor(4)		6,116,528		9.98	%		6,116,528		13.38	%		6,116,528		20.33	%
EQV Directors(5)		160,000		0.26	%		160,000		0.35	%		160,000		0.53	%
BTIG, LLC		262,500		0.43	%		262,500		0.57	%		262,500		0.87	%
PIH Rollover Holders(6)		7,036,876		11.48	%		7,036,876		15.40	%		7,036,876		23.39	%
EQVR Intermediate(11)		3,422,260		5.58	%		3,422,260		7.49	%		3,422,260		11.37	%
PIPE Investors(7)		9,315,217		15.19	%		9,315,217		20.38	%		9,315,217		30.96	%
Total shares of Presidio Common Stock outstanding at Closing		61,313,381		100.00	%		45,702,309		100.00	%		30,091,237		100.00	%

		No Redemption Scenario(1)					Mid-Point Contractual Redemption Scenario(1)(2)					Maximum Contractual Redemption Scenario(1)(3)
		Presidio Common Stock		Ownership %*			Presidio Common Stock		Ownership %*			Presidio Common Stock		Ownership %*
Public Shareholders		35,000,000		45.12	%		19,388,928		31.29	%		3,777,856		8.15	%
EQV Public Warrant Holders		11,666,666		15.04	%		11,666,666		18.83	%		11,666,666		25.17	%
Sponsor(4)		6,116,528		7.88	%		6,116,528		9.87	%		6,116,528		13.19	%
EQV Directors(5)		160,000		0.21	%		160,000		0.26	%		160,000		0.35	%
BTIG, LLC		262,500		0.34	%		262,500		0.42	%		262,500		0.57	%
Private Placement Warrant Holders(8)		220,833		0.28	%		220,833		0.36	%		220,833		0.48	%
Preferred Investor Warrants(10)		937,500		1.21	%		937,500		1.51	%		937,500		2.02	%
PIH Rollover Holders(6)		7,036,876		9.07	%		7,036,876		11.36	%		7,036,876		15.18	%
Earn-Out Shares(9)		1,905,509		2.46	%		1,905,509		3.07	%		1,905,509		4.11	%
EQVR Intermediate(11)		3,422,260		4.41	%		3,422,260		5.52	%		3,422,260		7.38	%
PIPE Investors(7)		9,315,217		12.01	%		9,315,217		15.03	%		9,315,217		20.09	%
​Restricted Stock Units		1,535,250		1.98	%		1,535,250		2.48	%		1,535,250		3.31	%
Fully-Diluted Shares		77,579,139		100.00	%		61,968,067		100.00	%		46,356,995		100.00	%

____________

*        Amounts may not sum due to rounding.

(1)      Share ownership presented under each redemption scenario is presented for illustrative purposes. EQV and PIH cannot predict how many public shares will be redeemed. As a result, the redemption amount and the number of public shares redeemed in connection with the Business Combination may differ from the amounts presented above. The ownership percentages of current public shareholders may also differ from the presentation above if the actual redemptions are different from these assumptions. See “Risk Factors — Risks Related to Redemption”.

(2)      This scenario assumes that 15,611,072 Class A Shares, or approximately 44.6% of the public shares outstanding as of the date of this proxy statement/prospectus, are redeemed, which is approximately 50% of the public shares assumed to be redeemed under the Maximum Contractual Redemption Scenario.

(3)      This scenario assumes that 31,222,144 Class A Shares, or approximately 89.2% of the public shares outstanding are redeemed, which is approximately 100% of the public shares assumed to be redeemed under the Maximum Contractual Redemption Scenario.

(4)      Represents shares of Presidio Class A Common Stock owned upon conversion of the Class B Shares. Includes 400,000 shares of Presidio Class A Common Stock owned upon conversion of the Class A Shares underlying the Private Placement Units and excludes (i) the Class B Contribution and (ii) the Earn-Out Shares that are subject to vesting (or forfeiture) on the basis of achieving certain trading price thresholds during the first five years following the Closing.

(5)      Represents 40,000 Class A Shares held by Jerome C. Silvey, Jr., 40,000 Class A Shares held by Bryan Summers, 40,000 Class A Shares held by Andrew Blakeman and 40,000 Class A Shares held by Marc Peperzak.

(6)      Reflects shares of Presidio Class A Common Stock and Presidio Interests convertible into shares of Presidio Class A Common Stock, which are being reported together on an aggregated basis. Included within Presidio Interests are EQV Holdings Units which represent the economic interests of the combined company held by the non-controlling interests.

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(7)      Assumes completion of the contemplated $87.5 million PIPE Financing and includes the issuance of 565,217 shares of Presidio Class A Common Stock to certain PIPE Investors.

(8)      Represents shares issuable upon the exercise of Presidio private placement warrants. Includes (i) 133,333 Presidio private placement warrants that will be held by Sponsor following the Closing and (ii) 87,500 Presidio private placement warrants that will be held by BTIG following the Closing. Presidio private placement warrants will be exercisable beginning 30 days following the Closing for one share of Presidio Class A Common Stock at an exercise price of $11.50 per share in accordance with the terms of the Presidio private placement warrants. Each redemption scenario assumes that all outstanding Presidio private placement warrants are exercised for cash.

(9)      Represents 1,905,509 Class B Shares, which are Earn-Out Shares that are subject to vesting (or forfeiture) on the basis of achieving certain trading price thresholds during the first five years following the Closing.

(10)    Represents 937,500 shares of Presidio Class A Common Stock underlying Preferred Investor Warrants.

(11)    Reflects shares of Presidio Class A Common Stock to be issued to EQVR Intermediate in connection with the EQVR Acquisition.

For more information, please see the sections of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities.”

Q:     WILL EQV OBTAIN NEW FINANCING IN CONNECTION WITH THE BUSINESS COMBINATION?

A:     Yes. On August 5, 2025, EQV and Presidio entered into subscription agreements with certain PIPE Investors (and may enter into, before the Closing, additional agreements with additional PIPE Investors on the same forms, as applicable) pursuant to which, among other things, the PIPE Investors have agreed to subscribe for and purchase, and EQV and Presidio have agreed to issue and sell to the PIPE Investors, an aggregate of 8,750,000 shares of Presidio Class A Common Stock following the Domestication for a purchase price of $10.00 per share, on the terms and subject to the conditions set forth therein. Each subscription agreement contains customary representations and warranties of EQV and Presidio, on the one hand, and the PIPE Investor, on the other hand, and customary conditions to closing, including the consummation of the Business Combination immediately following the consummation of the PIPE Financing. In addition, on August 5, 2025, EQV, Presidio and PIH entered into the Securities Purchase Agreement with the Preferred Investors pursuant to which and subject to the satisfaction of the closing conditions contained therein, immediately prior to or substantially concurrently with the Closing, the Preferred Investors will purchase in a private placement from Presidio an aggregate of 125,000 Preferred Shares and 937,500 Preferred Warrants for a cash purchase price of $123,750,000 (net of all applicable original issue discounts).

Q:     HOW DOES THE SPONSOR INTEND TO VOTE ON THE PROPOSALS?

A:     The Sponsor and the Insiders control approximately 20.9% of the voting power of the outstanding Ordinary Shares (except, with respect to the Domestication Proposal for which the Class B Shares are entitled to ten votes per share, the Sponsor and the Insiders control 71.4% of the voting power of the outstanding Ordinary Shares). The Sponsor and the Insiders have agreed, among other things, to (i) vote all Ordinary Shares held by them at any meeting of the shareholders of EQV in favor of the approval and adoption of the Business Combination Agreement and the Business Combination; and (ii) not to redeem or transfer any of the Ordinary Shares held by them, or deposit into a voting trust or enter into a voting agreement in a manner inconsistent with the Sponsor Letter Agreement. See also “Certain Relationships and Related Person Transactions — Sponsor Letter Agreement.”

Q:     HOW DO I ATTEND THE EXTRAORDINARY GENERAL MEETING?

A:     To better meet practical needs, the EQV Board determined that the extraordinary general meeting will be a virtual meeting conducted exclusively via live webcast. You will be able to attend the extraordinary general meeting online, vote at the extraordinary general meeting and submit your questions during the extraordinary general meeting by visiting https://www.virtualshareholdermeeting.com/FTW2026SM. The meeting webcast will begin promptly at 9:00 a.m., Eastern Time. You may access the meeting 15 minutes prior to the start time, and you should allow ample time for the check-in procedures. Because the extraordinary general meeting will be a completely virtual meeting, there will be no physical location for shareholders to attend.

Q:     WHO IS ENTITLED TO VOTE AT THE EXTRAORDINARY GENERAL MEETING?

A:     EQV has fixed January 30, 2026 as the Record Date for the extraordinary general meeting. If you were a holder of Ordinary Shares at the close of business on the Record Date, you are entitled to vote on matters that come before the extraordinary general meeting. However, an EQV shareholder may only vote such shareholder’s shares if such shareholder is present virtually or is represented by proxy at the extraordinary general meeting.

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Q:     HOW MANY VOTES DO I HAVE?

A:     In respect of the Domestication Proposal, holders of Class B Shares will have ten votes for every Class B Share held and holders of Class A Shares will have one vote for every Class A Share held. With respect to any other matter submitted to a vote of EQV shareholders at the extraordinary general meeting, including any vote in connection with the Business Combination, holders of Class A Shares and holders of Class B Shares will be entitled to one vote for each Ordinary Share held of record as of the Record Date. As of the close of business on the Record Date for the extraordinary general meeting, there were 44,572,500 Ordinary Shares issued and outstanding, of which 35,000,000 were issued and outstanding public shares.

Q:     WHAT CONSTITUTES A QUORUM AT THE EXTRAORDINARY GENERAL MEETING?

A:     One or more holders of Ordinary Shares holding at least one-third of the paid up voting share capital of EQV entitled to vote at the extraordinary general meeting must be present, virtually or represented by proxy, or if a corporation or other non-natural person, by its duly authorized representative or proxy at the extraordinary general meeting, to constitute a quorum and in order to conduct business at the extraordinary general meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. The Sponsor and the Insiders, who currently own approximately 20.9% of the issued and outstanding Ordinary Shares, will count towards this quorum. In the absence of a quorum, the chairman of the extraordinary general meeting has power to adjourn the extraordinary general meeting.

Q:     DO ANY OF EQV’S SPONSOR, DIRECTORS OR OFFICERS OR MEMBERS OF MANAGEMENT OR THE BOARD OF PIH OR EQVR HAVE INTERESTS IN THE BUSINESS COMBINATION THAT MAY DIFFER FROM OR BE IN ADDITION TO THE INTERESTS OF EQV SHAREHOLDERS?

A:     In considering the recommendation of our Board to vote in favor of the Business Combination, shareholders should be aware that aside from their interests as shareholders, our Sponsor and certain of directors and officers of EQV and EQVR have interests in the Business Combination that may be different from, or in addition to, those of other shareholders generally. Our Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination, approving the Business Combination and in recommending to shareholders that they approve the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

•        the fact that the Sponsor and EQV directors and officers have agreed not to redeem any Ordinary Shares held by them in connection with a shareholder vote to approve a proposed initial business combination;

•        the fact that our Sponsor paid an aggregate of $25,000 for the Class B Shares, and upon the completion of the Business Combination, the Class B Shares will convert into Presidio Class A Common Stock at a conversion rate that entitles the holders of such Class B Shares to continue to own, in the aggregate, approximately 10.0% of the Presidio Class A Common Stock (after giving effect to the Class B Contribution and assuming that the Earn-Out Shares vest in full and assuming a No Redemption Scenario). As a result, our Sponsor ultimately expects to receive up to 7,622,037 shares of Presidio Class A Common Stock (giving effect to the Class B Contribution and assuming the Earn-Out Shares vest in full) in connection with the conversion of the Class B Shares in connection with the Business Combination and such securities will have a significantly higher value at the time of the Business Combination which, if unrestricted and freely tradable, would be valued at approximately $80,107,609 based on the January 8, 2026 Closing Price, resulting in a theoretical gain of approximately $80,082,609, but, given the restrictions on such shares, EQV believes such shares have less value. If the Business Combination is not consummated, the Sponsor will not realize such theoretical gain;

•        the fact that the Sponsor and EQV directors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Class B Shares held by them if EQV fails to complete an initial business combination by August 8, 2026 (unless extended);

•        the fact that our Sponsor paid an aggregate of $4,000,000 for its 400,000 Private Placement Units consisting of Class A Shares and EQV private placement warrants and that such EQV private placement warrants underlying such units will expire worthless if a business combination is not consummated by August 8, 2026 (unless extended);

•        the fact that up to an aggregate amount of $1,500,000 of any amounts outstanding under any working capital loans made by our Sponsor or any of its affiliates to EQV may be converted into Private Placement Units at a price of $10.00 per Private Placement Unit at the option of the lender;

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•        the fact that certain of EQV’s officers and directors, other than EQV’s independent directors, collectively own, directly or indirectly, a material interest in the Sponsor;

•        the fact that the Sponsor will have the right to designate two directors so long as they own in the aggregate greater than 20% of Presidio’s common equity and one director so long as they own in the aggregate greater than 10% of Presidio’s common equity;

•        the fact that following the consummation of the Business Combination, Presidio will acquire all of the issued and outstanding equity interests of EQVR via merger pursuant to the EQVR Merger Agreement for consideration of (i) 3,422,260 shares of Presidio Class A Common Stock issued to EQVR Intermediate, which would be valued at approximately $35,967,953 based on the January 8, 2026 Closing Price and (ii) a cash payment sufficient to repay EQVR’s indebtedness at closing of the EQVR Acquisition, which the Company anticipates to be $25,000,000 as of the Closing Date (such figure includes an anticipated pre-Closing paydown of such indebtedness);

•        the fact that Jerry Silvey, Jerome C. Silvey, Jr. and Tyson Taylor, members of the EQV Board, also constitute the board of managers of the Sponsor and serve on the board of the entity that controls EQVR;

•        the fact that certain directors and officers of EQV and EQVR own indirect equity interests in EQVR, which have no liquid trading market, and as a consequence of the EQVR Acquisition will have an indirect interest in publicly tradeable securities, such that: (i) Jerry Silvey is expected to indirectly own 1,370,565 shares of Presidio Class A Common Stock, which would be valued at approximately $14,404,638 based on the January 8, 2026 Closing Price; (ii) Grant Raney is expected to indirectly own 99,246 shares of Presidio Class A Common Stock, which would be valued at approximately $1,043,075 based on the January 8, 2026 Closing Price; and (iii) Tyson Taylor and Will Smith are each expected to indirectly own 41,532 shares of Presidio Class A Common Stock, which would be valued at approximately $436,501 based on the January 8, 2026 Closing Price;

•        the continued indemnification of EQV’s directors and officers under the Existing Governing Documents and the continuation of EQV’s directors’ and officers’ liability insurance after the Business Combination;

•        the fact that our Sponsor and EQV’s officers and directors will lose their entire investment of approximately $4,025,000 in EQV and will not be reimbursed for any loans extended, fees due or out-of-pocket expenses if an initial business combination is not consummated by August 8, 2026 (unless extended). As described above, following the Business Combination, our Sponsor ultimately expects to receive up to 7,622,037 shares of Presidio Class A Common Stock (giving effect to the Class B Contribution and assuming the Earn-Out Shares vest in full) in connection with the conversion of the Class B Shares in connection with the Business Combination and each of EQV’s independent directors held 40,000 Class A Shares. Additionally, our Sponsor purchased 400,000 Private Placement Units simultaneously with the consummation of the IPO for an aggregate purchase price of $4,000,000. The 7,622,037 shares of Presidio Class A Common Stock expected to be owned by our Sponsor would have had an aggregate market value of approximately $80,107,609 based on the January 8, 2026 Closing Price. The 400,000 Class A Shares held by the Sponsor would have had an aggregate market value of approximately $4,204,000 based on the January 8, 2026 Closing Price, and the 133,333 EQV private placement warrants held by Sponsor would have had an aggregate market value of approximately $62,667 based on the January 8, 2026 Closing Price;

•        the fact that if the Trust Account is liquidated, including in the event EQV is unable to complete an initial business combination within the required time period, our Sponsor has agreed to indemnify EQV to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which EQV has entered into an acquisition agreement or claims of any third party for services rendered or products sold to EQV, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

•        the fact that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;

•        the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other EQV shareholders experience a negative rate of return in the post-business combination company; and

•        the terms and provisions of the Related Agreements as set forth in detail under “Business Combination Proposal — Related Agreements”.

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These interests may influence our directors in making their recommendations that you vote in favor of the approval of the Business Combination.

In addition, shareholders should also be aware that certain members of management and the board of directors of PIH may have interests in the Business Combination that are different from those of the public shareholders. These interests may include, among other things, the fact that certain members of management and the board of directors of PIH will be (i) issued an aggregate of 562,746 shares of Presidio Class A Common Stock (or securities convertible into Presidio Class A Common Stock) having a value of approximately $5,914,460 (based on the January 8, 2026 Closing Price) for no additional consideration in exchange for the Sponsor’s contribution of 562,746 Class B Shares to EQV as a contribution to capital at Closing, (ii) granted representation on the board at Closing, (iii) entering into employment agreements at Closing and (iv) granted customary indemnification rights.

For more information, see “The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

Q:     WHAT UNDERWRITING FEES ARE PAYABLE IN CONNECTION WITH THE BUSINESS COMBINATION?

A:     Pursuant to the Underwriting Agreement, dated August 6, 2024 (the “Underwriting Agreement”), by and among EQV and BTIG, LLC (“BTIG”), acting as representative of the several underwriters in connection with the IPO, EQV paid a cash underwriting fee to BTIG of $5,250,000 and agreed to pay BTIG a deferred underwriting fee of $0.35 per Unit sold in the IPO (assuming the No Redemption Scenario and including $3,500,000 of deferred underwriting fee that is payable in EQV’s sole discretion), totaling $17.5 million, upon the consummation of an initial business combination, payable from amounts held in the Trust Account. The following table illustrates the effective underwriting discount on a percentage basis of the amount of cash in the Trust Account available to Presidio at each redemption level identified below, and includes: (i) the cash underwriting fee that was paid in connection with the IPO; and (ii) the payment of the deferred underwriting fees payable upon the consummation of the Business Combination, each of which are not adjusted for redemptions:

		No Redemption Scenario(1)				Mid-Point Contractual Redemption Scenario(1)(2)				Maximum Contractual Redemption Scenario(1)(3)
Unredeemed public shares			35,000,000				19,388,928				3,777,856
Trust Account cash to Presidio(4)		$	370,528,054			$	205,272,542			$	40,017,030
Upfront Underwriting Fee		$	5,250,000			$	5,250,000			$	5,250,000
Deferred Underwriting Fee(5)		$	12,250,000			$	10,500,000			$	7,000,000
Total Underwriting Fee		$	17,500,000			$	15,750,000			$	12,250,000
Total Underwriting Fee, as percentage of Trust Account cash to Presidio			4.72	%			7.67	%			30.60	%

____________

(1)      Share numbers presented under each redemption scenario are presented for illustrative purposes. EQV and PIH cannot predict how many public shares will be redeemed. As a result, the Trust Account cash to Presidio and the number of public shares redeemed in connection with the Business Combination may differ from the amounts presented above. Amounts are based on 35,000,000 public shares outstanding as of the date of this proxy statement/prospectus.

(2)      This scenario assumes that 15,611,072 Class A Shares, or approximately 44.6% of the public shares outstanding as of the date of this proxy statement/prospectus, are redeemed, which is approximately 50% of the public shares assumed to be redeemed under the Maximum Contractual Redemption Scenario.

(3)      This scenario assumes that 31,222,144 Class A Shares, or 89.2% of the public shares outstanding are redeemed, which is approximately 100% of the public shares assumed to be redeemed under the Maximum Contractual Redemption Scenario.

(4)      Based on the amount of cash in the Trust Account as of January 8, 2026. The Mid-Point Contractual Redemption Scenario and Maximum Contractual Redemption Scenario each assume that public shares are redeemed from the Trust Account at a price of $10.59 per share.

(5)      Amount includes (i) adjustments made to reflect each redemption scenario and (ii) $3,500,000 of deferred underwriting fee that is payable in EQV’s sole discretion.

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Q:     WHAT HAPPENS IF A SUBSTANTIAL NUMBER OF THE PUBLIC SHAREHOLDERS VOTE IN FAVOR OF THE BUSINESS COMBINATION PROPOSAL AND EXERCISE THEIR REDEMPTION RIGHTS?

A:     Public shareholders are not required to vote in respect of the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public shareholders are reduced as a result of redemptions by public shareholders.

If a public shareholder exercises its redemption rights, such exercise will not result in the loss of any warrants that it may hold. Assuming that all public shares held by public shareholders and able to be redeemed while continuing to maintain the Minimum Available Cash Condition were redeemed (the maximum amount permitted under the Maximum Contractual Redemption Scenario), the EQV public warrant holders will retain the 11,666,666 EQV public warrants. If a substantial number of public shareholders exercise their redemption rights, and the holders of the 11,666,666 EQV public warrants choose to exercise their warrants, any non-redeeming public shareholders would experience dilution to the extent such warrants are exercised.

In the event of significant redemptions, with fewer public shares and public shareholders, the trading market for Presidio Class A Common Stock may be less liquid than the market for Class A Shares was prior to the Business Combination, and Presidio may not be able to meet the listing standards for a stock exchange.

Q:     WHAT DO I NEED TO DO NOW?

A:     After carefully reading and considering the information contained in this proxy statement/prospectus, please submit your proxies as soon as possible so that your shares will be represented at the extraordinary general meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by your broker, bank or other nominee if your shares are held in the name of your broker, bank or other nominee.

Q:     HOW DO I VOTE?

A:     If you are a shareholder of record of EQV as of the Record Date, you may submit your proxy before the extraordinary general meeting in any of the following ways, if available:

•        use the toll-free number shown on your proxy card;

•        visit the website shown on your proxy card to vote via the internet; or

•        complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

If you are a shareholder of record of EQV as of the Record Date, you may also cast your vote at the extraordinary general meeting.

If your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares.

“Street name” shareholders who wish to vote at the extraordinary general meeting will need to obtain a proxy form from their broker, bank or other nominee.

Q:     WHEN AND WHERE IS THE EXTRAORDINARY GENERAL MEETING?

A:     To better meet practical needs, the EQV Board determined that the extraordinary general meeting will be a virtual meeting conducted exclusively via live webcast. You will be able to attend the extraordinary general meeting online, vote at the extraordinary general meeting and submit your questions during the extraordinary general meeting by visiting https://www.virtualshareholdermeeting.com/FTW2026SM. The meeting webcast will begin promptly at 9:00 a.m., Eastern Time, or such other date, time, and place to which such meeting may be adjourned. You may access the meeting 15 minutes prior to the start time, and you should allow ample time for the check-in procedures. Because the extraordinary general meeting will be a completely virtual meeting, there will be no physical location for shareholders to attend. All EQV shareholders as of the Record Date, or their duly appointed proxies, may attend the extraordinary general meeting.

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Q:     IF MY SHARES ARE HELD IN “STREET NAME” BY A BROKER, BANK OR OTHER NOMINEE, WILL MY BROKER, BANK OR OTHER NOMINEE VOTE MY SHARES FOR ME?

A:     If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to EQV or by voting at the extraordinary general meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee.

Brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that are “non-routine” without specific instructions from the beneficial owner. It is expected that all of the Proposals are “non-routine” matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power.

If you are an EQV shareholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Business Combination Proposal, the Domestication proposal, the Governing Documents Proposal, the Governing Documents Advisory Proposals, the Stock Issuance Proposal, the Incentive Plan Proposal, or the Adjournment Proposal. Such abstentions and broker non-votes will have no effect on the vote count for any of the proposals.

Q:     WHAT IF I ATTEND THE EXTRAORDINARY GENERAL MEETING VIRTUALLY AND ABSTAIN OR DO NOT VOTE?

A:     For purposes of the extraordinary general meeting, an abstention occurs when a shareholder attends the meeting and does not vote or returns a proxy with an “abstain” vote.

If you are an EQV shareholder that attends the extraordinary general meeting virtually and fails to vote, or if you respond to the proposals with an “abstain” vote, your failure to vote or “abstain” vote in each case will have no effect on the vote count for the proposals.

Q:     WHAT WILL HAPPEN IF I RETURN MY PROXY CARD WITHOUT INDICATING HOW TO VOTE?

A:     If you sign and return your proxy card without indicating how to vote on any particular proposal, the Ordinary Shares represented by your proxy will be voted as recommended by the EQV Board with respect to such proposal.

Q:     MAY I CHANGE MY VOTE AFTER I HAVE DELIVERED MY PROXY OR VOTING INSTRUCTION CARD?

A:     Yes. You may change your vote at any time before your proxy is voted at the extraordinary general meeting. You may do this in one of three ways:

•        notify EQV or its proxy solicitor prior to the extraordinary general meeting;

•        mailing a new, subsequently dated proxy card; or

•        by attending the extraordinary general meeting and electing to vote your shares.

If you are a shareholder of record of EQV and you choose to send a written notice or to mail a new proxy, you must submit your notice of revocation or your new proxy to EQV Ventures Acquisition Corp., 1090 Center Drive, Park City, Utah, 84908, and it must be received at any time before the vote is taken at the extraordinary general meeting. Any proxy that you submitted may also be revoked by submitting a new proxy by mail (such revocation must be received before the vote is taken at the extraordinary general meeting), or online or by telephone at any time before the vote is taken at the extraordinary general meeting, or by voting at the extraordinary general meeting. Simply attending the extraordinary general meeting will not revoke your proxy. If you have instructed a broker, bank or other nominee to vote your Ordinary Shares, you must follow the directions you receive from your broker, bank or other nominee in order to change or revoke your vote.

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Q:     WHAT HAPPENS IF I SELL MY ORDINARY SHARES BEFORE THE EXTRAORDINARY GENERAL MEETING?

A:     The Record Date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your public shares after the applicable Record Date, but before the extraordinary general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at the extraordinary general meeting but the transferee, and not you, will have the right to redeem such shares.

Q:     HOW CAN I VOTE MY SHARES WITHOUT ATTENDING THE EXTRAORDINARY GENERAL MEETING?

A:     If you are a shareholder of record of Ordinary Shares as of the close of business on the Record Date, you can vote by proxy by mail by following the instructions provided in the enclosed proxy card or at the extraordinary general meeting. If you are a beneficial owner of Ordinary Shares, you may vote by submitting voting instructions to your broker, bank or nominee, or otherwise by following instructions provided by your broker, bank or nominee. Telephone and internet voting will be available to beneficial owners. Please refer to the vote instruction form provided by your broker, bank or nominee.

Q:     WHAT HAPPENS IF I FAIL TO TAKE ANY ACTION WITH RESPECT TO THE EXTRAORDINARY GENERAL MEETING?

A:     If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is approved by shareholders and consummated, you will become a stockholder and/or warrant holder of Presidio. Failure to take any action with respect to the extraordinary general meeting will not affect your ability to exercise your redemption rights. If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is not consummated, you will continue to be a shareholder of EQV while EQV searches for another target business with which to complete a business combination.

Q:     WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?

A:     Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered under more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.

Q:     ARE THERE RISKS ASSOCIATED WITH THE BUSINESS COMBINATION THAT I SHOULD CONSIDER IN DECIDING HOW TO VOTE?

A:     Yes. There are a number of risks related to the Business Combination and other transactions contemplated by the Business Combination Agreement, that are discussed in this proxy statement/prospectus. Please read with particular care the detailed description of the risks described in “Risk Factors” beginning on page 28 of this proxy statement/prospectus.

Q:     WHO WILL SOLICIT AND PAY THE COST OF SOLICITING PROXIES FOR THE EXTRAORDINARY GENERAL MEETING?

A:     EQV will pay the cost of soliciting proxies for the extraordinary general meeting. EQV has engaged Sodali & Co. to assist in the solicitation of proxies for the extraordinary general meeting. EQV has agreed to pay Sodali & Co. a fee of $50,000, plus disbursements. EQV will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Class A Shares for their expenses in forwarding soliciting materials to beneficial owners of Class A Shares and in obtaining voting instructions from those owners. EQV’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

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Q:     WHERE CAN I FIND THE VOTING RESULTS OF THE EXTRAORDINARY GENERAL MEETING?

A:     The preliminary voting results are expected to be announced at the extraordinary general meeting. EQV will publish final voting results of the extraordinary general meeting in a Current Report on Form 8-K within four business days after the extraordinary general meeting.

Q:     WHOM SHOULD I CONTACT IF I HAVE ANY QUESTIONS ABOUT THE PROXY MATERIALS OR VOTING?

A:     If you have questions about the proposals or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact EQV’s proxy solicitor at:

Sodali & Co.
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Individuals call toll-free: (800) 662-5200
Banks and brokers call: (203) 658-9400
Email: EQV.info@investor.sodali.com

To obtain timely delivery, EQV’s shareholders must request the materials no later than five business days prior to the extraordinary general meeting.

You may also obtain additional information about EQV from documents filed with the SEC by following the instructions in the section entitled “Additional Information.”

If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your shares (either physically or electronically) to the Transfer Agent at least two business days prior to the extraordinary general meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, New York 10004
Attention: SPAC Redemptions
E-mail: spacredemptions@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the extraordinary general meeting, including the Business Combination, you should read this proxy statement/prospectus, including the Annexes and other documents referred to herein, carefully and in their entirety. The Business Combination Agreement is the legal document that governs the Business Combination and the other transactions that will be undertaken in connection with the Business Combination. The Business Combination Agreement is also described in detail in this proxy statement/prospectus in the section entitled “The Business Combination Proposal — The Business Combination Agreement.”

The Parties to the Business Combination and the EQVR Acquisition

EQV

EQV is a blank check company incorporated as a Cayman Islands exempted company on April 15, 2024 and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more target businesses. EQV consummated the IPO on August 8, 2024, generating gross proceeds of approximately $350,000,000. Substantially concurrently with the consummation of the IPO, EQV completed the private sale of 662,500 Private Placement Units at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to EQV of approximately $6,625,000, consisting of (i) 400,000 Private Placement Units sold to the Sponsor and (ii) 262,500 private placement units sold to BTIG. A total of $350,000,000, comprised of the proceeds from the IPO, were placed in a trust account maintained by the Transfer Agent, acting as trustee.

On November 3, 2025, EQV changed the ticker symbol for its securities. As a result, EQV’s securities are traded on the NYSE under the ticker symbols “FTW,” “FTW U” and “FTW WS.” Upon the closing of the Business Combination, EQV’s securities will be delisted from the NYSE and the Presidio Common Stock and Presidio warrants are expected to trade on the NYSE under the ticker symbols “FTW” and “FTW WS,” respectively.

The mailing address of EQV’s principal executive office is 1090 Center Drive, Park City, UT 84098.

EQV’s telephone number is (405) 870-3781.

PIH

PIH is an independent energy company headquartered in Texas and founded in 2017. Operations are primarily focused on oil and gas exploration and production across the Western Anadarko Basin of Texas, Oklahoma, and Kansas. Its strategy is centered on acquiring existing producing assets and applying engineering expertise to enhance performance and extend asset life. Led by Will Ulrich and Chris Hammack, the management team brings extensive operational and industry experience, particularly in the Anadarko Basin. Drawing on this expertise, Presidio creates sustainable value by investing in long-lived reserves, reducing emissions, improving asset integrity, and generating consistent, hedged-protected cash flow.

PIH is a Delaware limited liability company. PIH’s principal executive office is located at 500 West 7th Street, Suite 1500, Fort Worth, Texas 76102. PIH’s corporate website address is https://bypresidio.com/. PIH’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus. PIH’s telephone number is (800) 461-1604.

EQVR

EQVR is an oil and gas company founded in September 2023. EQVR is primarily focused on the acquisition, exploration and development of natural gas and crude oil properties as an operating interest owner. Its properties are all located in Texas, specifically in the Granite Wash and Cleveland formations of the Western Anadarko Basin.

EQVR is a Delaware Limited Liability Company. EQVR’s principal executive office is located at 9500 Westgate Road, Suite 200, Oklahoma City, Oklahoma 73162. EQVR’s telephone number is (405) 870-3781.

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EQV Merger Sub

EQV Merger Sub is a Delaware corporation and a direct, wholly-owned subsidiary of Presidio that was incorporated for the sole purpose of effecting the Business Combination. Following the Domestication, EQV Merger Sub will merge with and into EQV, with EQV surviving the merger as the EQV Surviving Subsidiary and the separate corporate existence of EQV Merger Sub will cease. EQV Merger Sub has not carried on any activities to date, other than activities incidental to its formation or undertaken in connection with the Business Combination.

The mailing address of EQV Merger Sub’s principal executive office is c/o EQV Ventures Acquisition Corp., 1090 Center Drive, Park City, UT 84098.

EQV Merger Sub’s telephone number is (405) 870-3781.

Presidio Merger Sub

Presidio Merger Sub is a Delaware limited liability company and a direct, wholly-owned subsidiary of EQV Holdings that was formed for the sole purpose of effecting the Business Combination. Following EQV Merger Sub’s merger with EQV, Presidio merger Sub will merge with and into PIH, with PIH as the surviving company in the merger and the separate corporate existence of Presidio Merger Sub will cease. Presidio Merger Sub has not carried on any activities to date, other than activities incidental to its formation or undertaken in connection with the Business Combination.

The mailing address of Presidio Merger Sub’s principal executive office is c/o EQV Ventures Acquisition Corp., 1090 Center Drive, Park City, UT 84098.

Presidio Merger Sub’s telephone number is (405) 870-3781.

Sponsor

The Sponsor is an affiliate of the EQV Group, a group of companies focused on the acquisition, management and optimization of predictable cash-flowing asset bases across the traditional energy spectrum. The EQV Group seeks to acquire mature, long-life and low-decline upstream producing oil & gas assets and related midstream infrastructure within the overlooked basins of North America and Europe. The EQV Group’s mission is to provide unprecedented direct access to a diversified portfolio of proved developed producing assets in a highly optimized, transparent and cost-effective structure. As of September 30, 2025, the EQV Group owned and managed approximately 1,800 oil and gas properties across ten U.S. states and 16 basins with an active network of over 100 operating partners. Our management team and the investment professionals at the EQV Group have extensive experience in executing complex and unconventional transactions, navigating the public and private capital markets and developing long-lasting partnerships with stakeholders, all while emphasizing asset optimization and strategically mitigating industry volatility by proactively hedging long-term commodity exposure.

Proposals to be Put to the Shareholders of EQV at the Extraordinary General Meeting

The following is a summary of the proposals to be put to the extraordinary general meeting of EQV and certain transactions contemplated by the Business Combination Agreement. Each of the proposals below, except the Governing Documents Advisory Proposals and the Adjournment Proposal, is cross-conditioned on the approval of one other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus, and the Governing Documents Advisory Proposals are being submitted for approval on a non-binding advisory basis. The Business Combination will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting.

As discussed in this proxy statement/prospectus, EQV is asking its shareholders to approve by ordinary resolution the Business Combination Agreement, pursuant to which, among other things, on the Closing Date:

(i)     EQV will change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and registering by way of continuation and domesticating as a corporation incorporated under the laws of the State of Delaware, upon which (a) each then issued and outstanding Class A Share will convert automatically, on a one-for-one basis, to a share of EQV Class A Common Stock, (b) each issued and outstanding EQV public warrants will convert automatically, on a one-for-one basis, into a whole warrant exercisable for one share of EQV Class A Common Stock and (c) the name of EQV will be changed from “EQV Ventures Acquisition Corp.” to “Presidio MidCo Inc.”; and

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(ii)    Following the Domestication, EQV Merger Sub will merge with and into EQV, with EQV as the surviving company in the merger and with (a) EQV shareholders receiving one share of Presidio Class A Common Stock for each share of EQV Class A Common Stock held by such shareholder and (b) each EQV public warrant converting automatically, on a one-for-one basis, into a whole warrant exercisable for one share of Presidio Class A Common Stock, in accordance with the terms of the Business Combination Agreement, and upon which Presidio will change its name to “Presidio Production Company.” After giving effect to such merger, EQV will survive as a wholly owned subsidiary of Presidio, following which, Presidio Merger Sub will merge with and into PIH, with PIH as the surviving company in the merger, all on the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with applicable law.

For further details, see “The Business Combination Proposal — The Business Combination Agreement.”

Conditions to the Closing of the Business Combination

In addition to customary conditions of the respective parties and conditions customary to special purpose acquisition companies, consummation of the Business Combination is generally subject to (i) the absence of any law or governmental order, threatened or pending, preventing the consummation of the Business Combination, (ii) receipt of requisite approval for consummation of the Business Combination from EQV shareholders, (iii) approval of the shares of Presidio Class A Common Stock being issued in connection with the Business Combination (including the Private Financings) for listing and (iv) effectiveness and continued effectiveness at the time of the Closing of the Registration Statement on Form S-4 of which this proxy statement/prospectus forms a part.

Additionally, the obligation of PIH to consummate the Business Combination is further conditioned upon (i) the satisfaction of the Minimum Available Cash Condition, which requires that EQV, Presidio, EQV Holdings, EQVR, and PIH, in the aggregate, have at least $140,197,687 in Available Cash at Closing, subject to certain deductions, and (ii) the occurrence of all conditions precedent to the consummation of the EQVR Acquisition.

For further details, see “The Business Combination Proposal — Conditions to Closing of the Business Combination.”

Business Combination Proposal

EQV will ask its shareholders to approve, by ordinary resolution, the Business Combination Agreement and the Business Combination.

Domestication Proposal and Approval of New EQV Governing Documents

EQV will ask its shareholders to approve, by special resolution, the Domestication Proposal. As a condition to closing the Business Combination, the EQV Board has unanimously approved the Domestication Proposal. The Domestication Proposal, if approved, will approve a change of EQV’s jurisdiction of registration from the Cayman Islands to the State of Delaware. Accordingly, while EQV is currently incorporated as an exempted company incorporated under the Cayman Islands Companies Act, upon the Domestication, EQV will be governed by the DGCL. There are substantive differences between Cayman Islands corporate law and Delaware corporate law as well as between the Existing Governing Documents and the Proposed Governing Documents. The approval of the Domestication Proposal requires a special resolution, being the affirmative vote of holders at least a two-thirds majority of the votes cast by the holders of the issued ordinary shares present virtually or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. Holders of Class B Ordinary Shares shall be entitled to 10 votes per Class B Ordinary Share with respect to the Domestication Proposal. Accordingly, EQV encourages shareholders to carefully consult the information set out below under “Comparison of Corporate Governance and Shareholder Rights.”

For further details, see “Domestication Proposal,” “Governing Documents Proposal” and “Governing Documents Advisory Proposals.”

Governing Documents Proposal

EQV will ask its shareholders to approve, by ordinary resolution, that the Proposed Certificate of Incorporation and the Proposed Bylaws, the forms of which are attached to this proxy statement/prospectus as Annex H and Annex I, be approved to take effect at the Closing.

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Governing Documents Advisory Proposals

EQV will ask its shareholders to approve, on a non-binding advisory basis, by ordinary resolution, certain governance provisions in the Proposed Governing Documents, to approve the following material differences between the Existing Governing Documents and the Proposed Governing Documents. The EQV Board believes such proposals are necessary to adequately address the needs of Presidio after the Business Combination. Approval of each of the Governing Documents Advisory Proposals is not a condition to the consummation of the Business Combination. A brief summary of each of the Governing Documents Advisory Proposals is set forth below. These summaries are qualified in their entirety by reference to the complete copies of the Proposed Certificate of Incorporation and Proposed Bylaws attached hereto as Annex H and Annex I, respectively.

•        Governing Documents Advisory Proposal A:    to approve provisions in the Proposed Certificate of Incorporation such that the authorized share capital of Presidio will be (a) 1,500,000,000  shares of Class A common stock, par value $0.0001 per share, (b) 100,000,000 shares of Class B common stock, par value $0.0001 per share, and (c) 50,000,000 shares of preferred stock, par value $0.0001 per share, as compared to the authorized share capital of EQV under the Existing Governing Documents of US $33,100 divided into (i) 300,000,000 Class A ordinary shares with a nominal or par value of US$0.0001, (ii) 30,000,000 Class B ordinary shares with a nominal or par value of US$0.0001, and (iii) 1,000,000 preference shares with a nominal or par value of US$0.0001.

•        Governing Documents Advisory Proposal B:    to approve provisions in the Proposed Governing Documents, which will govern Presidio if the Conditions Precedent Proposals are approved, to authorize the Presidio Board to issue any or all shares of preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by the Presidio Board.

•        Governing Documents Advisory Proposal C:    to approve provisions in the Proposed Governing Documents, which will govern Presidio if the Conditions Precedent Proposals are approved, to provide that certain provisions of the Proposed Certificate of Incorporation of Presidio are subject to the Prometheus Holdings LLC Agreement.

•        Governing Documents Advisory Proposal D:    to approve provisions in the Proposed Governing Documents, which will govern Presidio if the Conditions Precedent Proposals are approved, that provide that Presidio stockholders may not take action by written consent in lieu of a meeting.

•        Governing Documents Advisory Proposal E:    to approve provisions in the Proposed Governing Documents, which will govern Presidio if the Conditions Precedent Proposals are approved, to provide that any director or the entire board of directors of Presidio may be removed from office, but only for cause and only by the affirmative vote of the holders of a majority of the then-outstanding shares of stock of Presidio entitled to vote generally for the election of directors.

•        Governing Documents Advisory Proposal F:    to authorize all other changes necessary or desirable in connection with the approval of the Proposed Governing Documents, including adopting Delaware as the exclusive forum for certain stockholder litigation and the United States District Courts as the exclusive forum for litigation arising out of federal securities laws.

The Proposed Governing Documents differ in certain material respects from the Existing Governing Documents, and EQV encourages shareholders to carefully consult the information set out in the section entitled “Governing Documents Advisory Proposals” and the full text of the Proposed Certificate of Incorporation and Proposed Bylaws, attached hereto as Annex H and Annex I, respectively.

Stock Issuance Proposal

Assuming the Business Combination Proposal and the Governing Documents Proposal are approved, EQV’s shareholders are also being asked to approve the Stock Issuance Proposal by ordinary resolution.

EQV will ask its shareholders to approve, by ordinary resolution, assuming the Business Combination Proposal and the Governing Documents Proposals are approved and adopted, the issuance of more than 20% of the Class A Shares to the investors in the Private Financings for purposes of complying with the applicable provisions of Section 312.03 of the NYSE’s Listed Company Manual.

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If the Stock Issuance Proposal is adopted, and assuming the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal and the Incentive Plan Proposal are also approved, Presidio will issue or reserve for issuance: (i) 35,000,000 shares of Presidio Class A Common Stock issuable upon the conversion of 35,000,000 public shares; (ii) 11,666,666 shares of Presidio Class A Common Stock issuable upon the exercise of 11,666,666 Presidio public warrants; (iii) 7,622,037 shares of Presidio Class A Common Stock issuable upon the conversion of 7,622,037 Class B Shares held by the Sponsor; (iv) 400,000 shares of Presidio Class A Common Stock issuable upon the conversion of 400,000 Class A Shares that were sold to the Sponsor as part of the private placement units; (v) 133,333 shares of Presidio Class A Common Stock issuable upon the exercise of 133,333 Presidio private placement warrants; (vi) 262,500 shares of Presidio Class A Common Stock issuable upon the conversion of 262,500 Class A Shares that were sold to BTIG as part of the private placement units; (vii) 87,500 shares of Presidio Class A Common Stock issuable upon the exercise of 87,500 Presidio private placement warrants that were sold to BTIG as party of the private placement units; (viii) 7,036,876 shares of Presidio Class A Common Stock that are either issuable to or underly Presidio Interests held by the PIH Rollover Holders; (ix) 3,422,260 shares of Presidio Class A Common Stock issuable to EQVR Intermediate pursuant to the EQVR Acquisition; (x) 160,000 shares of Presidio Class A Common Stock issuable upon the conversion of 160,000 Class A Shares held by EQV’s non-employee directors; (xi) 8,750,000 shares of Presidio Class A Common Stock issuable to the PIPE Investors; (xii) 937,500 shares of Presidio Class A Common Stock issuable upon the exercise of Preferred Investor Warrants; and (xiii) up to 125,000 Preferred Shares issuable to the Preferred Investors.

The issuance of such shares would result in significant dilution to EQV shareholders and would afford shareholders a smaller percentage interest in the voting power, liquidation value and aggregate book value of Presidio following the Business Combination and the EQVR Acquisition.

Incentive Plan Proposal

EQV will ask its shareholders to approve, by ordinary resolution, the Incentive Plan Proposal. Pursuant to the Incentive Plan, 10% of the fully diluted, and as converted, outstanding Presidio Class A Common Stock immediately following consummation of the Business Combination will be reserved for issuance pursuant to awards granted thereunder, plus an additional share reserve relating to the forfeiture provisions of the Incentive Plan. For additional information, see “Incentive Plan Proposal.” The full text of the Incentive Plan is attached hereto as Annex P.

Adjournment Proposal

EQV will ask its shareholders to approve, by ordinary resolution, the adjournment of the extraordinary general meeting to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to the proxy statement/prospectus is provided to EQV shareholders or, if as of the time for which the extraordinary general meeting is scheduled, there are insufficient Ordinary Shares represented (either virtually or by proxy) to constitute a quorum necessary to conduct business at the extraordinary general meeting, (ii) in order to solicit additional proxies from EQV shareholders in favor of one or more of the proposals at the extraordinary general meeting or (iii) if EQV shareholders have elected to redeem an amount of the Class A Shares issued as part of the Public Units such that the Minimum Available Cash Condition would not be satisfied. For the avoidance of doubt, if put forth at the extraordinary general meeting, the Adjournment Proposal will be the first and only proposal voted on and the Condition Precedent Proposals will not be submitted to the shareholders for a vote. For additional information, see “Adjournment Proposal.”

Each of the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, the Stock Issuance Proposal and the Incentive Plan Proposal is conditioned on the approval and adoption of each of the other Condition Precedent Proposals. The Adjournment Proposal is not conditioned upon the approval of any other proposal, and the Governing Documents Advisory Proposals are being submitted for approval on a non-binding advisory basis.

Background of the Business Combination

Following the IPO, EQV’s management and its advisors surveyed the landscape of potential acquisition opportunities for acquisition targets. In total, following the IPO, the EQV management team engaged in discussions or initial introductions with 64 potential targets. EQV’s management ultimately decided to pursue a business combination

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with PIH. The terms of the Business Combination Agreement are the result of negotiations between the representatives of PIH and EQV, which occurred between October 11, 2024 and August 5, 2025. For more information, see the section of this Form S-4 entitled “Background of the Business Combination.”

The EQV Board’s Reasons for the Transaction

EQV was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The EQV Board sought to utilize the networks and industry experience of both the Sponsor and the EQV Board and management to identify, acquire and operate one or more businesses. The members of the EQV Board and management have extensive transactional experience, particularly in the broadly-defined oil and gas and related industries.

Before reaching their decision, the EQV Board reviewed the results of management’s due diligence, performed with the assistance of EQV’s advisors, which included:

•        research on industry trends, revenue projections and other industry factors;

•        meetings and calls with PIH’s management team and representatives regarding operations, major customers, regulatory compliance, financial prospects and possible acquisitions, among other customary due diligence matters;

•        review of PIH’s material business contracts and certain other legal and commercial diligence including discussions with PIH’s major customers, vendors and suppliers; and

•        environmental, financial and accounting diligence.

In particular, the EQV Board considered the following positive factors, although not weighted or in any order of significance, in deciding to approve the Business Combination:

•        Target Industry.    PIH’s management team possesses deep knowledge of the oil and gas industry, and the fact that PIH’s business falls squarely within this particular area of expertise provides EQV with an opportunity to leverage such expertise in order to realize the investment potential from the Business Combination.

•        Valuation.    The EQV Board concluded that the aggregate consideration payable under the Business Combination Agreement reflects an attractive valuation relative to publicly listed companies with certain characteristics comparable to PIH such as similar industry, end markets, and growth profiles. Taken together with PIH’s strong performance, projected revenue growth rate, and projected profitability, along with the caliber of investors involved in the PIPE Financing, the EQV Board determined that the Business Combination presented a compelling acquisition opportunity for EQV and its stockholders.

•        Acquisition Criteria.    The EQV Board believed that the proposed Business Combination was consistent with the “Our Acquisition Criteria” section in the Form S-1 initially filed by EQV with the SEC on June 7, 2024 and declared effective on August 6, 2024.

In the course of its deliberations, the EQV Board considered a variety of uncertainties, risks and other potentially negative reasons relevant to the Business Combination, including, but not limited to, the below:

•        Benefits Not Achieved.    The risk that the potential benefits of the Business Combination or anticipated performance of PIH may not be fully achieved, or may not be achieved within the expected timeframe and that the results of operations of the combined company’s business may differ materially from the projections prepared by PIH and reviewed by the EQV Board.

•        Liquidation of EQV.    The risks and costs to us if the Business Combinations are not completed, including the risk of diverting management focus and resources from other businesses combination opportunities, which could result in EQV being unable to effect a business combination within 24 months of the IPO (or by August 8, 2026) and force EQV to liquidate.

•        Stockholder Vote.    The risk that our stockholders may fail to approve the Business Combination.

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•        Closing Conditions.    The fact that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within our control, including the condition that we have available at the closing of the Business Combinations an amount of cash of at least $140,197,687 less the Pre-Closing Period Rollover Amount (as defined in the Business Combination Agreement).

•        Litigation.    The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination Agreement or the Business Combination.

•        Fees and Expenses.    The fees and expenses associated with completing the Business Combination.

•        Other Risks.    The various other risks associated with the Business Combination, our business, the business of PIH and PIH’s indebtedness.

After consideration of the factors identified and discussed above, the EQV Board concluded, in its business judgment, that the potential benefits that it expected EQV and its shareholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, the EQV Board unanimously determined that the Business Combination Agreement, and the Transactions, including the Business Combination, were advisable, fair to, and in the best interests of, EQV and its shareholders. For more information about the transactions contemplated by the Business Combination Agreement, see “Business Combination Proposal.”

For more information about the EQV Board’s decision-making process concerning the Business Combination, please see the section entitled “The Business Combination Proposal — The EQV Board’s Reasons for the Business Combination.”

Related Agreements

This section describes certain additional agreements related to the Business Combination that have been executed or will be executed in connection with the closing of the Business Combination. For additional information, see “The Business Combination Proposal — Related Agreements.”

Sponsor Letter Agreement

Concurrently with the execution of the Business Combination Agreement, on August 5, 2025, EQV, the Sponsor, Presidio, EQV Holdings, PIH and certain members of EQV’s board of directors and/or management (the “Insiders”) entered into the Sponsor Letter Agreement, pursuant to which (a) each of the Sponsor and the Insiders agreed to vote in favor of the Business Combination Agreement and the Business Combination, (b) each of the Sponsor and the Insiders agreed to be bound by certain restrictions on transfer with respect to their equity interests in EQV prior to Closing, (c) the Sponsor agreed to be bound by certain lock-up provisions during the post-Closing lock-up periods described therein with respect to its equity interests in EQV, (d) the Sponsor agreed to subject certain of its Class B Shares to vesting (or forfeiture) on the basis of achieving certain trading price thresholds during the first five years following the Closing pursuant to an earnout program, (e) the Sponsor agreed to subject certain of its Class B Shares to time vesting during the first three years following the Closing pursuant to a dividend reinvestment program, which will fall away on the basis of achieving certain trading price thresholds during the first three years following the Closing and (f) the Sponsor and the Insiders agreed to waive any adjustment to the conversion ratio set forth in the respective governing documents of any of EQV, Presidio, EQV Merger Sub, EQV Holdings, and Presidio Merger Sub or any other anti-dilution or similar protection with respect to any equity interests in EQV, as more fully set forth in the Sponsor Letter Agreement.

Pursuant to the Sponsor Letter Agreement, 1,905,509 Class B Shares held by the Sponsor will be subject to forfeiture, and vest in two equal 50% increments if, over any 20 trading days within any 30 consecutive trading-day period during the five years following the Closing, the trading share price of the Presidio Class A Common Stock is greater than or equal to $12.50 per share and $15.00 per share, respectively (or if Presidio consummates a sale that would value such shares at the aforementioned thresholds).

Pursuant to the Sponsor Letter Agreement, immediately following the Closing, 3,811,019 Class B Shares held by the Sponsor, as may be adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like or exchanged for Presidio Class A Common Stock pursuant to the Business Combination Agreement and any

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newly issued Presidio Class A Common Stock resulting from dividends owed to the Sponsor pursuant to the terms of the Sponsor Letter Agreement, will vest in three tranches, with one-third of such shares vesting on the date that is 12 months following the Closing, one-half of the remainder of such shares vesting on the date that is 24 months following the Closing and the remaining of such shares vesting on the date that is 36 months following the Closing.

Sponsor and the Insiders also agreed to be bound by certain “lock-up” provisions. Pursuant to the terms and conditions of the Sponsor Letter Agreement, 1,905,509 of the Sponsor’s equity interests in EQV will be restricted from transfer for a period ending on the earlier of the date (i) that is 12 months following the Closing Date and (ii) upon which Presidio completes a liquidation, merger, share exchange or other similar transaction following the Closing Date that results in all the equityholders of Presidio having the right to exchange their shares of Presidio Class A Common Stock for cash, securities or other property, subject to customary exceptions and potential early-release 150 days after the Closing based on the stock price sustaining specified price thresholds for 20 trading days within any 30 consecutive trading-day period.

The foregoing description is qualified in its entirety by reference to the Sponsor Letter Agreement, which is attached hereto as Annex M.

Material Financing Transactions

PIPE Financing

Concurrently with the execution of the Business Combination Agreement, on August 5, 2025, EQV and Presidio entered into Subscription Agreements with the PIPE Investors (and may enter into, before the Closing, additional agreements with additional PIPE Investors on the same forms, as applicable) pursuant to which, among other things, the PIPE Investors have agreed to subscribe for and purchase, and EQV and Presidio have agreed to issue and sell to the PIPE Investors, an aggregate of 8,750,000 shares of Presidio Class A Common Stock following the Domestication for a purchase price of $10.00 per share, on the terms and subject to the conditions set forth therein. Each Subscription Agreement contains customary representations and warranties of EQV and Presidio, on the one hand, and the PIPE Investor, on the other hand, and customary conditions to closing, including the consummation of the Business Combination immediately following the consummation of the PIPE Financing.

The potential dilutive impact of the PIPE Financing is described further below in the section of this proxy statement/prospectus entitled “Summary — Ownership of Presidio Upon Closing and Dilution to Non-Redeeming Shareholders.” Presidio expects to use the net proceeds from the PIPE Financing for working capital and for general corporate purposes.

The foregoing description is qualified in its entirety by reference to the form of Subscription Agreement, which is attached hereto as Annex N.

Preferred Financing

Concurrently with the execution of the Business Combination Agreement, on August 5, 2025, EQV, Presidio and PIH entered into the Securities Purchase Agreement with the Preferred Investors, pursuant to which and subject to the satisfaction of the closing conditions contained therein, immediately prior to or substantially concurrently with the Closing, the Preferred Investors will purchase in a private placement from Presidio an aggregate of 125,000 Preferred Shares and 937,500 Preferred Investor Warrants for a cash purchase price of $123,750,000 (net of all applicable original issue discounts). The Preferred Shares will have the rights, preferences, and privileges set forth in Presidio’s Certificate of Designation and certain holders of the Preferred Shares will have certain rights pursuant to the Preferred Stockholders’ Agreement.

At the closing of the Preferred Financing, each Preferred Investor will receive Preferred Shares and Preferred Investor Warrants to purchase a specified number of shares of Presidio Class A Common Stock, as set forth in the Securities Purchase Agreement. In addition, Presidio will enter into a Preferred Stockholders’ Agreement with certain Preferred Investors. The Preferred Investor Warrants will have an exercise price of $0.01, subject to adjustment as provided therein, and may be exercised for cash or on a cashless basis. The Preferred Investor Warrants will become exercisable in two tranches, with 50% exercisable six months following the Closing and 50% exercisable 12 months following the Closing, and have a term of exercise equal to five years from the applicable exercise date, as provided

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further in the Preferred Investor Warrants. Presidio shall use commercially reasonable efforts to file a resale registration statement within 45 days following the Closing to register the Presidio Class A Common Stock underlying the Preferred Investor Warrants, subject to certain conditions.

The Securities Purchase Agreement contains customary representations and warranties by EQV, PIH, and the Preferred Investors, including with respect to organization, authority, enforceability, compliance with laws, absence of conflicts, and the validity of the Preferred Shares and Preferred Investor Warrants to be issued. In addition, subject to certain conditions, so long as any Preferred Shares remain outstanding, Presidio’s Certificate of Designation will provide holders of a majority of the then issued and outstanding Preferred Shares the right to elect one Series A Director (as defined therein) and, in certain circumstances, two additional Preferred Stock Directors (as defined therein).

The potential dilutive impact of the Preferred Financing is described further below in the section of this proxy statement/prospectus entitled “Summary — Ownership of Presidio Upon Closing and Dilution to Non-Redeeming Shareholders.” Presidio expects to use the net proceeds from the Preferred Financing for working capital and for general corporate purposes.

The foregoing description is qualified in its entirety by reference to Securities Purchase Agreement, which is attached hereto as Annex O.

Rollover Agreements

In connection with the Business Combination, contemporaneously with the execution and delivery of the Business Combination Agreement, EQV, EQV Holdings, PIH, certain existing investors and certain unitholders of PIH (the “PIH Rollover Holders”) entered into those certain rollover agreements, dated as of August 5, 2025 (each, a “Rollover Agreement”, and collectively, the “Rollover Agreements”), pursuant to which the Class A ParentCo Rollover Units (as defined in the Rollover Agreement) of such PIH Rollover Holders will, in accordance with the terms of the Business Combination Agreement and the Rollover Agreement, convert into the right to receive a number of EQV Holdings Common Units and a number of shares of Presidio Class B Common Stock at par value.

The terms under the Rollover Agreements entered into with certain existing investors of PIH (the “Rollover Investors”) and certain unitholders of PIH (the “Rollover Members”) differ slightly but are the same in all material respects. The foregoing description is qualified in its entirety by reference to the form of Rollover Agreement (Rollover Members) and form of Rollover Agreement (Rollover Investors), which are attached hereto as Annex C and Annex D, respectively.

Securities Contribution and Transfer Agreements

In connection with the Business Combination, contemporaneously with the execution and delivery of the Business Combination Agreement, EQV, Presidio, Sponsor, certain PIH Rollover Holders and certain PIPE Investors party thereto entered into Securities Contribution and Transfer Agreements (the “Securities Contribution and Transfer Agreements”) in order to reflect the intended ownership interests of the shareholders of Presidio following the Business Combination. Pursuant to and subject to the terms and conditions of the Securities Contribution and Transfer Agreements, (i) Sponsor will contribute 562,746 Class B Shares to EQV as a contribution to capital at Closing and, in exchange, Presidio will issue 562,746 shares of Presidio Class A Common Stock (or securities convertible into Presidio Class A Common Stock) having a value of approximately $5,914,460 (based on the January 8, 2026 Closing Price) to the PIH Rollover Holders and (ii) Sponsor will contribute 565,217 Class B Shares to EQV as a contribution to capital at Closing and, in exchange, Presidio will issue 565,217 shares of Presidio Class A Common Stock to such PIPE Investors.

The terms under the Securities Contribution and Transfer Agreements entered into with the PIPE Investors and the Rollover Members differ slightly but are the same in all material respects. The foregoing description is qualified in its entirety by reference to the form of Securities Contribution and Transfer Agreement (PIPE Investors) and form of Securities Contribution and Transfer Agreement (Rollover Members), which are attached hereto as Annex E and Annex F, respectively.

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Registration and Stockholders’ Rights Agreement

In connection with the Closing, the Registration Rights Parties, EQV, EQVR Intermediate, EQV Holdings, and Presidio will enter into the Registration and Stockholders’ Rights Agreement. Under the Registration and Stockholders’ Rights Agreement, the Sponsor or its permitted transferees will have the right to designate two Sponsor Directors so long as they own in the aggregate greater than 20% of Presidio’s common equity and one director so long as they own in the aggregate greater than 10% of Presidio’s common equity. Pursuant to the terms of the Registration and Stockholders’ Rights Agreement, the Registration Rights Parties, and each of their permitted transferees, will be granted certain customary registration rights, including demand and piggyback rights. In addition, certain of the Registration Rights Parties will agree, subject to the terms provided therein, that each such party will not transfer any of its registrable securities under the Registration and Stockholders’ Rights Agreement for a period ending 180 days after the Closing.

The foregoing description is qualified in its entirety by reference to the form of Registration and Stockholders’ Rights Agreement, which is attached hereto as Annex K.

Agreement and Plan of Merger

In connection with the Business Combination, EQV and PIH negotiated the acquisition of all of the issued and outstanding equity interests of EQVR via merger and, contemporaneous with the execution of the Business Combination Agreement, EQV, Presidio, EQVR Merger Sub, EQVR, EQVR Intermediate and PIH entered into the EQVR Merger Agreement, pursuant to which Presidio will effect the EQVR Acquisition on the terms and subject to the conditions set forth in the EQVR Merger Agreement and in accordance with applicable law following the Closing.

The foregoing description is qualified in its entirety by reference to the EQVR Merger Agreement, which is attached hereto as Annex G.

Amended and Restated Limited Liability Company Agreement of EQV Holdings

Following the Business Combination, Presidio will be organized in an “Up-C” structure, such that Presidio and the subsidiaries of Presidio will hold and operate substantially all of the assets and business of PIH, and Presidio will be a publicly listed holding company that will hold equity interests in PIH. At Closing, EQV Holdings will amend and restate its limited liability company agreement (as amended, the “A&R LLC Agreement”) in its entirety to, among other things, provide its equityholders with the right to redeem their EQV Holdings Common Units for Presidio Class A Common Stock or, at Presidio’s option, cash, in each case, subject to certain restrictions set forth therein.

The foregoing description is qualified in its entirety by reference to the form of Amended and Restated Limited Liability Company Agreement of EQV Holdings, which is attached hereto as Annex L.

Ownership of Presidio Upon Closing and Dilution to Non-Redeeming Shareholders

As of January 8, 2026, there are 35,000,000 public shares issued and outstanding which may be redeemed in connection with the extraordinary general meeting, and 822,500 shares of non-redeemable Class A Shares issued and outstanding. In addition, there are 11,887,499 EQV warrants issued and outstanding, consisting of 11,666,666 EQV public warrants and 220,833 EQV private placement warrants. Each EQV warrant is exercisable for one Class A Share (or, following the Business Combination, one share of Presidio Class A Common Stock).

EQV cannot predict how many public shares will be redeemed. As a result, EQV is presenting three different redemption scenarios with respect to the public shares, each of which presents a different allocation of total Presidio equity following the Closing. To illustrate potential dilution in each such scenario, the tables below present the post-Closing share ownership of Presidio under each of: (1) the No Redemption Scenario; (2) the Mid-Point Contractual Redemption Scenario; and (3) the Maximum Contractual Redemption Scenario.

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The first table excludes the dilutive effect of: (i) the Earn-Out Shares; (ii) the Presidio private placement warrants; (iii) the Presidio public warrants; (iv) the Preferred Investor Warrants and (v) shares underlying Restricted Stock Units. The second table includes the dilutive effect of such items.

		No Redemption Scenario(1)					Mid-Point Contractual Redemption Scenario(1)(2)					Maximum Contractual Redemption Scenario(1)(3)
		Presidio Common Stock		Ownership %*			Presidio Common Stock		Ownership %*			Presidio Common Stock		Ownership %*
Public Shareholders		35,000,000		57.08	%		19,388,928		42.42	%		3,777,856		12.55	%
Sponsor(4)		6,116,528		9.98	%		6,116,528		13.38	%		6,116,528		20.33	%
EQV Directors(5)		160,000		0.26	%		160,000		0.35	%		160,000		0.53	%
BTIG, LLC		262,500		0.43	%		262,500		0.57	%		262,500		0.87	%
PIH Rollover Holders(6)		7,036,876		11.48	%		7,036,876		15.40	%		7,036,876		23.39	%
EQVR Intermediate(11)		3,422,260		5.58	%		3,422,260		7.49	%		3,422,260		11.37	%
PIPE Investors(7)		9,315,217		15.19	%		9,315,217		20.38	%		9,315,217		30.96	%
Total shares of Presidio Common Stock outstanding at Closing		61,313,381		100.00	%		45,702,309		100.00	%		30,091,237		100.00	%

		No Redemption Scenario(1)					Mid-Point Contractual Redemption Scenario(1)(2)					Maximum Contractual Redemption Scenario(1)(3)
		Presidio Common Stock		Ownership %*			Presidio Common Stock		Ownership %*			Presidio Common Stock		Ownership %*
Public Shareholders		35,000,000		45.12	%		19,388,928		31.29	%		3,777,856		8.15	%
EQV Public Warrant Holders		11,666,666		15.04	%		11,666,666		18.83	%		11,666,666		25.17	%
Sponsor(4)		6,116,528		7.88	%		6,116,528		9.87	%		6,116,528		13.19	%
EQV Directors(5)		160,000		0.21	%		160,000		0.26	%		160,000		0.35	%
BTIG, LLC		262,500		0.34	%		262,500		0.42	%		262,500		0.57	%
Private Placement Warrant Holders(8)		220,833		0.28	%		220,833		0.36	%		220,833		0.48	%
Preferred Investor Warrants(10)		937,500		1.21	%		937,500		1.51	%		937,500		2.02	%
PIH Rollover Holders(6)		7,036,876		9.07	%		7,036,876		11.36	%		7,036,876		15.18	%
Earn-Out Shares(9)		1,905,509		2.46	%		1,905,509		3.07	%		1,905,509		4.11	%
EQVR Intermediate(11)		3,422,260		4.41	%		3,422,260		5.52	%		3,422,260		7.38	%
PIPE Investors(7)		9,315,217		12.01	%		9,315,217		15.03	%		9,315,217		20.09	%
Restricted Stock Units		1,535,250		1.98	%		1,535,250		2.48	%		1,535,250		3.31	%
Fully-Diluted Shares		77,579,139		100.00	%		61,968,067		100.00	%		46,356,995		100.00	%

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*        Amounts may not sum due to rounding.

(1)      Share ownership presented under each redemption scenario is presented for illustrative purposes. EQV and PIH cannot predict how many public shares will be redeemed. As a result, the redemption amount and the number of public shares redeemed in connection with the Business Combination may differ from the amounts presented above. The ownership percentages of current public shareholders may also differ from the presentation above if the actual redemptions are different from these assumptions. See “Risk Factors — Risks Related to Redemption.”

(2)      This scenario assumes that 15,611,072 Class A Shares, or approximately 44.6% of the public shares outstanding as of the date of this proxy statement/prospectus, are redeemed, which is approximately 50% of the public shares assumed to be redeemed under the Maximum Contractual Redemption Scenario.

(3)      This scenario assumes that 31,222,144 Class A Shares, or approximately 89.2% of the public shares outstanding are redeemed, which is approximately 100% of the public shares assumed to be redeemed under the Maximum Contractual Redemption Scenario.

(4)      Represents shares of Presidio Class A Common Stock owned upon conversion of the Class B Shares. Includes 400,000 shares of Presidio Class A Common Stock owned upon conversion of the Class A Shares underlying the Private Placement Units and excludes (i) the Class B Contribution and (ii) the Earn-Out Shares that are subject to vesting (or forfeiture) on the basis of achieving certain trading price thresholds during the first five years following the Closing.

(5)      Represents 40,000 Class A Shares held by Jerome C. Silvey, Jr., 40,000 Class A Shares held by Bryan Summers, 40,000 Class A Shares held by Andrew Blakeman and 40,000 Class A Shares held by Marc Peperzak.

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(6)      Reflects shares of Presidio Class A Common Stock and Presidio Interests convertible into shares of Presidio Class A Common Stock, which are being reported together on an aggregated basis. Included within Presidio Interests are EQV Holdings Units which represent the economic interests of the combined company held by the non-controlling interests.

(7)      Assumes completion of the contemplated $87.5 million PIPE Financing and includes the issuance of 565,217 shares of Presidio Class A Common Stock to certain PIPE Investors.

(8)      Represents shares issuable upon the exercise of Presidio private placement warrants. Includes (i) 133,333 Presidio private placement warrants that will be held by Sponsor following the Closing and (ii) 87,500 Presidio private placement warrants that will be held by BTIG following the Closing. Presidio private placement warrants will be exercisable beginning 30 days following the Closing for one share of Presidio Class A Common Stock at an exercise price of $11.50 per share in accordance with the terms of the Presidio private placement warrants. Each redemption scenario assumes that all outstanding Presidio private placement warrants are exercised for cash.

(9)      Represents 1,905,509 Class B Shares, which are Earn-Out Shares that are subject to vesting (or forfeiture) on the basis of achieving certain trading price thresholds during the first five years following the Closing.

(10)    Represents 937,500 shares of Presidio Class A Common Stock underlying Preferred Investor Warrants.

(11)    Reflects shares of Presidio Class A Common Stock to be issued to EQVR Intermediate in connection with the EQVR Acquisition.

For more information, please see the sections of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities.”

If you acquired public shares in the IPO, your ownership interest will be immediately diluted to the extent of the difference between the $10.00 price per Public Unit sold in the IPO (each Public Unit consisting of one Class A Share and one-third of one EQV public warrant) and the net tangible book value per share, as adjusted, of the Class A Shares immediately after consummation of the Business Combination, assuming no value is attached to the EQV public warrants.

The following table presents the net tangible book value per share under each of: (1) the No Redemption Scenario; (2) the Mid-Point Contractual Redemption Scenario; and (3) the Maximum Contractual Redemption Scenario assuming various sources of material probable dilution (but excluding the direct effects of the Business Combination transaction itself). Numbers are in thousands, except share and per share data.

		No Redemption Scenario(1)			Mid-Point Contractual Redemption Scenario(2)			Maximum Contractual Redemption Scenario(3)
IPO offering price per share		$	10.00		$	10.00		$	10.00
Net tangible book value as of September 30, 2025, as adjusted(4)		$	386,063		$	224,115		$	64,792
As adjusted shares(5)			55,214,005			39,602,933			23,991,861
Net tangible book value per share		$	6.99		$	5.66		$	2.70
Dilution per share to public shareholders		$	3.01		$	4.34		$	7.30

____________

(1)      Includes 35,000,000 public shares and assumes that no additional public shareholders exercise their redemption rights with respect to such public shares.

(2)      Includes 19,388,928 public shares and assumes that no additional public shareholders exercise their redemption rights with respect to approximately 55.4% of the public shares, which is the amount remaining after 50% of the public shares assumed to be redeemed under the Maximum Contractual Redemption Scenario are redeemed, for an aggregate of approximately $165,266,861 (based on a redemption price of $10.59, which was the approximate redemption price as of January 8, 2026) from the Trust Account.

(3)      Includes 3,777,856 public shares and assumes that no additional public shareholders exercise their redemption rights with respect to approximately 10.8% of the public shares, which is the amount remaining after 100% of the public shares assumed to be redeemed under the Maximum Contractual Redemption Scenario are redeemed, for an aggregate of approximately $330,533,723 (based on a redemption price of $10.59, which was the approximate redemption price as of January 8, 2026) from the Trust Account.

(4)      See table below for reconciliation of net tangible book value, as adjusted.

(5)      See table below for reconciliation of as adjusted shares.

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The net tangible book value as of September 30, 2025, as adjusted, excludes the effects of the Business Combination transaction and includes (i) material probable or consummated transactions and (ii) transactions that will otherwise materially affect EQV’s net tangible book value. The adjusted net tangible book value as of September 30, 2025 is calculated as follows (in thousands, except share and per share data):

		No Redemption Scenario(1)				Mid-Point Contractual Redemption Scenario(2)				Maximum Contractual Redemption Scenario(3)
Numerator adjustments
EQV’s net tangible book value as of September 30, 2025		$	(20,118	)		$	(20,118	)		$	(20,118	)
Anticipated transaction expenses to be incurred by EQV(4)		$	(23,331	)		$	(21,581	)		$	(17,206	)
Anticipated PIPE Financing proceeds		$	87,500			$	87,500			$	87,500
Anticipated EQVR Debt Payoff(5)		$	(25,000	)		$	(25,000	)		$	(25,000	)
Funds released from trust at various redemption levels		$	367,011			$	203,313			$	39,615
Net tangible book value as of September 30, 2025, as adjusted		$	386,063			$	224,115			$	64,792
Denominator adjustments
EQV public shareholders			35,000,000				19,388,928				3,777,856
Sponsor(6)			6,116,528				6,116,528				6,116,528
PIPE Investors			9,315,217				9,315,217				9,315,217
Preferred Investors(7)			937,500				937,500				937,500
BTIG, LLC			262,500				262,500				262,500
EQV Directors			160,000				160,000				160,000
EQVR Intermediate(8)			3,422,260				3,422,260				3,422,260
As adjusted Class A Shares outstanding			55,214,005				39,602,933				23,991,861

____________

(1)      Includes 35,000,000 public shares and assumes that no additional public shareholders exercise their redemption rights with respect to such public shares.

(2)      Includes 19,388,928 public shares and assumes that no additional public shareholders exercise their redemption rights with respect to approximately 55.4% of the public shares, which is the amount remaining after 50% of the public shares assumed to be redeemed under the Maximum Contractual Redemption Scenario are redeemed, for an aggregate of approximately $165,266,861 (based on a redemption price of $10.59, which was the approximate redemption price as of January 8, 2026) from the Trust Account.

(3)      Includes 3,777,856 public shares and assumes that no additional public shareholders exercise their redemption rights with respect to approximately 10.8% of the public shares, which is the amount remaining after 100% of the public shares assumed to be redeemed under the Maximum Contractual Redemption Scenario are redeemed, for an aggregate of approximately $330,533,723 (based on a redemption price of $10.59, which was the approximate redemption price as of January 8, 2026) from the Trust Account.

(4)      Represents an estimated amount of advisory, printing, legal and accounting fees directly related to the Business Combination, excluding $7.2 million of fees incurred to date that have been accrued for as of September 30, 2025. The actual amount of transaction expenses incurred and payable at or around the consummation of the Business Combination will vary depending on actual fees and expenses incurred in connection with the Business Combination.

(5)      Represents a cash payment sufficient to repay EQVR’s indebtedness at closing of the EQVR Acquisition, which Presidio anticipates to be $25,000,000 as of the Closing Date (such figure includes an anticipated pre-Closing paydown of such indebtedness).

(6)      Represents Class A Shares underlying Class B Shares and includes 400,000 Class A Shares underlying the Private Placement Units and excludes (i) the Class B Contribution and (ii) the Earn-Out Shares that are subject to vesting (or forfeiture) on the basis of achieving certain trading price thresholds during the first five years following the Closing.

(7)      Represents detachable penny warrants that are to be issued to the Preferred Investors and that are assumed to vest in tranches of 50% six months after the Closing and the remaining 50% twelve months after the Closing.

(8)      Reflects shares of Presidio Class A Common Stock to be issued to EQVR Intermediate in connection with the EQVR Acquisition.

In addition to the material probable or consummated transactions and other transactions described in the calculation of net tangible book value above, non-redeeming public shareholders will experience further dilution from the issuance of 7,036,876 shares of Presidio Class A Common Stock to the PIH Rollover Holders, which was excluded from the calculation of net tangible book value above because such issuance is a part of the Business Combination. Furthermore, non-redeeming public shareholders may experience more dilution from other sources described in this

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section of the proxy statement/prospectus that the Company does not consider to be probable, such as: (A) the exercise of 11,666,666 Presidio public warrants and 220,833 Presidio private placement warrants, which the Company does not consider to be probable because the $11.50 exercise price of these warrants is higher than the per share amount in the Company’s trust account as of January 8, 2026 (being $10.59) and the price that the EQV Class A Ordinary Shares are trading; (B) the issuance of up to 1,905,509 Earn-Out Shares to the Sponsor, which the Company does not consider to be probable because such issuance is dependent upon the price of the Presidio Class A Common Stock achieving certain trading price thresholds that are described in the Sponsor Letter Agreement during the first five years following the Closing; and (C) the issuance of up to 1,535,250 shares of Presidio Class A Common Stock underlying Restricted Stock Units, which the Company does not consider to be probable because there are conditions to the vesting of such Restricted Stock Units. Moreover, non-redeeming public shareholders may experience further dilution from other sources not described in this section of the proxy statement/prospectus, including: (i) the reimbursement of fees or out-of-pocket expenses incurred by the Sponsor; (ii) the repayment of any outstanding loans, including working capital loans, or other obligations of EQV to the Sponsor; and (iii) future issuances or grants of equity or equity-linked securities by Presidio pursuant to the Incentive Plan that is expected to be adopted in connection with the Closing, assuming the approval by EQV shareholders at the extraordinary general meeting. As of the date of this proxy statement/prospectus, there are no amounts outstanding under any loans payable to the Sponsor and no fees due or out-of-pocket expenses to be repaid by EQV to the Sponsor. If the Sponsor were to loan any amount to EQV and/or incur any fees or out-of-pocket expenses on EQV’s behalf after the date of this proxy statement/prospectus, the total sum of such loans, fees and out-of-pocket expenses would be repayable on or after the completion of the Business Combination and reduce the total assets or net tangible book value of Presidio. Further, up to $1,500,000 of any amounts outstanding under any working capital loans made by the Sponsor or any of its affiliates to EQV may be converted into Private Placement Units at a price of $10.00 per Private Placement Unit at the option of the lender. Such potential loans, fees and out-of-pocket expenses have not been factored into the calculations in the above presentation because it is not materially probable that any will accrue after the date of this proxy statement/prospectus.

Other than as described above in this section of the proxy statement/prospectus, there are no additional material potential sources of future dilution that non-redeeming shareholders may experience by electing not to have their shares redeemed in connection with the Business Combination.

Date, Time and Place of extraordinary general meeting of EQV’s Shareholders

To better meet practical needs, the EQV Board determined that the extraordinary general meeting will be a virtual meeting conducted exclusively via live webcast. You will be able to attend the extraordinary general meeting online, vote at the extraordinary general meeting and submit your questions during the extraordinary general meeting by visiting https://www.virtualshareholdermeeting.com/FTW2026SM. The meeting webcast will begin promptly at 9:00 a.m., Eastern Time, or such other date, time, and place to which such meeting may be adjourned. You may access the meeting 15 minutes prior to the start time, and you should allow ample time for the check-in procedures. Because the extraordinary general meeting will be a completely virtual meeting, there will be no physical location for shareholders to attend. The extraordinary general meeting is being held to consider and vote upon the proposals to be put to the extraordinary general meeting, including if necessary, the Adjournment Proposal, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, each of the Condition Precedent Proposals have not been approved.

In order to attend the virtual extraordinary general meeting, enter the URL address into your browser, https://www.virtualshareholdermeeting.com/FTW2026SM, enter your control number, name and email address. Once you register you can vote or enter questions in the chat box. At the start of the extraordinary general meeting, you will need to log in again using your control number and will also be prompted to enter your control number if you vote during the extraordinary general meeting.

Shareholders who hold their shares through a bank or broker and whose voting instruction indicates that they may vote those shares through the proxyvote.com website may access, participate in, and vote at the extraordinary general meeting using the 16-digit control number provided on their voting instruction form. Shareholders who hold their shares in street name and do not have a control number should contact their bank, broker, nominee, trustee, or other record holder — preferably at least five days prior to the extraordinary general meeting — to obtain a “legal proxy” in order to attend, participate in, or vote at the meeting. Please note that you will not be able to vote or ask questions at the extraordinary general meeting if you choose to participate telephonically.

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Voting Power; Record Date

EQV shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned Ordinary Shares at the close of business on January 30, 2026, which is the Record Date for the extraordinary general meeting. EQV shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned Ordinary Shares at the close of business on January 30, 2026, which is the Record Date for the extraordinary general meeting. With respect to any votes on the Domestication Proposal, holders of Class B Shares will have ten votes for every Class B Share owned and holders of Class A Shares will have one vote for every Class A Share owned, each as at the close of business on the Record Date. With respect to all other matters submitted to a vote at the extraordinary general meeting, each holder of Ordinary Shares will have one vote for each Ordinary Share owned as at the close of business on the Record Date. If your Ordinary Shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the Ordinary Shares you beneficially own are properly counted. The EQV warrants do not have voting rights. As of the close of business on the Record Date, there were 35,822,500 Class A Shares issued and outstanding and 8,750,000 Class B Shares issued and outstanding.

Quorum and Vote of EQV Shareholders

A quorum of EQV shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if one or more holders of Ordinary Shares holding at least one-third of the paid up voting share capital of EQV and entitled to vote as of the record date, is present virtually or by proxy. As of the record date for the extraordinary general meeting, 14,857,500 Ordinary Shares would be required to achieve a quorum.

Pursuant to the Sponsor Letter Agreement, the Sponsor and the Insiders have agreed to, among other things, vote all of their Ordinary Shares in favor of the proposals being presented at the extraordinary general meeting. The Sponsor and the Insiders own and are entitled to vote an aggregate of approximately 20.9% of the voting power of the outstanding Ordinary Shares (except, with respect to the Domestication Proposal for which the Class B Shares held by Sponsor are entitled to ten votes per share, the Sponsor and the Insiders control 71.4% of the voting power of the outstanding Ordinary Shares). See “Business Combination Proposal — Related Agreements — Sponsor Letter Agreement” for more information related to the Sponsor Agreement.

The proposals presented at the extraordinary general meeting require the following votes:

(i)      Business Combination Proposal:    The approval of the Business Combination Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by EQV shareholders present virtually or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

(ii)    Domestication Proposal:    The approval of the Domestication Proposal requires a special resolution, being the affirmative vote of at least a two-thirds majority of the votes cast by EQV shareholders present virtually or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

(iii)   Governing Documents Proposal:    The approval of the Governing Documents Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by EQV shareholders present virtually or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

(iv)   Governing Documents Advisory Proposals:    The separate approval of each of the Governing Documents Advisory Proposals requires, on a non-binding advisory basis, an ordinary resolution, being the affirmative vote of a majority of the votes cast by the EQV shareholders present virtually or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

(v)    Stock Issuance Proposal:    The approval of the Stock Issuance Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued EQV ordinary shares present virtually or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

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(vi)   Incentive Plan Proposal:    The approval of the Incentive Plan Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the EQV shareholders present virtually or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

(vii)   Adjournment Proposal:    The approval of the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the EQV shareholders present virtually or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. If put forth at the extraordinary general meeting, the Adjournment Proposal will be the first and only proposal voted on and the Condition Precedent Proposals will not be submitted to the shareholders for a vote.

Redemption Rights

Pursuant to EQV’s amended and restated memorandum and articles of association, any public shareholders may demand that their public shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, less permitted withdrawals and income taxes payable, calculated as of two business days prior to the consummation of the Business Combination. If demand is properly made and the Business Combination is consummated, these public shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account, which holds the proceeds of the IPO (calculated as of two business days prior to the consummation of the Business Combination, less permitted withdrawals and income taxes payable). For illustrative purposes, based on the fair value of marketable securities held in the Trust Account of approximately $370,528,054 as of January 8, 2026, the estimated per share redemption price would have been approximately $10.59. Public shareholders may elect to redeem their public shares even if they vote for the Business Combination. A public shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the public shares included in the Public Units without the prior consent of EQV. Any beneficial holder of public shares on whose behalf a redemption right is being exercised must identify itself to EQV in connection with any redemption election in order to validly elect to redeem such public shares.

Each redemption of public shares by EQV’s public shareholders will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $370,528,054 as of January 8, 2026. The Business Combination Agreement provides that Presidio’s obligation to consummate the Business Combination is conditioned on the satisfaction of the Minimum Available Cash Condition. The conditions to closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties. If, as a result of redemptions of holders of public shares, this condition is not met or is not waived, then Presidio may elect not to consummate the Business Combination. EQV shareholders who wish to redeem their public shares for cash must refer to and follow the procedures set forth in the section entitled “Extraordinary General Meeting of EQV — redemption rights” to properly redeem their public shares.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. EQV has engaged Sodali & Co. to assist in the solicitation of proxies. EQV and its directors and officers and employees may also solicit proxies in person. EQV will ask banks, brokers and other institutions, nominees and fiduciaries to forward this proxy statement/prospectus and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.

If a shareholder grants a proxy, it may still vote its shares virtually if it revokes its proxy before the extraordinary general meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary General Meeting of EQV — Revoking Your Proxy.”

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Compensation Received by the Sponsor

Set forth below is a summary of the terms and amounts of the compensation received or to be received by the Sponsor and its affiliates in connection with the Business Combination or any related financing transaction, the number of securities issued or to be issued by Presidio to the Sponsor and its affiliates and the price paid or to be paid for such securities or any related financing transaction.

		Interest in Securities
Sponsor		The Sponsor paid an aggregate of $25,000 for the Class B Shares, and upon the completion of the Business Combination, the Class B Shares will convert into Presidio Class A Common Stock. In addition, the Sponsor paid an aggregate of $4,000,000 for its 400,000 Private Placement Units consisting of 400,000 Class A Shares and 133,333 EQV private placement warrants. Upon the completion of the Business Combination, these Class B Shares and Class A Shares will convert into Presidio Class A Common Stock, and the EQV private placement warrants will convert into Presidio warrants. The Sponsor ultimately expects to receive up to 8,022,037 shares of Presidio Class A Common Stock (giving effect to the Class B Contribution and assuming the Earn-Out Shares vest in full) upon the completion of the Business Combination, which would be valued at approximately $84,311,609 based on the January 8, 2026 Closing Price, and 133,333 Presidio warrants, which would be valued at approximately $62,667 based on the January 8, 2026 Closing Price. Jerry Silvey, Jerome C. Silvey, Jr. and Tyson Taylor directly control the Sponsor as managers of the entity, and each of Jerry Silvey, Jerome C. Silvey, Jr. and Tyson Taylor disclaim any beneficial ownership of such securities except to the extent of their ultimate pecuniary interest. Each of Jerry Silvey, Tyson Taylor and Will Smith have a direct or indirect economic interest in the Sponsor which is approximately 37.65%, 16.41% and 13.09%, respectively, and each of them disclaims any beneficial ownership of any securities held by the Sponsor except to the extent of his ultimate pecuniary interest.
Jerry Silvey		Jerry Silvey is expected to indirectly own 1,370,565 shares of Presidio Class A Common Stock, which would be valued at approximately $14,404,638 based on the January 8, 2026 Closing Price, as a consequence of the EQVR Acquisition.
Grant Raney		Grant Raney is expected to indirectly own 99,246 shares of Presidio Class A Common Stock, which would be valued at approximately $1,043,075 based on the January 8, 2026 Closing Price, as a consequence of the EQVR Acquisition.
Tyson Taylor		Tyson Taylor is expected to indirectly own 41,532 shares of Presidio Class A Common Stock, which would be valued at approximately $436,501 based on the January 8, 2026 Closing Price, as a consequence of the EQVR Acquisition.
Will Smith		Will Smith is expected to indirectly own 41,532 shares of Presidio Class A Common Stock, which would be valued at approximately $436,501 based on the January 8, 2026 Closing Price, as a consequence of the EQVR Acquisition.
Jerome C. Silvey, Jr.		Jerome C. Silvey, Jr. was issued 40,000 Class A Shares in connection with his nomination as a director of EQV. Upon the completion of the Business Combination, these Class A Shares will convert into Presidio Class A Common Stock, which would be valued at approximately $420,400 based on the January 8, 2026 Closing Price.
Bryan Summers		Bryan Summers was issued 40,000 Class A Shares in connection with his nomination as a director of EQV. Upon the completion of the Business Combination, these Class A Shares will convert into Presidio Class A Common Stock, which would be valued at approximately $420,400 based on the January 8, 2026 Closing Price.

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		Interest in Securities
Andrew Blakeman		Andrew Blakeman was issued 40,000 Class A Shares in connection with his nomination as a director of EQV. Upon the completion of the Business Combination, these Class A Shares will convert into Presidio Class A Common Stock, which would be valued at approximately $420,400 based on the January 8, 2026 Closing Price.
Marc Peperzak		Marc Peperzak was issued 40,000 Class A Shares in connection with his nomination as a director of EQV. Upon the completion of the Business Combination, these Class A Shares will convert into Presidio Class A Common Stock, which would be valued at approximately $420,400 based on the January 8, 2026 Closing Price. Marc Peperzak is also the trustee and beneficiary of the Bernard Trust, which holds 15,000 Class A Shares, which would be valued at $157,650 based on the January 8, 2026 Closing Price. By virtue of the relationship, Marc Peperzak may be deemed to have or share beneficial ownership of the securities held of record by the Bernard Trust, but Marc Peperzak disclaims any beneficial ownership of the securities held of record by the Bernard Trust other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Interests of Certain Persons in the Business Combination

Interests of our Sponsor and Certain of Directors and Officers of EQV and EQVR in the Business Combination

In considering the recommendation of the EQV Board to vote in favor of the Business Combination, shareholders should be aware that aside from their interests as shareholders, our Sponsor and certain directors and officers of EQV and EQVR have interests in the Business Combination that may be different from, or in addition to, those of other shareholders generally. Our Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination, approving the Business Combination and in recommending to shareholders that they approve the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination.

These interests include, among other things:

•        the fact that the Sponsor and EQV directors and officers have agreed not to redeem any Ordinary Shares held by them in connection with a shareholder vote to approve a proposed initial business combination;

•        the fact that our Sponsor paid an aggregate of $25,000 for the Class B Shares, and upon the completion of the Business Combination, the Class B Shares will convert into Presidio Class A Common Stock at a conversion rate that entitles the holders of such Class B Shares to continue to own, in the aggregate, approximately 10.0% of the Presidio Class A Common Stock (after giving effect to the Class B Contribution, assuming that the Earn-Out Shares vest in full and assuming the No Redemption Scenario). As a result, our Sponsor ultimately expects to receive up to 7,622,037 shares of Presidio Class A Common Stock (giving effect to the Class B Contribution and assuming the Earn-Out Shares vest in full) in connection with the conversion of the Class B Shares in connection with the Business Combination and such securities will have a significantly higher value at the time of the Business Combination which, if unrestricted and freely tradable, would be valued at approximately $80,107,609 based on the January 8, 2026 Closing Price, resulting in a theoretical gain of approximately $80,082,609, but, given the restrictions on such shares, EQV believes such shares have less value. If the Business Combination is not consummated, the Sponsor will not realize such theoretical gain;

•        the fact that the Sponsor and EQV directors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Class B Shares held by them if EQV fails to complete an initial business combination by August 8, 2026 (unless extended);

•        the fact that our Sponsor paid an aggregate of $4,000,000 for its 400,000 Private Placement Units consisting of Class A Shares and EQV private placement warrants and that such EQV private placement warrants underlying such units will expire worthless if a business combination is not consummated by August 8, 2026 (unless extended);

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•        the fact that up to an aggregate amount of $1,500,000 of any amounts outstanding under any working capital loans made by our Sponsor or any of its affiliates to EQV may be converted into Private Placement Units at a price of $10.00 per Private Placement Unit at the option of the lender;

•        the fact that certain of EQV’s officers and directors, other than EQV’s independent directors, collectively own, directly or indirectly, a material interest in the Sponsor;

•        the fact that the Sponsor will have the right to designate two directors so long as they own in the aggregate greater than 20% of Presidio’s common equity and one director so long as they own in the aggregate greater than 10% of Presidio’s common equity;

•        the fact that following the consummation of the Business Combination, Presidio will acquire all of the issued and outstanding equity interests of EQVR via merger pursuant to the EQVR Merger Agreement for consideration of (i) 3,422,260 shares of Presidio Class A Common Stock issued to EQVR Intermediate, which would be valued at approximately $35,967,953 based on the January 8, 2026 Closing Price and (ii) a cash payment sufficient to repay EQVR’s indebtedness at closing of the EQVR Acquisition, which the Company anticipates to be $25,000,000 as of the Closing Date (such figure includes an anticipated pre-Closing paydown of such indebtedness);

•        the fact that Jerry Silvey, Jerome C. Silvey, Jr. and Tyson Taylor, members of the EQV Board, also constitute the board of managers of the Sponsor and serve on the board of the entity that controls EQVR;

•        the fact that certain directors and officers of EQV and EQVR own indirect equity interests in EQVR, which have no liquid trading market, and as a consequence of the EQVR Acquisition will have an indirect interest in publicly tradeable securities, such that: (i) Jerry Silvey is expected to indirectly own 1,370,565 shares of Presidio Class A Common Stock, which would be valued at approximately $14,404,638 based on the January 8, 2026 Closing Price; (ii) Grant Raney is expected to indirectly own 99,246 shares of Presidio Class A Common Stock, which would be valued at approximately $1,043,075 based on the January 8, 2026 Closing Price; and (iii) Tyson Taylor and Will Smith are each expected to indirectly own 41,532 shares of Presidio Class A Common Stock, which would be valued at approximately $436,501 based on the January 8, 2026 Closing Price;

•        the continued indemnification of EQV’s directors and officers under the Existing Governing Documents and the continuation of EQV’s directors’ and officers’ liability insurance after the Business Combination;

•        the fact that our Sponsor and EQV’s officers and directors will lose their entire investment of approximately $4,025,000 in EQV and will not be reimbursed for any loans extended, fees due or out-of-pocket expenses if an initial business combination is not consummated by August 8, 2026 (unless extended). As described above, following the Business Combination, our Sponsor ultimately expects to receive up to 7,622,037 shares of Presidio Class A Common Stock (giving effect to the Class B Contribution and assuming the Earn-Out Shares vest in full) in connection with the conversion of the Class B Shares in connection with the Business Combination and each of EQV’s independent directors held 40,000 Class A Shares. Additionally, our Sponsor purchased 400,000 Private Placement Units simultaneously with the consummation of the IPO for an aggregate purchase price of $4,000,000, which consists of 400,000 Class A Shares and 133,333 EQV private placement warrants. The 7,622,037 shares of Presidio Class A Common Stock expected to be owned by our Sponsor would have had an aggregate market value of approximately $80,107,609 based on the January 8, 2026 Closing Price. The 400,000 Private Placement Units held by the Sponsor would have had an aggregate market value of approximately $4,204,000 based on the January 8, 2026 Closing Price, and the 133,333 EQV private placement warrants held by Sponsor would have had an aggregate market of approximately $62,667 based on the January 8, 2026 Closing Price;

•        the fact that if the Trust Account is liquidated, including in the event EQV is unable to complete an initial business combination within the required time period, our Sponsor has agreed to indemnify EQV to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which EQV has entered into an acquisition agreement or claims of any third party for services rendered or products sold to EQV, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

•        the fact that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;

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•        the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other EQV shareholders experience a negative rate of return in the post-business combination company; and

•        the terms and provisions of the Related Agreements as set forth in detail under “Business Combination Proposal — Related Agreements”.

These interests may influence our directors in making their recommendations that you vote in favor of the approval of the Business Combination.

Interests of Certain Members of Management and the Board of Directors of PIH in the Business Combination

In considering the recommendation of the EQV Board to vote in favor of the Business Combination, shareholders should also be aware that certain members of management and the board of directors of PIH may have interests in the Business Combination that are different from those of the public shareholders. These interests may include, among other things, the fact that certain members of management and the board of directors of PIH will be (i) issued an aggregate of 562,746 shares of Presidio Class A Common Stock (or securities convertible into Presidio Class A Common Stock) having a value of approximately $5,914,460 (based on the January 8, 2026 Closing Price) for no additional consideration in exchange for the Sponsor’s contribution of 562,746 Class B Shares to EQV as a contribution to capital at Closing, (ii) granted representation on the board at Closing, (iii) entering into employment agreements at Closing and (iv) granted customary indemnification rights.

For more information, see “The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

Recommendation to Shareholders of EQV

The EQV Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of EQV and its shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Governing Documents Proposal, “FOR” each of the Governing Documents Advisory Proposals, “FOR” the Stock Issuance Proposal, “FOR” the Incentive Plan Proposal, and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.

The existence of financial and personal interests of one or more of EQV’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of EQV and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, EQV’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for a further discussion of these considerations.

U.S. Federal Income Tax Considerations

For a discussion summarizing certain U.S. federal income tax considerations of the Domestication, exercise of redemption rights and the Business Combination, please see “Material U.S. Federal Income Tax Considerations.”

Expected Accounting Treatment

The Business Combination and the EQVR Acquisition are each accounted for as an acquisition of a variable interest entity that meets the requirements to be accounted for as an asset acquisition in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Under this method of accounting, the identifiable assets acquired, liabilities assumed, and noncontrolling interests of PIH and EQVR are measured at their acquisition date fair values. EQV determined that PIH was the predecessor as PIH will comprise most of the combined entities’ assets and operations and will be managed by PIH’s management team upon consummation of the Business Combination and EQVR Acquisition.

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Emerging Growth Company

EQV is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. EQV has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, EQV, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of EQV’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

We will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of the IPO, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which we have issued more than $1 billion in non-convertible debt securities during the prior three-year period.

Smaller Reporting Company

Additionally, EQV is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our Ordinary Shares held by non-affiliates exceeds $250 million as of the prior June 30, or (ii) our annual revenue exceeded $100 million during such completed fiscal year and the market value of our Ordinary Shares held by non-affiliates exceeds $700 million as of the prior June 30.

Risk Factor Summary

In evaluating the Business Combination and the proposals to be considered and voted on at the extraordinary general meeting, you should carefully review and consider the risk factors discussed or referenced below and set forth under the section entitled “Risk Factors” elsewhere in this proxy statement/prospectus. The occurrence of one or more of the events or circumstances discussed or referenced below or in that section, alone or in combination with other events or circumstances, may have a material adverse effect on (i) the ability of EQV and Presidio to complete the Business Combination and (ii) the business, cash flows, financial condition and results of operations of Presidio following consummation of the Business Combination. Unless the context otherwise requires, references in this Risk Factor Summary to “we,” “us” or “our” refer to the business of PIH and/or EQVR prior to the consummation of the Business Combination, which will be the business of Presidio and its subsidiaries following the Business Combination and the EQVR Acquisition.

In particular, such risks include, but are not limited to, the following:

•        Oil, natural gas and NGL prices are volatile. Even though a significant portion of our production is hedged, extended declines in such prices have adversely affected, and could in the future adversely affect, our business, financial position, results of operations and cash flow.

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•        Significant price declines for oil, natural gas or NGL may result in write-downs of the carrying amount of our oil and gas properties, which could materially and adversely affect our results of operations and financial condition.

•        Our derivatives activities, including the failure of counterparties to meet their obligations, could adversely affect our cash flow, results of operations and financial condition.

•        Our ability to make and sustain regular cash dividends on our Class A Common Stock following the Business Combination may be limited.

•        Unless we replace our produced reserves with acquired or developed new reserves, our reserves and production will decline, which would adversely affect our future cash flows, results of operations and dividends.

•        We could experience periods of higher costs if commodity prices rise. These increases could reduce our profitability, cash flow and ability to complete development activities as planned.

•        Our development projects and acquisitions require substantial capital expenditures. We may be unable to obtain any required capital or financing on satisfactory terms, which could lead to a decline in our production and reserves.

•        Operators of our wells may not adequately perform operations, may breach applicable agreements or may fail to act in ways that are in our best interest.

•        Increased costs of capital could adversely affect our business.

•        Our ability to obtain financing on terms acceptable to us may be limited in the future by, among other things, increases in interest rates.

•        We conduct business in a highly competitive industry, making it more difficult for us to acquire properties, market natural gas, secure trained personnel and raise additional capital.

•        Our leverage and debt service obligations, including restrictions in the related agreements, may adversely affect our financial condition, results of operations and business prospects.

•        The securitizations of our limited purpose, bankruptcy remote, wholly owned subsidiaries may expose us to financing and other risks, and there can be no assurance that we will be able to access the securitization market in the future, which may require us to seek more costly financing.

•        Extreme weather conditions could adversely affect our ability to conduct operations in some of the areas where our properties are located.

•        An increase in the differential between the benchmark prices of oil and natural gas and the wellhead price we expect to receive for our future production could significantly reduce our cash flow and adversely affect our financial condition.

•        Our estimated reserves are based on many assumptions that may prove to be inaccurate. Any material inaccuracies in these reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves.

•        Future sales, or the perception of future sales, by Presidio or its stockholders in the public market following the Business Combination could cause the market price for Presidio Class A Common Stock to decline.

•        Presidio will incur significantly increased costs and devote substantial management time as a result of operating as a public company, particularly after it is no longer an “emerging growth company.”

•        There is no guarantee that a public shareholder’s decision whether to redeem his, her or its shares for a pro rata portion of the Trust Account will put such public shareholder in a better future economic position.

•        Sponsor paid nominal consideration for the Class B Shares they hold. As a result, Sponsor may make a substantial profit if the Business Combination is consummated, even if the shares held by EQV

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shareholders lose substantial value. For this reason, Sponsor may have a strong economic incentive to approve and complete the Business Combination, even if the Business Combination arguably may not be in the best interests of EQV shareholders.

•        Some of EQV’s officers and directors may be argued to have conflicts of interest that may influence them to support or approve the Business Combination without regard to your interests.

•        EQV shareholders will experience dilution due to the issuance to PIH Rollover Holders of securities entitling them to a significant voting stake in Presidio.

•        EQV has no operating history and is subject to a mandatory liquidation and subsequent dissolution requirement. As such, there is a risk that EQV will be unable to continue as a going concern if it does not consummate an initial business combination by August 8, 2026 (unless extended by the EQV shareholders). If EQV is unable to effect an initial business combination by August 8, 2026, EQV will be forced to liquidate and the EQV warrants will expire worthless.

•        EQV has not obtained an opinion from an independent investment banking firm or another independent firm as to the fairness of the Business Combination, and consequently, you may have no assurance from an independent source that the terms of the Business Combination are fair to EQV from a financial point of view.

•        EQV has a limited ability to assess the management of PIH’s business and, as a result, cannot assure you that PIH’s management has all the skills, qualifications, or abilities to manage a public company.

•        PIH directors and officers may have interests in the Business Combination different from the interests of PIH stockholders.

•        Because EQV is incorporated under the laws of the Cayman Islands, in the event the Business Combination is not completed, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited.

•        The Presidio public warrants may be redeemed prior to their exercise at a time that is disadvantageous to a holder of Presidio public warrants.

•        The ability of public shareholders to exercise redemption rights may prevent EQV from completing the Business Combination or optimizing its capital structure.

•        There are risks to unaffiliated investors by taking PIH public through a merger rather than through an underwritten offering.

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SUMMARY HISTORICAL FINANCIAL INFORMATION OF PIH

PIH is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination.

PIH’s balance sheet data as of September 30, 2025 and December 31, 2024, and statement of operations data for the nine months ended September 30, 2025 and 2024, are derived from PIH’s unaudited financial statements included elsewhere in this proxy statement/prospectus.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should read the following selected financial information in conjunction with each of PIH’s and EQV’s consolidated financial statements and related notes and the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of PIH” contained elsewhere herein.

(in thousands, except per share amounts)		Nine months ended September 30, 2025				Nine months ended September 30, 2024
REVENUE
Oil sales		$	64,497			$	83,426
Natural gas sales			36,798				14,791
Natural gas liquids sales			35,360				42,148
Field services revenue			846				984
Total revenues			137,501				141,349
EXPENSES
Lease operating expenses			57,214				50,311
Production taxes			7,753				8,101
Ad valorem taxes			3,784				4,677
Depletion, oil and gas properties			21,790				26,117
Depreciation and amortization, other property and equipment			2,400				2,214
Accretion of asset retirement obligation			3,079				2,828
General and administrative(1)			20,116				5,574
Cost of field services revenue			140				1,125
Gain on sale of assets			(6,741	)			(81,910	)
Total operating expenses			109,535				19,037
Income from operations			27,966				122,312
Commodity derivative gains (losses)			15,572				12,981
Other income (expense)			(159	)			695
Interest expense			(18,493	)			(21,285	)
Net income before income taxes			24,886				114,703
Income tax expense			990				230
NET INCOME (LOSS)		$	23,896			$	114,473
Net income (loss) per Class A units		$	206.39			$	988.73
Class A units outstanding, basic and diluted			115,778				115,778
Class A weighted-average units outstanding, basic and diluted			115,778				115,778

____________

(1)      Includes distributions to Class B unitholders in 2025 following the sale of certain undeveloped properties.

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Balance Sheet Data (in thousands)		As of September 30, 2025			As of December 31, 2024
Total current assets		$	45,599		$	135,532
Total assets		$	391,833		$	502,063
Total current liabilities		$	125,545		$	151,837
Total liabilities and member’s deficit		$	391,833		$	502,063

Statements of Cash Flows (in thousands)		Nine months ended September 30, 2025				Nine months ended September 30, 2024
Net cash provided by operating activities		$	5,831			$	41,841
Net cash provided by investing activities		$	3,623			$	78,666
Net cash used in financing activities		$	(92,247	)		$	(41,937	)

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SUMMARY HISTORICAL FINANCIAL INFORMATION OF EQV

EQV is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination.

EQV’s balance sheet data as of September 30, 2025 and December 31, 2024, and statement of operations data for the nine months ended September 30, 2025 and 2024, are derived from EQV’s audited and unaudited financial statements included elsewhere in this proxy statement/prospectus.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should read the following selected financial information in conjunction with each of PIH’s and EQV’s consolidated financial statements and related notes and the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of EQV” contained elsewhere herein.

		Nine months ended September 30, 2025				For the Period from April 15, 2024 (inception) through September 30, 2024
General and administrative costs		$	8,721,622			$	379,124
Loss from operations			(8,721,622	)			(379,124	)
Other Income (Expense)
Change in fair value of over-allotment liability			—				598,539
Subscription agreement expense			(191,000	)			—
Interest income from bank account			17,952				—
Interest earned on investments held in trust account			11,841,655				2,695,023
Total other income			11,668,607				3,293,562
Net Income		$	2,946,985			$	2,914,438
Basic and diluted weighted average shares outstanding, Class A redeemable shares			35,822,500				11,375,432
Basic and diluted net income (loss) per share		$	0.07			$	0.14
Basic and diluted weighted average shares outstanding, Class A and B non-redeemable shares			8,750,000				8,750,000
Basic and diluted net income (loss) per share		$	0.07			$	0.14

Balance Sheet Data		As of September 30, 2025				As of December 31, 2024
Total assets		$	367,177,035			$	357,563,391
Total liabilities		$	20,415,291			$	13,748,632
Class A ordinary shares subject to possible redemption, 35,000,000 shares at redemption value of approximately $10.48 and $10.18 per share at September 30, 2025 and December 31, 2024, respectively		$	366,880,445			$	356,222,955
Total shareholders’ deficit		$	(20,118,701	)		$	(12,408,196	)

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SUMMARY HISTORICAL FINANCIAL INFORMATION OF EQVR

The following summary historical financial data of EQVR as of December 31, 2024 has been derived from EQVR’s audited financial statements included elsewhere in this proxy statement/prospectus. The summary financial data as of September 30, 2025 and for the nine months ended September 30, 2025 and 2024 is derived from EQVR’s unaudited financial statements included elsewhere in this proxy statement/prospectus.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should read the following selected financial information in conjunction with each of EQVR’s, PIH’s and EQV’s consolidated financial statements and related notes and the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of EQV Resources LLC” contained elsewhere herein.

(in thousands)		Nine months ended September 30, 2025				Nine months ended September 30, 2024
REVENUES
Oil sales		$	4,593			$	6,412
Gas sales, net			7,420				4,246
NGLs sales, net			4,573				5,217
Total revenue			16,586				15,875
OPERATING EXPENSES
Lease operating expense			7,721				6,557
Production taxes			674				679
Depreciation and depletion			3,926				6,150
Accretion expense			560				1,126
General and administrative expenses			1,662				1,525
Total expenses			14,544				16,037
Income (loss) from operations			2,042				(162	)
OTHER INCOME (EXPENSE)
Realized derivative gains (losses)			(257	)			2,527
Unrealized derivative gains (losses)			2,300				51
Interest expense			(3,051	)			(3,690	)
Gain on sale of asset			10				26
Other income			—				2
Total other income (expense)			(998	)			(1,083	)
Net gain (loss)			1,044				(1,245	)

Balance Sheet Data (in thousands)		As of September 30, 2025			As of December 31, 2024
Total current assets		$	5,132		$	4,864
Total assets		$	52,527		$	55,718
Total current liabilities		$	1,994		$	3,326
Total liabilities and member’s equity		$	52,527		$	55,718

Statements of Cash Flows (in thousands)		Nine months ended September 30, 2025				Nine months ended September 30, 2024
Net cash provided by operating activities		$	3,305			$	5,425
Net cash provided by (used in) investing activities		$	10			$	(907	)
Net cash used in financing activities		$	(3,002	)		$	(2,706	)

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RISK FACTORS

Investing in our shares of common stock involves a high degree of risk. You should carefully consider the risks described below with all of the other information included in this proxy statement/prospectus before deciding to invest in our shares of common stock. Additionally, new risks may emerge at any time and we cannot predict those risks or estimate the extent to which they may affect financial performance.

If any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected. In that case, we might not be able to pay dividends on our shares of common stock, the trading price of our shares of common stock could decline and our shareholders could lose all or part of their investment.

Risks Related to PIH’s Business and to Presidio’s Business Following the Business Combination

Unless the context otherwise requires, any reference in the below sections of this proxy statement/prospectus to the “Company,” “we,” “us,” “our,” and “PIH” refers to Presidio Investment Holdings LLC and its consolidated subsidiaries prior to the consummation of the Business Combination, which will be the business of Presidio following the consummation of the Business Combination. Accordingly, the risks described below relating to PIH could also materially and adversely affect Presidio after the consummation of the Business Combination.

Oil, natural gas and NGL prices are volatile. Even though a significant portion of our production is hedged, extended declines in such prices have adversely affected, and could in the future adversely affect, our business, financial position, results of operations and cash flow.

Our revenues, operating results, cash flow and liquidity depend primarily upon the prices we receive for the natural gas, oil and NGL we sell. We require substantial expenditures to replace our natural gas, oil and NGL reserves, sustain production and fund our business plans, including our development efforts. Historically, the markets for natural gas, oil and NGL have been volatile, and they are likely to continue to be volatile. Wide fluctuations in natural gas, oil and NGL prices may result from relatively minor changes in the supply of or demand for natural gas, oil and NGL, market uncertainty and other factors that are beyond our control, including:

•        worldwide and regional economic conditions impacting the supply and demand for oil, natural gas and NGLs;

•        political and economic conditions and events in foreign oil and natural gas producing countries, including embargoes, continued hostilities in the Middle East and other sustained military campaigns, the war in Ukraine and associated economic sanctions on Russia, conditions in South America, Central America, China and Russia, and acts of terrorism or sabotage;

•        actions of the Organization of the Petroleum Exporting Countries and its allies (“OPEC+”), including the ability and willingness of the members of OPEC+ and other exporting nations to agree to and maintain oil price and production controls;

•        changes in seasonal temperatures, including the number of heating degree days during winter months and cooling degree days during summer months;

•        the level of oil, natural gas and NGL exploration, development and production;

•        the level of oil, natural gas and NGL inventories;

•        the level of U.S. Liquefied Natural Gas (“LNG”) exports;

•        the impact on worldwide economic activity of an epidemic, outbreak or other public health events,

•        prevailing prices on local price indexes in the areas in which we operate;

•        the proximity, capacity, cost and availability of gathering and processing facilities;

•        localized and global supply and demand fundamentals and transportation availability;

•        the cost of exploring for, developing, producing and transporting reserves;

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•        the spot price of LNG on world markets;

•        changes in ocean freight capacity, which could adversely impact LNG shipping capacity or lead to material interruptions in service or stoppages in LNG transportation;

•        political and economic conditions in or affecting major LNG consumption regions or countries, particularly Asia and Europe;

•        weather conditions and natural disasters, including those influenced by climate change;

•        technological advances affecting energy consumption;

•        the impact of energy conservation efforts;

•        the price and availability of alternative fuels;

•        activities that restrict the exploration, development and production of oil and natural gas to minimize greenhouse gas (“GHG”) emissions;

•        speculative trading in oil and natural gas derivative contracts;

•        increased end-user conservation;

•        U.S. trade policies and their effect on U.S. oil and natural gas exports;

•        expectations about future commodity prices; and

•        U.S. federal, state and local and non-U.S. governmental regulation and taxes, including legislation or regulations addressing GHG emissions or requiring the reporting of GHG emissions or climate-related information.

These factors and the volatility of the energy markets make it extremely difficult to predict future oil and natural gas price movements accurately. Lower commodity prices may reduce our operating margins, cash flow and borrowing ability. If we are unable to obtain needed capital or financing on satisfactory terms, our ability to make acquisitions could be adversely affected. Also, using lower prices in estimating proved and probable reserves may result in a reduction in proved and probable reserve volumes due to economic limits. In addition, sustained periods with oil and natural gas prices at levels lower than current WTI and Henry Hub strip prices may adversely affect our cash flow and our ability to raise capital. As a result, a substantial or extended decline in commodity prices may materially and adversely affect our future business, financial condition, results of operations, cash flow, liquidity and ability to meet our financial commitments or cause us to delay any planned capital expenditures.

Our derivatives activities could adversely affect our cash flow, results of operations and financial condition.

To achieve more predictable cash flows and reduce our exposure to adverse fluctuations in the prices of oil and natural gas, and (a) as required by our ABS II Notes and (b) as may be required by any secured reserve-based lending revolving credit facility that we may from time to time be a party to, we enter into derivative contracts in relation to a significant portion of our projected oil and natural gas production, primarily consisting of swaps. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Quantitative and Qualitative Disclosures About Market Risk — Commodity price risk.” Accordingly, our earnings may fluctuate significantly as a result of changes in the fair value of our derivative instruments.

Derivative instruments also expose us to the risk of financial loss in some circumstances, including when:

•        production is less than the volumes covered by the derivative instruments and applicable commodity prices rise;

•        the counterparty to a derivative instrument defaults on its contractual obligations; or

•        references a commodity price source in respect of which prices increase more (or decrease less) than the corresponding.

The use of derivatives may, in some cases, require the posting of cash collateral with counterparties. If we enter into derivatives that require us to post cash collateral and commodity prices change in a manner adverse to our position under those derivatives, our cash otherwise available for use in our operations would be reduced, which could limit our ability to make future capital expenditures, make payments on our indebtedness and pay dividends to our shareholders,

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and which could also limit the size of our borrowing base, under any secured reserve-based lending revolving credit facility that we may from time to time be a party to. Future collateral requirements will depend on arrangements with our counterparties and oil and natural gas prices.

During periods of declining commodity prices, our derivative contract receivable positions would generally increase, which increases our counterparty credit exposure. If the creditworthiness of our counterparties deteriorates and results in their nonperformance, we could incur a significant loss with respect to our derivative contracts.

Our price hedging strategy and future hedging transactions will be determined at our discretion, subject to the terms of certain agreements governing our indebtedness. The prices at which we hedge our production in the future will be dependent upon commodity prices at the time we enter into the hedges. Our hedges will limit our ability to realize the full benefits from commodity price increases relative to the prices at which we establish our hedges. On the other hand, any portion of our natural gas, NGL and oil production that is not hedged would expose that production to commodity price fluctuations.

Our ability to make and sustain regular cash dividends on the Presidio Class A Common Stock following the Business Combination may be limited.

We currently expect to pay a dividend from available funds and future earnings on the Presidio Class A Common Stock following the completion of the Business Combination, at the discretion of the Presidio Board and subject to compliance with contractual restrictions and covenants in the agreements governing our current and future indebtedness. Based on current estimates of future production from our existing reserves at current prices, we estimate that we would be unable to sustain paying dividends at the initial level we expect to begin paying immediately following the closing of the Business Combination for periods beyond 2027. In addition, we intend to use a portion of the proceeds of the Business Combination to restrike certain of our existing derivative contracts covering periods through the end of 2027 in order to support our cash flows over such time. In order to sustain our anticipated initial dividend level, if any, for periods beyond 2027, we expect we would be required to acquire additional producing reserves at favorable prices. See “— Unless we replace our produced reserves with acquired or developed new reserves, our reserves and production will decline, which would adversely affect our future cash flows, results of operations and dividends.”

Unless we replace our produced reserves with acquired or developed new reserves, our reserves and production will decline, which would adversely affect our future cash flows, results of operations and dividends.

Producing oil and natural gas reservoirs generally are characterized by declining production rates that vary depending upon reservoir characteristics and other factors. Unless we continually acquire properties containing proved reserves or conduct successful ongoing development activities, our proved reserves will decline as those reserves are produced. Our future reserves and production, and therefore our future cash flow and results of operations, are highly dependent on our success in economically finding or acquiring additional recoverable reserves and efficiently developing our current reserves. We may not be able to find, acquire or develop sufficient additional reserves to replace our current and future production. If we are unable to replace our current and future production, the value of our reserves will decrease, and our business, financial condition and results of operations would be materially and adversely affected.

We could experience periods of higher costs if commodity prices rise. These increases could reduce our profitability, cash flow and ability to complete development activities as planned.

Historically, our capital and operating costs have risen during periods of increasing oil, natural gas and NGL prices and drilling activity in our areas of operation and other major shale basins throughout the U.S. These cost increases result from a variety of factors beyond our control, such as increases in the cost of sand and other proppant used in hydraulic fracturing operations; steel and other raw materials that we and our vendors rely upon; increased demand for labor, services and materials as drilling activity increases; and increased taxes. Such costs may rise faster than increases in our revenue if commodity prices rise, thereby negatively impacting our profitability, cash flow and ability to complete development activities as scheduled and on budget. This impact is magnified to the extent that our ability to participate in the commodity price increases is limited by our hedging activities. Furthermore, high oil prices have historically led to more development activity in oil-focused shale basins and resulted in service cost inflation across all U.S. shale basins, including our areas of operation. Higher levels of development activity in oil-focused shale basins have also historically resulted in higher levels of associated gas production that places downward pressure on natural gas prices. To the extent natural gas prices decline due to a period of increased associated gas production and we experience service cost inflation during such period, our cash flow and profitability may be materially adversely impacted.

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Our development projects and acquisitions require substantial capital expenditures. We may be unable to obtain any required capital or financing on satisfactory terms, which could lead to a decline in our production and reserves.

The oil and gas industry is capital-intensive. A number of factors could cause our cash flow to be less than we expect. Moreover, our capital budgets are based on a number of assumptions, including expected elections by working interest partners, midstream service costs, and oil and natural gas prices, and are therefore subject to change. If our cash flows are less than we expect, we decide to pursue acquisitions, or we change our capital budgets, we may be required to borrow more under the RBL Facility than we expect or issue debt or equity securities to consummate such acquisitions. The incurrence of additional indebtedness, either through borrowings under the RBL Facility, the issuance of additional debt securities or otherwise, would require that a portion of our cash flow from operations be used for the payment of interest and principal on our indebtedness, thereby reducing our ability to use cash flow from operations to fund capital expenditures, our development plan, acquisitions and dividends to shareholders. The issuance of additional equity securities may be dilutive to our shareholders. The actual amount and timing of our future capital expenditures may differ materially from our estimates as a result of, among other things: oil and natural gas prices; the availability and cost of drilling rigs and labor and other services and equipment; the availability, cost and adequacy of midstream gathering, processing, compression and transportation infrastructure; and regulatory, technological and competitive developments.

Our cash flow from operations and access to capital are subject to a number of variables, including:

•        the prices at which our production is sold;

•        the amount of our proved reserves;

•        the amount of hydrocarbons we are able to produce from existing wells;

•        our ability to acquire, locate and produce new reserves;

•        the amount of our operating expenses;

•        cash settlements from our derivative activities;

•        our ability to borrow under the RBL Facility; and

•        our ability to access the debt and equity capital markets or sell non-core assets.

If our revenues or the borrowing base under the RBL Facility decrease as a result of lower commodity prices, operational difficulties, declines in reserves or for any other reason, we may have limited ability to obtain the capital necessary to make acquisitions or sustain our operations at current levels. If additional capital is needed, we may not be able to obtain debt or equity financing on terms acceptable to us, if at all. If cash flow generated by our operations or available borrowings under the RBL Facility are insufficient to meet our capital requirements, the failure to obtain additional financing could result in a curtailment of the development of our properties, which in turn could lead to a decline in our reserves and production and could materially and adversely affect our business, financial condition and results of operations.

Increased costs of capital could adversely affect our business.

Our business could be harmed by factors such as the availability, terms and cost of capital, increases in interest rates or a reduction in our credit rating. Changes in any one or more of these factors could cause our cost of doing business to increase, limit our access to capital, limit our ability to pursue acquisition opportunities, reduce our cash flows available and place us at a competitive disadvantage. Continuing disruptions and volatility in the global financial markets may lead to an increase in interest rates or a contraction in credit availability impacting our ability to finance our activities. A significant reduction in the availability of credit could materially and adversely affect our ability to achieve our business strategy and cash flows.

Our ability to obtain financing on terms acceptable to us may be limited in the future by, among other things, increases in interest rates.

We require continued access to capital and our business and operating results can be harmed by factors such as the availability, terms of and cost of capital, increases in interest rates or a reduction in credit rating. We may use the RBL Facility to finance a portion of our future growth, and these factors could cause our cost of doing business to increase, limit our ability to pursue acquisition opportunities, reduce cash flow used for drilling and place us

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at a competitive disadvantage. Volatility in the global financial markets, significant losses in financial institutions’ U.S. energy loan portfolios, or environmental and social concerns may lead to a contraction in credit availability impacting our ability to finance our operations or our ability to refinance the RBL Facility or other outstanding indebtedness. An increase in interest rates could increase our interest expense and materially and adversely affect our financial condition. A significant reduction in cash flow from operations or the availability of credit could materially and adversely affect our ability to acquire new assets, our cash flow and operating results.

Concurrently with the Closing, the RBL Facility will be fully repaid and terminated in connection with the Business Combination. At such time, we expect to replace the RBL Facility with a new secured reserve-based lending revolving credit facility, the terms of which are not finalized. The applicable risks discussed above also apply to such new secured reserve-based lending revolving credit facility.

We conduct business in a highly competitive industry, making it more difficult for us to acquire properties, market natural gas, secure trained personnel and raise additional capital.

Our ability to acquire additional oil and gas properties and to find and, if applicable, develop reserves in the future will depend on our ability to evaluate and select suitable properties and to consummate transactions in a highly competitive environment for acquiring properties, marketing natural gas and securing trained personnel. Also, there is substantial competition for capital available for investment in the oil and gas industry. Many of our competitors possess and employ greater financial, technical and personnel resources than we do. Those companies may be able to pay more for oil and natural gas properties and to evaluate, bid for and purchase a greater number of properties than our financial or personnel resources permit. Those larger companies may also have a greater ability to continue development activities during periods of low oil prices and to absorb the burden of present and future federal, state, local and other laws and regulations. In addition, other companies may be able to offer better compensation packages to attract and retain qualified personnel than we are able to offer. We may not be able to compete successfully in the future in acquiring natural gas properties, developing reserves, marketing our production, attracting and retaining quality personnel and raising additional capital, any of which could have a material adverse effect on our business.

Our leverage and debt service obligations may adversely affect our financial condition, results of operations and business prospects.

In the future, we and our subsidiaries may incur substantial additional indebtedness (including secured indebtedness and any borrowings under the RBL Facility). The RBL Facility contains or will contain restrictions on the incurrence of additional indebtedness, and these restrictions will be subject to waiver and a number of significant qualifications and exceptions, and indebtedness incurred in compliance with these restrictions could be substantial. Additionally, the RBL Facility permits or will permit us to incur certain amounts of additional indebtedness.

Our level of indebtedness, if any, could affect our operations in several ways, including the following:

•        requiring us to dedicate a substantial portion of our cash flow from operations to service our debt, thereby reducing the cash available to finance our operating and investing activities;

•        limiting management’s discretion in operating our business and our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

•        increasing our vulnerability to downturns and adverse developments in our business and industry;

•        limiting our ability to make certain payments, including paying dividends in respect of our equity;

•        limiting our ability to raise capital on favorable terms;

•        limiting our ability to raise available financing, make investments, lease equipment, sell assets and engage in business combinations;

•        making us vulnerable to increases in interest rates;

•        putting us at a competitive disadvantage relative to our competitors; and

•        limiting our flexibility in planning for and reacting to changes in our business, including possible acquisition opportunities, due to covenants contained in the RBL Facility, including financial covenants.

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Restrictions in our existing and future debt agreements could limit our growth and our ability to engage in certain activities.

The agreements governing (or that will govern) or entered into (or that will be entered into) in connection with the RBL Facility, any future secured reserve-based lending revolving credit facility that we may enter into, and/or the ABS II Notes contain or will contain a number of significant covenants, including restrictive covenants that will, subject to certain qualifications and exceptions, limit our ability (and the ability of certain of our subsidiaries and/or affiliates) to, among other things:

•        make certain payments, including paying dividends in respect of our equity;

•        incur additional indebtedness;

•        make loans to others;

•        make certain acquisitions and investments;

•        merge or consolidate with another entity;

•        hedge future production or interest rates;

•        undertake certain transactions with our affiliates;

•        incur liens;

•        sell assets; and

•        engage in certain other transactions.

In addition, the RBL Facility, the Trail Dust Loan, any future secured reserve-based lending revolving credit facility that we may enter into, and ABS II Notes require or will require us to maintain compliance with certain rolling financial covenants.

The restrictions in the agreements governing (or that will govern) or entered into (or that will be entered into) in connection with the RBL Facility, any future secured reserve-based lending revolving credit facility that we may enter into, and/or the ABS II Notes also impact our ability to obtain capital to withstand a downturn in our business or the economy in general. We may also be prevented from taking advantage of business opportunities that arise because of the limitations that the restrictive covenants under our debt arrangements may impose on us.

A breach of any covenant in the RBL Facility, the Trail Dust Loan, any future secured reserve-based lending revolving credit facility that we may enter into, and the ABS II Notes will result in a default under the applicable agreement and an event of default if there is no grace period or if such default is not cured during any applicable grace period. An event of default, if not waived, could result in acceleration of the indebtedness outstanding under the applicable agreement and, by extension, potentially other debt agreements to which we are a party. Any such accelerated indebtedness would become immediately due and payable, and the secured parties under any such debt arrangement would have the ability to foreclose on any collateral securing such debt. If that occurs, we may not be able to make all of the required payments or borrow sufficient funds to refinance such indebtedness. Even if new financing were available at that time, it may not be on terms that are acceptable to us.

Any significant reduction in the borrowing base under the RBL Facility or any future secured reserve-based lending revolving credit facility may negatively impact our ability to fund our operations and/or limit our growth and our ability to engage in certain activities.

The amount we may borrow under the RBL Facility is capped at the lower of the total of our bank commitments and a “borrowing base” determined from time to time by the lenders based on our oil and gas reserves, market conditions and other factors. The borrowing base is subject to, among other things, a scheduled annual and other elective and non-elective borrowing base redeterminations. Any significant reduction in our borrowing base as a result of borrowing base redeterminations or otherwise may negatively impact our liquidity and our ability to fund our operations. Further, if the outstanding borrowings under the RBL Facility were to exceed the lower of our bank commitments level and the borrowing base as a result of any such redetermination or other reasons, we would be required to repay the

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excess within a brief period. We may not have sufficient funds to make such repayments. If we do not have sufficient funds and we are otherwise unable to negotiate renewals of our borrowings or arrange new financing, we may have to sell significant assets. Any such sale could have a material adverse effect on our business and financial results.

Concurrently with the Closing, the RBL Facility will be fully repaid and terminated in connection with the Business Combination. At such time, the RBL Facility is expected to be replaced with a new secured reserve-based lending revolving credit facility, the terms of which are expected to provide that the borrowing base will be subject to scheduled semiannual and other elective and non-elective borrowing base redeterminations. The risks discussed above with respect to the RBL Facility are likely to continue to apply to such new secured reserve-based lending revolving credit facility.

The failure of our hedge counterparties to meet their obligations may adversely affect our financial results.

Our hedging transactions expose us to the risk that a counterparty fails to perform under a derivative contract. Any default by a counterparty to these derivative contracts when they become due could have a material adverse effect on our financial condition and results of operations.

Our ability to collect payments from the sale of oil and natural gas to our customers depends on the payment ability of our customer base, which includes several significant customers. If any one or more of our significant customers fail to pay us for any reason, we could experience a material loss. In addition, if any of our significant customers cease to purchase our oil and natural gas or reduce the volume of the oil and natural gas that they purchase from us, the loss or reduction could have a detrimental effect on our revenues and may cause a temporary interruption in sales of, or a lower price for, our oil and natural gas.

We also face credit risk through joint interest receivables. Joint interest receivables arise from billing entities who own partial working interests in the wells we operate. Though we often have the ability to withhold future revenue disbursements to recover non-payment of joint interest billings, the inability or failure of working interest holders to meet their obligations to us or their insolvency or liquidation may adversely affect our financial results.

The securitizations of our limited purpose, bankruptcy remote, wholly owned subsidiaries may expose us to financing and other risks, and there can be no assurance that we will be able to access the securitization market in the future, which may require us to seek more costly financing.

We have securitized, and we expect that we will in the future securitize, certain wellbores and their related leasehold rights and hydrocarbon production to generate cash. In such transactions, we convey such wellbores to a special purpose vehicle that, in turn, issues certain securities. The securities issued by the special purpose vehicle are collateralized by such wellbores. In exchange for the transfer of such wellbores to the special purpose vehicle, we receive the cash proceeds from the sale of the securities.

There can be no assurance that we will be able to complete additional securitizations in the future, particularly if the securitization markets become constrained. In addition, the value of any securities that we may retain in our securitizations, including securities retained to comply with applicable risk retention rules, might be reduced or, in some cases, eliminated as a result of an adverse change in economic conditions, the financial markets or credit performance. If it is not possible or economical for us to securitize our receivables in the future, we would need to seek alternative financing to support our operations and to meet our existing debt obligations, which may be less efficient and more expensive than raising capital via securitizations and may have a material adverse effect on our results of operations, financial condition, and liquidity.

Extreme weather conditions could adversely affect our ability to conduct operations in some of the areas where our properties are located.

The majority of the scientific community has concluded that climate change may result in more frequent and/or more extreme weather events, changes in temperature and precipitation patterns, changes to ground and surface water availability, and other related phenomena, which could affect some, or all, of our operations. If any such effects were to occur, they could adversely affect or delay demand for oil or natural gas products or cause us to incur significant costs in preparing for or responding to the effects of climatic events themselves, which may not be fully insured. For example, our development, optimization and exploitation activities and equipment could be adversely affected by extreme weather conditions, such as hurricanes, thunderstorms, tornadoes and snow or ice storms, or other climate-related events such as wildfires and floods, in each case which may cause a loss of operational efficiency or

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production from temporary cessation of activity or lost or damaged facilities and equipment. Further, these types of interruptions could result in a decrease in the volumes supplied to our gathering systems, and delays and shutdowns caused by severe weather may have a material negative impact on the continuous operations of our gathering and processing facilities, including interruptions in service. These types of interruptions could negatively impact our ability to meet our contractual obligations to our third-party customers and thereby give rise to certain termination rights or other liabilities under our contracts. Such extreme weather conditions and events could also impact other areas of our operations, including the costs of insurance, access to our drilling and production facilities for routine operations, maintenance and repairs and the availability of, and our access to, necessary resources, such as water, and third-party services, such as gathering, processing, compression and transportation services. These constraints and the resulting shortages or high costs could delay or temporarily halt our operations and materially increase our operation and capital costs, which could have a material adverse effect on our business, financial condition and results of operations. Given that our operations are concentrated exclusively in the Anadarko Basin, a number of our properties could experience any of the same weather conditions at the same time, resulting in a relatively greater impact on our results of operations than they might have on other companies that have a more geographically diversified portfolio of properties. Our ability to mitigate the adverse physical impacts of climate change depends in part upon our disaster preparedness and response and business continuity planning.

Our estimated reserves are based on many assumptions that may prove to be inaccurate. Any material inaccuracies in these reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves.

It is not possible to measure underground accumulation of crude oil, natural gas or NGLs in an exact way. Crude oil, natural gas and NGL reserve engineering is not an exact science and requires subjective estimates of underground accumulations of crude oil, natural gas and NGLs and assumptions concerning future crude oil, natural gas and NGL prices, production levels, ultimate recoveries and operating and development costs. As a result, estimated quantities of proved reserves, projections of future production rates and the timing of development expenditures may turn out to be incorrect. Estimates of our proved reserves and related valuations as of December 31, 2024 were prepared by CG&A. CG&A conducted a detailed review of all of our properties for the period covered by its reserve report using information provided by us. Over time, we may make material changes to reserve estimates taking into account the results of actual testing, production and changes in prices. In addition, certain assumptions regarding future crude oil, natural gas and NGL prices, production levels and operating and development costs may prove incorrect. A portion of our reserve estimates are made without the benefit of a lengthy production history, which are less reliable than estimates based on a lengthy production history. Any significant variance from these assumptions to actual figures could greatly affect our estimates of reserves and future cash generated from operations. Numerous changes over time to the assumptions on which our reserve estimates are based, as described above, often result in the actual quantities of crude oil, natural gas and NGLs that are ultimately recovered being different from our reserve estimates.

Our acquisition and divestiture strategy will subject us to certain risks associated with the inherent uncertainty in evaluating properties for which we have limited information.

We may be unable to make accretive acquisitions or may make opportunistic dispositions. Any such acquisitions, if not integrated or conducted successfully, or such dispositions, if not conducted successfully, may disrupt our business and hinder our growth potential. Our ability to grow and to pay, maintain or increase dividends to our shareholders depends in part on our ability to make acquisitions that result in positive cash flow and/or an increase in cash flow. There is intense competition for acquisition opportunities in our industry and we may not be able to identify attractive acquisition opportunities. In the future we may make acquisitions of assets or businesses that complement or expand our current business. However, there is no guarantee we will be able to identify attractive acquisition opportunities. In the event we are able to identify attractive acquisition opportunities, we may not be able to complete the acquisition or do so on commercially acceptable terms. Competition for acquisitions may also increase the cost of, or cause us to refrain from, completing acquisitions. In addition, from time to time, we may consider opportunistic dispositions, including dispositions of non-operating properties, having the potential to further limit future production.

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Certain of our wells are currently shut-in, and in the future, we may continue to shut-in some or all of our producing wells depending on market conditions, storage or transportation constraints and contractual obligations. Any prolonged shut-in of our wells could result in the expiration, in whole or in part, of any related leases, which could adversely affect our reserves, business, financial condition and results of operations.

Some of our wells are currently shut-in, and thus are not currently producing, and the associated leases have limitations on the length of time they will remain valid. These wells are shut-in from time to time for maintenance, workovers, upgrades and other matters outside of our control, including repairs, adverse weather (including hurricanes, flooding and tropical storms), inability to dispose of produced water or other regulatory and market conditions. If our leases expire and we are unable to renew the leases, or our wells are otherwise shut-in due to factors outside of our control, it could adversely affect our reserves, business, financial condition and results of operations.

We may face unanticipated increased or incremental costs in connection with decommissioning obligations such as plugging.

In the future, we may become responsible for costs associated with abandoning and reclaiming wells. We will incur such decommissioning costs at the end of the operating life of some of our properties. The ultimate decommissioning costs are uncertain and cost estimates can vary in response to many factors including changes to relevant legal requirements, the emergence of new restoration techniques, the shortage of plugging vendors, difficult terrain or weather conditions or experience at other production sites. The expected timing and amount of expenditure can also change, for example, in response to changes in reserves, wells losing commercial viability sooner than forecasted or changes in laws and regulations or their interpretation. As a result, there could be significant adjustments to the provisions established which would affect future financial results. The use of other funds to satisfy such decommissioning costs may impair our ability to focus capital investment in other areas of our business, which could materially and adversely affect our business, results of operations, financial condition, cash flows or prospects.

New technologies may cause our current operating methods to become obsolete, and we may not be able to keep pace with technological developments in the oil and gas industry.

The oil and natural gas industry is subject to rapid and significant advancements in technology, including the introduction of new products and services using new technologies. As competitors use or develop new technologies, we may be placed at a competitive disadvantage, and competitive pressures may force us to implement new technologies at a substantial cost. In addition, competitors may have greater financial, technical and personnel resources that allow them to enjoy technological advantages, and that may in the future, allow them to implement new technologies before we can. We cannot be certain that we will be able to implement technologies on a timely basis or at a cost that is acceptable to us. If we are unable to maintain technological advancements consistent with industry standards, our business, results of operations and financial condition may be materially adversely affected.

Conservation measures, technological advances and/or a negative shift in market perception towards the oil and gas industry could reduce the demand for oil, NGLs and natural gas.

Fuel and energy conservation measures, alternative fuel requirements, increasing consumer demand for alternatives to oil and natural gas, technological advances in fuel economy and energy generation devices, and the increased competitiveness of alternative energy sources could reduce demand for oil and natural gas. Additionally, the increased competitiveness of alternative energy sources (such as electric vehicles, wind, solar, geothermal, tidal, fuel cells and biofuels) could reduce demand for oil and natural gas and, therefore, our revenues.

Additionally, certain segments of the investor community have recently expressed negative sentiment towards investing in the oil and natural gas industry. Some investors, including certain pension funds, university endowments and family foundations, have stated policies to reduce or eliminate their investments in the oil and natural gas sector based on social and environmental considerations. Furthermore, certain other stakeholders have pressured commercial and investment banks to stop funding oil and gas exploration and production and related infrastructure projects. With the continued volatility in oil and natural gas prices, and the possibility that interest rates will rise in the future, increasing the cost of borrowing, certain investors have emphasized capital efficiency and free cash flow from earnings as key drivers for energy companies, especially shale producers. This may also result in a reduction of available capital funding for potential development projects, further impacting our future financial results.

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The impact of the changing demand for oil and natural gas services and products, together with a change in investor sentiment, may have a material adverse effect on our business, financial condition, results of operations and cash flows.

Currently, our producing properties are concentrated in the Anadarko Basin, making us vulnerable to risks associated with operating in a limited number of geographic areas.

As a result of our geographic concentration, adverse industry developments in our operating area could have a greater impact on our financial condition and results of operations than if we were more geographically diverse. We may also be disproportionately exposed to the impact of regional supply and demand factors, governmental regulations or midstream capacity constraints. Delays or interruptions caused by such adverse developments could have a material adverse effect on our financial condition and results of operations.

Similarly, the concentration of our assets within a small number of producing formations exposes us to risks, such as changes in field wide rules, which could adversely affect development activities or production relating to those formations. In addition, in areas where exploration and production activities are increasing, as may be the case in our operating areas, we are subject to increasing competition for workover rigs, tubulars and other well equipment, services, supplies as well as increased labor costs and a decrease in qualified personnel, which may lead to periodic shortages or delays. The curtailments arising from these and similar circumstances may last from a few days to several months or even longer, and, in many cases, we may be provided only limited, if any, notice as to when these circumstances will arise and their duration.

Oil and natural gas producers’ operations are substantially dependent on the availability of water and the disposal of waste, including water and drilling fluids. Restrictions on the ability to obtain water or dispose of waste may impact our operations.

Water is an essential component of oil and natural gas production during the drilling and production process. Our inability to locate sufficient amounts of water, or dispose of or recycle produced water could adversely impact our operations. Moreover, the imposition of new environmental initiatives and regulations could include restrictions on our ability to dispose of waste, including, but not limited to, produced water, drilling fluids and other wastes associated with the exploration, development or production of oil and natural gas. The Clean Water Act (the “CWA”) and similar state regulations impose restrictions and strict controls regarding the discharge of produced waters and other natural gas and oil waste into federal and state waters. Permits must be obtained to discharge pollutants into such waters and to conduct construction activities in such waters, which include certain wetlands. The CWA and similar state laws provide for civil, criminal and administrative penalties for any unauthorized discharges of pollutants and unauthorized discharges of reportable quantities of oil and other hazardous substances. State and federal discharge regulations prohibit the discharge of produced water and sand, drilling fluids, drill cuttings and certain other substances related to the natural gas and oil industry into coastal waters. Compliance with current and future environmental regulations, permit requirements and judicial and agency opinions or orders governing the withdrawal, storage and use of surface water or groundwater necessary for the disposal and recycling of produced water, drilling fluids and other wastes may increase our operating costs and cause delays, interruptions or termination of our operations, the extent of which cannot be predicted. In addition, in some instances, the operation of underground injection wells for the disposal of waste has been alleged to cause earthquakes. In some jurisdictions, such issues have led to orders prohibiting continued injection or the suspension of drilling in certain wells identified as possible sources of seismic activity or resulted in stricter regulatory requirements relating to the location and operation of underground injection wells. Any orders or regulations addressing concerns about seismic activity from well injection in jurisdictions where we operate could affect our operations.

We have historically relied on third-party “farm-ins” and similar arrangements for the development of our undeveloped reserves. The development of our undeveloped reserves may take longer and may require higher levels of capital expenditures than we or such third-parties currently anticipate. Therefore, our undeveloped reserves may not be ultimately developed or produced.

As of December 31, 2024, approximately 0.13% of our total estimated proved reserves were classified as PUDs using SEC Pricing. Development of these undeveloped reserves may take longer and require higher levels of capital expenditures than we currently anticipate. Our ability to fund these expenditures is subject to a number of risks. Delays in the development of our PUDs, increases in costs to drill and develop such reserves or decreases in commodity prices will reduce the PV-10 value of our estimated PUDs and future net cash flows estimated for such reserves and may result in some

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projects becoming uneconomic. In addition, delays in the development of reserves could cause us to have to reclassify some of our PUDs as unproved reserves. Furthermore, there is no certainty that we will be able to convert our undeveloped reserves to developed reserves or that our PUDs will be economically viable or technically feasible to produce.

Further, SEC rules require that, subject to limited exceptions, PUDs may only be booked if they relate to wells scheduled to be drilled within five years after the date of booking. This requirement has limited and may continue to limit our ability to book additional PUDs. As a result, we may be required to reclassify certain of our PUDs if we do not drill those wells within the required five-year timeframe.

The present value of future net cash flows from our proved reserves is not necessarily the same as the current market value of our estimated proved reserves.

Furthermore, the present value of future net cash flows from our proved reserves, or standardized measure, is not necessarily the same as the current market value of our estimated reserves. In accordance with rules established by the SEC and the Financial Accounting Standards Board (the “FASB”), we base the estimated discounted future net cash flows from our proved reserves on the twelve-month average oil and natural gas index prices, calculated as the unweighted arithmetic average for the first-day-of-the-month price for each month, and costs in effect on the date of the estimate, holding the prices and costs constant throughout the life of the properties. Actual future prices and costs may differ materially from those used in the present value estimate, and future net present value estimates using then current prices and costs may be significantly less than the current estimate. In addition, the 10% discount factor we use when calculating discounted future net cash flows may not be the most appropriate discount factor based on interest rates in effect from time to time and risks associated with us or the oil and natural gas industry in general.

We may incur losses as a result of title or environmental defects in the properties in which we invest.

The existence of a material title or environmental deficiency can render a lease worthless and adversely affect our results of operations and financial condition. While we typically obtain title opinions, the failure of a title may not be discovered until after a lease is invested in, in which case we may lose the lease.

Our undeveloped leasehold acreage is subject to leases that will expire unless production is maintained or subsequent operations are commenced on units containing the acreage or the leases are extended.

The terms of our oil and gas leases often stipulate that the lease will terminate if not held by production, rentals, or otherwise some form of an extension payment to extend the term of the lease. For our non-producing oil and gas leases, if production in paying quantities is not established on units containing leases during an applicable year, then those leases will expire. While some expiring leases may contain predetermined extension payments, other expiring leases will require us to negotiate new leases at the time of lease expiration. Further, existing leases which are currently held by production may unexpectedly encounter operational, political, regulatory, or litigation challenges which could result in their termination. It is possible that market conditions at the time of negotiation could require us to agree to new leases on less favorable terms to us than the terms of the expired leases or cause us to lose the leases entirely. If our leases expire, we will lose our right to develop the related properties.

We may not be able to successfully integrate future acquisitions or realize all of the anticipated benefits from our future acquisitions, and our future results will suffer if we do not effectively manage our expanded operations.

The success of completed acquisitions will depend on our ability to effectively integrate the acquired businesses into our existing operations. The process of integrating acquired businesses may involve unforeseen difficulties and may require a disproportionate amount of our managerial and financial resources. In addition, possible future acquisitions may be larger and for purchase prices significantly higher than those paid for earlier acquisitions. No assurance can be given that we will be able to identify additional suitable acquisition opportunities, negotiate acceptable terms, obtain financing for acquisitions on acceptable terms or successfully acquire identified targets. Our failure to achieve consolidation savings, to integrate the acquired businesses and assets into our existing operations successfully or to minimize any unforeseen operational difficulties could have a material adverse effect on our financial condition and results of operations.

In addition, the RBL Facility, any future secured reserve-based lending revolving credit facility that we may enter into, and/or the ABS II Notes imposes or will impose certain limitations on our ability to enter into mergers or combination transactions and to incur certain indebtedness and to make certain investments, which could directly or indirectly limit our ability to acquire assets and businesses.

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Our business depends on third-party transportation and processing facilities and other assets that are owned by third-parties.

The marketability of our oil and natural gas depends in part on the availability, proximity and capacity of pipeline systems, processing facilities, oil trucking fleets and other transportation assets owned by third parties. The lack of available capacity on these systems and facilities, whether as a result of proration, growth in demand outpacing growth in capacity, physical damage, adverse weather events or natural disasters, equipment malfunctions or failures, scheduled or unscheduled maintenance, legal or other reasons, could result in a substantial increase in costs, declines in realized commodity prices, the shut-in of producing wells, or the delay or discontinuance of development plans for the properties. In many cases, operators are provided only with limited, if any, notice as to when these circumstances will arise and their expected duration. In addition, our wells may be located in areas that are serviced to a limited extent, if at all, by gathering and transportation pipelines, which may or may not have sufficient capacity to transport production from all of the wells in the area. As a result, we may rely on third-party oil trucking to transport a significant portion of our production to third-party transportation pipelines and other market access points.

In addition, the third parties on whom operators rely for transportation services are subject to complex federal, state, tribal, and local laws that could adversely affect the cost, manner, or feasibility of conducting business on the properties. Further, concerns about the safety and security of oil and gas transportation by pipeline may result in public opposition to pipeline development and increased regulation of pipelines by the Pipeline and Hazardous Materials Safety Administration, and therefore less capacity to transport our products by pipeline. Any significant curtailment in gathering system or transportation, processing, or refining-facility capacity could reduce our operating partners’ ability to market oil production and have an adverse effect on us. Operators’ access to transportation options and the prices they receive can also be affected by federal and state regulation — including regulation of oil production, transportation, and pipeline safety — as well as by general economic conditions and changes in supply and demand.

The loss of a key member of our management team, upon whose knowledge, relationships with industry participants, leadership and technical expertise the business relies, could diminish our ability to conduct operations and comply with certain covenants in our debt instruments and harm our ability to execute our business plan.

We depend on the services of our senior management and technical personnel. We do not maintain, nor do we plan to obtain, any insurance against the loss of any of these individuals. The loss of the services of our senior management or technical personnel could have a material adverse effect on our business, financial condition and results of operations.

Additionally, the series supplements governing our ABS II Notes require, as a condition for any acquisitions of additional assets, certain members of our senior management to remain substantially involved in our management or governance.

While we have not historically engaged in significant drilling activities, the unavailability or high cost of drilling rigs, frac crews, equipment, supplies, personnel and oilfield services could adversely affect our or third-party operators’ ability to execute our development plans within current budgets or on a timely basis.

The demand for drilling rigs, frac crews, pipe and other equipment and supplies, including sand and other proppant used in hydraulic fracturing operations and acid used for acid stimulation, as well as for qualified and experienced field personnel, geologists, geophysicists, engineers and other professionals in the oil and natural gas industry, can fluctuate significantly, often in correlation with commodity prices or drilling activity in our areas of operation and in other shale basins in the United States, causing periodic shortages of supplies and needed personnel and rapid increases in costs. Increased drilling activity could materially increase the demand for and prices of these goods and services, and we could encounter rising costs and delays in or an inability to secure the personnel, equipment, power, services, resources and facilities access necessary for us to conduct our drilling and development activities, which could result in production volumes being below our forecasted volumes. In addition, any such negative effect on production volumes, or significant increases in costs could have a material adverse effect on our cash flow and profitability.

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We have not historically engaged in significant drilling activities. Drilling for and producing oil, natural gas and NGLs are high risk activities with many uncertainties that could adversely affect our business, financial condition or results of operations if we decide to engage in drilling operations in the future.

Our future financial condition and results of operations may depend on the success of our development, production and acquisition activities, which are subject to numerous risks beyond our control. For example, we cannot assure you that wells we drill will be productive or that we will recover all or any portion of our investment in such wells. Drilling for oil, natural gas and NGLs often involves unprofitable efforts from wells that do not produce sufficient oil, natural gas and NGLs to return a profit at then-realized prices after deducting drilling, operating and other costs. In addition, our cost of drilling, completing and operating wells is often uncertain.

Our decisions to develop or purchase prospects or properties will depend, in part, on the evaluation of data obtained through geophysical and geological analyses, production data and engineering studies, which are often inconclusive or subject to varying interpretations. For a discussion of the uncertainty involved in these processes, see “— Our estimated reserves are based on many assumptions that may prove to be inaccurate. Any material inaccuracies in these reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves.”

Further, many factors may increase the cost of, curtail, delay or cancel any of our future drilling projects, including:

•        declines in oil, natural gas and NGL prices;

•        increases in the cost of, and shortages or delays in the availability of, proppant, acid, equipment, services and qualified personnel or in obtaining water for hydraulic fracturing activities;

•        equipment failures, accidents or other unexpected operational events;

•        capacity or pressure limitations on gathering systems, processing and treating facilities or other related midstream infrastructure;

•        any future lack of available capacity on interconnecting transmission pipelines;

•        delays imposed by, or resulting from, compliance with regulatory requirements, including limitations on freshwater sourcing, wastewater disposal, emissions of GHGs and hydraulic fracturing;

•        pressure or irregularities in geological formations;

•        limited availability of financing on acceptable terms;

•        non-compliance with or liability arising under environmental laws and regulations;

•        environmental hazards, such as natural gas leaks, oil spills, pipeline and tank ruptures and unauthorized discharges of brine, well stimulation and completion fluids, toxic gases or other pollutants into the air, surface and subsurface environment;

•        compliance with contractual requirements;

•        competition for surface locations from other operators that may own rights to drill at certain depths across portions of our leasehold;

•        lack of available gathering facilities or delays in construction of gathering facilities;

•        adverse weather conditions, such as hurricanes, lightning storms, flooding, tornadoes, snow or ice storms and changes in weather patterns;

•        the availability and timely issuance of required governmental permits and licenses;

•        title issues or legal disputes regarding leasehold rights; and

•        other market limitations in our industry.

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Legislation or regulatory initiatives intended to address the disposal of saltwater gathered from our drilling activities could limit our ability to produce oil and natural gas economically and have a material adverse effect on our business.

We dispose of large volumes of saltwater gathered from our drilling and production operations by injecting the water into wells pursuant to permits issued to us by governmental authorities overseeing such disposal activities. While these permits are issued pursuant to existing laws and regulations, these legal requirements are subject to change, which could result in the imposition of more stringent operating constraints or new monitoring and reporting requirements, owing to, among other things, concerns of the public or governmental authorities regarding such gathering or disposal activities. The adoption and implementation of any new laws or regulations that restrict our ability to dispose of saltwater gathered from our drilling and production activities by limiting volumes, disposal rates, disposal well locations or otherwise, or requiring us to shut down disposal wells, could have a material adverse effect on our business, financial condition and results of operations.

Oil and gas exploration and production companies are frequently subject to litigation claims from landowners, royalty owners and other interested parties, particularly during periods of declining commodity prices.

Title to oil and gas properties is often unclear and subject to claims by third parties. Additionally, oil and gas companies are frequently subject to claims with respect to underpayment of royalties, environmental hazards and contested ownership of properties, especially during periods of declining commodity prices and therefore revenue and royalty payments. The oil and gas exploration and production business is especially susceptible to increased cost of capital, hedging losses and declining revenues which can result in defaults on third party obligations. These risks and others can result in the incurrence of significant attorney’s fees and other expenses incurred in the prosecution or defense of litigation.

An increase in the differential between the benchmark prices of oil and natural gas and the wellhead price we expect to receive for our future production could significantly reduce our cash flow and adversely affect our financial condition.

The prices that we will receive for our oil and natural gas production sometimes may reflect a discount to the relevant benchmark prices, such as the New York Mercantile Exchange (“NYMEX”), that are used for calculating hedge positions. The difference between the benchmark price and the prices we receive is called a basis differential. Increases in the basis differential between the benchmark prices for oil and natural gas and the wellhead price we receive will adversely affect our business, financial condition and results of operations.

Events outside of our control, including widespread public health crises, epidemics and outbreaks of infectious diseases, or the threat thereof, and any related threats of recession and other economic repercussions could have a material adverse effect on our business, liquidity, financial condition, results of operations, cash flows and ability to pay dividends to our shareholders.

Widespread public health crises, epidemics, and outbreaks of infectious diseases, which can give rise to a threat of recession and related economic repercussions can create significant volatility, uncertainty and turmoil in the global economy and oil and gas industry. These variables are beyond our control and may have the effect of disrupting the normal operations of many businesses, including the temporary closure or scale-back of business operations and/or the imposition of either quarantine or remote work or meeting requirements for employees, either by government order or on a voluntary basis. Widespread public health crises, epidemics and outbreaks of infectious diseases spreading throughout the U.S. and globally could result in significant disruptions to our operations. The global economy, our markets and our business have been, and may continue to be, materially and adversely affected by widespread public health crises, epidemics and outbreaks of infectious diseases, which could significantly disrupt our business and operational plans and adversely affect our liquidity, financial condition, results of operations, cash flows and ability to pay dividends on our common stock.

We are not insured against all of the operating risks to which our business is exposed.

We maintain insurance against some, but not all, operating risks and losses. Losses and liabilities arising from uninsured and underinsured events could materially and adversely affect our business, financial condition or results of operations.

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Our operations are subject to all of the risks associated with producing oil, natural gas and NGLs and operating gathering and processing facilities including the possibility of:

•        environmental hazards, such as releases of pollutants into the environment, including groundwater, surface water, soil and air contamination;

•        abnormally pressured formations;

•        mechanical difficulties, such as stuck oilfield drilling and service tools and casing collapse;

•        ruptures, fires and explosions;

•        damage to pipelines, processing plants, compression assets, water infrastructure, and related equipment and surrounding properties caused by tornadoes, floods, freezes, fires and other natural disasters;

•        inadvertent damage from construction, vehicles, farm and utility equipment;

•        personal injuries and death;

•        natural disasters; and

•        terrorist attacks targeting oil and natural gas related facilities and infrastructure.

Any of these events could adversely affect our ability to conduct operations or result in substantial loss to us as a result of claims by government agencies or third parties for:

•        injury or loss of life;

•        damage to and destruction of property, natural resources and equipment;

•        pollution and other environmental damage;

•        regulatory investigations and penalties; and

•        repair and remediation costs.

These events may also result in curtailment or suspension of our gathering and processing facilities. A natural disaster or any event such as those described above affecting the areas in which we and our third-party operators operate could have a material adverse effect on our operations. Accidents or other operating risks could further result in loss of service available to us and our third-party operators. Such circumstances, including those arising from maintenance and repair activities, could result in service interruptions on portions or all of our gathering facilities.

We may elect not to obtain insurance for certain of these risks if we believe that the cost of available insurance is excessive relative to the risks presented. In addition, in some instances, certain insurance could become unavailable or available only for reduced amounts of coverage, including for pollution and other environmental risks. The occurrence of an event that is not fully covered by insurance could have a material adverse effect on our business, financial condition and results of operations.

A variety of stringent federal, tribal, state, and local laws and regulations, and judicial and agency opinions and orders govern the environmental aspects of the oil and gas business, and noncompliance with these laws and regulations could subject us to material administrative, civil or criminal penalties, injunctive relief or other liabilities.

A variety of stringent federal, tribal, state, and local laws and regulations, and judicial and agency opinions and orders govern the environmental aspects of the oil and gas business. Any noncompliance with these laws, regulations, opinion and orders could subject us to material administrative, civil or criminal penalties, injunctive relief, or other liabilities.

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Additionally, compliance with these laws, regulations, opinions and orders may, from time to time, result in increased costs of operations, delay in operations, or decreased production, and may affect acquisition costs. Examples of laws and regulations that govern the environmental aspects of the oil and gas business include the following:

•        the Clean Air Act (“CAA”), which restricts the emission of air pollutants from many sources, imposes various pre-construction, operating, permitting monitoring, control, record-keeping, and reporting requirements and has historically been relied upon by the U.S. Environmental Protection Agency (“EPA”) as an authority for adopting climate change regulatory initiatives, including relating to GHG emissions;

•        the CWA, which regulates discharges of pollutants and dredge and fill material to state and federal waters and establishes the extent to which waterways are subject to federal jurisdiction as protected waters of the United States;

•        the Oil Pollution Act (“OPA”), which requires oil spill prevention, control, and countermeasure planning and imposes liabilities for removal costs and damages arising from an oil spill into waters of the United States;

•        the Safe Drinking Water Act (“SDWA”), which protects the quality of the nation’s public drinking water sources through adoption of drinking water standards and control over the subsurface injection of fluids into below-ground formations;

•        the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), which imposes liability without regard to fault on certain categories of potentially responsible parties including generators, transporters and arrangers of hazardous substances at sites where hazardous substance releases have occurred or are threatening to occur, as well as on present and certain past owners and operators of sites where hazardous substance releases have occurred or are threatening to occur;

•        the Resource Conservation and Recovery Act (“RCRA”), which imposes requirements for the generation, treatment, storage, transport, disposal and cleanup of non-hazardous and hazardous wastes;

•        the Endangered Species Act (“ESA”), which restricts activities that may affect federally identified endangered and threatened species or their habitats through the implementation of operating limitations or restrictions or a temporary, seasonal or permanent ban on operations in affected areas. Similar protections are afforded to migratory birds under the Migratory Bird Treaty Act (“MBTA”) and bald and golden eagles under the Bald and Golden Eagle Protection Act (“BGEPA”);

•        the National Environmental Policy Act (“NEPA”), which establishes a national environmental policy and goals for the protection, maintenance and enhancement of the environment, and mandates that major projects requiring federal permits or involving federal funding that have the potential to significantly impact the environment require review under NEPA;

•        the Emergency Planning and Community Right-to-Know Act (“EPCRA”), which requires certain facilities to report toxic chemical uses, inventories, and releases and to disseminate such information to local emergency planning committees and response departments; and

•        the Occupational Safety and Health Act (“OSHA”) and comparable state statutes, which impose regulations related to the protection of worker health and safety, including requiring employers to implement a hazard communication program and disseminate hazard information to employees.

These U.S. laws and their implementing regulations, as well as state counterparts, generally restrict or otherwise regulate the management of hazardous substances and wastes, the level of pollutants emitted to ambient air, discharges to surface water, and disposals or other releases to surface and below-ground soils and groundwater, including through permitting requirements, monitoring and reporting requirements, limitations or prohibitions of operations on certain protected areas, requirements to install certain emissions monitoring or control equipment, spill planning and preparedness requirements, and the application of specific worker health and safety criteria (see “Business — Climate Change” for further discussion). Failure to comply with applicable environmental laws and regulations by us or third-party operators or contractors could trigger a variety of administrative, civil and criminal enforcement measures, including the assessment of monetary penalties, the imposition of remedial requirements or other corrective measures, and the issuance of orders enjoining existing or future operations. In addition, we or our operating partners may be strictly liable under state or federal laws for environmental damages caused by the previous owners or operators of properties they purchase, without regard to fault. Environmental laws and regulations change frequently and tend to become more stringent over time, and the implementation of new, or the modification of existing, laws or regulations could adversely affect our business.

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Specific climate legislation and regulation regarding emissions of carbon dioxide, methane and other greenhouse gases have been, and in the future, may further develop or be enacted, which could adversely affect the oil and gas industry and demand for the oil, NGLs and gas produced from the properties.

The energy industry is affected from time to time in varying degrees by political developments and a wide range of federal, tribal, state and local statutes, rules, orders and regulations that may, in turn, affect the operations and costs of the companies engaged in the energy industry. In response to findings that emissions of carbon dioxide, methane, and other GHGs present an endangerment to public health and the environment (“GHG Endangerment Finding”), the EPA has adopted regulations under existing provisions of the CAA that, among other things, require preconstruction and operating permits for GHG emissions from certain large stationary sources that already emit conventional pollutants above a certain threshold. On August 1, 2025, the EPA published a proposed rule to rescind the GHG Endangerment Finding, creating uncertainty as to EPA’s future regulation of GHG emissions.

In December 2023, the EPA finalized more stringent methane rules for new, modified, and reconstructed facilities, known as OOOOb, as well as standards for existing sources for the first time ever, known as OOOOc. Under the final rules, states have two years to prepare and submit their plans to impose methane emission controls on existing sources. The presumptive standards established under the final rule are generally the same for both new and existing sources and include enhanced leak detection survey requirements using optical gas imaging and other advanced monitoring to encourage the deployment of innovative technologies to detect and reduce methane emissions, reduction of emissions by 95% through capture and control systems, zero-emission requirements for certain devices, and the establishment of a “super emitter” response program that would allow third parties to make reports to EPA of large methane emission events, triggering certain investigation and repair requirements. Fines and penalties for violations of these rules can be substantial. The rules have been subject to legal challenge, and in February 2025, the D.C. Circuit granted the EPA’s motion to hold the cases in abeyance while the agency reviews the final rules. In March 2025, the EPA announced reconsideration of the rules and, on July 28, 2025, the EPA issued an interim final rule to extend several compliance deadlines in OOOOb and OOOOc while the reconsideration is pending. In addition, in November 2024, the EPA finalized regulations to implement the Inflation Reduction Act’s Waste Emissions Charge (WEC), a per-ton fee on methane emissions above a specified threshold which became effective in January 2025. In February 2025, Congress utilized the Congressional Review Act to rescind the EPA’s rule implementing the WEC. The One Big Beautiful Bill Act, enacted July 4, 2025, postponed EPA’s imposition of the WEC to calendar year 2034. While the Trump Administration may take additional action to repeal or modify the methane rules, we cannot predict the substance or timing of such changes, if any. However, the requirements of the EPA’s final methane rules have the potential to increase the operating costs of our operators and thus may adversely affect our financial results and cash flows. Moreover, failure to comply with these CAA requirements can result in the imposition of substantial fines and penalties as well as costly injunctive relief. These rules could further increase the cost of development and operation of the properties.

In the absence of comprehensive federal climate legislation, a number of state and regional efforts have emerged that are aimed at tracking or reducing GHG emissions by means of cap-and-trade programs. These programs typically require major sources of GHG emissions to acquire and surrender emission allowances in return for emitting those GHGs.

Although it is not possible at this time to predict how legislation or new regulations that may be adopted to address GHG emissions would impact us, any future laws and regulations imposing reporting obligations on, or limiting emissions of GHGs from, operators’ equipment and operations could require them to incur costs to reduce emissions of GHGs associated with their operations. In addition, substantial limitations on GHG emissions could adversely affect demand for the oil and gas produced from the properties.

Federal, state and local legislative or regulatory initiatives relating to hydraulic fracturing as well as governmental reviews of such activities, could restrict our operations, which could limit our ability to produce oil, NGLs and natural gas economically and have a material adverse effect on our business.

Hydraulic fracturing is a common practice used to stimulate production of oil and/or natural gas from dense subsurface rock formations and is important to our business. The hydraulic fracturing process involves the injection of water, proppants and chemicals under pressure into targeted subsurface formations to fracture the surrounding rock and stimulate production. We and our third-party operators use hydraulic fracturing as part of our operations.

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Recently, there has been increased public concern regarding an alleged potential for hydraulic fracturing to adversely affect drinking water supplies or trigger seismic activity. Proposals have been made from time to time to enact separate federal, state and local legislation that would increase the regulatory burden imposed on hydraulic fracturing.

Presently, hydraulic fracturing is regulated primarily at the state level, typically by state oil and natural gas commissions and similar agencies. Local governments may seek to adopt ordinances within their jurisdictions regulating the time, place and manner of drilling activities in general or hydraulic fracturing activities in particular or prohibiting the performance of well drilling in general or hydraulic fracturing in particular. If new or more stringent federal, state or local legal restrictions relating to the hydraulic fracturing process are adopted in areas where we operate, we could incur potentially significant added costs to comply with such requirements, experience delays or curtailment in the pursuit of development activities, and perhaps even be precluded from drilling wells.

In addition, the EPA has asserted federal regulatory authority pursuant to the SDWA over certain hydraulic fracturing activities involving the use of diesel fuels and published permitting guidance in February 2014 addressing the performance of such activities. The EPA also finalized rules under the CWA in June 2016 that prohibit the discharge of wastewater from hydraulic fracturing and certain other natural gas operations to publicly owned wastewater treatment plants. Additionally, in December 2016, the EPA released its final report on the potential impacts of hydraulic fracturing on drinking water resources. The final report concluded that certain activities associated with hydraulic fracturing may impact drinking water resources under some circumstances. However, in January 2025, President Trump issued executive orders directing the heads of all federal agencies to identify and begin the processes to suspend, revise, or rescind all agency actions that are unduly burdensome on the identification, development, or use of domestic energy resources. As a result, any future revisions to the SDWA and CWA are uncertain at this time.

In March 2016, the U.S. Occupational Safety and Health Administration issued a final rule to impose stricter standards for worker exposure to silica, which went into effect in June 2018 and applies to use of sand as a proppant for hydraulic fracturing. The U.S. Department of the Interior’s Bureau of Land Management (“BLM”) finalized rules in March 2015 that impose new or more stringent standards for performing hydraulic fracturing on federal and American Indian lands. Following years of litigation, the BLM rescinded this rule in December 2017. However, California and various environmental groups filed lawsuits in January 2018 challenging the BLM’s rescission of the rule and, in March 2020, the U.S. District Court for the Northern District of California upheld the BLM’s decision to rescind the rule. However, there is ongoing litigation regarding the BLM rules, and future implementation of these rules is uncertain at this time. On April 10, 2024, the BLM also issued a final rule to reduce the waste of natural gas from venting, flaring, and leaks during oil and gas production activities on Federal and Indian leases. New laws or regulations that impose new obligations on, or significantly restrict hydraulic fracturing, could make it more difficult or costly for us to perform hydraulic fracturing activities and thereby affect our determination of whether a well is commercially viable and increase our cost of doing business. Such increased costs and any delays or curtailments in our production activities could have a material adverse effect on our business, prospects, financial condition, results of operations and liquidity.

We depend on computer and telecommunications systems, and failures in those systems or cybersecurity threats, attacks and other disruptions could significantly disrupt our business operations.

We are heavily dependent on our information systems and computer-based programs, including our well operations information, geologic data, electronic data processing and accounting data. If any of such programs or systems were to fail or create erroneous information in our hardware or software network infrastructure or we were subject to cyberspace breaches or attacks, possible consequences include our loss of communication links, inability to find, produce, process and sell oil and natural gas and inability to automatically process commercial transactions or engage in similar automated or computerized business activities. Any such consequence could have a material adverse effect on our business.

As an oil and natural gas producer, we face various security threats, including cyber-security threats to gain unauthorized access to sensitive information or to render data or systems unusable, threats to the safety of our employees, threats to the security of our facilities and infrastructure or third-party facilities and infrastructure, such as processing plants and pipelines, and threats from terrorist acts. Cyber-security attacks in particular are evolving and include, but are not limited to, malicious software, attempts to gain unauthorized access to data, and other electronic security breaches that could lead to disruptions in critical systems, unauthorized release of confidential or otherwise protected information and corruption of data. Although we utilize various procedures and controls to monitor and protect against

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these threats and to mitigate our exposure to such threats, there can be no assurance that these procedures and controls will be sufficient in preventing security threats from materializing. If any of these events were to materialize, they could lead to losses of sensitive information, critical infrastructure, personnel or capabilities essential to our operations and could have a material adverse effect on our reputation, financial position, results of operations, or cash flows.

We may be involved in legal and regulatory proceedings that could result in substantial liabilities.

Like many oil and gas companies, we are, or may be, from time to time involved in various legal and other proceedings, such as title, royalty or contractual disputes, regulatory compliance matters, alleged violations of federal or state securities laws and personal injury, environmental damage or property damage matters, in the ordinary course of our business. Additionally, members of our management and our directors may, from time to time, be involved in various legal and other proceedings against the Company naming those officers or directors as co-defendants. Such legal and regulatory proceedings are inherently uncertain, and their results cannot be predicted. Regardless of the outcome, such proceedings could have an adverse impact on us because of legal costs, diversion of management and other personnel and other factors. In addition, it is possible that a resolution of one or more such proceedings could result in liability, penalties or sanctions, as well as judgments, consent decrees or orders requiring a change in our business practices, which could materially and adversely affect our business, operating results and financial condition and affect the value of our shares of common stock. Accruals for such liability, penalties or sanctions may be insufficient, and judgments and estimates to determine accruals or range of losses related to legal and other proceedings could change from one period to the next, and such changes could be material. The defense of any legal proceedings against us or our officers or directors, could take resources away from our operations and divert management attention. As of the date of this proxy statement/prospectus, the Company is not aware of any material legal proceedings contemplated to be brought against the Company or its management.

We are subject to a number of privacy and data protection laws, rules and directives (collectively, “data protection laws”) relating to the processing of personal data.

The regulatory environment surrounding data protection laws is uncertain. Varying jurisdictional requirements could increase the costs and complexity of compliance with such laws, and violations of applicable data protection laws can result in significant penalties. A determination that there have been violations of applicable data protection laws could expose us to significant damage awards, fines and other penalties that could materially harm our business and reputation.

Any failure, or perceived failure, by us to comply with applicable data protection laws could result in proceedings or actions against us by governmental entities or others, subject us to significant fines, penalties, judgments and negative publicity, require us to change our business practices, increase the costs and complexity of compliance and adversely affect our business. As noted above, we are also subject to the possibility of security and privacy breaches, which themselves may result in a violation of these laws. Additionally, the acquisition of a company that is not in compliance with applicable data protection laws may result in a violation of these laws.

Our financial projections and information regarding prior performance may not prove to be reflective of actual future results.

In connection with the Business Combination, we prepared, among other things, internal prospective financial information related to the Business Combination. These financial projections include assumptions regarding commodity prices, production levels, and expenses. These financial projections speak only as of the date prepared and have not been, and will not be, updated. These financial projections were not provided with a view to public disclosure, are subject to significant economic, competitive, industry and other uncertainties and may not be achieved in full, at all or within projected timeframes. In addition, the failure to achieve projected results could have a material adverse effect on Presidio’s stock price and financial position following the Business Combination. For additional information regarding financial projections, see “Unaudited Pro Forma Condensed Combined Financial Information.”

Information regarding prior performance is not necessarily reflective of actual future results, the realization of which is dependent upon many factors, many of which are beyond our control. Any projections or other information presented in this proxy statement/prospectus are not intended to suggest that we will have the same or similar performance in the future. Accordingly, prospective investors should not construe such performance as providing any assurances regarding our future performance.

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We are subject to compliance with environmental and occupational safety and health laws and regulations that may expose us to significant costs and liabilities. Our ability to retain and/or obtain necessary licenses and permits to operate the business may negatively impact our financial results.

Our operations are subject to stringent federal, regional, state and local laws and regulations governing worker health and safety aspects of our operations, the discharge of materials into the environment and otherwise relating to environmental protection. Such environmental laws and regulations impose numerous obligations that are applicable to our operations, including the acquisition of permits to conduct regulated activities, the incurrence of capital expenditures to comply with applicable legal requirements, the application of specific health and safety criteria addressing worker protections and the imposition of restrictions on the generation, handling, treatment, storage, disposal and transportation of materials and wastes.

Increased scrutiny of Environmental, Social and Governance (“ESG”) matters by investors in public companies could have an adverse effect on our business, financial condition and results of operations and damage our reputation.

In recent years, companies across all industries are facing increasing scrutiny from a variety of stakeholders, including investor advocacy groups, proxy advisory firms, certain institutional investors and lenders, investment funds and other influential investors and rating agencies, related to their ESG and sustainability practices. If we do not adapt to or comply with investor or other stakeholder expectations and standards on ESG matters as they continue to evolve, or if we are perceived to have not responded appropriately or quickly enough to concern for ESG and sustainability issues, regardless of whether there is a regulatory or legal requirement to do so, we may suffer from reputational damage and our business, financial condition and/or stock price could be materially and adversely affected. In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters. Such ratings are used by some investors to inform their investment and voting decisions. Unfavorable ESG ratings could lead to increased negative investor sentiment toward us and our industry and to the diversion of investment to other industries, which could have a negative impact on our stock price and our access to and costs of capital.

Risks Related to EQVR’s Business

Unless the context otherwise requires, any reference in the below section of this proxy statement/prospectus to the “Company,” “we,” “us,” “our,” and “EQVR” refers to EQV Resources LLC prior to the consummation of the EQVR Acquisition, which will be the business of Presidio following the consummation of the EQVR Acquisition. Accordingly, the risks described below relating to EQVR could also materially and adversely affect Presidio after the consummation of the EQVR Acquisition. For more on the risks that could affect Presidio following the Business Combination, please see the risks described above under “Risks Related to PIH’s Business and to Presidio’s Business Following the Business Combination.”

Future commodity price declines may result in write-downs of the carrying amount of our oil and gas properties, which could materially and adversely affect our results of operations.

The value of our oil and gas properties depends on commodity prices. Declines in these prices as well as increases in development costs, changes in well performance, delays in development or deterioration of drilling results may result in our having to make material downward adjustments to our estimated proved reserves and could result in an impairment charge and a corresponding write-down of the carrying amount of our oil and gas properties.

We evaluate our oil and gas properties for impairment whenever events or changes in circumstances indicate a property’s carrying amount may not be recoverable. When it is determined that the estimated future net cash flows of an asset will not be sufficient to recover its carrying amount, an impairment loss is recorded to reduce the carrying amount to its estimated fair value. In the event that commodity prices decline, there could be a significant revision to the carrying amounts of oil and gas properties in the future.

We have limited control over the activities on properties we do not operate.

Other companies operate some of the properties in which we have an interest. We have limited ability to influence or control the operation or future development of these non-operated properties and of properties we operate in which we may share control with third parties, including compliance with environmental, safety and other regulations or

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the amount of capital expenditures that we are required to fund with respect to them. An operator of our wells may not adequately perform operations, may breach applicable agreements or may fail to act in ways that are in our best interest, which could reduce our production and revenues and expose us to liabilities. Our dependence on the operator could materially adversely affect the realization of our targeted returns on capital in drilling or acquisition activities and lead to unexpected future costs.

We could experience periods of higher costs if commodity prices rise. These increases could reduce our profitability, cash flow and ability to complete development activities as planned.

Historically, capital and operating costs have risen during periods of increasing oil, natural gas and NGL prices and drilling activity in our areas of operation and other major shale basins throughout the U.S. These cost increases result from a variety of factors beyond our control. High oil prices have historically led to more development activity in oil-focused shale basins and resulted in service cost inflation across all U.S. shale basins, including our areas of operation. Higher levels of development activity in oil-focused shale basins have also historically resulted in higher levels of associated gas production that places downward pressure on natural gas prices. To the extent natural gas prices decline due to a period of increased associated gas production and we experience service cost inflation during such period, our cash flow and profitability may be materially adversely impacted.

Increased costs of capital could adversely affect our business.

Our business could be harmed by factors such as the availability, terms and cost of capital, increases in interest rates or a reduction in our credit rating. Changes in any one or more of these factors could cause our cost of doing business to increase, limit our access to capital, limit our ability to pursue acquisition opportunities, reduce our cash flows available and place us at a competitive disadvantage. Continuing disruptions and volatility in the global financial markets may lead to an increase in interest rates or a contraction in credit availability impacting our ability to finance our activities. A significant reduction in the availability of credit could materially and adversely affect our ability to achieve our business strategy and cash flows.

We conduct business in a highly competitive industry, making it more difficult for us to acquire properties, market natural gas, secure trained personnel and raise additional capital.

Our ability to acquire additional oil and gas properties and to find and, if applicable, develop reserves in the future will depend on our ability to evaluate and select suitable properties and to consummate transactions in a highly competitive environment for acquiring properties, marketing natural gas and securing trained personnel. Also, there is substantial competition for capital available for investment in the oil and gas industry. Many of our competitors possess and employ greater financial, technical and personnel resources than we do. Those companies may be able to pay more for oil and natural gas properties and to evaluate, bid for and purchase a greater number of properties than our financial or personnel resources permit. Those larger companies may also have a greater ability to continue development activities during periods of low oil prices and to absorb the burden of present and future federal, state, local and other laws and regulations. In addition, other companies may be able to offer better compensation packages to attract and retain qualified personnel than we are able to offer. We may not be able to compete successfully in the future in acquiring natural gas properties, developing reserves, marketing our production, attracting and retaining quality personnel and raising additional capital, any of which could have a material adverse effect on our business.

Restrictions in our existing debt agreements could limit our growth and our ability to engage in certain activities.

Concurrently with the Closing, the Cibolo Loan will be fully repaid and terminated in connection with the EQVR Acquisition. However, if the Cibolo Loan is not fully repaid and terminated, we could remain subject to certain risks. The agreements governing or entered into in connection with the Cibolo Loan contain a number of significant covenants, including restrictive covenants that, subject to certain qualifications and exceptions, limit our ability to, among other things:

•        make certain payments, including paying distributions in respect of our equity;

•        incur additional indebtedness;

•        make certain acquisitions and investments;

•        merge or consolidate with another entity;

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•        hedge future production or interest rates;

•        incur liens;

•        sell assets; and

•        engage in certain other transactions.

In addition, the Cibolo Loan requires us to maintain compliance with certain rolling financial covenants. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of EQV Resources LLC — Liquidity and Capital Resources — Cibolo Loan.” The restrictions in the agreements governing or entered into in connection with the Cibolo Loan also impact our ability to obtain capital to withstand a downturn in our business or the economy in general. We may also be prevented from taking advantage of business opportunities that arise because of the limitations that the restrictive covenants under our debt arrangements may impose on us.

A breach of any covenant in the Cibolo Loan will result in a default under the applicable agreement and an event of default if there is no grace period or if such default is not cured during any applicable grace period. An event of default, if not waived, could result in acceleration of the indebtedness outstanding under the applicable agreement. Any such accelerated indebtedness would become immediately due and payable, and the secured parties under the Cibolo Loan would have the ability to foreclose on any collateral securing such debt. If that occurs, we may not be able to make all of the required payments or borrow sufficient funds to refinance such indebtedness. Even if new financing were available at that time, it may not be on terms that are acceptable to us.

The failure of our hedge counterparties to meet their obligations may adversely affect our financial results.

Our hedging transactions expose us to the risk that a counterparty fails to perform under a derivative contract. Since none of our derivative contracts are cleared, any default by a counterparty to these derivative contracts when they become due could have a material adverse effect on our financial condition and results of operations.

Our ability to collect payments from the sale of oil and natural gas to our customers depends on the payment ability of our customer base, which includes several significant customers. If any one or more of our significant customers fail to pay us for any reason, we could experience a material loss. In addition, if any of our significant customers cease to purchase our oil and natural gas or reduce the volume of the oil and natural gas that they purchase from us, the loss or reduction could have a detrimental effect on our revenues and may cause a temporary interruption in sales of, or a lower price for, our oil and natural gas.

We also face credit risk through joint interest receivables. Joint interest receivables arise from billing entities who own partial working interests in the wells we operate. Though we often have the ability to withhold future revenue disbursements to recover non-payment of joint interest billings, the inability or failure of working interest holders to meet their obligations to us or their insolvency or liquidation may adversely affect our financial results.

Extreme weather conditions could adversely affect our ability to conduct operations in some of the areas where our properties are located.

The majority of the scientific community has concluded that climate change may result in more frequent and/or more extreme weather events, changes in temperature and precipitation patterns, changes to ground and surface water availability, and other related phenomena, which could affect some, or all, of our operations. If any such effects were to occur, they could adversely affect or delay demand for oil or natural gas products or cause us to incur significant costs in preparing for or responding to the effects of climatic events themselves, which may not be fully insured. For example, our development, optimization and exploitation activities and equipment could be adversely affected by extreme weather conditions, such as hurricanes, thunderstorms, tornadoes and snow or ice storms, or other climate-related events such as wildfires and floods, in each case which may cause a loss of operational efficiency or production from temporary cessation of activity or lost or damaged facilities and equipment. Such extreme weather conditions and events could also impact other areas of our operations, including the costs of insurance, access to our drilling and production facilities for routine operations, maintenance and repairs and the availability of, and our access to, necessary resources, such as water, and third-party services, such as gathering, processing, compression and transportation services. These constraints and the resulting shortages or high costs could delay or temporarily halt our operations and materially increase our operation and capital costs, which could have a material adverse effect on our business, financial condition and results of operations. Given that our operations are concentrated in the Texas portion

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of the Western Anadarko Basin, a number of our properties could experience any of the same weather conditions at the same time, resulting in a relatively greater impact on our results of operations than they might have on other companies that have a more geographically diversified portfolio of properties. Our ability to mitigate the adverse physical impacts of climate change depends in part upon our disaster preparedness and response and business continuity planning.

Our estimated reserves are based on many assumptions that may prove to be inaccurate. Any material inaccuracies in these reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves.

It is not possible to measure underground accumulation of crude oil, natural gas or NGLs in an exact way. Crude oil, natural gas and NGL reserve engineering is not an exact science and requires subjective estimates of underground accumulations of crude oil, natural gas and NGLs and assumptions concerning future crude oil, natural gas and NGL prices, production levels, ultimate recoveries and operating and development costs. As a result, estimated quantities of proved reserves, projections of future production rates and the timing of development expenditures may turn out to be incorrect. Estimates of our proved reserves and related valuations as of December 31, 2024 were prepared by CG&A. CG&A conducted a detailed review of all of our properties for the period covered by its reserve report using information provided by us. Over time, we may make material changes to reserve estimates taking into account the results of actual testing, production and changes in prices. In addition, certain assumptions regarding future crude oil, natural gas and NGL prices, production levels and operating and development costs may prove incorrect. A portion of our reserve estimates are made without the benefit of a lengthy production history, which are less reliable than estimates based on a lengthy production history. Any significant variance from these assumptions to actual figures could greatly affect our estimates of reserves and future cash generated from operations. Numerous changes over time to the assumptions on which our reserve estimates are based, as described above, often result in the actual quantities of crude oil, natural gas and NGLs that are ultimately recovered being different from our reserve estimates.

We may face unanticipated increased or incremental costs in connection with decommissioning obligations such as plugging.

We currently are responsible for costs associated with abandoning and reclaiming wells. These costs are based on certain estimates and, in the future, we may become responsible for additional costs associated with abandoning and reclaiming wells. We will incur such decommissioning costs at the end of the operating life of some of our properties. The ultimate decommissioning costs are uncertain and cost estimates can vary in response to many factors including changes to relevant legal requirements, the emergence of new restoration techniques, the shortage of plugging vendors, difficult terrain or weather conditions or experience at other production sites. The expected timing and amount of expenditure can also change, for example, in response to changes in reserves, wells losing commercial viability sooner than forecasted or changes in laws and regulations or their interpretation. As a result, there could be significant adjustments to the provisions established which would affect future financial results. The use of other funds to satisfy such decommissioning costs may impair our ability to focus capital investment in other areas of our business, which could materially and adversely affect our business, results of operations, financial condition, cash flows or prospects. For more on our estimates of our decommissioning obligations, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of EQV Resources LLC — Critical Accounting Estimates — Asset Retirement Obligations” and Note 2 — Summary of Significant Accounting Policies to EQV Resources LLC Notes to Financial Statements.

New technologies may cause our current operating methods to become obsolete, and we may not be able to keep pace with technological developments in the oil and gas industry.

The oil and natural gas industry is subject to rapid and significant advancements in technology, including the introduction of new products and services using new technologies. As competitors use or develop new technologies, we may be placed at a competitive disadvantage, and competitive pressures may force us to implement new technologies at a substantial cost that could make the extraction of our proved reserves uneconomical in certain commodity price environments. In addition, competitors may have greater financial, technical and personnel resources that allow them to enjoy technological advantages, and that may in the future, allow them to implement new technologies before we can. We cannot be certain that we will be able to implement technologies on a timely basis or at a cost that is acceptable to us. If we are unable to maintain technological advancements consistent with industry standards, our business, results of operations and financial condition may be materially adversely affected.

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The present value of future net cash flows from our proved reserves is not necessarily the same as the current market value of our estimated proved reserves.

The present value of future net cash flows from our proved reserves, or standardized measure, is not necessarily the same as the current market value of our estimated reserves. In accordance with rules established by the SEC and the FASB, we base the estimated discounted future net cash flows from our proved reserves on the twelve-month average oil and natural gas index prices, calculated as the unweighted arithmetic average for the first-day-of-the-month price for each month, and costs in effect on the date of the estimate, holding the prices and costs constant throughout the life of the properties. Actual future prices and costs may differ materially from those used in the present value estimate, and future net present value estimates using then current prices and costs may be significantly less than the current estimate. In addition, the 10% discount factor we use when calculating discounted future net cash flows may not be the most appropriate discount factor based on interest rates in effect from time to time and risks associated with us or the oil and natural gas industry in general.

We may incur losses as a result of title or environmental defects in the properties in which we invest.

The existence of a material title or environmental deficiency can render a lease worthless and adversely affect our results of operations and financial condition. While we typically obtain title opinions, the failure of a title may not be discovered until after a lease is invested in, in which case we may lose the lease.

Our business depends on third-party transportation and processing facilities and other assets that are owned by third-parties.

The marketability of our oil and natural gas depends in part on the availability, proximity and capacity of pipeline systems, processing facilities, oil trucking fleets and other transportation assets owned by third parties. The lack of available capacity on these systems and facilities, whether as a result of proration, growth in demand outpacing growth in capacity, physical damage, adverse weather events or natural disasters, equipment malfunctions or failures, scheduled or unscheduled maintenance, legal or other reasons, could result in a substantial increase in costs, declines in realized commodity prices, the shut-in of producing wells, or the delay or discontinuance of development plans for the properties. In many cases, operators are provided only with limited, if any, notice as to when these circumstances will arise and their expected duration. In addition, our wells may be located in areas that are serviced to a limited extent, if at all, by gathering and transportation pipelines, which may or may not have sufficient capacity to transport production from all of the wells in the area. As a result, we may rely on third-party oil trucking to transport a significant portion of our production to third-party transportation pipelines and other market access points.

In addition, the third parties on whom operators rely for transportation services are subject to complex federal, state, tribal, and local laws that could adversely affect the cost, manner, or feasibility of conducting business on the properties. Further, concerns about the safety and security of oil and gas transportation by pipeline may result in public opposition to pipeline development and increased regulation of pipelines by the Pipeline and Hazardous Materials Safety Administration, and therefore less capacity to transport our products by pipeline. Any significant curtailment in gathering system or transportation, processing, or refining-facility capacity could reduce our operating partners’ ability to market oil production and have an adverse effect on us. Operators’ access to transportation options and the prices they receive can also be affected by federal and state regulation — including regulation of oil production, transportation, and pipeline safety — as well as by general economic conditions and changes in supply and demand.

While we have not historically engaged in significant drilling activities, the unavailability or high cost of drilling rigs, frac crews, equipment, supplies, personnel and oilfield services could adversely affect our or third-party operators’ ability to execute our development plans within current budgets or on a timely basis.

We have not historically engaged in significant drilling activities. Nevertheless, the demand for drilling rigs, frac crews, pipe and other equipment and supplies, including sand and other proppant used in hydraulic fracturing operations and acid used for acid stimulation, as well as for qualified and experienced field personnel, geologists, geophysicists, engineers and other professionals in the oil and natural gas industry, can fluctuate significantly, often in correlation with commodity prices or drilling activity in our areas of operation and in other shale basins in the United States, causing periodic shortages of supplies and needed personnel and rapid increases in costs. Increased drilling activity could materially increase the demand for and prices of these goods and services, and we could encounter rising costs and delays in or an inability to secure the personnel, equipment, power, services, resources and facilities access

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necessary for us to conduct our drilling and development activities, which could result in production volumes being below our forecasted volumes. In addition, any such negative effect on production volumes, or significant increases in costs could have a material adverse effect on our cash flow and profitability.

An increase in the differential between the benchmark prices of oil and natural gas and the wellhead price we expect to receive for our future production could significantly reduce our cash flow and adversely affect our financial condition.

The prices that we will receive for our oil and natural gas production sometimes may reflect a discount to the relevant benchmark prices, such as the NYMEX, that are used for calculating hedge positions. The difference between the benchmark price and the prices we receive is called a basis differential. Increases in the basis differential between the benchmark prices for oil and natural gas and the wellhead price we receive will adversely affect our business, financial condition and results of operations.

We are not insured against all of the operating risks to which our business is exposed.

We maintain insurance against some, but not all, operating risks and losses. Losses and liabilities arising from uninsured and underinsured events could materially and adversely affect our business, financial condition or results of operations.

Our operations are subject to all of the risks associated with producing oil, natural gas and NGLs including the possibility of:

•        environmental hazards, such as releases of pollutants into the environment, including groundwater, surface water, soil and air contamination;

•        abnormally pressured formations;

•        mechanical difficulties, such as stuck oilfield drilling and service tools and casing collapse;

•        ruptures, fires and explosions;

•        damage to pipelines, processing plants, compression assets, water infrastructure, and related equipment and surrounding properties caused by tornadoes, floods, freezes, fires and other natural disasters;

•        inadvertent damage from construction, vehicles, farm and utility equipment;

•        personal injuries and death;

•        natural disasters; and

•        terrorist attacks targeting oil and natural gas related facilities and infrastructure.

Any of these events could adversely affect our ability to conduct operations or result in substantial loss to us as a result of claims by government agencies or third parties for:

•        injury or loss of life;

•        damage to and destruction of property, natural resources and equipment;

•        pollution and other environmental damage;

•        regulatory investigations and penalties; and

•        repair and remediation costs.

These events may also result in curtailment or suspension of our gathering and processing facilities. A natural disaster or any event such as those described above affecting the areas in which we and our third-party operators operate could have a material adverse effect on our operations. Accidents or other operating risks could further result in loss of service available to us and our third-party operators. Such circumstances, including those arising from maintenance and repair activities, could result in service interruptions on portions or all of our gathering facilities.

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We may elect not to obtain insurance for certain of these risks if we believe that the cost of available insurance is excessive relative to the risks presented. In addition, in some instances, certain insurance could become unavailable or available only for reduced amounts of coverage, including for pollution and other environmental risks. The occurrence of an event that is not fully covered by insurance could have a material adverse effect on our business, financial condition and results of operations.

We depend on computer and telecommunications systems, and failures in those systems or cybersecurity threats, attacks and other disruptions could significantly disrupt our business operations.

We are heavily dependent on our information systems and computer-based programs, including our well operations information, geologic data, electronic data processing and accounting data. If any of such programs or systems were to fail or create erroneous information in our hardware or software network infrastructure or we were subject to cyberspace breaches or attacks, possible consequences include our loss of communication links, inability to find, produce, process and sell oil and natural gas and inability to automatically process commercial transactions or engage in similar automated or computerized business activities. Any such consequence could have a material adverse effect on our business.

As an oil and natural gas producer, we face various security threats, including cyber-security threats to gain unauthorized access to sensitive information or to render data or systems unusable, threats to the safety of our management, threats to the security of our facilities and infrastructure or third-party facilities and infrastructure, such as processing plants and pipelines, and threats from terrorist acts. Cyber-security attacks in particular are evolving and include, but are not limited to, malicious software, attempts to gain unauthorized access to data, and other electronic security breaches that could lead to disruptions in critical systems, unauthorized release of confidential or otherwise protected information and corruption of data. Although we utilize various procedures and controls to monitor and protect against these threats and to mitigate our exposure to such threats, there can be no assurance that these procedures and controls will be sufficient in preventing security threats from materializing. If any of these events were to materialize, they could lead to losses of sensitive information, critical infrastructure, personnel or capabilities essential to our operations and could have a material adverse effect on our reputation, financial position, results of operations, or cash flows.

We are subject to compliance with environmental and occupational safety and health laws and regulations that may expose us to significant costs and liabilities. Our ability to retain and/or obtain necessary licenses and permits to operate the business may negatively impact our financial results.

Our operations are subject to stringent federal, regional, state and local laws and regulations governing worker health and safety aspects of our operations, the discharge of materials into the environment and otherwise relating to environmental protection. Such environmental laws and regulations impose numerous obligations that are applicable to our operations, including the acquisition of permits to conduct regulated activities, the incurrence of capital expenditures to comply with applicable legal requirements, the application of specific health and safety criteria addressing worker protections and the imposition of restrictions on the generation, handling, treatment, storage, disposal and transportation of materials and wastes.

Risks Related to Presidio’s Organizational Structure

Our principal asset after the completion of this offering will be our interest in EQV Holdings and, as a result, we will depend on distributions from EQV Holdings to pay our taxes and operating expenses. EQV Holdings’ ability to make such distributions may be subject to various limitations and restrictions.

Upon the Closing, we will be a holding company and will have no material assets other than our ownership of LLC Interests in EQV Holdings. As such, we will have no independent means of generating revenue or cash flow, and our ability to pay our taxes and operating expenses or declare and pay dividends in the future, if any, will be dependent upon the financial results and cash flows of EQV Holdings and its subsidiaries and distributions we receive from EQV Holdings. There can be no assurance that EQV Holdings and its subsidiaries will generate sufficient cash flow to distribute funds to us or that applicable state law and contractual restrictions, including negative covenants in our debt instruments, will permit such distributions. Although EQV Holdings is not currently subject to any debt instruments or other agreements that would restrict its ability to make distributions to us, the terms of our credit agreement and other outstanding indebtedness restrict the ability of our subsidiaries to pay dividends to EQV Holdings.

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We anticipate that EQV Holdings will be treated as a partnership for U.S. federal income tax purposes and, as such, generally will not be subject to any entity-level U.S. federal income tax. Instead, any taxable income of EQV Holdings will be allocated to holders of LLC Interests, including us. Accordingly, we will incur income taxes on our allocable share of any net taxable income of EQV Holdings. Under the terms of the Prometheus Holdings LLC Agreement, EQV Holdings will be obligated, subject to various limitations and restrictions, including with respect to our debt agreements, to make tax distributions to holders of LLC Interests, including us. In addition to tax expenses, we will also incur expenses related to our operations, which we expect could be significant. We intend, as its managing member, to cause EQV Holdings to make cash distributions to the holders of LLC Interests (including us) in an amount sufficient to (i) fund all or part of their tax obligations in respect of taxable income allocated to them and (ii) cover our operating expenses. However, EQV Holdings’ ability to make such distributions may be subject to various limitations and restrictions, such as restrictions on distributions that would either violate any contract or agreement to which EQV Holdings is then a party, including debt agreements, or any applicable law, or that would have the effect of rendering EQV Holdings insolvent. If we do not have sufficient funds to pay tax or other liabilities, or to fund our operations, we may have to borrow funds, which could materially and adversely affect our liquidity and financial condition, and subject us to various restrictions imposed by any lenders of such funds. See “Certain Relationships and Related Person Transactions — Prometheus Holdings LLC Agreement — Prometheus Holdings LLC Agreement.” In addition, if EQV Holdings does not have sufficient funds to make distributions, our ability to declare and pay cash dividends will also be restricted or impaired. See “— Risks Related to Ownership of Presidio Class A Common Stock Following the Business Combination.”

Under the Prometheus Holdings LLC Agreement, we intend to cause EQV Holdings, from time to time, to make distributions in cash to its members (including us) in amounts sufficient to cover the taxes imposed on their allocable share of taxable income of EQV Holdings. As a result of (i) potential differences in the amount of net taxable income allocable to us and to EQV Holdings’ other members, (ii) the lower tax rate applicable to corporations as opposed to individuals, and (iii) certain tax benefits that we anticipate from (a) future purchases or redemptions of LLC interests from the Continuing Equity Owners, and (b) any acquisition of interests in EQV Holdings from other members in connection with the Closing, these tax distributions may be in amounts that exceed our tax liabilities. Our board of directors will determine the appropriate uses for any excess cash so accumulated, which may include, among other uses, the payment of other expenses. We will have no obligation to distribute such cash (or other available cash) to our stockholders. To the extent we do not distribute such excess cash as dividends on our Class A common stock, we may take other actions with respect to such excess cash, for example, holding such excess cash, contributing such cash to EQV Holdings in exchange for additional LLC Interests or lending it (or a portion thereof) to EQV Holdings, some of which may result in shares of our Class A common stock increasing in value relative to the value of LLC Interests. The holders of LLC Interests may benefit from any value attributable to such cash balances if they acquire shares of Class A common stock in exchange for their LLC Interests, notwithstanding that such holders may have participated previously as holders of LLC Interests in distributions that resulted in such excess cash balances.

Our organizational structure confers certain benefits upon the PIH equity holders that will not benefit holders of our Class A common stock to the same extent that it will benefit the PIH equity holders.

Our organizational structure confers certain benefits upon the PIH equity holders that will not benefit the holders of our Class A common stock to the same extent that it will benefit the PIH equity holders.

Additionally, we are a holding company and have no material assets other than our ownership of LLC Interests. As a consequence, our ability to declare and pay dividends to the holders of our Class A common stock is subject to the ability of EQV Holdings to provide distributions to us. If EQV Holdings makes such distributions, the PIH equity holders that hold LLC Interests will be entitled to receive equivalent distributions from EQV Holdings on a pro rata basis. However, because we must pay taxes, amounts ultimately distributed as dividends to holders of our Class A common stock are expected to be less on a per share basis than the amounts distributed by EQV Holdings to such PIH equity holders on a per unit basis. This and other aspects of our organizational structure may adversely impact the future trading market for our Class A common stock.

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If EQV Holdings were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, we and EQV Holdings might be subject to potentially significant tax inefficiencies.

We intend to operate such that EQV Holdings does not become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. A “publicly traded partnership” is a partnership the interests of which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof. Under certain circumstances, redemptions of LLC Interests pursuant to the redemption right, or other transfers of LLC Interests, could cause EQV Holdings to be treated as a publicly traded partnership. Applicable U.S. Treasury regulations provide for certain safe harbors from treatment as a publicly traded partnership, and we intend to operate such that redemptions or other transfers of LLC Interests qualify for one or more such safe harbors. If EQV Holdings were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, significant tax inefficiencies might result for us and for EQV Holdings, including as a result of the inability to file a consolidated U.S. federal income tax return with EQV Holdings.

If we were deemed to be an investment company under the Investment Company Act of 1940, as amended, or the 1940 Act, including as a result of our ownership of EQV Holdings, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

Under Sections 3(a)(1)(A) and (C) of the 1940 Act, a company generally will be deemed to be an “investment company” for purposes of the 1940 Act if (i) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities, or (ii) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We do not believe that we are an “investment company,” as such term is defined in either of those sections of the 1940 Act.

We and EQV Holdings intend to conduct our operations so that we will not be deemed an investment company. As the sole managing member of EQV Holdings, we will control and operate EQV Holdings. On that basis, we believe that our interest in EQV Holdings is not an “investment security” as that term is used in the 1940 Act. However, if we were to cease participation in the management of EQV Holdings, or if EQV Holdings itself becomes an investment company, our interest in EQV Holdings could be deemed an “investment security” for purposes of the 1940 Act.

We and EQV Holdings intend to conduct our operations so that we will not be deemed an investment company. If it were established that we were an unregistered investment company, there would be a risk that we would be subject to monetary penalties and injunctive relief in an action brought by the SEC, that we would be unable to enforce contracts with third parties and that third parties could seek to obtain rescission of transactions undertaken during the period it was established that we were an unregistered investment company. If we were required to register as an investment company, restrictions imposed by the 1940 Act, including limitations on our capital structure and our ability to transact with affiliates, could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

Risks Related to Ownership of Presidio Class A Common Stock Following the Business Combination

Each of EQV, PIH and EQVR have incurred and will incur substantial costs in connection with the Business Combination, the EQVR Acquisition and related transactions, such as legal, accounting, consulting, and financial advisory fees.

Each of EQV, PIH and EQVR have incurred and expect that it will incur significant, non-recurring costs in connection with consummating the Business Combination and the EQVR Acquisition. EQV, PIH and EQVR may also incur additional costs to retain key employees. EQV, PIH and EQVR will also incur significant legal, financial advisor, accounting, banking and consulting fees, fees relating to regulatory filings and notices, SEC filing fees, printing and mailing fees and other costs associated with the Business Combination and EQVR Acquisition. Although the parties have been provided with estimates of the costs for each advisory firm, the total actual costs may exceed those estimates and some of these costs are payable regardless of whether the Business Combination and EQVR Acquisition are completed.

Additional unanticipated costs may be incurred in the course of conducting the business of Presidio after the completion of the Business Combination and the EQVR Acquisition.

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An active market for Presidio’s securities may not develop, which would adversely affect the liquidity and price of Presidio’s securities.

The price of Presidio’s securities may vary significantly due to factors specific to Presidio as well as to general market or economic conditions. Furthermore, an active trading market for Presidio’s securities may never develop or, if developed, it may not be sustained. Additionally, if Presidio securities become delisted from NYSE for any reason and are quoted on the OTC Pink Sheets, an inter-dealer automated quotation system for equity securities not listed on a national exchange, the liquidity and price of Presidio securities may be more limited than if they were listed on the NYSE or another national exchange. You may be unable to sell your securities unless a market can be established and sustained.

In addition, NYSE may delist Presidio’s securities from trading on its exchange, which could limit investors’ ability to make transactions in Presidio’s securities and subject Presidio to additional trading restrictions.

The market price of the Presidio Class A Common Stock may decline as a result of the Business Combination.

The market price of Presidio Class A Common Stock may decline as a result of the Business Combination for a number of reasons including if:

•        investors react negatively to the prospects of Presidio’s business and the prospects of the Business Combination;

•        the effect of the Business Combination on Presidio’s business and prospects is not consistent with the expectations of financial or industry analysts; or

•        Presidio does not achieve the perceived benefits of the Business Combination as rapidly or to the extent anticipated by financial or industry analysts.

As a result, you may not receive any return on an investment in Presidio Class A Common Stock unless you sell your Presidio Class A Common Stock for a price greater than that which you paid for it.

Presidio stockholders may experience dilution in the future.

The percentage of Presidio Class A Common Stock owned by current stockholders may be diluted in the future because of equity issuances for acquisitions, capital market transactions or otherwise, including, without limitation, equity awards that Presidio may grant to its directors, officers and employees, and the exercise of the Presidio warrants. Such issuances may have a dilutive effect on Presidio’s earnings per share, which could adversely affect the market price of Presidio Class A Common Stock. See “Summary of the Proxy Statement/Prospectus — Ownership of Presidio — Dilution” for more information.

If securities or industry analysts do not publish research or reports about Presidio’s business, if they change their recommendations regarding Presidio Class A Common Stock or if Presidio’s operating results do not meet their expectations, the Presidio Class A Common Stock price and trading volume could decline.

The trading market for Presidio Class A Common Stock will depend in part on the research and reports that securities or industry analysts publish about Presidio or its businesses. If no securities or industry analysts commence coverage of Presidio, the trading price for Presidio Class A Common Stock could be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover Presidio downgrade its securities or publish unfavorable research about its businesses, or if Presidio’s operating results do not meet analyst expectations, the trading price of Presidio Class A Common Stock would likely decline. If one or more of these analysts cease coverage of Presidio or fail to publish reports on Presidio regularly, demand for Presidio securities could decrease, which might cause the Presidio Class A Common Stock price and trading volume to decline.

Future sales, or the perception of future sales, by Presidio or its stockholders in the public market following the Business Combination could cause the market price for Presidio Class A Common Stock to decline.

Sales of substantial amounts of Presidio Class A Common Stock in the public market after the Closing, or the perception that such sales could occur, could harm the prevailing market price of Presidio Class A Common Stock. These sales, or the possibility that these sales may occur, also might make it more difficult for Presidio to sell equity

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securities in the future at a time and at a price that it deems appropriate. We cannot predict what effect, if any, market sales of Presidio Class A Common Stock or the availability of these securities for future sale will have on the market price of the Presidio Class A Common Stock.

It is anticipated that, upon the Closing, the public shareholders will retain an ownership interest of approximately 57.1% of the outstanding capital stock of Presidio, Sponsor will retain an ownership interest of approximately 10.0% of the outstanding capital stock of Presidio and the PIH securityholders will own approximately 11.5% of the outstanding capital stock of Presidio. The foregoing ownership percentages with respect to Presidio following the Business Combination exclude any Presidio warrants, Earn-Out Shares and Restricted Stock Units and assume that there are no redemptions of any shares by the public shareholders in connection with the Business Combination. All shares currently held by public shareholders will be freely tradable without registration under the Securities Act, and without restriction by persons other than Presidio’s “affiliates” (as defined under Rule 144 under the Securities Act (“Rule 144”)), including Presidio’s directors, executive officers and other affiliates.

In connection with the Business Combination Agreement, certain individuals, each of whom is a member of the EQV Board or EQV management, and Sponsor, who are collectively expected to own approximately 10.2% of Presidio’s capital stock following the Business Combination in the aggregate (based on the above assumptions), have agreed with EQV and PIH, subject to certain exceptions, not to dispose of or hedge certain of their Presidio Class A Common Stock or securities convertible into or exchangeable for Presidio Class A Common Stock during the period from the date of the Closing continuing through the earliest of: (i) the twelve-month anniversary of the Closing, and (ii) the date after the Closing on which Presidio consummates a liquidation, merger, capital stock exchange, or other similar transaction that results in all of the Presidio stockholders having the right to exchange their Presidio Class A Common Stock for cash, securities or other property. See “The Business Combination Proposal — Related Agreements — Sponsor Letter Agreement.” These shares may be sold after the expiration of the applicable restrictions, and Presidio may file one or more registration statements prior to or shortly after the closing of the Business Combination to provide for the resale of such shares from time to time. The market price of the Class A Common Stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

Moreover, each of the Sponsor and the Insiders agreed to be bound by certain lock-up provisions during the lock-up periods described in the Sponsor Letter Agreement with respect to their equity interests in EQV, and the Sponsor agreed to subject certain of its Class B Shares to vesting (or forfeiture) on the basis of achieving certain trading price thresholds during the first five years following the Closing pursuant to an earnout program. The Sponsor also agreed to subject certain of its Class B Shares to time vesting during the first three years following the Closing pursuant to a dividend reinvestment program, which will fall away on the basis of achieving certain trading price thresholds during the first three years following the Closing.

In addition, the Presidio Class A Common Stock reserved for future issuance under the Incentive Plan will become eligible for sale in the public market once those shares are issued, subject to any applicable vesting requirements, lockup agreements and other restrictions imposed by law. A total number of shares representing about 10% of the fully diluted, and as converted, outstanding Presidio Class A Common Stock immediately following consummation of the Business Combination are expected to be reserved for future issuance under the Incentive Plan. The aggregate number of shares that may be issued under the Incentive Plan will be subject to an annual increase on January 1 of each calendar year (commencing with the first January 1 following the Closing Date and ending on and including the January 1 immediately following the ninth anniversary of the Closing Date) of a number of shares equal to 5% of the total number of shares actually issued and outstanding on the last day of the preceding fiscal year. Presidio is expected to file one or more registration statements on Form S-8 under the Securities Act to register Presidio Class A Common Stock or securities convertible into or exchangeable for Presidio Class A Common Stock issued pursuant to the Incentive Plan. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market.

In the future, Presidio may also issue its securities in connection with investments or acquisitions. The amount of Presidio Class A Common Stock issued in connection with an investment or acquisition could constitute a material portion of the then-outstanding Presidio Class A Common Stock. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to Presidio stockholders.

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The trading price of the Presidio Class A Common Stock is likely to be volatile, which could result in substantial losses to investors.

The trading price of the Presidio Class A Common Stock is likely to be volatile and could fluctuate widely due to factors beyond its control or unrelated to its historical financial performance and condition and prospects. This may happen because of broad market and industry factors, including the performance and fluctuation of the market prices of other companies with business operations similar to Presidio. In addition to market and industry factors, the price and trading volume for the Presidio Class A Common Stock may be highly volatile for factors specific to Presidio’s operations, including the following:

•        variations in its revenues, earnings and cash flow;

•        announcements of new investments, acquisitions, strategic partnerships or joint ventures by it or its competitors;

•        announcements of new offerings, solutions and expansions by it or its competitors;

•        changes in financial estimates by securities analysts;

•        detrimental adverse publicity about it, its services or its industry;

•        announcements of new regulations, rules or policies relevant for its business;

•        additions or departures of key personnel;

•        release of lockup or other transfer restrictions on its outstanding equity securities or sales of additional equity securities; and

•        potential litigation or regulatory investigations.

Any of these factors may result in large and sudden changes in the volume and price at which the Presidio Class A Common Stock will trade.

In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If Presidio was to be involved in a class action suit, it could divert a significant amount of its management’s attention and other resources from its business and operations and require it to incur significant expenses to defend the suit, which could harm its results of operations. Any such class action suit, whether or not successful, could harm its reputation and restrict its ability to raise capital in the future. In addition, if a claim is successfully made against Presidio, it may be required to pay significant damages, which could have a material adverse effect on its financial condition and results of operations.

If securities or industry analysts do not publish research or reports about Presidio’s business, or if they adversely change their recommendations regarding the Presidio Class A Common Stock, the market price for the Presidio Class A Common Stock and trading volume could decline.

The trading market for the Presidio Class A Common Stock will be influenced by research or reports that industry or securities analysts publish about its business. If one or more analysts who cover Presidio downgrade the Presidio Class A Common Stock, the market price for the Presidio Class A Common Stock would likely decline. If one or more of these analysts cease to cover Presidio or fail to regularly publish reports on it, it could lose visibility in the financial markets, which in turn could cause the market price or trading volume for the Presidio Class A Common Stock to decline.

Techniques employed by short sellers may drive down the market price of the Presidio Class A Common Stock.

Short selling is the practice of selling securities that the seller does not own but rather has borrowed from a third party with the intention of buying identical securities back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the security to decline, many short sellers publish, or arrange for the

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publication of, negative opinions regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling a security short. These short sellers’ attacks have, in the past, led to selling of shares in the market.

Public companies often are the subject of short selling. Much of the scrutiny and negative publicity often centers on allegations of a lack of effective internal control over financial reporting resulting in financial and accounting irregularities and mistakes, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result, many companies are now conducting internal and external investigations into the allegations and, in the interim, are subject to shareholder lawsuits and/or SEC enforcement actions.

It is not clear what effect such negative publicity could have on Presidio. If it were to become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, Presidio could have to expend a significant amount of resources to investigate such allegations and/or defend itself. While Presidio would strongly defend against any such short seller attacks, it may be constrained in the manner in which it can proceed against the relevant short seller by principles of freedom of speech, applicable state law or issues of commercial confidentiality. Such a situation could be costly and time-consuming and could distract Presidio management from growing its business. Even if such allegations are ultimately proven to be groundless, allegations against Presidio could severely impact its business operations, and any investment in the Presidio Class A Common Stock could be greatly reduced or even rendered worthless.

Presidio will incur significantly increased costs and devote substantial management time as a result of operating as a public company, particularly after it is no longer an “emerging growth company.”

After consummation of the Business Combination, Presidio will incur significant legal, accounting and other expenses that PIH did not incur as a private company and EQV did not incur as a blank check company. For example, it will be required to comply with certain of the requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules and regulations subsequently implemented by the SEC, including the establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. Presidio expects that compliance with these requirements with respect to PIH’s business and operations will increase its legal and financial compliance costs and will make some activities more time consuming and costly. In addition, Presidio expects that its management and other personnel will need to divert attention from operational and other business matters to devote substantial time to these public company requirements. In particular, it expects to incur significant expenses and devote substantial management effort towards ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act. PIH is still in the process of compiling the system and processing documentation needed to comply with such requirements. Presidio may not be able to complete its evaluation, testing and any required remediation in a timely fashion. In that regard, Presidio anticipates that it will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge.

However, for as long as Presidio remains an “emerging growth company” as defined in the JOBS Act, it intends to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Under the JOBS Act, “emerging growth companies” can delay adopting new or revised accounting standards until such time as those standards apply to private companies. Presidio expects to continue EQV’s election to accept this exemption from new or revised accounting standards and, therefore, will not be subject to the same new or revised accounting standards as other public companies that are not “emerging growth companies.”

After Presidio is no longer an “emerging growth company,” it expects to incur additional management time and cost to comply with the more stringent reporting requirements, including complying with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act.

Presidio cannot predict or estimate the amount of additional costs it may incur as a result of becoming a public company or the timing of such costs.

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Risks Related to Redemption

There is no guarantee that a public shareholder’s decision whether to redeem his, her or its shares for a pro rata portion of the Trust Account will put such public shareholder in a better future economic position.

No assurance can be given as to the price at which a public shareholder may be able to sell Presidio Class A Common Stock in the future following the completion of the Business Combination. Certain events following the consummation the Business Combination may cause an increase in Presidio’s stock price and may result in a lower value realized now than a public shareholder might realize in the future had the public shareholder not elected to redeem such public shareholders’ Class A Shares. Similarly, if a public shareholder does not redeem his, her or its shares, such shareholder will bear the risk of ownership of Presidio Class A Common Stock after the consummation of the Business Combination, and there can be no assurance that a public shareholder can sell his, her or its Presidio Class A Common Stock in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. Any public shareholder should consult a financial advisor for assistance on how this may affect his, her or its individual situation.

If public shareholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their public shares for a pro rata portion of the funds held in the Trust Account.

To exercise their redemption rights, public shareholders are required to deliver their public shares, either physically or electronically using Depository Trust Company’s DWAC System, to EQV’s transfer agent prior to the vote at the extraordinary general meeting. If a public shareholder fails to properly seek redemption as described in this proxy statement/prospectus and the Business Combination with PIH is consummated, such holder will not be entitled to redeem their public shares for a pro rata portion of funds deposited in the Trust Account. See the section entitled “Extraordinary General Meeting of EQV Shareholders — Redemption Rights” of this proxy statement/prospectus for additional information on how to exercise your redemption rights.

If you or a “group” of shareholders of which you are a part are deemed to hold an aggregate of more than 15% of Class A Shares, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 15% of Class A Shares.

A public shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its Class A Shares or, if part of such a group, the group’s Class A Shares, in excess of 15% of Class A Shares. Your inability to redeem any such excess Class A Shares could result in you suffering a material loss on your investment in EQV if you sell such excess Class A Shares in open market transactions. EQV cannot assure you that the value of such excess Class A Shares will appreciate over time following the Business Combination or that the market price of Class A Shares will exceed the per-share redemption price.

You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares and/or EQV public warrants, potentially at a loss.

Public shareholders will be entitled to receive funds from the Trust Account only upon the earlier to occur of: (1) the completion of the Business Combination (or an alternative initial business combination if the Business Combination is not consummated for any reason), and then only in connection with those public shares that such public shareholder properly elected to redeem; (2) the redemption of any public shares properly tendered in connection with a public shareholder vote to amend EQV’s amended and restated memorandum and articles of association (a) to modify the substance or timing of EQV’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of the public shares if EQV does not complete an initial business combination by August 8, 2026, unless extended by EQV shareholders or (b) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) the redemption of public shares if EQV has not completed an initial business combination by August 8, 2026, subject to applicable law and as further described herein. Public shareholders who redeem their public shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial business combination or liquidation if EQV has not completed an initial business combination by August 8, 2026, with respect to such public shares so redeemed. In no other circumstances will a public shareholder have any right or interest of any kind in the Trust Account. Holders of EQV warrants will not have any right to the proceeds held in the Trust Account with respect to the EQV warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or EQV warrants, potentially at a loss.

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Risks Related to the Consummation of the Domestication

Upon consummation of the Domestication, the rights of holders of Presidio Class A Common Stock arising under the DGCL and the Proposed Governing Documents will differ from and may be less favorable to the rights of holders of Class A Shares arising under Cayman Islands law and the Existing Governing Documents.

Upon consummation of the Domestication, the rights of holders of Presidio Class A Common Stock will be as provided in the Proposed Governing Documents and the DGCL. The Proposed Governing Documents and the DGCL contain provisions that differ in some respects from those in the Existing Governing Documents and Cayman Islands law and, therefore, some rights of holders of Presidio Class A Common Stock could differ from the rights that holders of Class A Shares currently have. For instance, while class actions are generally not available to shareholders under Cayman Islands law, such actions are generally available under the DGCL. This change could increase the likelihood that Presidio becomes involved in costly litigation, which could have a material adverse effect on Presidio.

In addition, there are differences between the Proposed Governing Documents and the Existing Governing Documents. For a more detailed description of the rights of holders of Presidio Class A Common Stock and how they may differ from the rights of holders of Class A Shares, please see “Comparison of Corporate Governance and Shareholder Rights.” The forms of the Proposed Certificate of Incorporation and the Proposed Bylaws are attached as Annex H and Annex I, respectively, to this proxy statement/prospectus, and EQV urges you to read them.

Delaware law and Presidio’s Proposed Governing Documents contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

The Proposed Governing Documents that will be in effect upon consummation of the Domestication, and the DGCL, contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by the Presidio Board and therefore depress the trading price of Presidio Class A Common Stock. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current members of the Presidio Board or taking other corporate actions, including effecting changes in EQV’s management. Among other things, the Proposed Governing Documents include provisions regarding:

•        a classified board of directors;

•        the ability of the Presidio Board to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

•        the limitation of the liability of, and the indemnification of, Presidio’s directors and officers;

•        the requirement that a special meeting of stockholders may only be called by the Chairman of the Presidio Board, except as otherwise expressly provided by the terms of any series of Preferred Stock, which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors;

•        controlling the procedures for the conduct and scheduling of board of directors and stockholder meetings;

•        the ability of the Presidio Board to amend the bylaws, which may allow the Presidio Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt; and

•        advance notice procedures with which stockholders must comply to nominate candidates to the Presidio Board or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in the Presidio Board, and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of Presidio.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the Presidio Board or management, that stockholders may consider to be in their best interests.

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The Proposed Certificate of Incorporation will designate a state or federal court located within the State of Delaware as the sole and exclusive forum for substantially all disputes between Presidio and its stockholders, which could limit Presidio’s stockholders’ ability to obtain a favorable judicial forum for disputes with Presidio or its directors, officers, stockholders, employees, or agents.

The Proposed Certificate of Incorporation, which will be in effect upon the Closing, provides that, unless Presidio consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of Presidio, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee, or agent of Presidio to Presidio or Presidio’s stockholders, (iii) any action arising pursuant to any provision of the DGCL or the Proposed Certificate of Incorporation or Proposed Bylaws (as either may be amended from time to time), or (iv) any action asserting a claim against Presidio governed by the internal affairs doctrine. The foregoing provisions will not apply to any claims arising under the Securities Act or the Exchange Act and, unless Presidio consents in writing to the selection of an alternative forum, the federal district courts of the United States will be the sole and exclusive forum for resolving any action asserting a claim arising under the Securities Act or the Exchange Act.

These choice of forum provisions in the Proposed Certificate of Incorporation may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with Presidio or any of Presidio’s directors, officers, or other employees, which may discourage lawsuits with respect to such claims. There is uncertainty as to whether a court would enforce such provisions, and the enforceability of similar choice of forum provisions in other companies’ charter documents has been challenged in legal proceedings. It is possible that a court could find these types of provisions to be inapplicable or unenforceable, and if a court were to find the choice of forum provision contained in the Proposed Certificate of Incorporation to be inapplicable or unenforceable in an action, Presidio may incur additional costs associated with resolving such action in other jurisdictions, which could harm Presidio’s business, results of operations, and financial condition.

Risks Related to the Business Combination and EQV

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect EQV’s business, including its ability to complete the Business Combination, and results of operations.

EQV is subject to laws and regulations enacted by national, regional and local governments. In particular, EQV is required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on EQV’s business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on EQV’s business, including its ability to complete the Business Combination, and results of operations.

On March 30, 2022, the SEC issued proposed rules relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; effectively limiting the use of projections in SEC filings in connection with proposed business combination transactions; increasing the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940. Some of these rules became effective on July 1, 2024 and will apply to us and may materially adversely affect EQV’s ability to consummate the Business Combination and may increase the costs and time related thereto as well as to Presidio.

Sponsor and the Insiders have agreed to vote in favor of the Business Combination, regardless of how the public shareholders vote.

Sponsor and the Insiders have agreed, among other things, to vote all of their Class B Shares and all other equity securities of EQV entitled to vote on the matter that Sponsor or the Insiders holds (if any), in each case, of record or beneficially as of the date of the Sponsor Letter Agreement, or of which Sponsor or the Insiders acquire record or beneficial ownership after the date of the Sponsor Letter Agreement hereof and prior to the Record Date for the extraordinary general meeting in favor of the transaction proposals and against any action, proposal, transaction, agreement or other matter presented at the extraordinary general meeting that would reasonably be expected to (a) result

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in a breach of EQV’s covenants, agreements or obligations under the Business Combination Agreement, (b) cause any of the conditions to the Closing set forth in Sections 8.1, 8.2 or 8.3 of the Business Combination Agreement not to be satisfied or (c) otherwise materially impede, materially interfere with, materially delay, materially discourage, materially and adversely affect or materially inhibit the timely consummation of, the transactions contemplated by the Business Combination Agreement. No consideration was provided to Sponsor or the Insiders in exchange for agreeing to vote in favor of the Business Combination.

As of the date of this proxy statement/prospectus, the Sponsor and the Insiders own approximately 20.9% of the voting power of the Ordinary Shares (except, with respect to the Domestication Proposal for which the Class B Shares are entitled to ten votes per share, the Sponsor and the Insiders control 71.4% of the voting power of the outstanding Ordinary Shares).

If EQV is deemed to be an investment company for purposes of the Investment Company Act, it could be forced to liquidate and investors in EQV would not be able to participate in any benefits of owning shares in Presidio, including the potential appreciation of Presidio Class A Common Stock following the Business Combination and the EQV warrants would expire worthless.

EQV’s net proceeds of the sale of the Units in the IPO were placed in the Trust Account located in the United States and held in an interest bearing demand deposit account or invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by EQV meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by EQV, until the earlier of (i) the completion of an initial business combination and (ii) EQV’s liquidation.

The holding of these assets in this form, however, is intended to be temporary and for the sole purpose of facilitating the intended business combination. By restricting the investment of the proceeds in this manner, and by focusing its directors’ and officers’ time toward, and operating its business for the purpose of, acquiring and growing businesses for the long term (rather than buying and selling businesses in the manner of a merchant bank or private equity fund or investing in assets for the purpose of achieving investment returns on such assets), EQV intends to avoid being deemed an “investment company” within the meaning of the Investment Company Act. Further, investing in EQV’s securities is not intended for persons who are seeking a return on investments in government securities or investment securities. Instead, the Trust Account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of EQV’s initial business combination; (ii) the redemption of any EQV public shares properly submitted in connection with a shareholder vote to amend the Existing Governing Documents of EQV (A) to modify the substance or timing of its obligation to allow redemption in connection with the Business Combination or to redeem 100% of any EQV public shares if EQV does not complete an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination within the completion window, EQV’s return of the funds held in the Trust Account to the public shareholders as part of its redemption of the EQV public shares. If EQV does not invest the proceeds as described above, it may be deemed to be subject to the Investment Company Act.

If EQV is deemed to be an investment company for purposes of the Investment Company Act and found to have been operating as an unregistered investment company, EQV may not be able to consummate the Business Combination and may be required to change its operations, wind down its operations or register as an investment company under the Investment Company Act. In addition, its activities may be restricted, including (i) restrictions on the nature of its investments; and (ii) restrictions on the issuance of securities, each of which may make it difficult for EQV to complete the Business Combination.

In addition, EQV may have imposed upon it burdensome requirements, including: (i) registration as an investment company; (ii) adoption of a specific form of corporate structure; and (iii) reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

In order not to be regulated as an investment company under the Investment Company Act, unless EQV can qualify for an exclusion, EQV must ensure that it is engaged primarily in a business other than investing, reinvesting or trading in securities and that its activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. EQV is mindful of the SEC’s investment company definition and guidance and intends to complete an initial business combination with an operating business, such as the Business Combination with PIH, and not with an investment company, or to acquire minority interests in other businesses exceeding the permitted threshold.

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The SEC recently provided guidance that the determination of whether a SPAC, like EQV, is an “investment company” under the Investment Company Act is a facts and circumstances determination requiring individualized analysis and depends on a variety of factors, including a SPAC’s duration, asset composition, business purpose and activities. When applying these factors to EQV, EQV does not believe that its principal activities will subject it to the Investment Company Act. To this end, EQV was formed for the purpose of completing an initial business combination with one or more businesses, such as the Business Combination with PIH. Since EQV’s inception, its business has been and will continue to be focused on identifying and completing the Business Combination with PIH, or another initial business combination, and thereafter, operating the post-transaction business or assets for the long term. Further, EQV does not plan to buy businesses or assets with a view to resale or profit from their resale and it does not plan to buy unrelated businesses or assets or to be a passive investor.

EQV is aware of litigation claiming that certain SPACs should be considered investment companies. Although EQV believes that these claims are without merit, it cannot guarantee that EQV will not be deemed to be an investment company and thus subject to the Investment Company Act. If EQV were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which it has not allotted funds and may hinder its ability to complete the Business Combination or may result in its liquidation. If EQV is unable to complete the Business Combination within the required time period under its organizational documents, its public shareholders may receive only approximately $10.61 per share which is based on estimates as of the Record Date, upon the liquidation of the Trust Account. If EQV is forced to liquidate as a result of the foregoing, investors in EQV would not be able to participate in any benefits of owning shares in Presidio, including the potential appreciation of the Presidio Class A Common Stock following the Business Combination and the EQV warrants would expire worthless.

The consummation of the Business Combination is subject to a number of conditions, and if those conditions are not satisfied or waived, the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may not be completed.

The Business Combination Agreement conditions closing of the Business Combination to a number of conditions, including but not limited to, approval of the proposals required to effect the Business Combination by public shareholders, receipt of certain regulatory approvals, effectiveness of the registration statement of which this proxy statement/prospectus is a part, approval of the shares of Presidio Class A Common Stock to be issued to PIH shareholders for listing on a securities exchange, the accuracy of the representations and warranties by both parties (subject to the materiality standards set forth in the Business Combination Agreement), and the performance by both parties of their covenants and agreements (subject to the materiality standards set forth in the Business Combination Agreement). These closing conditions may not be fulfilled in a timely manner or at all, and, accordingly, the Business Combination may not be completed. In addition, the parties can mutually decide to terminate the Business Combination Agreement at any time, before or after shareholder approval, or EQV or PIH may elect to terminate the Business Combination Agreement in certain other circumstances.

Sponsor paid nominal consideration for the Class B Shares they hold. As a result, Sponsor may make a substantial profit if the Business Combination is consummated, even if the shares held by EQV shareholders lose substantial value. For this reason, Sponsor may have a strong economic incentive to approve and complete the Business Combination, even if the Business Combination arguably may not be in the best interests of EQV shareholders.

The personal and financial interests of Sponsor, officers and directors may influence or have influenced their motivation in identifying and selecting a target for an initial business combination, their support for completing the Business Combination and the operation of Presidio following the Business Combination.

Sponsor currently owns 8,750,000 Class B Shares (before giving effect to the Class B Contribution and assuming the Earn-Out Shares vest in full), which were initially acquired prior to the IPO for a purchase price of $0.002 per share, and certain of EQV’s officers have pecuniary interests in such Class B Shares through indirect ownership interests in Sponsor. Such shares had an aggregate market value of approximately $91,962,500 based on the January 8, 2026 Closing Price assuming the conversion of such Class B Shares into Class A Shares. The Existing Governing Documents require EQV to complete an initial business combination (which will be the Business Combination should it occur) by August 8, 2026, unless extended by the EQV shareholders (the “Combination Period”). If an initial business combination is not completed and EQV is forced to wind up, dissolve and liquidate in accordance with the Existing Governing Documents, the 8,750,000 Class B Shares currently held by Sponsor (before giving effect to the Class B Contribution and assuming the Earn-Out Shares vest in full) will be worthless (as the holders have waived liquidation rights with respect to such Class B Shares).

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Sponsor, directors and officers, and their respective affiliates have incurred significant out-of-pocket expenses in connection with performing due diligence on suitable targets for business combinations and the negotiation of the Business Combination. At the Closing of the Business Combination, Sponsor, EQV’s directors and officers, and their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on EQV’s behalf such as identifying potential target businesses and performing due diligence on suitable targets for business combinations. If an initial business combination is not completed prior to August 6, 2026 (or such later date as approved by the EQV shareholders), Sponsor, EQV’s directors and officers, or any of their respective affiliates will not be eligible for any such reimbursement.

The exercise of EQV’s directors’ and executive officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether changes to the terms of the Business Combination or waivers of conditions are appropriate and in the EQV shareholders’ best interest.

In the period leading up to the closing of the Business Combination, events may occur that, pursuant to the Business Combination Agreement, may require EQV to agree to amend the Business Combination Agreement, to consent to certain actions taken by PIH or to waive rights that EQV is entitled to under the Business Combination Agreement. Such events could arise because of changes in the course of PIH’s business, a request by PIH to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on PIH’s business and would entitle EQV to terminate the Business Combination Agreement. In any of such circumstances, it would be at EQV’s discretion, acting through the EQV Board, to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is best for EQV and its shareholders and what he or they may believe is best for himself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, EQV does not believe there will be any changes or waivers that EQV’s directors and executive officers would be likely to make after shareholder approval of the Business Combination Proposal has been obtained. While certain changes could be made without further shareholder approval, EQV will circulate a new or amended proxy statement/prospectus and resolicit the EQV shareholders if changes to the terms of the transaction that would have a material impact on its shareholders are required prior to the vote on the Business Combination Proposal.

Some of the EQV, EQVR and PIH officers and directors may be argued to have conflicts of interest that may influence them to support or approve the Business Combination without regard to your interests.

In considering the recommendation of EQV’s Board to vote in favor of the Business Combination, shareholders should be aware that aside from their interests as shareholders, the Sponsor and certain of directors and officers of EQV and EQVR have interests in the Business Combination that may be different from, or in addition to, those of other shareholders generally. The EQV Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination, approving the Business Combination and in recommending to shareholders that they approve the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

•        the fact that the Sponsor and EQV directors and officers have agreed not to redeem any Ordinary Shares held by them in connection with a shareholder vote to approve a proposed initial business combination;

•        the fact that our Sponsor paid an aggregate of $25,000 for the Class B Shares, and upon the completion of the Business Combination, the Class B Shares will convert into Presidio Class A Common Stock at a conversion rate that entitles the holders of such Class B Shares to continue to own, in the aggregate, approximately 10.0% of the Presidio Class A Common Stock (after giving effect to the Class B Contribution, assuming that the Earn-Out Shares vest in full and assuming the No Redemption Scenario). As a result, our Sponsor ultimately expects to receive up to 7,622,037 shares of Presidio Class A Common Stock (giving effect to the Class B Contribution and assuming the Earn-Out Shares vest in full) in connection with the conversion of the Class B Shares in connection with the Business Combination and such securities will have a significantly higher value at the time of the Business Combination which, if unrestricted and freely tradable, would be valued at approximately $80,107,609 based on the January 8, 2026 Closing Price, resulting in a theoretical gain of approximately $80,082,609, but, given the restrictions on such shares, EQV believes such shares have less value. If the Business Combination is not consummated, the Sponsor will not realize such theoretical gain;

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•        the fact that the Sponsor and EQV directors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Class B Shares held by them if EQV fails to complete an initial business combination by August 8, 2026 (unless extended);

•        the fact that our Sponsor paid an aggregate of $4,000,000 for its 400,000 Private Placement Units consisting of Class A Shares and EQV private placement warrants and that such EQV private placement warrants underlying such units will expire worthless if a business combination is not consummated by August 8, 2026 (unless extended);

•        the fact that up to an aggregate amount of $1,500,000 of any amounts outstanding under any working capital loans made by our Sponsor or any of its affiliates to EQV may be converted into Private Placement Units at a price of $10.00 per Private Placement Unit at the option of the lender;

•        the fact that certain of EQV’s officers and directors, other than EQV’s independent directors, collectively own, directly or indirectly, a material interest in the Sponsor;

•        the fact that the Sponsor will have the right to designate two directors so long as they own in the aggregate greater than 20% of Presidio’s common equity and one director so long as they own in the aggregate greater than 10% of Presidio’s common equity;

•        the fact that following the consummation of the Business Combination, Presidio will acquire all of the issued and outstanding equity interests of EQVR via merger pursuant to the EQVR Merger Agreement for consideration of (i) 3,422,260 shares of Presidio Class A Common Stock issued to EQVR Intermediate, which would be valued at approximately $35,967,953 based on the January 8, 2026 Closing Price and (ii) a cash payment sufficient to repay EQVR’s indebtedness at closing of the EQVR Acquisition, which the Company anticipates to be $25,000,000 as of the Closing Date (such figure includes an anticipated pre-Closing paydown of such indebtedness);

•        the fact that Jerry Silvey, Jerome C. Silvey, Jr. and Tyson Taylor, members of the EQV Board, also constitute the board of managers of the Sponsor and serve on the board of the entity that controls EQVR;

•        the fact that certain directors and officers of EQV and EQVR own indirect equity interests in EQVR, which have no liquid trading market, and as a consequence of the EQVR Acquisition will have an indirect interest in publicly tradeable securities, such that: (i) Jerry Silvey is expected to indirectly own 1,370,565 shares of Presidio Class A Common Stock, which would be valued at approximately $14,404,638 based on the January 8, 2026 Closing Price; (ii) Grant Raney is expected to indirectly own 99,246 shares of Presidio Class A Common Stock, which would be valued at approximately $1,043,075 based on the January 8, 2026 Closing Price; and (iii) Tyson Taylor and Will Smith are each expected to indirectly own 41,532 shares of Presidio Class A Common Stock, which would be valued at approximately $436,501 based on the January 8, 2026 Closing Price;

•        the continued indemnification of EQV’s directors and officers under the Existing Governing Documents and the continuation of EQV’s directors’ and officers’ liability insurance after the Business Combination;

•        the fact that our Sponsor and EQV’s officers and directors will lose their entire investment of approximately $4,025,000 in EQV and will not be reimbursed for any loans extended, fees due or out-of-pocket expenses if an initial business combination is not consummated by August 8, 2026 (unless extended). As described above, following the Business Combination, our Sponsor ultimately expects to receive up to 7,622,037 shares of Presidio Class A Common Stock (giving effect to the Class B Contribution and assuming the Earn-Out Shares vest in full) in connection with the conversion of the Class B Shares in connection with the Business Combination and each of EQV’s independent directors held 40,000 Class A Shares. Additionally, our Sponsor purchased 400,000 Private Placement Units simultaneously with the consummation of the IPO for an aggregate purchase price of $4,000,000, which consists of 400,000 Class A Shares and 133,333 EQV private placement warrants. The 7,622,037 shares of Presidio Class A Common Stock expected to be owned by our Sponsor would have had an aggregate market value of approximately $80,107,609 based on the January 8, 2026 Closing Price. The 400,000 Class A Shares held by the Sponsor would have had an aggregate market value of approximately $4,204,000 based on the January 8, 2026 Closing Price, and the 133,333 EQV private placement warrants held by Sponsor would have had an aggregate market value of approximately $62,667 based on the January 8, 2026 Closing Price;

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•        the fact that if the Trust Account is liquidated, including in the event EQV is unable to complete an initial business combination within the required time period, our Sponsor has agreed to indemnify EQV to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which EQV has entered into an acquisition agreement or claims of any third party for services rendered or products sold to EQV, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

•        the fact that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;

•        the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other EQV shareholders experience a negative rate of return in the post-business combination company; and

•        the terms and provisions of the Related Agreements as set forth in detail under “Business Combination Proposal — Related Agreements”.

These interests may influence our directors in making their recommendations that you vote in favor of the approval of the Business Combination.

In considering the recommendation of the EQV Board to vote in favor of the Business Combination, shareholders should also be aware that certain members of management and the board of directors of PIH may have interests in the Business Combination that are different from those of the public shareholders. These interests may include, among other things, the fact that certain members of management and the board of directors of PIH will be (i) issued an aggregate of 562,746 shares of Presidio Class A Common Stock (or securities convertible into Presidio Class A Common Stock) having a value of approximately $5,914,460 (based on the January 8, 2026 Closing Price) for no additional consideration in exchange for the Sponsor’s contribution of 562,746 Class B Shares to EQV as a contribution to capital at Closing, (ii) granted representation on the board at Closing, (iii) entering into employment agreements at Closing and (iv) granted customary indemnification rights.

For more information, see “The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

Subsequent to the completion of the Business Combination, Presidio may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition and its share price, which could cause you to lose some or all of your investment.

EQV cannot assure you that the due diligence EQV has conducted on PIH will reveal all material issues that may be present with regard to PIH, or that factors outside of EQV’s or PIH’s control will not later arise. As a result of unidentified issues or factors outside of EQV’s or PIH’s control, Presidio may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in reporting losses. Even if EQV’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with the preliminary risk analysis conducted by EQV. Even though these charges may be non-cash items that would not have an immediate impact on Presidio’s liquidity, the fact that Presidio reports charges of this nature could contribute to negative market perceptions about Presidio or its securities. In addition, charges of this nature may cause Presidio to violate leverage or other covenants to which it may be subject. Accordingly, any public shareholders who choose to remain public shareholders following the Business Combination could suffer a reduction in the value of their public shares from any such write-down or write-downs.

PIH has been and may continue to be subject to changing economic or market conditions.

The EQV Board in August 2025 approved EQV’s entry into the Business Combination Agreement and the Business Combination, and has unanimously recommended the EQV shareholders vote or give instruction to vote “FOR” each of these Proposals. Shareholders should be aware that since that date PIH’s business has been and will continue to be subject to changing economic or market conditions and a number of other events and factors such as those listed in “Risk Factors — Risks Related to PIH’s Business and to Presidio’s Business Following the Business Combination”, many of which are beyond EQV’s and PIH’s control. Such adverse or changing economic or market conditions and other events and factors may adversely affect Presidio’s business, financial condition and results of operations and/or the stock price of Presidio following the Business Combination. In addition, if PIH expands its business internationally and does business

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cross-border in the future, any unfavorable government policies on international trade, such as capital controls or tariffs, may affect the demand for PIH’s services, impact PIH’s competitive position, or prevent PIH from being able to conduct business in certain countries. If any new tariffs, legislation, or regulations are implemented, or if existing trade agreements are renegotiated, such changes could adversely affect PIH’s business, financial condition, and results of operations.

EQV shareholders will experience dilution due to the issuance to PIH Rollover Holders of securities entitling them to a significant voting stake in Presidio.

Based upon the assumptions described under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information,” the current public shareholders and Sponsor would hold in the aggregate approximately 57.0% and 10.0%, respectively, of the outstanding economic interests in Presidio (in each case, assuming no redemptions by the public shareholders), following the consummation of the Business Combination. Assuming maximum redemptions by the public shareholders and subject to the other assumptions described under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information,” the public shareholders and Sponsor would hold in the aggregate approximately 12.5% and 20.3%, respectively, of the outstanding economic interests in Presidio following the consummation of the Business Combination. Without limiting the other assumptions described under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information,” these ownership percentages do not take into account:

•        any warrants to purchase the Presidio Class Common Stock that will be outstanding following the Business Combination; and

•        any equity awards that may be issued by Presidio.

If any Class A Shares are redeemed in connection with the Business Combination, the percentage of Presidio’s outstanding voting stock held by the current holders of EQV will decrease relative to the percentage held if none of the Class A Shares are redeemed. To the extent that any of the outstanding EQV warrants are exercised, the public shareholders may experience substantial dilution. Public shareholders will also experience dilution in ownership of Presidio after the Closing as a result of future equity and equity-linked issuances by Presidio, which the Company may grant or issue from time to time.

EQV has no operating history and is subject to a mandatory liquidation and subsequent dissolution requirement. As such, there is a risk that EQV will be unable to continue as a going concern if it does not consummate an initial business combination by August 8, 2026 (unless extended by the EQV shareholders). If EQV is unable to effect an initial business combination by August 8, 2026, EQV will be forced to liquidate and the EQV warrants will expire worthless.

EQV is a blank check company, and as such it has no operating history and is subject to a mandatory liquidation and subsequent dissolution requirement. There is a risk that EQV will be unable to continue as a going concern if it does not consummate an initial business combination by August 8, 2026 (unless extended by public shareholders). Unless EQV amends its Existing Governing Documents and certain other agreements into which EQV has entered to expand the life of EQV, if EQV does not complete an initial business combination by August 8, 2026, EQV will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to EQV for permitted withdrawals and to pay its income taxes, if any, divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of EQV’s remaining shareholders and the EQV Board, liquidate and dissolve, subject in the case of prong (ii) and this prong (iii), to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the EQV warrants, which will expire and be worthless if EQV fails to consummate an initial business combination by August 6, 2026, or such later date as may be approved by the EQV shareholders. The Existing Governing Documents provide that, if it winds up for any other reason prior to the consummation of the initial business combination, EQV will follow the foregoing procedures in prongs (ii) and (iii) above with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. In such case, based on the amount of funds on deposit in the Trust Account as of January 8, 2026, the EQV shareholders would receive only approximately $10.59 per share upon the redemption of their public shares and their EQV warrants would expire worthless.

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The fairness opinion relating to the EQVR Acquisition is subject to certain assumptions, qualifications and limitations, and does not reflect subsequent changes.

At the request of a special committee of the EQV Board, Kroll, LLC (“Kroll”), operating through its Duff & Phelps Opinions Practice (“Duff & Phelps”), provided an opinion as to whether, as of the date thereof, and based upon and subject to certain procedures, assumptions, qualifications and limitations, the EQVR Acquisition is fair, from a financial point of view, to EQV and the EQV shareholders. This opinion, which is attached as Annex Q to this proxy statement/prospectus, is not a recommendation on how the EQV shareholders should vote on the proposals and does not reflect changes that may occur or may have occurred since July 25, 2025, the date of the opinion, including changes to the operations and prospects of EQV, PIH or EQVR, changes in general market and economic conditions or regulatory or other factors. Any such changes, or other factors on which the opinion is based, may materially alter or affect the relative values of EQV, PIH or EQVR. Moreover, the fairness opinion is limited to the EQVR Acquisition, and is not intended to address and does not address the fairness of the Business Combination.

EQV has not obtained an opinion from an independent investment banking firm or another independent firm as to the fairness of the Business Combination, and consequently, you may have no assurance from an independent source that the terms of the Business Combination are fair to EQV from a financial point of view.

The EQV Board did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Business Combination. EQV is not required to obtain an opinion from an independent investment banking firm that is a member of FINRA or from another independent firm that the price it is paying for PIH is fair to EQV from a financial point of view. In analyzing the Business Combination, the EQV Board and EQV’s management conducted due diligence on PIH and researched the industry in which PIH operates and concluded that the Business Combination was in the best interest of its shareholders. Accordingly, the EQV shareholders will be relying solely on the judgment of the EQV Board in determining the value of the Business Combination, and the EQV Board may not have properly valued such business. The lack of third-party valuation or fairness opinion may also lead an increased number of public stockholders to vote against the Business Combination or demand redemptions of their public shares, which could potentially impact our ability to consummate the Business Combination. For more information about our decision-making process, see “The Business Combination Proposal.”

Because the market price of shares of Presidio Class A Common Stock will fluctuate, PIH’s stockholders cannot be certain of the value of the merger consideration they will receive until the Closing of the Business Combination.

Upon completion of the Business Combination, each share of PIH common stock will be converted into the right to receive shares of Presidio Class A Common Stock. The stock component of the merger consideration is that PIH stockholders will receive a fixed number of shares of Presidio Class A Common Stock; it is not a number of shares with a particular fixed market value. The market price of Presidio Class A Common Stock at the Closing of the Business Combination may vary significantly from its price on the date the Business Combination Agreement was executed or on other dates. Stock price changes may result from a variety of factors, including changes in the business, operations, or prospects of EQV, regulatory considerations, and general business, market, industry, or economic conditions. Many of these factors are outside of the control of EQV and PIH.

EQV has a limited ability to assess the management of PIH’s business and, as a result, cannot assure you that PIH’s management has all the skills, qualifications, or abilities to manage a public company.

EQV’s ability to assess PIH’s management may be limited due to a lack of time, resources, or information. EQV’s assessment of the capabilities of PIH’s management, therefore, may prove to be incorrect, and PIH management may lack the skills, qualifications, or abilities that EQV believed PIH’s management had. Should PIH’s management not possess the skills, qualifications, or abilities necessary to manage a public company, the operations and profitability of Presidio post-Business Combination may be negatively impacted.

Public shareholders will have a reduced ownership and voting interest after the Business Combination and the EQVR Acquisition and will exercise less influence over management.

Upon the issuance of the shares of Presidio Class A Common Stock to PIH and EQVR shareholders, the percentage ownership of current public shareholders will be diluted. Additionally, of the expected nine members of the Presidio Board after the completion of the Business Combination, two will be appointed by EQV prior to the Closing. Because of this, current public shareholders, as a group, will have less influence on the directors, management, and policies of Presidio than they now have on the board of directors, management, and policies of EQV.

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Presidio Class A Common Stock price may change significantly following the Business Combination due to factors different from those currently affecting the prices of the public shares, and you could lose all or part of your investment as a result.

The trading price of Presidio Class A Common Stock is likely to be volatile. The stock market recently has experienced extreme volatility. This volatility often has been unrelated or disproportionate to the operating performance of particular companies. You may not be able to resell your shares of the Presidio Class A Common Stock at an attractive price due to a number of factors such as those listed in “Risk Factors — Risks Related to PIH’s Business and to Presidio’s Business Following the Business Combination” and the following:

•        results of operations that vary from the expectations of securities analysts and investors;

•        results of operations that vary from those of Presidio’s competitors;

•        changes in expectations as to Presidio’s future financial performance, including financial estimates and investment recommendations by securities analysts and investors;

•        declines in the market prices of stocks generally;

•        strategic actions by Presidio or its competitors;

•        announcements by Presidio or its competitors of significant contracts, acquisitions, joint ventures, other strategic relationships or capital commitments;

•        any significant change in Presidio’s management;

•        changes in general economic or market conditions or trends in Presidio’s industry or markets;

•        changes in business or regulatory conditions, including new laws or regulations or new interpretations of existing laws or regulations applicable to Presidio’s business;

•        future sales of Presidio Class A Common Stock or other securities;

•        investor perceptions of the investment opportunity associated with Presidio Class A Common Stock relative to other investment alternatives;

•        the public’s response to press releases or other public announcements by Presidio or third parties, including Presidio’s filings with the SEC;

•        litigation involving Presidio, Presidio’s industry, or both, or investigations by regulators into the Presidio Board, Presidio’s operations or those of Presidio’s competitors;

•        guidance, if any, that Presidio provides to the public, any changes in this guidance or Presidio’s failure to meet this guidance;

•        the development and sustainability of an active trading market for Presidio Class A Common Stock;

•        actions by institutional or activist stockholders;

•        changes in accounting standards, policies, guidelines, interpretations or principles; and

•        other events or factors, including those resulting from pandemics, natural disasters, war, acts of terrorism or responses to these events.

These broad market and industry fluctuations may adversely affect the market price of Presidio Class A Common Stock, regardless of Presidio’s actual operating performance. In addition, price volatility may be greater if the public float and trading volume of Presidio Class A Common Stock is low.

The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus is for illustrative purposes only and the actual financial condition and results of operations after the Business Combination may differ materially.

The unaudited pro forma financial information included herein is presented for illustrative purposes only and is not necessarily indicative of what Presidio’s actual financial position or results of operations would have been had the Business Combination and the EQVR Acquisition been completed on the date(s) indicated. The preparation of the

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pro forma financial information is based upon available information and certain assumptions and estimates that EQV, EQVR and PIH currently believe are reasonable. The unaudited pro forma condensed combined financial information for Presidio following the Business Combination and the EQVR Acquisition in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the Business Combination and the EQVR Acquisition been completed on the dates indicated. See “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate and other factors may affect Presidio’s financial condition or results of operations following the Closing. Any potential decline in Presidio’s financial condition or results of operations may cause significant variations in the stock price of Presidio.

We cannot assure you that the Presidio Class A Common Stock will be approved for listing on NYSE or that Presidio will be able to comply with the continued listing standards of NYSE.

The Presidio Class A Common Stock and Presidio warrants are expected to be listed on NYSE under the symbols “FTW” and “FTW WS,” respectively, upon the Closing and the corresponding delisting of EQV in connection therewith. Presidio’s continued eligibility for listing may depend on the number of public shares that are redeemed. If, after the Business Combination, NYSE delists the Presidio Class A Common Stock from trading on its exchange for failure to meet the listing standards and Presidio is not able to list such securities on another national securities exchange, Presidio expects such securities could be quoted on an over-the-counter market. If this were to occur, Presidio and its stockholders could face significant material adverse consequences including:

•        a limited availability of market quotations for Presidio’s securities;

•        reduced liquidity for Presidio’s securities;

•        a determination that the Presidio Class A Common Stock is a “penny stock,” which will require brokers trading the Presidio Class A Common Stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for shares of Presidio Class A Common Stock;

•        a limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

EQV, EQVR and PIH will be subject to business uncertainties while the Business Combination and the EQVR Acquisition is pending.

Uncertainty about the closing or effect of the Business Combination and the EQVR Acquisition may affect the relationship between EQV, EQVR and PIH and their respective suppliers, users, distributors, licensors, and licensees during the pendency of the Business Combination and the EQVR Acquisition. Any such impact may have an adverse effect on EQV, EQVR or PIH, and consequently on Presidio. These uncertainties may cause parties that deal with EQV, EQVR or PIH to seek to change existing business relationships with them and to delay or defer decisions concerning EQV, EQVR or PIH. Changes to existing business relationships, including termination or modification, could negatively affect each of EQV’s, EQVR’s and PIH’s revenue, earnings and cash flow, as well as the market price of the public shares. Adverse effects arising from the pendency of the Business Combination and the EQVR Acquisition could be exacerbated by any delays in closing of the Business Combination and the EQVR Acquisition or termination thereof.

Additionally, the attention of EQV’s, EQVR’s and PIH’s management may be directed towards the completion of the Business Combination and the EQVR Acquisition, including obtaining regulatory approvals and other transaction-related considerations, and may be diverted from the day-to-day business operations of EQV, EQVR and PIH, as applicable, and matters related to the Business Combination and the EQVR Acquisition may require commitments of time and resources that could otherwise have been devoted to other opportunities that might have been beneficial to EQV, EQVR and PIH, as applicable. Further, the Business Combination and the EQVR Acquisition may give rise to potential liabilities, including as a result of pending and future stockholder lawsuits relating to the Business Combination and the EQVR Acquisition. Any of these matters could adversely affect the businesses, financial condition, or results of operations of EQV, EQVR and PIH.

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During the pendency of the Business Combination and the EQVR Acquisition, EQV, EQVR and PIH may not be able to enter into a business combination with another party because of restrictions in the Business Combination Agreement and the EQVR Merger Agreement, which could adversely affect their respective businesses. Furthermore, certain provisions of the Business Combination Agreement and the EQVR Merger Agreement may discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Business Combination Agreement and the EQVR Merger Agreement.

Covenants in the Business Combination Agreement and the EQVR Merger Agreement impede the ability of EQV, EQVR and PIH to make acquisitions or complete other transactions that are not in the ordinary course of business pending completion of the Business Combination and the EQVR Acquisition. As a result, if the Business Combination and the EQVR Acquisition are not completed, the parties may be at a disadvantage to their competitors during that period. In addition, while the Business Combination Agreement and the EQVR Merger Agreement are in effect, each party is generally prohibited from soliciting, initiating, encouraging or entering into certain extraordinary transactions, such as a merger, sale of assets or other business combination outside the ordinary course of business, with any third party. Any such transactions could be favorable to such party’s shareholders or stockholders, respectively.

Third parties may terminate or alter existing contracts or relationships with EQV, EQVR or PIH.

EQV, EQVR and PIH have contracts with distributors, affiliates, landlords, licensors, and other business partners that may require EQV, EQVR or PIH, as applicable, to obtain consent from these other parties in connection with the Business Combination and the EQVR Acquisition. If these consents cannot be obtained, the counterparties to these contracts and other third parties with which EQV, EQVR or PIH currently have relationships may have the ability to terminate, reduce the scope of, or otherwise materially adversely alter their relationships with either or both parties in anticipation of the Business Combination and the EQVR Acquisition, or with Presidio following the Business Combination and the EQVR Acquisition. The pursuit of such rights may result in EQV, EQVR, PIH, or Presidio suffering a loss of potential future revenue or incurring liabilities in connection with a breach of such agreements and losing rights that are material to its business. Any such disruptions could limit Presidio’s ability to achieve the anticipated benefits of the Business Combination and the EQVR Acquisition. The adverse effect of such disruptions could also be exacerbated by a delay in the closing of the Business Combination and the EQVR Acquisition or the termination thereof.

Termination of the Business Combination Agreement could negatively impact EQV and PIH.

If the Business Combination is not completed for any reason, including as a result of public shareholders declining to approve the proposals required to effect the Business Combination, the ongoing businesses of PIH and EQV may be adversely impacted and, without realizing any of the anticipated benefits of completing the Business Combination, PIH and EQV would be subject to a number of risks, including the following:

•        PIH or EQV may experience negative reactions from the financial markets, and EQV may experience a negative reaction to its stock price (including to the extent that current market prices reflect a market assumption that the Business Combination will be completed);

•        PIH may experience negative reactions from its customers, vendors, and employees;

•        PIH and EQV will have incurred substantial expenses and will be required to pay certain costs relating to the Business Combination, whether or not the Business Combination is completed; and

•        since the Business Combination Agreement restricts the conduct of PIH’s and EQV’s businesses prior to the completion of the Business Combination, each of PIH and EQV may not have been able to take certain actions during the pendency of the Business Combination that would have benefitted it as an independent company, and the opportunity to take such actions may no longer be available. See “The Business Combination Proposal — The Business Combination Agreement — Representations and Warranties.”

If the Business Combination Agreement is terminated and the EQV Board seeks another merger or business combination, public shareholders cannot be certain that EQV will be able to find another acquisition target that would constitute a business combination or that such other merger or business combination will be completed. See “The Business Combination Proposal — The Business Combination Agreement — Termination.”

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PIH directors and officers may have interests in the Business Combination different from the interests of PIH stockholders.

The executive officers of PIH negotiated the terms of the Business Combination Agreement with the executive officers of EQV. In considering this and the other information contained in this proxy statement/prospectus, you should be aware that PIH executive officers and directors may have financial interests in the Business Combination that may be different from, or in addition to, the interests of PIH stockholders. See “The Business Combination Proposal — The Business Combination Agreement — Interests of Certain Persons in the Business Combination.”

EQV and PIH may be materially adversely affected by negative publicity related to the Business Combination and in connection with other matters.

From time to time, political and public sentiment in connection with the Business Combination and in connection with other matters could result in a significant amount of adverse press coverage and other adverse public statements affecting EQV and PIH. Adverse press coverage and other negative publicity, whether or not driven by political or public sentiment, may also result in investigations by regulators, legislators and law enforcement officials or ultimately in legal claims. Responding to these investigations and lawsuits, regardless of the ultimate outcome of the proceeding, can divert the time and effort of senior management from the management of EQV’s and PIH’s respective businesses.

Addressing any adverse publicity, governmental scrutiny, or enforcement or other legal proceedings is time consuming and expensive and, regardless of the factual basis for the assertions being made, could have a negative impact on the reputation of EQV and PIH, on the morale and performance of their employees, and on their relationships with regulators. It may also have an adverse impact on their ability to take timely advantage of various business and market opportunities. The direct and indirect effects of negative publicity, and the demands of responding to and addressing it, may have a material adverse effect on EQV’s and PIH’s respective businesses, financial condition, and results of operations.

The Business Combination Agreement contains provisions that may discourage other companies from attempting to acquire PIH for greater merger consideration.

The Business Combination Agreement contains provisions that may discourage a third party from submitting a business combination proposal to PIH that might result in greater value to PIH stockholders than the Business Combination with EQV or may result in a potential competing acquirer proposing to pay a lower per share price to acquire PIH than it might otherwise have proposed to pay absent such provisions. These provisions include a general prohibition on PIH from soliciting, or, subject to certain exceptions, entering into discussions with any third party regarding any acquisition proposal or offers for competing transactions.

Because EQV is incorporated under the laws of the Cayman Islands, in the event the Business Combination is not completed, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.

Because EQV is currently incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests and your ability to protect your rights through the U.S. Federal courts may be limited prior to the Domestication. EQV is currently an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon EQV’s directors or officers, or enforce judgments obtained in the United States courts against EQV’s directors or officers.

Until the Domestication is effected, EQV’s corporate affairs are governed by the Existing Governing Documents, the Cayman Islands Companies Act and the common law of the Cayman Islands. The rights of public shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of its directors to EQV under the laws of the Cayman Islands are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of the EQV shareholders and the fiduciary responsibilities of its directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a U.S. Federal court.

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The courts of the Cayman Islands are unlikely (i) to recognize or enforce against EQV judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against EQV predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

The public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the EQV Board or controlling shareholders than they would as shareholders of a United States company.

Presidio’s business and operations could be negatively affected if it becomes subject to any securities litigation or shareholder activism, which could cause Presidio to incur significant expense, hinder execution of business and growth strategy and impact its stock price.

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Shareholder activism could take many forms or arise in a variety of situations. Volatility in the stock price of Presidio’s Class A Common Stock or other reasons may in the future cause it to become the target of securities litigation or shareholder activism. Securities litigation and shareholder activism, including potential proxy contests, could result in substantial costs and divert management’s and the Presidio Board’s attention and resources from Presidio’s business. Additionally, such securities litigation and shareholder activism could give rise to perceived uncertainties as to Presidio’s future, adversely affect its relationships with service providers and make it more difficult to attract and retain qualified personnel. Also, Presidio may be required to incur significant legal fees and other expenses related to any securities litigation and activist shareholder matters. Further, its stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and shareholder activism.

In connection with the Business Combination, Sponsor and EQV’s directors, executive officers, advisors and their affiliates may elect to purchase EQV public shares from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of the public shares.

In connection with the Business Combination, Sponsor and EQV’s directors, executive officers, advisors or their affiliates may purchase EQV public shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation to do so. There is no limit on the number of EQV public shares Sponsor, EQV’s directors, officers, advisors or any of their respective affiliates may purchase in such transactions, subject to compliance with applicable law. Any such privately negotiated purchases may be effected at purchase prices that are not higher than the per share pro rata portion of the Trust Account. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase EQV public shares in such transactions. None of Sponsor or EQV’s directors, officers, advisors or any of their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller of such EQV public shares or during a restricted period under Regulation M under the Exchange Act. Such a purchase could include a contractual acknowledgement that such EQV shareholder, although still the record holder of such EQV public shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. Such purchased shares will not be voted in favor of the Business Combination.

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In the event that Sponsor and EQV’s directors, executive officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their public shares. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. If such arrangements or agreements are entered into, EQV will file a Current Report on Form 8-K prior to the extraordinary general meeting to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons. Any such report will include (i) the amount of shares purchased and the purchase price; (ii) the purpose of such purchases; (iii) the impact of such purchases on the likelihood that the Business Combination will be approved; (iv) the identities or characteristics of security holders who sold shares if not purchased in the open market or the nature of the sellers; and (v) the number of shares for which EQV has received redemption requests.

In addition, if such purchases are made, the public “float” of the public shares or EQV warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

In the event that Sponsor, EQV’s directors, executive officers, advisors, and their affiliates were to purchase public shares from public shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

•        this proxy statement/prospectus would disclose the possibility that Sponsor, EQV’s directors, executive officers, advisors, and their affiliates will purchase public shares from public shareholders outside the redemption process, along with the purpose of such purchases;

•        if Sponsor, EQV’s directors, executive officers, advisors, and their affiliates were to purchase public shares from public shareholders outside the redemption process, they would do so at a price no higher than the price offered through the redemption process;

•        this proxy statement/prospectus would include a representation that any of the public shares purchased by the Sponsor, EQV’s directors, executive officers, advisors, and their affiliates from public shareholders outside the redemption process would not be voted in favor of approving the Business Combination;

•        the Sponsor, EQV’s directors, executive officers, advisors, and their affiliates would not possess any redemption rights with respect to the public shares or, if they do possess such redemption rights, they would waive such rights; and

•        EQV will disclose in a Current Report on Form 8-K, to be filed before the extraordinary general meeting, the following material items:

•        the number of public shares purchased by the Sponsor, EQV’s directors, executive officers, advisors, and their affiliates along with the purchase price for such public shares;

•        the purpose of the purchases of such public shares by the Sponsor, EQV’s directors, executive officers, advisors, and their affiliates;

•        the impact, if any, of the purchases of such public shares by the Sponsor, EQV’s directors, executive officers, advisors, and their affiliates on the likelihood that the Business Combination transaction will be approved and consummated;

•        the identity of the selling shareholders who sold such public shares to the Sponsor, EQV’s directors, executive officers, advisors, and their affiliates (if not purchased on the open market) or the nature of the selling shareholders (e.g., 5% security holders) who sold such public shares to the Sponsor, EQV’s directors, executive officers, advisors, and their affiliates; and

•        the number of public shares for which we have received redemption requests pursuant to our redemption offer.

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There is no guarantee that a public shareholder’s decision whether to redeem its EQV public shares for a pro rata portion of the Trust Account will put such shareholder in a better future economic position.

We cannot assure you as to the price at which a public shareholder may be able to sell the shares of Presidio Class A Common Stock in the future following the completion of the Business Combination. Certain events following the consummation of any business combination, including the Business Combination, may cause an increase in the Presidio stock price, and may result in a lower value realized now than a public shareholder might realize in the future had the shareholder not elected to redeem such shareholder’s EQV public shares. Similarly, if a public shareholder does not redeem his, her, or its shares, such shareholder will bear the risk of ownership of Presidio Class A Common Stock after the consummation of the Business Combination, and there can be no assurance that a shareholder can sell his, her, or its shares of Presidio Class A Common Stock in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. An EQV shareholder should consult his, her, or its own tax or financial advisor for assistance on how this may affect its individual situation.

Furthermore, all outstanding EQV warrants will be converted into Presidio warrants in connection with the Domestication and Business Combination and will continue to be outstanding notwithstanding the actual redemptions. Presidio warrants with an aggregate value of approximately $5,483,333 based on the January 8, 2026 Closing Price will be retained by shareholders regardless of the level of redemptions. The potential for the issuance of a substantial number of shares of Presidio Class A Common Stock upon exercise of these Presidio warrants could make Presidio less attractive to investors. Any such issuance will increase the number of issued and outstanding shares of Presidio Class A Common Stock and result in dilution to the public shareholders that elect not to redeem. Furthermore, the outstanding Presidio warrants could have the effect of depressing the per share price for Presidio Class A Common Stock.

Public shareholders will have their rights as stockholders governed by the organizational documents of Presidio.

As a result of the completion of the Business Combination, holders of public shares will become holders of shares of Presidio Class A Common Stock, which will be governed by the organizational documents of Presidio. As a result, there will be differences between the rights currently enjoyed by public shareholders and the rights of those shareholders who become Presidio stockholders. See the summary comparison chart in the Governing Documents Advisory Proposals.

If third parties bring claims against EQV, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by public shareholders may be less than $10.00 per share.

The deposit of funds in the Trust Account by EQV may not protect those funds from third party claims against EQV. Although EQV has sought to have all vendors, service providers, prospective target businesses, and other entities with which it does business execute agreements with EQV waiving any right, title, interest, or claim of any kind in or to any monies held in the Trust Account for the benefit of the public shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility, or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against EQV’s assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, EQV’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to EQV than any alternative. Making such a request of potential target businesses may make EQV’s acquisition proposal less attractive to them and, to the extent prospective target businesses refuse to execute such a waiver, it may limit the field of potential target businesses that EQV might pursue.

Examples of possible instances where EQV may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts, or agreements with EQV and will not seek recourse against the Trust Account for any reason.

The Sponsor has agreed that it will be liable to EQV if and to the extent any claims by a third party (other than EQV’s independent auditors) for services rendered or products sold to EQV, or a prospective target business with which EQV has discussed entering into a transaction agreement, reduce the amount of funds in Trust Account to below

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(i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under EQV’s indemnity of BTIG against certain liabilities, including liabilities under the Securities Act. Because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only third parties we currently expect to engage would be vendors such as lawyers, investment bankers, computer or information and technical services providers or prospective target businesses. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether the Sponsor has sufficient funds to satisfy their indemnity obligations and believe that the Sponsor’s only assets are securities of EQV; therefore, the Sponsor may not be able to satisfy those obligations. We have not asked the Sponsor to reserve for such obligations. Therefore, EQV cannot assure you that the Sponsor would be able to comply with those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for EQV’s initial business combination and redemptions could be reduced to less than $10.00 per share. In such event, EQV may not be able to complete its initial business combination, and public shareholders would receive such lesser amount per share in connection with any redemption of their EQV public shares. None of EQV’s officers will indemnify EQV for claims by third parties, including, without limitation, claims by vendors and prospective target businesses.

EQV’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public shareholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per share and (ii) the actual amount per share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions in the value of the trust assets, in each case less permitted withdrawals and taxes payable, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against the Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our public shareholders may be reduced below $10.00 per share.

We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.

We agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against the Trust Account for any reason whatsoever (except to the extent they are entitled to funds from the Trust Account due to their ownership of public shares).

Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate an initial business combination (which shall be the Business Combination should it occur). Our obligation to indemnify our officers and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and the public shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

If, after we distribute the proceeds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary or winding-up bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of the EQV Board may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of the EQV Board and us to claims of punitive damages.

If, after we distribute the proceeds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by public shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or

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insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our public shareholders. In addition, the EQV Board may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying shareholders from the Trust Account prior to addressing the claims of creditors.

If, before distributing the proceeds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary or winding-up bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our public shareholders and the per-share amount that would otherwise be received by our public shareholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of the public shareholders. To the extent any bankruptcy or insolvency claims deplete the Trust Account, the per-share amount that would otherwise be received by the public shareholders in connection with our liquidation may be reduced.

The grant of registration rights to certain holders, and the future exercise of such rights may adversely affect the market price of the Presidio Class A Common Stock.

Upon the completion of the Business Combination, the Registration and Stockholders’ Rights Agreement will be entered into by and among Presidio, Sponsor and certain other parties thereto, replacing EQV’s existing registration rights agreement with respect to Sponsor and EQV’s existing independent directors that are signatories thereto. The Registration and Stockholders’ Rights Agreement in substantially the form it will be executed in connection with the Closing is attached to this proxy statement/prospectus as Annex K. Pursuant to the Registration and Stockholders’ Rights Agreement, the Registration Rights Parties, and their permitted transferees and assigns will have customary registration rights (including demand, shelf and piggy-back rights, subject to cooperation and cut-back provisions) with respect to their shares of Presidio Class A Common Stock. We will bear the cost of registering these securities.

The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of the Presidio Class A Common Stock.

EQV may amend the terms of the EQV warrants in a manner that may be adverse to holders of warrants with the approval by the holders of at least 50% of the then outstanding EQV warrants. As a result, the exercise price of the EQV warrants could be increased, the exercise period could be shortened and the number of Class A Shares purchasable upon exercise of an EQV warrant could be decreased, all without approval of each warrant affected.

Our warrants were issued in registered form under an EQV warrant agreement between the Transfer Agent, as warrant agent, and EQV. The warrant agreement provides that the terms of the EQV warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the EQV warrants and the warrant agreement set forth in this proxy statement/prospectus, or defective provision, (ii) removing or reducing EQV’s ability to redeem the EQV warrants or (iii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the EQV warrants in any material respect. The warrant agreement may be amended by the parties thereto with the vote or written consent of the registered holders of the EV warrants of at least 50% of the then outstanding EQV warrants, voting together as a single class, to allow for the EQV warrants to be or continue to be, as applicable, classified as equity in EQV’s financial statements. All other modifications or amendments, including any modification or amendment to increase the warrant price or shorten the exercise period, (a) with respect to the terms of the EQV warrants or any provision of the warrant agreement with respect to the EQV public warrants, will require the vote or written consent of the registered holders of the EQV warrants of at least 50% of the then outstanding EQV public warrants and (b) with respect to the terms of the EQV private placement warrants or any provision of the warrant agreement with respect to the EQV private placement warrants will require the vote or written consent of at least 50% of the then outstanding EQV private placement warrants. Although our ability to amend the terms of the EQV public warrants with the consent of at least 50% of the then-outstanding EQV public

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warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the EQV warrants, convert the EQV warrants into cash, shorten the exercise period or decrease the number of Class A Shares purchasable upon exercise of an EQV warrant.

The outstanding EQV warrants may have an adverse effect on the market price of the Presidio Class A Common Stock.

We issued 11,666,666 EQV warrants as part of the Public Units offered in the IPO, each exercisable to purchase one Class A Share at $11.50 per share. Upon the consummation of the Business Combination, the EQV warrants will entitle the holders to purchase shares of Presidio Class A Common Stock. Such EQV warrants, when exercised, will increase the number of issued and outstanding Presidio Class A Common Stock and reduce the value of the Presidio Class A Common Stock.

Even if we consummate the Business Combination and the EQVR Acquisition, there is no guarantee that the Presidio warrants will ever be in the money, and they may expire worthless.

Upon the Closing, the EQV warrants will become Presidio warrants. The exercise price for the Presidio warrants will be $11.50 per share of Presidio Class A Common Stock, subject to adjustment. There is no guarantee that the Presidio warrants, following the Business Combination and the EQVR Acquisition, will ever be in the money prior to their expiration, and as such, the Presidio warrants may expire worthless.

The Presidio public warrants may be redeemed prior to their exercise at a time that is disadvantageous to a holder of Presidio public warrants.

Presidio may redeem outstanding Presidio public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, if the closing price of Presidio Class A Common Stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders, and if certain other conditions are met. If and when the Presidio public warrants become redeemable, Presidio may exercise its redemption right even if Presidio is unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, Presidio may redeem the Presidio public warrants even if the holders are otherwise unable to exercise such warrants. Redemption of the outstanding Presidio public warrants could force a holder of Presidio public warrants to: (i) exercise their Presidio public warrants and pay the exercise price therefor at a time when it may be disadvantageous for such holder to do so; (ii) sell their Presidio public warrants at the then-current market price when such holder might otherwise wish to hold their Presidio public warrants; or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of the Presidio public warrants.

Our ability to require holders of Presidio public warrants to exercise such warrants on a cashless basis after we call the Presidio public warrants for redemption will cause holders to receive fewer shares of Presidio Class A Common Stock upon exercise than they would have received had they been able to pay the exercise price of their Presidio public warrants in cash.

If we call the Presidio public warrants for redemption, we may require all holders that wish to exercise Presidio public warrants to do so on a cashless basis. If we elect to require holders to exercise their Presidio public warrants on a cashless basis or if holders elect to do so when there is no effective registration statement, the number of shares of Presidio Class A Common Stock received by a holder upon exercise will be less than if such holder exercised his or her warrant for cash. For example, if the holder is exercising 875 Presidio public warrants at $11.50 per share through a cashless exercise when the Presidio Class A Common Stock has a fair market value of $17.50 per share, then upon the cashless exercise the holder will receive 300 shares of Presidio Class A Common Stock. The holder would have received 875 shares of Presidio Class A Common Stock if the exercise price was paid in cash. This will have the effect of reducing the potential “upside” of the holder’s investment in us because the warrant holder will hold a smaller number of shares of Presidio Class A Common Stock upon a cashless exercise of the Presidio public warrants.

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Public shareholders who redeem their public shares may continue to hold any EQV warrants they own, which results in additional dilution to non-redeeming holders upon exercise of the EQV warrants.

Public shareholders who redeem their public shares may continue to hold any EQV warrants they owned prior to redemption and if such warrants were separated out of the Public Units, which results in additional dilution to non-redeeming holders upon exercise of such EQV warrants. Assuming (i) all redeeming public shareholders acquired units in the IPO and continue to hold the EQV warrants that were included in the units, and (ii) EQV warrants would be retained by redeeming public shareholders with a value of approximately $5,483,333 based on the January 8, 2026 Closing Price. As a result, the redeeming public shareholders would recoup their entire investment and continue to hold EQV warrants, while non-redeeming public shareholders would suffer additional dilution in their percentage ownership and voting interest in Presidio upon exercise of the EQV warrants held by redeeming public shareholders.

The ability of public shareholders to exercise redemption rights may prevent EQV from completing the Business Combination or optimizing its capital structure.

EQV does not know how many public shareholders will ultimately exercise their redemption rights in connection with the Business Combination. As such, the Business Combination is structured based on certain assumptions as to the number of public shares that will be submitted for redemption. If a higher number of public shares are ultimately submitted for redemption, EQV may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account or arrange for additional third-party financing. Raising additional financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. These considerations may limit our ability to complete the Business Combination or optimize Presidio’s capital structure.

There may be significant redemptions by EQV’s public shareholders in connection with the Business Combination, which may leave Presidio under-capitalized.

As of January 8, 2026, there was approximately $370,528,054 in the Trust Account. There can be no assurances that we will be able to retain all of the cash in the Trust Account. In particular, if a significant number of public shareholders exercise their redemption right in connection with the Business Combination, the amount of cash left remaining in the Trust Account upon consummation of the Business Combination will be lower than contemplated. Any such shortfall will reduce the amount of available working capital for Presidio, which may materially and adversely affect Presidio’s business, financial condition and results of operations.

There is substantial doubt about EQV’s ability to continue as a “going concern.”

The date by which EQV must consummate an initial business combination is currently August 8, 2026. There can be no assurance that EQV will be able to consummate an initial business combination by this time or that EQV will be able to successfully extend the date by which EQV must consummate an initial business combination. If an initial business combination is not consummated by August 8, 2026, there will be a mandatory liquidation of the Trust Account. Accordingly, EQV’s management has determined that the mandatory liquidation of the Trust Account, should an initial business combination not occur, raises substantial doubt about EQV’s ability to continue as a going concern.

The financial statements contained elsewhere in this proxy statement/prospectus do not include any adjustments that might result from our inability to continue as a going concern. Please see the section of this proxy statement/prospectus entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of EQV — Liquidity, Capital Resources and Going Concern” for additional information.

Certain members of Presidio’s management team have limited experience in operating a public company.

Presidio’s executive officers have limited experience in the management of a publicly traded company. Presidio’s management team may not successfully or effectively manage a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies may be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to the management and growth of Presidio. Presidio may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal control over financial reporting required of public companies in the United States. The development and implementation of the standards and controls necessary for

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Presidio to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected. It is possible that we will be required to expand our employee base and hire additional employees to support our operations as a public company which will increase our operating costs in future periods.

If we fail to develop or maintain an effective system of internal controls over financial reporting, we may not be able to report our financial results accurately and timely or prevent fraud, which may result in material misstatements in our financial statements or failure to meet our periodic reporting obligations. As a result, current and potential stockholders could lose confidence in our financial reporting, which would harm our business and the trading price of our Class A common stock.

We have not historically been required to complete, and have not completed, an assessment of the effectiveness of our internal controls over financial reporting, and our independent registered public accounting firm was not required to, and did not, conduct an audit of our internal controls over financial reporting as of December 31, 2024 or 2023. Our internal controls over financial reporting do not currently meet all the standards contemplated by Section 404 of SOX (“Section 404”). Accordingly, we cannot assure you that we have identified all, or that we will not in the future have additional, material weaknesses. If we are not able to implement the requirements of Section 404 in a timely manner or with adequate compliance at the time required, this may cause us to be unable to report on a timely basis and thereby subject us to adverse regulatory consequences, including sanctions by the SEC or violations of applicable stock exchange listing rules.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Effective internal controls are necessary for us to provide reliable financial reports, prevent fraud and operate successfully as a public company. If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results may be harmed. We cannot be certain that our efforts to develop and maintain our internal controls will be successful, that we will be able to maintain adequate controls over our financial processes and reporting in the future or that we will be able to comply with our obligations under Section 404. Any failure to develop or maintain effective internal controls, or difficulties encountered in implementing or improving our internal controls, could harm our operating results or cause us to fail to meet our reporting obligations. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which would likely have a negative effect on the trading price of the Presidio Class A Common Stock. Additional material weaknesses may be identified in the future. If we identify such issues or if we are unable to produce accurate and timely financial statements, the trading price of the Presidio Class A Common Stock may decline and we may be unable to maintain compliance with the NYSE listing standards.

There are risks to unaffiliated investors by taking PIH public through a merger rather than through an underwritten offering.

Unaffiliated investors are subject to certain risks as a result of PIH going public through a merger rather than through a traditional underwritten initial public offering. Unlike a traditional underwritten initial public offering of PIH’s securities, the initial listing of PIH securities through Presidio as a result of the Business Combination will not benefit from the following:

•        the book-building process undertaken by underwriters that helps to inform efficient price discovery with respect to opening trades of newly listed securities; and

•        underwriter support to help stabilize, maintain or affect the public price of the new issue immediately after listing.

The lack of such a process in connection with the listing of Presidio’s securities could result in diminished investor demand, inefficiencies in pricing and a more volatile public price for Presidio’s securities during the period immediately following the listing than in connection with an underwritten initial public offering.

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Risks Related to Tax

The Domestication may result in adverse tax consequences for holders of Class A Shares and EQV warrants.

U.S. Holders (as defined in “Material U.S. Federal Income Tax Considerations — U.S. Holders”) may be subject to U.S. federal income tax as a result of the Domestication. Additionally, non-U.S. Holders (as defined in “Material U.S. Federal Income Tax Considerations — Non-U.S. Holders” below) may become subject to withholding tax on any dividends paid or deemed paid on Presidio Class A Common Stock after the Domestication.

As discussed more fully under “Material U.S. Federal Income Tax Considerations,” the Domestication should constitute an F Reorganization. However, due to the absence of direct guidance on the application of Section 368(a)(1)(F) of the Code to a corporation holding only investment-type assets such as EQV, whether the Domestication qualifies as an F Reorganization is not entirely clear. Accordingly, due to the absence of such guidance, it is not possible to predict whether the IRS or a court considering the issue would take a contrary position. If the Domestication fails to qualify as an F Reorganization, subject to the PFIC rules described in further detail below, a U.S. Holder generally would recognize gain or loss with respect to its Class A Shares or EQV warrants in an amount equal to the difference, if any, between the fair market value of the corresponding shares of the New Class A Shares (as defined in “Material U.S. Federal Income Tax Considerations”) or New EQV warrants (as defined in “Material U.S. Federal Income Tax Considerations”) received in the Domestication and the U.S. Holder’s adjusted tax basis in its Class A Shares and EQV warrants surrendered in exchange therefor.

Even in the case of a transaction, such as the Domestication, that should qualify as an F Reorganization, U.S. Holders will be subject to Section 367(b) of the Code. As a result, a U.S. Holder that on the day of the Domestication beneficially owns (actually and constructively) Class A Shares (i) with a fair market value of less than $50,000 generally will not recognize any gain or loss and will not be required to include any part of EQV’s earnings in income in respect of the Domestication; (ii) with a fair market value of $50,000 or more, but less than 10% of the total combined voting power of all classes of our stock entitled to vote and less than 10% or more of the total value of all classes of our stock, generally will recognize gain (but not loss) in respect of the Domestication as if such U.S. Holder exchanged its Class A Shares for New Class A Shares in a taxable transaction, unless such U.S. Holder elects in accordance with applicable Treasury Regulations to include in income as a deemed dividend the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367(b) of the Code) attributable to the Class A Shares held directly by such U.S. Holder; and (iii) 10% or more of the total combined voting power of all classes of our stock entitled to vote or 10% or more of the total value of all classes of our stock, will generally be required to include in income as a deemed dividend the “all earnings and profits amount” attributable to the Class A Shares held directly by such U.S. Holder. However, any such U.S. Holder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend described in clause (ii) or clause (iii) of the previous sentence pursuant to Section 245A of the Code (commonly referred to as the participation exemption).

Notwithstanding the foregoing, if EQV qualifies as a PFIC, a U.S. Holder of Class A Shares or EQV warrants may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its Class A Shares or EQV warrants for New Class A Shares or New EQV warrants pursuant to the Domestication under the PFIC rules of the Code equal to the excess, if any, of the fair market value of the shares of New Class A Shares or New EQV warrants received in the Domestication over the U.S. Holder’s adjusted tax basis in the corresponding Class A Shares or EQV warrants surrendered in exchange therefor. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income, and an interest charge would apply. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, including the availability of, and tax consequences arising from, making certain elections to avoid such gain recognition, see the discussion in the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders — PFIC Considerations.”

All holders are urged to consult their tax advisor for the tax consequences of the Domestication to their particular situation. For a more complete discussion of the U.S. federal income tax consequences of the Domestication, see the discussion in the section entitled “Material U.S. Federal Income Tax Considerations.”

We may have been a PFIC, which could result in adverse U.S. federal income tax consequences to U.S. investors.

Because EQV is a blank check company with no current active operating business, we believe that it is likely that EQV is classified as a PFIC for U.S. federal income tax purposes. If we have been a PFIC for any taxable year (or portion thereof) that is included in the holding period of a beneficial owner of Class A Shares or EQV warrants that

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is a U.S. Holder, such U.S. Holder may be subject to certain adverse U.S. federal income tax consequences and may be subject to additional reporting requirements, including as a result of the Domestication. Our PFIC status for any taxable year will not be determinable until after the end of such taxable year. If we determine we are a PFIC for any taxable year, upon written request, EQV will endeavor to provide to a U.S. Holder such information as the IRS may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide such required information, and such election would be unavailable with respect to EQV warrants in all cases. The PFIC rules are complex and will depend on a holder’s particular circumstances. All holders are strongly urged to consult their tax advisors regarding the application and effect of the PFIC rules, including as a result of the Domestication, the availability and tax consequences arising from making certain elections (including the “qualified electing fund” election) applicable to U.S. Holders, and the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax consequences of the Domestication, see the discussion in the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders — PFIC Considerations.”

The Merger may result in adverse tax consequences to holders of Class A Shares and holders of EQV warrants.

Subject to the assumptions, limitations and qualifications described in “Material U.S. Federal Income Tax Considerations” below, it is the opinion of Kirkland & Ellis LLP that the Merger should qualify (in whole or in part) as a tax-deferred transaction under Section 351 of the Code. In addition, the parties intend for U.S. federal income tax purposes that the Merger qualifies as a tax-deferred reorganization under Section 368 of the Code. If the Merger only qualifies as a tax-deferred exchange under Section 351 of the Code and does not qualify as a tax-deferred reorganization under Section 368(a) of the Code, then the exchange of EQV warrants for Presidio warrants in the Merger would not qualify for tax-deferred treatment and would be taxable as further described in “Material U.S. Federal Income Tax Considerations”. There are significant factual and legal uncertainties as to whether the Merger will qualify as a tax-deferred reorganization under Section 368(a) of the Code. For example, under Section 368(a) of the Code, the acquiring corporation must continue, either directly or indirectly through certain controlled corporations, either a significant line of the acquired corporation’s historic business or use a significant portion of the acquired corporation’s historic business assets in a business. However, there is an absence of guidance as to how the provisions of Section 368(a) of the Code apply in the case of an acquisition of a corporation with only investment-type assets, such as EQV, and there are significant factual and legal uncertainties concerning the determination of this requirement. Moreover, qualification of the Merger as a tax-deferred reorganization under Section 368(a) of the Code is based on facts that will not be known until or following the closing of the Merger (such as the level of redemptions), and the closing of the Merger is not conditioned upon the receipt of an opinion of counsel that the Merger will so qualify as a tax-deferred reorganization under Section 368(a) of the Code. The parties intend to report (a) the Merger as a tax-deferred exchange under Section 351 of the Code, and (b) the Merger as a tax-deferred reorganization under Section 368(a) of the Code to the extent the applicable requirements are satisfied. However, any change that is made after the date hereof in any of the foregoing bases for the intended tax treatment, including any inaccuracy of the facts or assumptions relating to the Business Combination, could adversely affect the intended tax treatment.

If the Merger does not qualify for deferral under Section 368(a) of the Code, a warrant holder that does not also own Class A Shares would recognize gain or loss in an amount equal to the difference between the fair market value of the Presidio warrants received and such holder’s tax basis in the warrants exchanged. Moreover, a public stockholder holding EQV warrants and Class A Shares would be required to recognize gain, but not loss, equal to the lesser of (i) such stockholder’s “realized gain” from the exchange (generally the excess of the sum of the fair market value of the Presidio Class A Shares and Presidio warrants received over such stockholder’s aggregate tax basis in Class A Shares and EQV warrants exchanged therefor), and (ii) the fair market value of the Presidio warrants received.

Further, EQV has not sought, and does not intend to seek, a ruling from the IRS as to any U.S. federal income tax consequences described herein. The IRS may disagree with the descriptions of U.S. federal income tax consequences contained herein, and its determination may be upheld by a court. Any such determination could subject an investor or EQV to adverse U.S. federal income tax consequences that would be different than those described herein. Accordingly, no assurance can be given that the Merger will qualify for tax-deferred treatment under Section 351 or Section 368(a) of the Code. Each prospective investor is strongly urged to consult with a tax advisor with respect to the specific U.S. federal, state, local or foreign income or other tax consequences of the Business Combination to such prospective investor. Please see the section entitled “Material U.S. Federal Income Tax Considerations” for more information.

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Changes in tax laws or adverse outcomes resulting from examination of our income or other tax returns could adversely affect EQV’s (or Presidio’s following the Business Combination) results of operations and financial condition.

EQV (or Presidio following the Business Combination) will be subject to taxes by U.S. federal, state and local tax authorities. Tax laws and regulations, or their interpretation, and administrative practices in various jurisdictions may be subject to change, which may or may not be retroactively applied. A change in any U.S. federal, state or local or foreign tax law, treaty, policy, statute, rule, regulation or ordinance, or in the interpretation thereof, in any jurisdiction in which EQV (or Presidio following the Business Combination) or any of its subsidiaries operate, or are organized, could result in EQV (or Presidio following the Business Combination) incurring a materially higher tax expense, which could also adversely impact its results of operations and financial condition. For example, from time to time, legislation has been proposed that, if enacted into law, would make significant changes to U.S. federal income tax laws affecting the oil and gas industry. Such proposed legislation has included, but has not been limited to, eliminating the immediate deduction for intangible drilling and development costs. No accurate prediction can be made as to whether any such legislative changes will be proposed or enacted in the future or, if enacted, what the specific provisions or the effective date of any such legislation would be. The elimination or postponement of certain U.S. federal income tax deductions currently available to oil and natural gas exploration and production companies, as well as any other changes to, or the imposition of new, U.S. federal, state, local or non-U.S. taxes (including the imposition of or increases in production, severance or similar taxes), could adversely affect EQV’s (or Presidio’s following the Business Combination) operating results and financial condition. In addition, EQV (or Presidio following the Business Combination) and its subsidiaries, including EQV Holdings, may be subject to audits of its income, sales and other taxes by U.S. federal, state, and local and foreign taxing authorities. Outcomes from these audits could have an adverse effect on EQV’s (or Presidio’s following the Business Combination) operating results and financial condition. Furthermore, if the IRS makes audit adjustments to EQV Holdings’ income tax returns, it (and some states) may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustment directly from EQV Holdings. Any such audit adjustment and resulting payment of taxes, penalties and interest by EQV Holdings could materially and adversely affect EQV Holdings’ or EQV’s (or Presidio’s following the Business Combination) operating results and financial condition.

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EXTRAORDINARY GENERAL MEETING OF EQV

General

EQV is furnishing this proxy statement/prospectus to the EQV shareholders as part of the solicitation of proxies by the EQV Board for use at the extraordinary general meeting. This proxy statement/prospectus provides EQV shareholders with information they need to know to be able to vote or direct their vote to be cast at the extraordinary general meeting.

Date, Time and Place of the Extraordinary General Meeting

To better meet practical needs, the EQV Board determined that the extraordinary general meeting will be a virtual meeting conducted exclusively via live webcast. You will be able to attend the extraordinary general meeting online, vote at the extraordinary general meeting and submit your questions during the extraordinary general meeting by visiting https://www.virtualshareholdermeeting.com/FTW2026SM. The meeting webcast will begin promptly at 9:00 a.m., Eastern Time, or such other date, time, and place to which such meeting may be adjourned. You may access the meeting 15 minutes prior to the start time, and you should allow ample time for the check-in procedures. Because the extraordinary general meeting will be a completely virtual meeting, there will be no physical location for shareholders to attend.

In order to attend the virtual extraordinary general meeting, enter the URL address into your browser, https://www.virtualshareholdermeeting.com/FTW2026SM, enter your control number, name and email address. Once you register you can vote or enter questions in the chat box. At the start of the extraordinary general meeting, you will need to log in again using your control number and will also be prompted to enter your control number if you vote during the extraordinary general meeting.

Shareholders who hold their shares through a bank or broker and whose voting instruction indicates that they may vote those shares through the proxyvote.com website may access, participate in, and vote at the extraordinary general meeting using the 16-digit control number provided on their voting instruction form. Shareholders who hold their shares in street name and do not have a control number should contact their bank, broker, nominee, trustee, or other record holder — preferably at least five days prior to the extraordinary general meeting — to obtain a “legal proxy” in order to attend, participate in, or vote at the meeting. Please note that you will not be able to vote or ask questions at the extraordinary general meeting if you choose to participate telephonically.

Purpose of the Extraordinary General Meeting

At the extraordinary general meeting, EQV is asking EQV shareholders to consider and vote upon:

•        the Business Combination Proposal — A current copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A;

•        the Domestication Proposal;

•        the Governing Documents Proposal — The Proposed Certificate of Incorporation and Proposed Bylaws are attached to this proxy statement/prospectus as Annex H and Annex I, respectively;

•        the Governing Documents Advisory Proposals;

•        The Stock Issuance Proposal;

•        The Incentive Plan Proposal — A form of the Incentive Plan is attached to this proxy statement/prospectus as Annex P; and

•        The Adjournment Proposal.

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Each of the Condition Precedent Proposals is conditioned on the approval and adoption of each of the other Condition Precedent Proposals. The Adjournment Proposal is not conditioned upon the approval of any other proposal, and the Governing Documents Advisory Proposals are being submitted for approval on a non-binding advisory basis. For the avoidance of doubt, if put forth at the extraordinary general meeting, the Adjournment Proposal will be the first and only proposal voted on and the Condition Precedent Proposals will not be submitted to the shareholders for a vote.

Recommendation of the EQV Board

The EQV Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of EQV. Accordingly, the EQV Board unanimously recommends that EQV’s shareholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Governing Documents Proposal, “FOR” the approval of the Governing Documents Advisory Proposals, “FOR” the Stock Issuance Proposal, “FOR” the approval of the Incentive Plan Proposal, and “FOR” the approval of the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.

The existence of financial and personal interests of one or more of EQV’s directors may result in a conflict of interest on the part of such director(s) between what such director may believe is in the best interests of EQV and its shareholders and what such director may believe is best for themselves in determining to recommend that shareholders vote for the proposals. EQV’s officers have interests in the Business Combination that may be different from, or in addition to, your interests as an EQV shareholder. The EQV Board was aware of and considered these interests, among other matters, in approving the Business Combination and in determining to recommend to the EQV shareholders to vote in favor of the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

Record Date; Who is Entitled to Vote

EQV has fixed January 30, 2026 as the Record Date for the extraordinary general meeting. If you were a holder of Ordinary Shares at the close of business on the Record Date, you are entitled to vote on matters that come before the extraordinary general meeting. However, an EQV shareholder may only vote such shareholder’s shares if such shareholder is present virtually or is represented by proxy at the extraordinary general meeting. With respect to any votes on the Domestication Proposal, holders of Class B Shares will have ten votes for every Class B Share owned and holders of Class A Shares will have one vote for every Class A Share owned, each as at the close of business on the Record Date. With respect to all other matters submitted to a vote at the extraordinary general meeting, each EQV shareholder will be entitled to one vote at the extraordinary general meeting for each Ordinary Share held of record as of the Record Date. As of the close of business on the Record Date for the extraordinary general meeting, there were 44,572,500 Ordinary Shares issued and outstanding, of which 35,000,000 were issued and outstanding public shares.

The Sponsor and the Insiders own and are entitled to vote an aggregate of approximately 20.9% of the outstanding Ordinary Shares (except, with respect to the Domestication Proposal for which the Class B Shares are entitled to ten votes per share, the Sponsor and the Insiders control 71.4% of the voting power of the outstanding Ordinary Shares). The Sponsor and the Insiders have agreed, among other things, to (i) vote all Ordinary Shares held by them at any meeting of the shareholders of EQV in favor of the approval and adoption of the Business Combination Agreement and the Business Combination; and (ii) not to redeem or transfer any of the Ordinary Shares held by them, or deposit into a voting trust or enter into a voting agreement in a manner inconsistent with the Sponsor Letter Agreement. The Sponsor and the Insiders have also agreed to waive their redemption rights with respect to any Ordinary Shares they may hold in connection with the Closing.

Quorum

One or more shareholders holding at least one-third of the paid up voting share capital of EQV present virtually or represented by proxy, or if a corporation or other non-natural person, by its duly authorized representative or proxy at the extraordinary general meeting, and entitled to vote at the extraordinary general meeting, constitute a quorum in order to conduct business at the extraordinary general meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. The Sponsor and the Insiders, who currently own approximately 20.9% of the issued and outstanding Ordinary Shares, will count towards this quorum. In the absence of a quorum, the chairman of the extraordinary general meeting has power to adjourn the extraordinary general meeting.

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Abstentions and Broker Non-Votes

Abstentions will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the extraordinary general meeting and therefore will have no effect on the approval of the proposals voted upon at the extraordinary general meeting.

Under NYSE rules, if a shareholder holds their shares in “street” name through a bank, broker or other nominee and the shareholder does not instruct their broker, bank or other nominee how to vote their shares on a proposal, the broker, bank or other nominee has the authority to vote the shares in its discretion on certain “routine” proposals. However, banks, brokers and other nominees are not authorized to exercise their voting discretion on “non-routine” proposals. This can result in a “broker non-vote,” which occurs on a proposal when: (i) a bank, broker or other nominee has discretionary authority to vote on one or more “routine” proposals to be voted on at a meeting of shareholders; (ii) there are one or more “non-routine” proposals to be voted on at the meeting for which the bank, broker or other nominee does not have authority to vote without instructions from the beneficial owner of the shares; and (iii) the beneficial owner fails to provide the bank, broker or other nominee with voting instructions on a “non-routine” proposal.

We believe that all of the proposals to be voted on at the extraordinary general meeting will be considered non-routine matters. As a result, if you hold your shares in street name, your bank, brokerage firm or other nominee cannot vote your shares on the proposals to be voted on at the extraordinary general meeting without your instruction.

Vote Required for Approval

The proposals presented at the extraordinary general meeting require the following votes:

(i)     Business Combination Proposal:    The approval of the Business Combination Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by EQV shareholders present virtually or represented by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

(ii)    Domestication Proposal:    The approval of the Domestication Proposal requires a special resolution, being the affirmative vote of at least a two-thirds majority of the votes cast by the EQV shareholders present virtually or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

(iii)   Governing Documents Proposal:    The approval of the Governing Documents Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by EQV shareholders present virtually or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

(iv)   Governing Documents Advisory Proposals:    The approval of the Governing Documents Advisory Proposals requires, on a non-binding advisory basis, an ordinary resolution, being the affirmative vote of a majority of the votes cast by EQV shareholders present virtually or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

(v)    Stock Issuance Proposal:    The approval of the Stock Issuance Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the EQV shareholders present virtually or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

(vi)   Incentive Plan Proposal:    The approval of the Incentive Plan Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the EQV shareholders present virtually or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

(vii)  Adjournment Proposal:    The approval of the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the EQV shareholders present virtually or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. If put forth at the extraordinary general meeting, the Adjournment Proposal will be the first and only proposal voted on and the Condition Precedent Proposals will not be submitted to the shareholders for a vote.

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Voting Your Shares

If you are a shareholder of record of EQV as of the Record Date, you may submit your proxy before the extraordinary general meeting in any of the following ways, if available:

•        use the toll-free number shown on your proxy card;

•        visit the website shown on your proxy card to vote via the internet; or

•        complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

If you are a shareholder of record of EQV as of the Record Date, you may also cast your vote at the extraordinary general meeting.

If your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. “Street name” shareholders who wish to vote at the extraordinary general meeting will need to obtain a proxy form from their broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to EQV or by voting at the extraordinary general meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee.

Brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that are “non-routine” without specific instructions from the beneficial owner. It is expected that all of the proposals are “non-routine” matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power. If you are an EQV shareholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on any of the proposals. Such abstentions and broker non-votes will have no effect on the vote count for any of the proposals.

Revoking Your Proxy

If you authorize a proxy, you may revoke it any time at or before the extraordinary general meeting by doing any one of the following:

•        notify EQV or its proxy solicitor prior to the extraordinary general meeting that you have revoked your proxy;

•        mailing a new, subsequently dated proxy card; or

•        by attending the extraordinary general meeting, revoking your proxy, and voting virtually.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker for information on how to change or revoke your voting instructions.

If you are a shareholder of record of EQV and you choose to send a written notice or to mail a new proxy, you must submit your notice of revocation or your new proxy to EQV Ventures Acquisition Corp., 1090 Center Drive, Park City, Utah, 84908, and it must be received at any time before the vote is taken at the extraordinary general meeting. Any proxy that you submitted may also be revoked by submitting a new proxy by mail (such revocation must be received before the vote is taken at the extraordinary general meeting), or online or by telephone at any time before the vote is taken at the extraordinary general meeting, or by voting at the extraordinary general meeting. Simply attending the extraordinary general meeting will not revoke your proxy. If you have instructed a broker, bank or other nominee to vote your Ordinary Shares, you must follow the directions you receive from your broker, bank or other nominee in order to change or revoke your vote.

Who Can Answer Your Questions about Voting Your Shares

If you are an EQV shareholder and have questions about how to vote or direct a vote in respect of your Ordinary Shares, you may call Sodali & Co., EQV’s proxy solicitor, by calling (800) 662-5200 (toll-free), or if you are a bank or a broker, by calling (203) 658-9400, or by emailing EQV.info@investor.sodali.com.

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Redemption Rights

Pursuant to the Existing Governing Documents, we are providing our public shareholders with the opportunity to have all or a portion of their public shares redeemed for cash upon the Closing. Holders of EQV warrants do not have redemption rights in connection with the Business Combination. You will be entitled to receive cash for any public shares to be redeemed only if you:

•        (i) (a) hold public shares or (b) hold Public Units and you elect to separate your Public Units into the underlying public shares and EQV public warrants prior to exercising your redemption rights with respect to your public shares; and

•        (ii) prior to 5:00 p.m. Eastern Time, on February 25, 2026 (two business days prior to the vote at the extraordinary general meeting), (A) submit a written request to the Transfer Agent, that we redeem your public shares for cash and (B) deliver your public shares to the Transfer Agent.

Public shareholders may elect to redeem all or a portion of their public shares, whether they vote “FOR” the Business Combination Proposal or not. If the Business Combination is not consummated, the public shares will not be redeemed for cash. If the Business Combination is consummated and a public shareholder properly exercises its right to redeem its public shares and timely delivers its shares to the Transfer Agent, we will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the Closing, including interest earned on the funds held in the Trust Account and not previously released to fund EQV’s working capital requirements and income taxes of EQV or for permitted withdrawals, divided by the number of then-outstanding public shares. For illustrative purposes, as of January 8, 2026, this would have amounted to approximately $10.59 per issued and outstanding public share. If a public shareholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. The redemption will take place before the Domestication and, accordingly, it is the Class A Shares that will be redeemed. Any request to redeem public shares, once made, may be withdrawn at any time until the deadline for requesting to exercise redemption rights and thereafter, with our consent, until the Closing. Furthermore, if a holder of public shares delivers its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that EQV instruct the Transfer Agent to return the certificate. The holder can make such request by contacting the Transfer Agent, at the address or email address listed in the accompanying proxy statement/prospectus. We will be required to honor such request only if made prior to the deadline for requesting to exercise redemption rights.

If you hold the public shares in “street name,” you will have to coordinate with your broker to have your public shares certificated or delivered electronically. Public shares that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the public shares or delivering them through DTC’s DWAC (deposit withdrawal at custodian) system. In the event the Business Combination is not consummated this may result in an additional cost to public shareholders for the return of their public shares.

Any request for redemption, once made by a public shareholder, may not be withdrawn following the redemption deadline, unless the EQV Board determines (in its sole discretion) to permit such withdrawal of a redemption request (which it may do in whole or in part).

Any corrected or changed written exercise of redemption rights must be received by the Transfer Agent prior to the redemption deadline and, following such deadline, with EQV’s consent, prior to the extraordinary general meeting. No request for redemption is guaranteed to be honored unless the public holder’s shares have been delivered (either physically or electronically through DTC) to the Transfer Agent by the redemption deadline.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming its Class A Shares with respect to more than an aggregate of 15% of the public shares, without our prior consent. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.

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Each redemption of Class A Shares by public shareholders will decrease the amount in the Trust Account, which held total assets of approximately $370,528,054 as of January 8, 2026 and which EQV intends to use for the purposes of consummating the Business Combination within the time period described in this proxy statement/prospectus and to pay deferred underwriting commissions to BTIG. The Business Combination Agreement provides that EQV’s and PIH’s respective obligations to consummate the Business Combination is conditioned on EQV having Available Cash equaling or exceeding $140,197,687. “Available Cash” shall have the meaning ascribed to it in the Business Combination Agreement attached as an exhibit to the proxy statement/prospectus. The conditions to closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties. If, as a result of redemptions of Class A Shares by the public shareholders, these conditions are not met (or not waived), then EQV or PIH may elect not to consummate the Business Combination. Based on the amount of approximately $370.5 million in the Trust Account as of January 8, 2026, and taking into account the anticipated gross proceeds of approximately $87.5 million from the PIPE Financing and approximately $123.8 million from the Preferred Financing, all 35 million public shares currently outstanding may be redeemed and still enable us to have sufficient cash to satisfy the $140,197,687 Minimum Available Cash Condition.

Appraisal Rights

Public shareholders, holders of EQV warrants and Existing PIH Holders do not have appraisal rights or dissenters’ rights in connection with the Domestication or the Business Combination under Cayman Islands law, the DGCL or the DLLCA.

Proxy Solicitation

EQV is soliciting proxies on behalf of the EQV Board. This proxy solicitation is being made by mail, but also may be made by telephone or in person. EQV has engaged Sodali & Co. to assist in the solicitation of proxies for the extraordinary general meeting. EQV and its directors and officers and employees may also solicit proxies in person. EQV will ask banks, brokers and other institutions, nominees and fiduciaries to forward this proxy statement/prospectus and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.

EQV will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this proxy statement/prospectus and the related proxy materials. EQV will pay Sodali & Co. a fee of $50,000 plus disbursements, reimburse Sodali & Co. for its reasonable out-of-pocket expenses and indemnify Sodali & Co. and its affiliates against certain claims, liabilities, losses, damages and expenses for its services as EQV’s proxy solicitor. EQV will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding this proxy statement/prospectus and the related materials to EQV shareholders. EQV’s directors and officers and employees of EQV who solicit proxies will not be paid additional compensation for soliciting.

EQV Shareholders

As of the Record Date, there are 44,572,500 Ordinary Shares issued and outstanding, which includes 8,750,000 Class B Shares held by the Sponsor, and 35,000,000 public shares. As of the Record Date, there is outstanding an aggregate of 11,666,666 EQV public warrants and 220,833 EQV private placement warrants.

Potential Purchases of Public Shares

At any time prior to the extraordinary general meeting, during a period when they are not then aware of any material non-public information regarding EQV, PIH, or its or their securities, the Sponsor, directors, executive officers, advisors or their affiliates may purchase public shares in privately negotiated transactions or in the open market from shareholders who redeem, or indicate an intention to redeem, their public shares, or they may enter into transactions with such persons and others to provide them with incentives to acquire public shares. Any public shares purchased by the Sponsor or its affiliates would be purchased at a price no higher than the redemption price for the public shares. For illustrative purposes, as of January 8, 2026, this would have amounted to approximately $10.59 per issued and outstanding public share. Any public shares so purchased would not be voted by the Sponsor or its affiliates at the extraordinary general meeting and would not be redeemable by the Sponsor or its affiliates.

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The purpose of such share purchases and other transactions would be to increase the likelihood that the conditions to the consummation of the Business Combination are satisfied or to provide additional equity financing. This may result in the completion of the Business Combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or warrants owned by the Sponsor for nominal value.

However, other than as expressly stated in this proxy statement/prospectus, such persons have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase public shares in such transactions. EQV will file a Current Report on Form 8-K prior to the extraordinary general meeting to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons. Any such report will include (i) the amount of Class A Shares purchased and the purchase price; (ii) the purpose of such purchases; (iii) the impact of such purchases on the likelihood that the Business Combination will be approved; (iv) the identities or characteristics of security holders who sold shares if not purchased in the open market or the nature of the sellers; and (v) the number of Class A Shares for which EQV has received redemption requests.

Any such arrangements may have a depressive effect on the price of Presidio Class A Common Stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than the market price and may therefore be more likely to sell the shares such investor or holder owns, either prior to or immediately after the extraordinary general meeting. The public “float” of EQV’s public shares and the number of beneficial holders of EQV’s securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of EQV’s securities on a stock exchange.

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THE BUSINESS COMBINATION PROPOSAL

Overview

We are asking public shareholders to approve the Business Combination and adopt the Business Combination Agreement. This subsection of the proxy statement/prospectus describes the material provisions of the Business Combination Agreement but does not purport to describe all of the terms of the Business Combination Agreement. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, which is attached as Annex A hereto and which is incorporated by reference herein. Public shareholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Business Combination and the Business Combination Agreement. Public shareholders are also urged to read carefully the Business Combination Agreement in its entirety before voting on this proposal. Terms not otherwise defined herein have the meanings ascribed to them in the Business Combination Agreement.

The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The representations, warranties and covenants in the Business Combination Agreement are also modified in important part by the underlying disclosure schedules for the Business Combination Agreement, which we refer to as the “Schedules,” which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to shareholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. Except as otherwise disclosed herein, we do not believe that the Schedules contain information that is material to an investment decision.

The Business Combination Agreement

General Description

On August 5, 2025, EQV entered into the Business Combination Agreement, by and among EQV, Presidio, EQV Merger Sub, EQV Holdings, Presidio Merger Sub (together with EQV, Presidio, EQV Merger Sub and EQV Holdings collectively, the “EQV Parties”), and PIH. Pursuant to the Business Combination Agreement, among other things:

(i)     EQV will change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware, upon which (a) each then issued and outstanding Class A Share will convert automatically, on a one-for-one basis, to a share of EQV Class A Common Stock and (b) each issued and outstanding EQV warrant will convert automatically, on a one-for-one basis, into a whole warrant exercisable for one share of EQV Class A Common Stock, which is referred to as the Domestication; and

(ii)    Following the Domestication, EQV Merger Sub will merge with and into EQV, with EQV as the surviving company in the merger and with EQV shareholders receiving one share of Presidio Class A Common Stock for each share of EQV Class A Common Stock held by such shareholder, and for each EQV private placement warrant, the right to purchase shares of Presidio Class A Common Stock on the same terms and conditions set forth in the EQV Private Placement Agreement, in accordance with the terms of the Business Combination Agreement, and upon which Presidio will change its name to “Presidio Production Company.” After giving effect to such merger, EQV will survive as a wholly owned subsidiary of Presidio, following which, Presidio Merger Sub will merge with and into PIH, with PIH as the surviving company in the merger, all on the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with applicable law; and

At the Closing, (a) Presidio shall contribute to EQV Surviving Subsidiary all of its assets and liabilities (excluding its interest in EQV Surviving Subsidiary), (b) in exchange therefor, EQV Surviving Subsidiary shall issue to Presidio (i) a number of EQV Surviving Subsidiary Common Shares which shall equal the number of total shares of Presidio Class A Common Stock issued and outstanding immediately after the Closing (giving effect to the redemption), (ii) a number of Preferred Shares outstanding and (iii) a number of warrants to purchase EQV Surviving Subsidiary Common Shares which shall equal the number of Presidio warrants outstanding immediately after the Closing, (c) EQV shall then contribute to EQV Holdings all of its assets and liabilities (excluding its interests in EQV Holdings

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and the shares being redeemed), including cash held by EQV, and (d) in exchange therefor, EQV Holdings shall issue to EQV (i) a number of EQV Holdings Common Units which shall equal the number of total shares of Presidio Class A Common Stock issued and outstanding immediately after the Closing (giving effect to the redemption), (ii) a number of Class A Preferred Units of EQV Holdings equal to the number of Preferred Shares outstanding and (iii) a number of warrants to purchase EQV Holdings Common Units which shall equal the number of Presidio warrants outstanding immediately after the Closing (collectively, the “EQV Contribution”);

Following the Business Combination, the EQV Holdings Common Units of EQV Holdings (other than Presidio) will have an exchange right, subject to certain limitations, to exchange Presidio Interests for, at Presidio’s option, (a) shares of Presidio Class A Common Stock on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like (collectively, “adjustments”), or (b) a corresponding amount of cash. Presidio’s decision to make a cash payment or issue shares upon an exercise of an exchange right will be made by Presidio’s independent directors; and

Holders of EQV Holdings Common Units (other than Presidio’s) will generally be permitted to exercise the exchange right on a quarterly basis, subject to certain de minimis allowances. In addition, additional exchanges may occur in connection with certain specified events, and any exchanges involving more than a specified number of EQV Holdings Common Units (subject to Presidio’s discretion to permit exchanges of a lower number of units) may occur at any time with advanced notice. The exchange rights will be subject to certain limitations and restrictions intended to reduce the administrative burden of exchanges upon Presidio’s and ensure that EQV Holdings will continue to be treated as a partnership for U.S. federal income tax purposes.

Structure of the Business Combination and the EQVR Acquisition

Pursuant to the Business Combination Agreement and the EQVR Merger Agreement, the Mergers (as defined below) will be effected in three steps. Subject to the approval and adoption of the Business Combination Agreement by the shareholders of EQV, on the Closing Date and following the Domestication and the EQV Contribution: (a) EQV Merger Sub will merge with and into EQV (the “EQV Merger”), with EQV as the surviving company in the EQV Merger (the time at which the EQV Merger becomes effective is referred to herein as the “EQV Merger Effective Time”) and, as a result of the EQV Merger, EQV will become a wholly owned subsidiary of Presidio with security holders of EQV receiving securities of Presidio with terms substantially equivalent to the terms of their securities of EQV, (b) PIH Merger Sub will merge with and into PIH (the “PIH Merger”), with PIH as the surviving company in the PIH Merger (the time at which the PIH Merger becomes effective is referred to herein as the “PIH Merger Effective Time”) and, as a result of the PIH Merger, PIH will become a wholly owned subsidiary of EQV Holdings and each unit of PIH (the “PIH Units”) will be automatically converted as of the PIH Merger Effective Time into the right to receive Presidio Class B Common Stock and EQV Holdings Units, and immediately after the PIH Merger (c) EQVR Merger Sub will merge with and into EQVR (the “EQVR Acquisition”, and together with the EQV Merger and the PIH Merger, the “Mergers”), with EQVR as the surviving company in the EQVR Acquisition (the time at which the EQVR Acquisition becomes effective is referred to herein as the “EQVR Acquisition Effective Time”) and, as a result of the EQVR Acquisition, EQVR will become a wholly owned subsidiary of Presidio and each unit of EQVR will be automatically converted as of the EQVR Acquisition Effective Time into the right to receive Presidio Class A Common Stock and immediately following EQVR Acquisition Effective Time, Presidio will contribute EQVR to EQV Surviving Subsidiary for EQV Surviving Subsidiary Common Shares and EQV Surviving Subsidiary will contribute EQVR to EQV Holdings for common units of EQV Holdings (the “EQV Holdings Common Units”).

The following diagram illustrates the ownership structure of EQV, Presidio, EQV Holdings, EQV Merger Sub, PIH Merger Sub, EQVR Merger Sub, PIH and EQVR prior to the Business Combination and then after the Business Combination.

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Prior to the Business Combination and EQVR Acquisition

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After the Business Combination and EQVR Acquisition

Consideration

At the Closing, each equity interest of PIH (a “PIH Equity Interest”) will automatically convert into the right to receive a combination of (a) Cash Consideration and (b) Equity Consideration. The exact amount of Cash Consideration and Equity Consideration that each PIH Equity Interest receives is determined according to the Allocation Schedule, which is prepared in advance of the Closing in accordance with the terms of the Business Combination Agreement. The aggregate Cash Consideration is equal to the amount of Available Cash at Closing, which is capped at the amount of the Minimum Cash Condition, and the Equity Consideration is equal to a number of EQV Holdings Common Units equal to the quotient of (i) the Equity Value less the Cash Consideration divided by (ii) $10.00. Each PIH Unitholder will purchase, pursuant to its Rollover Agreement, or will be deemed to purchase, pursuant to the Business Combination Agreement, an amount of Presidio Class B Common Stock equal to the EQV Holdings Common Units it receives in accordance with the Allocation Schedule for par value.

Material Adverse Effect

Under the Business Combination Agreement, certain representations and warranties of PIH are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred. Pursuant to the Business Combination Agreement, a “Material Adverse Effect” as used in the Business Combination Agreement means any change, effect, event, circumstance, occurrence, state of facts or development that, individually or in the aggregate, has had or would reasonably be expected to have, a material adverse effect upon (a) the business, results of operations or financial condition of the Group Companies, taken as a whole, or (b) the ability of the Group Companies, taken as a whole, to perform their respective obligations and to consummate the Business Combination; provided, however, that, with respect to the foregoing clause (a), none of the following will constitute a Material Adverse Effect, or will be considered in determining whether a Material Adverse Effect has occurred: (i) changes that are generally applicable to the regions, industries or markets in which the Group Companies operate, including changes affecting the oil and gas exploration and production industry in the geographic areas or markets in which the Group Companies operate; (ii) changes in Law (including Environmental Laws) or GAAP or the interpretation thereof, in each case effected after the Execution Date; (iii) any failure of any Group Company to achieve any internal or published projections, forecasts, estimates, predictions

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or budgets prior to the Closing (it being understood that the underlying event, circumstance or state of facts giving rise to such failure may be taken into account in determining whether a Material Adverse Effect has occurred, but only to the extent otherwise permitted to be taken into account); (iv) changes that are the result of economic factors affecting the national, regional or world economy or banking, credit, financial, securities or capital markets (including any changes in interest or exchange rates, suspension of trading in, or limitation on prices for, any security, market index or commodity or any disruption of such markets) or any change or disruption in markets for, or prices of Hydrocarbons or other commodities or supplies; (v) any earthquake, hurricane, tsunami, tornado, flood, mudslide, wildfire, or any effects of weather (including any impact on customer use patterns), geological or meteorological events or other natural disaster or act of God; (vi) any change in general regulatory or political conditions in any jurisdiction in which the Group Companies conduct business; (vii) any trade disputes or the imposition, repeal, modification or alteration of, or any proposal, threat or announcement with respect to, any import or export restriction, tariff, duty, border adjustment tax, customs valuation methodology, trade remedy measure (including, without limitation, antidumping, countervailing duty or safeguard action), quota, sanction, embargo or other trade restrictions, whether unilateral, bilateral, plurilateral or multilateral in nature, and whether implemented or threatened by the United States, any foreign sovereign or any supranational body, including any retaliation, countermeasure or responsive action (formal or informal) by any Governmental Entity or regional trade block in respect of, or in response to the foregoing; (viii) any geopolitical conditions, outbreak, commencement or escalation of hostilities, acts of war, sabotage, cyberterrorism, terrorism or military actions, including the engagement by the United States or any other state or non-state actor in hostilities or the escalation thereof, whether or not pursuant to the declaration of a national emergency or war, or the occurrence or the escalation of any military or terrorist attack upon the United States, or any United States territories, possessions or diplomatic or consular offices or upon any United States military installation, equipment or personnel; (ix) natural declines in well performance or any reclassification or recalculation of reserves in the Ordinary Course of Business; (x) any consequences arising from any action: (A) taken by a Party and that is expressly required or permitted by the Business Combination Agreement (other than the Group Companies’ compliance with Section 5.1(a) of the Business Combination Agreement) or (B) taken by any Group Company at the express direction or with the written consent of any EQV Party or any Affiliate thereof; (xi) epidemics, pandemics, disease outbreaks, or public health emergencies (as declared by the World Health Organization or the Health and Human Services Secretary of the United States) or any Law or guideline issued by a Governmental Entity, the Centers for Disease Control and Prevention or the World Health Organization or industry group providing for business closures, “sheltering-in-place” or other restrictions that relate to, or arise out of, an epidemic, pandemic or disease outbreak; or (xii) effects, events, changes, occurrences or circumstances resulting from the announcement, existence, pendency, negotiation or consummation of, the Business Combination Agreement or the Business Combination or the identity of the EQV or its Affiliates, including the impact thereof on the relationships, contractual or otherwise, of any Group Company with employees, customers, contractors, lenders, suppliers, vendors, business partners, licensors, licensees, payor or other third parties related thereto; provided, however, that any event, circumstance or state of facts resulting from a matter described in any of the foregoing clauses (i), (ii), (iv), (v), (vi) and (vii) may be taken into account in determining whether a Material Adverse Effect has occurred to the extent such event, circumstance or state of facts has a material and disproportionate effect on the Group Companies, taken as a whole, relative to other comparable entities operating in the industries or markets in which the Group Companies operate.

Closing and Effective Time of the Business Combination

The closing of the Business Combination is expected to take place at 9:00 a.m., Eastern Time, on the fourth business day after the conditions described below under the subsection “Conditions to Obligations of Parties” have been satisfied, or, if permissible, waived by the party entitled to the benefit of the same (other than those conditions which by their terms are required to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions at the closing), or at such other time, date and location as may be mutually agreed upon in writing by the parties to the Business Combination Agreement.

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Conditions to Closing of the Business Combination

Conditions to Each Party’s Obligations

The respective obligations of the parties to the Business Combination Agreement to consummate and effect the transactions contemplated by the Business Combination Agreement are subject to the satisfaction, at or prior to the closing of the Business Combination, of each of the following conditions:

•        there shall not be any applicable Law in effect that makes the consummation of the Business Combination illegal or any Order in effect preventing the consummation of the Business Combination;

•        the EQV Required Vote shall have been obtained;

•        the shares of Presidio Class A Common Stock being issued in connection with the Business Combination, including the PIPE Investment, shall have been approved for the listing on NYSE, subject only to official notice of issuance; and

•        the Registration Statement shall have become or been declared effective by the SEC and shall remain effective as of the Closing, and no stop order or similar order shall be in effect with respect thereto and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn.

Conditions to PIH’s Obligations

The obligations of PIH to consummate and effect the Business Combination are subject to the satisfaction, at or prior to the closing of the Business Combination, of each of the following conditions, any of which may be waived, in writing, exclusively by PIH:

•        the representations and warranties of the EQV Parties set forth in Article IV (other than the EQV Fundamental Representations) of the Business Combination Agreement, in each case, without giving effect to any materiality or material adverse effect qualifiers contained therein, shall be true and correct as of the Closing Date as though then made (or if such representations and warranties relate to a specific date, such representations and warranties shall be true and correct as of such date), except, in each case, to the extent such failure of the representations and warranties to be so true and correct when taken as a whole, would not have a material adverse effect on EQV;

•        the EQV Fundamental Representations shall be true and correct in all respects as of the Closing Date as though then made (or if such representations and warranties relate to a specific date, such representations and warranties shall be true and correct in all respects as of such date) other than de minimis inaccuracies;

•        the covenants and agreements of the EQV Parties to be performed or complied with on or before the Closing in accordance with the Business Combination Agreement shall have been performed in all material respects;

•        EQV shall deliver to PIH, a duly executed certificate from a director or an officer of EQV (the “EQV Bring-Down Certificate”) dated as of the Closing Date, certifying that the conditions set forth in Section 8.3 and Section 8.3(b) of the Business Combination Agreement have been satisfied;

•        EQV shall have delivered to PIH the various certificates, instruments and documents referred to in Section 2.6 of the Business Combination Agreement;

•        the redemptions shall have been completed in accordance with the terms hereof, the applicable EQV Governing Documents and the Trust Agreement;

•        at the Closing, the Minimum Cash Condition shall have been satisfied and be available for payment as Cash Consideration in accordance with Section 2.2(b) of the Business Combination Agreement; and

•        all conditions precedent to the consummation of the transactions contemplated by the EQVR Merger Agreement, other than those conditions expressly required to be performed at the Closing (as defined therein), shall have been satisfied or, to the extent permitted under the EQVR Merger Agreement, duly waived, in accordance with the terms and conditions thereof.

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Conditions to the EQV Parties’ Obligations

The obligations of the EQV Parties to consummate the Business Combination are subject to the satisfaction or written waiver, at or prior to the closing of the Business Combination, of each of the following conditions:

•        the representations and warranties of the Group Companies set forth in Article III (other than PIH Fundamental Representations), in each case, without giving effect to any materiality or Material Adverse Effect qualifiers contained therein (other than in respect of the defined term “Material Contract” and in respect of Section 3.5 of the Business Combination Agreement), shall be true and correct as of the Closing Date as though then made (or if such representations and warranties relate to a specific date, such representations and warranties shall be true and correct as of such date), except in each case, to the extent such failure of the representations and warranties to be so true and correct, when taken as a whole, would not have a Material Adverse Effect;

•        PIH Fundamental Representations shall be true and correct in all respects as of the Closing Date as though then made (or if such representations and warranties relate to a specific date, such representations and warranties shall be true and correct in all respects as of such date) other than de minimis inaccuracies;

•        the covenants and agreements of PIH to be performed or complied with on or before the Closing in accordance with the Business Combination Agreement shall have been performed in all material respects;

•        PIH shall deliver to EQV a duly executed certificate from an authorized Person of PIH (the “Company Bring-Down Certificate”), in each case, dated as of the Closing Date, certifying, with respect to PIH, that the conditions set forth in Section 8.2(a) and (b) of the Business Combination Agreement have been satisfied;

•        PIH shall have delivered to EQV the various certificates, instruments and documents referred to in Section 2.5 (other than Section 2.5(d)) of the Business Combination Agreement.

Representations and Warranties

The Business Combination Agreement contains customary representations and warranties of the parties thereto with respect to, among other things: entity organization and formation; non-contravention; capital structure; authorization to enter into the Business Combination Agreement; licenses and permits; taxes; financial statements; real property; material contracts; intellectual property; oil and gas matters; absence of material changes following the most recent audited financial statements, undisclosed liabilities, material adverse effect; labor matters; employee benefit plans; insurance; compliance with laws; environmental matters; litigation; brokerage fees and commissions; transactions with affiliates; trade and anti-corruption compliance; data protection; information technology; and regulatory matters. The representations and warranties of the parties do not survive the Closing.

Covenants of the Parties

Covenants of the Group Companies

The Group Companies made certain covenants under the Business Combination Agreement, including, among others, the covenants set forth below.

Subject to certain exceptions and other than as expressly contemplated by the Business Combination Agreement or the Ancillary Agreements, as set forth on the Schedules, as consented to by the EQV or as required by applicable law, PIH shall, and shall cause the other Group Companies to, operate in the ordinary course of business, and use commercially reasonable efforts to preserve their relationships with material customers, suppliers, distributors and others with whom such Group Company has a material business relationship.

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Subject to certain exceptions and other than as set forth on the Schedules or as consented to by EQV (such consent not to be unreasonably withheld, conditioned or delayed) or expressly contemplated by the Business Combination Agreement or the Ancillary Agreements or required by applicable law, PIH shall not and shall cause PIH Subsidiaries not to:

•        amend, supplement, restate or otherwise change the Governing Documents of PIH or any Company Subsidiary;

•        except for any Equity Interests issued, sold, disposed of, pledged or granted in connection with any Interim Company Contribution, issue, sell, dispose of, pledge or grant, or authorize the issuance, sale, pledge, disposition or grant of, any Equity Interests of PIH or any Company Subsidiary, or any options, warrants, convertible securities or other rights of any kind to acquire any such Equity Interests, or any other equity-linked ownership interest (including, without limitation, any phantom interest), of PIH or any Company Subsidiary;

•        (a) sell, lease, abandon or otherwise dispose of their assets or properties (including the Oil and Gas Properties) other than (x) sales and dispositions of Hydrocarbons, inventory, equipment or materials made in the Ordinary Course of Business or sales or dispositions of obsolete or materially worthless assets at the time of their retirement, and (y) sales, leases, exchanges or swaps of Oil and Gas Properties or other related assets in the Ordinary Course of Business, or (b) create, subject to or incur any Lien (other than Permitted Liens) on their assets or properties (including the Oil and Gas Properties);

•        except in connection with the Business Combination contemplated to occur by the Business Combination Agreement and the other Ancillary Agreements, form any subsidiary or acquire (whether by merging or consolidating with, purchasing the equity securities in or a substantial portion of the assets of, or by any other manner), directly or indirectly, (a) any Equity Interests or any other interests in any other entity (or division thereof) or enter into a joint venture with any other entity, or (b) any material assets, properties or interests, other than (x) acquisitions for which the consideration is less than $10,000,000 in the aggregate, (y) the exchange or swap of Oil and Gas Properties or other related assets in the Ordinary Course of Business or (z) farmout, farm-in, participation, acreage trades, swaps of other Oil and Gas Properties, Oil and Gas Leases, or similar agreements, in each case, executed in the Ordinary Course of Business;

•        declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its Equity Interests, other than tax distributions in the Ordinary Course of Business;

•        reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of its Equity Interests;

•        except with respect to suspense funds or Hedge Contracts, in each case, entered into in the Ordinary Course of Business or in connection with the Hedge Restrike Amount, incur any Company Indebtedness, including any draw under the WAB RBL, or issue any debt securities or assume, guarantee or otherwise become responsible or liable for, or grant any Liens (other than Permitted Liens) to secure, such obligations of any person, or make any loans, advances or capital contributions to, or investments in, any Person or grant any security interest in or other Lien on any of its assets or amend or otherwise modify any Company Indebtedness (or any Contract governing any Company Indebtedness) in each of the foregoing cases, in excess of $10,000,000 in the aggregate;

•        except as required by any existing Company Employee Benefit Plan set forth on Schedule 3.23(a) of the PIH Disclosure Schedule, the Business Combination Agreement or applicable Law, (a) establish, adopt, materially amend and/or terminate any Company Employee Benefit Plan or any other benefit or compensation plan, policy, program, contract, agreement or arrangement that would be an Company Employee Benefit Plan if in effect on the date hereof, (b) grant, announce or promise any increase in, or accelerate, or commit to accelerate, the funding, payment, or vesting of, any compensation or benefits payable, or to become payable to, any current or former employee, director, officer or other individual service provider of any Group Company including under any Company Employee Benefit Plan or any other benefit or compensation plan, agreement, contract, program, policy or arrangement, (c) grant, promise, or announce any cash or equity or equity-based incentive awards, transaction, retention, bonus, change

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in control, severance, termination or similar compensation payable to any current or former employee, director, officer or other individual service provider of any Group Company (or any of their respective dependents or beneficiaries), (d) hire, promote or engage, or otherwise enter into any employment or consulting agreement or arrangement with, or terminate the employment or engagement of, any current or former employee, officer, director or other individual service provider of any Group Company whose annualized compensation opportunities exceed $250,000 (other than for cause as determined by the Group Company in good faith) or (e)(i) negotiate, establish, amend, modify, extend, terminate, or enter into any CBA or (ii) recognize or certify any labor union, works council, trade union, employee organization or other similar representative of employees or group of employees as representatives of any current or former employee of any Group Company;

•        implement or announce any employee layoffs, plant closings, reductions in force, furloughs, material reductions in compensation, temporary layoffs or similar actions, in each case that would trigger WARN;

•        waive or release any material noncompetition, nonsolicitation, or nondisclosure obligation of any current or former employee or other individual service provider;

•        enter into or amend in any material respect any Affiliated Transaction (or any contractual or other arrangement, that if existing on the date of the Business Combination Agreement, would have constituted an Affiliated Transaction), other than as required under the Business Combination Agreement or the Ancillary Agreements or by the Business Combination;

•        materially amend (other than reasonable amendments in the Ordinary Course of Business or amendments made in connection with or in preparation for any Business Combination) any accounting policies or procedures, other than as required by GAAP;

•        (a) amend any material Tax Return, (b) file any income or other material Tax Return in a manner materially inconsistent with past practices, (c) change any material method or period of Tax accounting, (d) make, change or rescind any material election relating to Taxes (including, for the avoidance of doubt, any election that results in PIH or any Company Subsidiary being treated as other than a partnership or a disregarded entity for U.S. federal (and applicable state and local) income tax purposes), (e) settle or compromise any U.S. federal, state, local or non-U.S. Tax audit, assessment, Tax claim or other controversy relating to Taxes, (f) surrender any right to claim a Tax refund, (g) enter into any Tax sharing, allocation, indemnity or similar agreement (other than an agreement, contract or arrangement the primary purpose of which does not relate to Taxes), (h) consent to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes, or (i) enter into any “closing agreement” (within the meaning of Section 7121 of the Code) with or make any request for a private letter ruling, administrative relief, change of any method of accounting or other similar request with a Taxing Authority with respect to any Tax item;

•        except as done in the Ordinary Course of Business, (a) amend, modify or consent to the termination (excluding any expiration or automatic extension or automatic termination in accordance with its terms) of any Material Contract, or (b) amend or modify any material Oil and Gas Lease or waive or consent to the extension, renewal or termination (excluding any extension, renewal, expiration or automatic termination in accordance with its terms);

•        enter into any Contract or arrangement in excess of $250,000 that would have been a Material Contract or Oil and Gas Lease had it been entered into prior to the date of the Business Combination Agreement, except in each case in the Ordinary Course of Business;

•        voluntarily fail to maintain in full force and effect, cancel or materially reduce coverage under any material Insurance Policies;

•        enter into any material new line of business outside of the business currently conducted by PIH or PIH Subsidiaries as of the date of the Business Combination Agreement (for avoidance of doubt, this shall not apply to any geographic expansion of existing lines of business);

•        disclose any trade secrets or other proprietary and Confidential Information of any Group Company (other than pursuant to a written confidentiality and non-disclosure agreement entered into in the Ordinary Course of Business or in connection with the Business Combination);

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•        permit any item of material Owned Intellectual Property to lapse or to be abandoned (other than any Intellectual Property expiring at the end of its statutory term), invalidated, dedicated to the public, or disclaimed, or otherwise become unenforceable or fail to perform or make any applicable filings, recordings or other similar actions or filings, or fail to pay all required fees required or advisable to maintain and protect its interest in each material item of Owned Intellectual Property;

•        waive, release, assign, settle or compromise any material Proceeding against PIH or a Company Subsidiary, other than waivers, releases, assignments, settlements or compromises that are solely monetary in nature and do not exceed $500,000 in the aggregate;

•        adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of PIH or any Company Subsidiary;

•        enter into any contract with any broker, finder, investment banker or other person under which such person is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the Business Combination;

•        (A) materially amend or modify any Contracts relating to any Company Indebtedness or waive any such rights or (B) upon an event of default, as such term (or any comparable term) is defined therein, under the terms of any Contracts relating to any Company Indebtedness, fail to promptly notify EQV of any event of default under any such Contract; or

•        enter into any binding agreement or otherwise make a binding commitment with respect to any of the foregoing.

Covenants of the EQV Parties

The EQV Parties made certain covenants under the Business Combination Agreement, including, among others, the covenants set forth below.

Subject to certain exceptions, prior to the Closing Date, the EQV Parties shall not take any of the following actions, except with prior written consent of PIH, (such consent not to be unreasonably withheld, conditioned or delayed), as expressly contemplated by the Business Combination Agreement or its Ancillary Agreements, as required by applicable law or as set forth on the Schedules, the EQV Parties shall not:

•        amend, supplement, restate or otherwise modify any of the EQV Governing Documents, the Governing Documents of the other EQV Parties or the Trust Agreement;

•        withdraw any of the Trust Amount, other than as permitted by the EQV Governing Documents or the Trust Agreement;

•        other than in connection with (a) the Subscription Agreements and (b) the Permitted Equity Subscription Agreements, issue or sell, or authorize to issue or sell, any Equity Interests, or any securities convertible into or exchangeable for, or options, warrants or rights to purchase or subscribe for, or enter into any Contract with respect to the issuance or sale of, any Equity Interests of any EQV Party;

•        other than in connection with the redemption, declare, set aside or pay any dividend or make any other distribution or return of capital (whether in cash or in kind) to the equityholders of EQV;

•        adjust, reclassify, subdivide, split, combine, redeem (other than a redemption) or reclassify any of EQV’s Equity Interests;

•        (a) other than the Qualifying RBL Financing, incur, assume, guarantee, or otherwise become liable or responsible for (whether directly, contingently or otherwise) any EQV Party Indebtedness for borrowed money, (b) make any loans, advances or capital contributions to, or investments in, any Person (other than an EQV Party) or (c) amend or modify any EQV Party Indebtedness for borrowed money;

•        enter into any transaction or Contract with the Sponsor or any of its Affiliates for the payment of finder’s fees, consulting fees, monies in respect of any payment of a loan or other compensation paid by EQV to the Sponsor, EQV’s officers or directors, or any Affiliate of the Sponsor or EQV’s officers, for services rendered prior to, or for any services rendered in connection with, the consummation of the Business Combination;

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•        commit to making or make or incur any capital commitment or capital expenditure;

•        waive, release, assign, settle or compromise any pending or threatened Proceeding, other than Proceedings which are not material to EQV, and which could not affect the Business Combination;

•        buy, purchase or otherwise acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any material portion of assets, securities, properties, interests or businesses of any Person;

•        enter into any new line of business;

•        (a) amend any material Tax Return, (b) file any income or other material Tax Return in a manner materially inconsistent with past practices, (c) change any material method or period of Tax accounting, (d) make, change or rescind any material election relating to Taxes (including, for the avoidance of doubt, any election that results in any EQV Party being treated as other than the tax entity type set forth on Schedule 4.9(j) of the EQV Disclosure Schedules), (e) settle or compromise any U.S. federal, state, local or non-U.S. Tax audit, assessment, Tax claim or other controversy relating to Taxes, (f) surrender any right to claim a Tax refund, (g) enter into any Tax sharing, allocation, indemnity or similar agreement (other than an agreement, contract or arrangement the primary purpose of which does not relate to Taxes), (h) consent to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes, or (i) enter into any “closing agreement” (within the meaning of Section 7121 of the Code) with or make any request for a private letter ruling, administrative relief, change of any method of accounting or other similar request with a Taxing Authority with respect to any Tax item; or

•        adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any EQV Party;

•        take any action that would reasonably be expected to significantly delay or impair (a) the timely filing of any of its public filings with the SEC (giving effect to any permitted extensions), (b) its compliance in all material respects with applicable securities Laws or (c) the listing of the EQV Class A Shares on the Securities Exchange; or

•        agree or commit in writing to do any of the foregoing.

No Survival of Representations and Warranties; No Indemnification

The representations and warranties of the parties contained in the Business Combination Agreement will not survive the closing of the Business Combination and all rights arising with respect to any breach of such representations and warranties terminate at the closing of the Business Combination, except in the case of fraud. Accordingly, PIH Unitholders will not have any indemnification obligations pursuant to the Business Combination Agreement.

Termination

The Business Combination Agreement may be terminated and the Business Combination may be abandoned any time prior to closing, whether before or after shareholder approval of the Business Combination Agreement, as follows:

•        by the mutual written consent of PIH and EQV;

•        by either PIH or EQV by written notice to the other Party if any Governmental Entity has enacted any Law which has become final and non-appealable and has the effect of making the consummation of the Business Combination illegal or any final, non-appealable Order is in effect permanently preventing the consummation of the Business Combination; provided, however, that the right to terminate the Business Combination Agreement pursuant to Section 9.1(b) of the Business Combination Agreement shall not be available to any Party whose breach of any representation, warranty, covenant or agreement hereof results in or causes such final, non-appealable Law or Order;

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•        by either PIH or EQV by written notice to the other if the consummation of the Business Combination shall not have occurred on or before the date that is six months following the date hereof, which date shall be extended automatically for 60 days to the extent the Parties are continuing to work in good faith toward the Closing (as may be extended, the “Outside Date”); provided that the right to terminate the Business Combination Agreement under Section 9.1(c) of the Business Combination Agreement shall not be available to any Party or any of its applicable Affiliates then in material breach of its representations, warranties, covenants or agreements under the Business Combination Agreement or whose breach of any of its covenants or agreements under the Business Combination Agreement shall have proximately caused the failure to consummate the transactions contemplated by the Business Combination Agreement on or before the Outside Date;

•        by PIH by written notice to EQV, if any EQV Party breaches in any material respect any of its representations or warranties contained herein or breaches or fails to perform in any material respect any of its covenants contained herein, which breach or failure to perform (a) would render a condition precedent to PIH’s obligations to consummate the transactions set forth in Section 8.1 or Section 8.3 of the Business Combination Agreement not capable of being satisfied and (b) after the giving of written notice of such breach or failure to perform to EQV by PIH, cannot be cured or has not been cured by the earlier of (x) the Outside Date and (y) 30 Business Days after receipt of such written notice and PIH has not waived in writing such breach or failure; provided, however, that the right to terminate the Business Combination Agreement under Section 9.1(d) of the Business Combination Agreement shall not be available to PIH if PIH is then in material breach of any representation, warranty, covenant or agreement contained herein;

•        by EQV by written notice to PIH, if PIH breaches in any material respect any of its representations or warranties contained herein or PIH breaches or fails to perform in any material respect any of its covenants contained herein, which breach or failure to perform (a) would render a condition precedent to EQV’s and Presidio Merger Sub’s obligations to consummate the transactions set forth in Section 8.1 or Section 8.2 of the Business Combination Agreement not capable of being satisfied and (b) after the giving of written notice of such breach or failure to perform to PIH by EQV, cannot be cured or has not been cured by the later of (x) the Outside Date and (y) 30 Business Days after the delivery of such written notice (in the case of clause (y), the Outside Date, as applicable, shall automatically be extended until the end of such 30 Business Day period, but in no event on more than one occasion) and EQV has not waived in writing such breach or failure; provided, however, that the right to terminate the Business Combination Agreement under Section 9.1(e) of the Business Combination Agreement shall not be available to EQV if any EQV Party is then in material breach of any representation, warranty, covenant or agreement contained herein; or

•        by either PIH or EQV by written notice to the other if the extraordinary general meeting has been held (including any adjournment or postponement thereof), has concluded, the EQV Stockholders have duly voted, and the EQV Required Vote was not obtained.

In the event of the termination of the Business Combination Agreement pursuant to Section 9.1 of the Business Combination Agreement, the Business Combination Agreement shall immediately become null and void, without any Liability on the part of any Party or any other Person, and all rights and obligations of each Party shall cease; provided that (a) the Confidentiality Agreement and the agreements contained in Section 6.8(a), Section 6.10, this Section 9.2 and Article X of the Business Combination Agreement survive any termination of the Business Combination Agreement and remain in full force and effect and (b) no such termination shall relieve any Party from any Liability arising out of or incurred as a result of its Fraud or its willful and material breach of the Business Combination Agreement.

Amendments

The Business Combination Agreement may be further amended by execution of an instrument in writing signed by EQV and PIH.

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Background of the Business Combination

The Business Combination is the result of an extensive and deliberate process undertaken by EQV, PIH and their respective representatives, including legal and financial advisors. The terms of the Business Combination Agreement are the product of arms-length negotiations among the parties. The following summary outlines the chronology and background of these negotiations.

EQV is a blank check company incorporated as a Cayman Islands exempted company on April 15, 2024, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination. EQV’s registration statement for the IPO was declared effective on August 6, 2024. On August 8, 2024, EQV consummated its IPO of 35,000,000 Public Units, at a price of $10.00 per unit, generating gross proceeds of $350,000,000.

Simultaneously with the IPO, EQV consummated (i) the sale of 400,000 Private Placement Units to Sponsor for gross proceeds of $4,000,000 and (ii) the sale of 262,500 private placement units to BTIG, each consisting of one Class A Share and one-third of one EQV warrant. Following the IPO and the related private placements, $350,000,000 of net proceeds was placed in the Trust Account. The funds in the Trust Account are invested solely in U.S. government securities, money market funds selected by EQV or an interest-bearing demand deposit account. Total transaction costs associated with the IPO amounted to $19,093,523, consisting of $5,250,000 of cash underwriting fees, $12,250,000 of deferred underwriting fees and $1,593,523 of other offering costs.

EQV granted the underwriter a 45-day option from the date of the IPO to purchase up to 5,250,000 additional units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. The underwriter partially exercised the option, and as a result, 1,312,500 Class B Shares were forfeited.

Following the IPO, EQV initiated a broad search process focused on traditional oil and gas businesses. Between August 8 and November 27, 2024, EQV evaluated 64 potential transaction targets (“Potential Targets”), entering into 18 non-disclosure agreements to facilitate further diligence. EQV prioritized Potential Targets based on their competitive positions, financial profiles, cash flow generation, maturity of business plan and strategic alignment, scalability, and readiness to operate as a public company.

Throughout the search process, EQV utilized the collective investing, industry and transactional experience of the Sponsor, EQV’s management team and the EQV Board to screen and evaluate acquisition opportunities. Diligence included, but was not limited to, review of Potential Targets’ business models, financial statements, growth strategies, markets served and management teams.

In 2023, prior to and unrelated to the IPO, PIH engaged Cantor Fitzgerald & Co. (“Cantor”) to lead a strategic review and evaluation of PIH. In connection with this strategic review and evaluation, Cantor led a marketed process for the sale of some or all of the equity or assets of PIH and its subsidiaries. As part of this market outreach, on January 25, 2024, EQV Partners LLC (“EQV Partners”), a private oil and gas fund that is neither a parent nor subsidiary of EQV and is wholly owned by Jerry Silvey III and Tyson Taylor, held preliminary discussions with Cantor regarding PIH. EQV Partners ultimately did not bid on PIH and did not meet with the PIH management as part of this process.

As part of the search for a Potential Target, on August 11, 2024, PIH granted EQV access to its virtual data room previously established for PIH’s strategic process. Shortly thereafter, on August 19, 2024, representatives from EQV, PIH, Morgan Stanley and Cantor attended an in person meeting to discuss the potential for a business combination and introduce the teams to each other. Cantor arranged the meeting and Jerry Silvey III and Tyson Taylor from EQV, Will Ulrich and Chris Hammack from PIH, John Moon and Calvin White from Morgan Stanley and Matthew Brogdon and Tyler Cohen from Cantor attended the meeting. On August 28, 2024, EQV and PIH executed a mutual non-disclosure agreement.

Between late August and early October 2024, EQV conducted thorough diligence on PIH and other shortlisted Potential Targets. In parallel with evaluating PIH, EQV conducted diligence on a subset of other targets with whom it had entered into nondisclosure agreements. As part of this diligence process, on August 23, 2024, EQV engaged VSO Petroleum Consultants, Inc. to provide technical diligence regarding reservoir and geological engineering services across several possible targets and assets, including those of PIH.

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On October 2, 2024, PIH hosted a corporate presentation at its headquarters in Fort Worth, Texas. The meeting focused on PIH’s business and the strategic and geographic merits for a transaction that included PIH acquiring the assets of EQVR. PIH was very familiar with the EQVR assets and had evaluated them in connection with a separate process. Jerry Silvey III, Tyson Taylor, Will Smith and Andrew McKinley from EQV, Matt Brogdon from Cantor, Will Ulrich, Chris Hammack, Brett Barnes and Ginnie Vierra from PIH, and John Moon, Calvin White and Kate LeBeau from Morgan Stanley were in attendance.

On October 11, 2024, EQV sent a letter of intent (“LOI”) to Morgan Stanley and PIH through Cantor, whose prior engagement letter with PIH had been extended. The LOI proposed a business combination involving PIH, its subsidiaries, substantially all the assets of another Morgan Stanley portfolio company (“Additional MS PortCo”), and EQVR and, among other terms, contemplated (i) a total enterprise value of $750,000,000 for the Business Combination, (ii) a PIPE financing of approximately $250,000,000, and (iii) the purchase of all outstanding units of all EQVR equityholders for cash, subject to sufficient funds raised. In connection with the LOI negotiations and proposed transactions, EQV engaged Kirkland & Ellis LLP (“K&E”), Morgan Stanley engaged Sidley Austin LLP (“Sidley”), and PIH management engaged Weil, Gotshal & Manges LLP (“Weil”).

Following PIH’s receipt of the draft LOI, representatives of PIH, EQV and Cantor met on October 23 and 24, 2024 to discuss EQVR’s valuation.

The parties also continued to review valuation and strategic logic of the inclusion of Additional MS PortCo in the transaction. On October 31, 2024, members of PIH, EQV, and Cantor Fitzgerald met to discuss key terms of the LOI and agreed to remove the Additional MS PortCo assets from the transaction, due, in part, to differences over valuation and transaction-related strategic considerations.

From October 31 through November 24, 2024, the parties negotiated the LOI, and the transaction key terms and structure. Drafts of the LOI were exchanged between the parties on November 4, 2024, November 9, 2024, and November 15, 2024. Calvin White and Jerry Silvey III then held a teleconference call on November 18, 2024, to discuss certain provisions of the LOI, including the size of the intended PIPE raise and allocation of founder shares. Additional drafts were exchanged on November 22, 2024, and November 24, 2024. During these exchanges, the following items were among the items that were negotiated: (i) the PIPE Financing amount of $250 million (along with a potential upsize), (ii) the initial exclusivity period of 45 days, together with the terms for potential exclusivity extension, (iii) the transaction consideration was negotiated, including with respect to how certain interests would be exchanged (which included the definitions of “EQV Share Consideration,” “Cash Consideration” and “Company Share Consideration”), (iv) the “Available Cash” definition was negotiated, (v) a carveout for PIH’s September 2024 Cherokee acreage sale was agreed upon, (vi) the parameters for the lock-up period and registration rights were agreed upon, (vii) the parties negotiated the inclusion of Founder Shares as an incentive mechanism for anchor capital commitments to help maximize Available Cash and (viii) the high-level terms of the Management and Equity Compensation Plan were negotiated.

On November 26, 2024, the parties agreed to a final LOI with a revised structure that excluded the Additional MS PortCo, lowered the enterprise value to an aggregate of $650,000,000 ($585,000,000 and $65,000,000 for PIH and EQVR, respectively), and included a minimum aggregate amount of $250,000,000 in equity financing, certain rollover mechanics for select equityholders and a minimum Available Cash condition.

Before signing the LOI, EQV held a meeting of the EQV Board on November 27, 2024, to discuss the transaction and deal structure, during which the EQV Board approved entry into the LOI. EQV and PIH then entered into the LOI on November 27, 2024, which included a mutual exclusivity period beginning on the date the LOI was executed for an initial 45-day period, which exclusivity period could be further extended upon mutual written agreement by PIH and EQV. The EQV and PIH teams then held a kick-off call on December 2, 2024, to discuss roles and responsibilities for the transaction.

Following the execution of the LOI, EQV and EQVR retained additional advisors, including Altamira-US LLC (“Altamira”) to assist with environmental diligence and CG&A for petroleum engineering support and analysis. On December 3, 2024, EQV held an introductory call with TD Securities (USA) LLC (“TD”) to discuss formally engaging TD, counseled by Vinson & Elkins LLP (“V&E”), as a capital markets advisor, financial advisor and placement agent in connection with the potential PIPE Financing; the parties entered into a nondisclosure agreement thereafter.

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On December 23, 2024, EQV introduced TD to PIH, along with Cantor and Morgan Stanley, to discuss the PIPE process, investor outreach, and next steps, which included a detailed discussion on the status of the draft PIPE investor presentation and suggested comments, and, on January 22, 2025, EQV and TD entered into an engagement letter.

In parallel with onboarding advisors and consultants, the parties continued to discuss the Business Combination. In early December 2024, EQV and PIH discussed the timeline and process of the Business Combination, the assets and deal generally, including the PIPE Financing. Throughout January and the beginning of February 2025, TD, Cantor, PIH, Morgan Stanley and EQV collaborated to refine investor materials, including necessary financial models and proposed timelines for the PIPE process. During this period, representatives of TD began strategic outreach to potential PIPE Investors about their potential participation. PIH, EQV, TD and V&E, counsel for TD, met on January 20, 2025, to discuss legal diligence items ahead of launching PIPE outreach. The parties met again on January 22, 2025, to discuss auditor diligence items ahead of launching PIPE outreach, with representatives from Morgan Stanley, Grant Thornton LLP and Embark Financial Advisors attending the call as well. Further, on January 22, 2025, representatives from PIH and Mobius Risk Group LLC, a hedge consultant, met with PIH management to discuss the form of execution of a potential hedge re-strike following the decision to use a hedge restrike as a mechanism to de-leverage the surviving company, including raising additional cash to be held on the balance sheet, paying down existing debt and any associated prepayment penalties, or restriking certain hedge agreements. On January 23, 2025, PIH met with multiple banks, and began to review the banks’ proposed term sheets for the post-merger entity with respect to a potential RBL. Additionally, on January 23, 2025, K&E and V&E held a legal kick off call to discuss the transaction timeline and the PIPE process.

To address potential conflicts of interest arising from the fact that Jerry Silvey III and Tyson Taylor, members of the EQV Board, also serve on the board of the entity that controls EQVR, Bryan Summers, an independent EQV Board member, led the process for a fairness opinion and met with representatives of three independent valuation firms to discuss each such firm’s capabilities in rendering a third-party fairness opinion with respect to the EQVR Acquisition, including a meeting with Kroll, LLC, operating through Duff & Phelps on January 29, 2025. Duff & Phelps’ experience with the energy industry, public companies and SPACs was a factor in considering its engagement. Similarly, on February 10, 2025, representatives of EQVR and representatives of Baker Botts L.L.P. (“Baker Botts”) attended an introductory call to discuss a potential engagement. EQVR subsequently engaged Baker Botts.

EQV, PIH and TD then attended a preparatory call on February 4, 2025, to discuss PIPE investor outreach and next steps. On February 11, 2025, the parties began sharing information, including the PIPE investor presentation and financial models related to PIH and its business, with prospective PIPE Investors. Formal investor meetings commenced on February 18, 2025 and continued until April 2, 2025. Various organizational calls were held between EQV, PIH and their respective advisors during this time period and EQV shared an updated PIPE investor presentation with PIH on February 23, 2025. In April 2025, market dynamics shifted to create heightened uncertainty across equity and credit markets. Due to market volatility, at TD’s recommendation, the parties paused further marketing related to the PIPE Financing.

During the pause, the parties focused on maximizing transaction certainty and value. They secured rollover commitments from a significant portion of PIH’s existing equityholders, including all current employees of PIH holding equity in PIH. The parties also sought strategic participation from a major oil and gas company and targeted potential preferred equity investors. Further, during the pause, the parties continued to meet with TD to discuss the status of potential PIPE investors and market conditions, including calls on March 11 and March 27, 2025. On April 29, 2025, EQV and the major oil and gas company held an initial meeting where it expressed interest in participating in the PIPE Financing and in receiving certain hedge restrike volumes. It subsequently executed a nondisclosure agreement and began diligence.

On May 7, 2025, noting improved market conditions and investor sentiment, the parties agreed to resume PIPE fundraising efforts consisting of a common stock PIPE offering and a potential private placement of preferred equity. Starting on May 20, 2025, and until the signing of the Business Combination Agreement, representatives of EQV, PIH, TD, Morgan Stanley, V&E, K&E, Sidley, ICR and Cantor attended weekly all-hands teleconference meetings and discussed legal transaction workstreams, general deal status and PIPE outreach and strategy.

On May 21, 2025, Cantor began outreach to potential preferred equity investors, with nine prospective investors executing a nondisclosure agreement, and diligence efforts and term sheets progressing in parallel with four counterparties.

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Throughout the negotiations, the parties and their counsel considered potential transaction structures from May until July 2025. On May 29, 2025, K&E, Sidley and Baker Botts jointly determined an Up-C structure would be utilized in both the Business Combination and the EQVR Acquisition.

Marc Peperzak, Bryan Summers and Andrew Blakeman and Duff & Phelps held an additional call on May 30, 2025, to further discuss the fairness opinion process to ensure the value put on EQVR in the EQVR Merger Agreement was fair. Among the topics of discussion were the timing of Duff & Phelps’ analysis, information they would need to see, what steps they would include and cost. On the same day, an updated PIPE investor presentation was circulated to 14 different select common equity and preferred equity investors as part of the ongoing investor outreach.

On June 3 and 10, 2025, representatives from Baker Botts held a call with representatives from EQVR to discuss the transaction status and to provide updates on the various workstreams.

On June 11, 2025, the parties agreed to proceed to full form negotiation of the Business Combination Agreement, with K&E providing the initial draft based on the LOI and including terms incrementally agreed to by the parties. These additional items included: (i) a rollover commitment by a significant portion of PIH’s existing equityholders, (ii) structuring the transaction for tax purposes as an “Up-C” transaction structure, (iii) the inclusion of additional financing proceeds to be raised from a preferred equity investment in EQV, (iv) the use of a certain portion of Available Cash for post-closing hedge restructuring, (v) the inclusion of 50% of the SPAC Sponsor’s Founder Shares being placed in a Dividend Reinvestment Program and 25% being placed in a three year annual vesting program, (vi) a management incentive plan allocated 10% of the fully diluted equity of EQV with 50% to be granted to PIH management on to be agreed terms, (vii) employment agreements to be entered with specific members of PIH management, (viii) post-closing EQV governance of a nine director board with two seats allocated to Will Ulrich and Chris Hammack, five independent directors and (ix) the remaining directors allocated to individuals designated by the SPAC Sponsor and customary interim operating covenants.

On June 12, 2025, K&E circulated an initial draft of the common stock Subscription Agreement to V&E. Negotiations followed regarding material terms including registration rights and investor representations and warranties.

On June 25, 2025, EQV formed the Special Committee comprised of Marc Peperzak, Bryan Summers and Andrew Blakeman via written consent. The Special Committee was tasked with evaluating and voting on matters related to the EQVR Acquisition, given the potential conflicts noted above. Between July and August 2025, the EQV Board and Special Committee convened regularly to receive updates, discuss transaction terms, review key documents, and assess diligence findings of the proposed Business Combination with PIH. The EQV Board and Special Committee received draft resolutions, legal presentations, a legal diligence memorandum, a summary of the transaction structure and key transaction documents and updated copies of the key transaction documents, including the Business Combination Agreement and EQVR Merger Agreement and held their meetings via videoconference with management, K&E and Walkers (Cayman) LLP, Cayman Islands counsel to EQV (“Walkers”), present during each meeting. During each meeting, EQV’s management provided an update on the progress of negotiations regarding the terms of the proposed Business Combination and anticipated benefits of the transaction to EQV’s Board. Additionally, during each meeting, a representative of Walkers reviewed the EQV Board’s fiduciary duties from a Cayman Islands law perspective. During the meetings, K&E also helped to discuss the key terms of each of the agreements, the tax structure of the agreements and the key legal due diligence findings. Prior to each vote, the Special Committee would convene separately to vote on the EQVR Acquisition and process, followed by a full EQV Board vote on the Business Combination and the Business Combination Agreement transaction and process.

PIH held its regularly scheduled quarterly board meeting on June 26, 2025, to discuss the performance of the PIH business and key initiatives, including the status of negotiations and key workstreams regarding the Business Combination and EQVR Acquisition. At the board meeting, PIH determined that, subject to negotiation of an agreement in form and substance acceptable to the PIH Board and PIH’s equityholders, they would proceed with the transactions.

On June 30, 2025, K&E sent the initial draft of the Business Combination Agreement to Sidley. Over the course of June and July 2025, the parties worked to actively negotiate, draft, and finalize the definitive documents and held ongoing discussions regarding the structuring of the Business Combination and EQVR Acquisition. Some of the material terms negotiated in the Business Combination Agreement discussions related to the calculation and allocation of consideration and available cash, the treatment of rollover equity, and the inclusion and scope of minimum cash conditions. As the discussions progressed, the parties also negotiated and confirmed the scope and thresholds of representations and warranties (including oil and gas — specific matters and Material Contracts), the treatment of transaction expenses, and the application of interim operating covenants.

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After interviewing three potential compensation consultants and after coordinating with EQV, PIH engaged Meridian Compensation Partners (“Meridian”) to collect peer data and develop executive compensation recommendations for the surviving entity. Meridian presented its findings and draft proposals to Chris Hammack and Will Ulrich on July 1, 2025.

Throughout the course of the negotiations detailed in this section, K&E, EQV, Sidley and PIH exchanged multiple revised drafts of the Business Combination Agreement. The following is a summary of some of the items that were negotiated between the parties during each of the turns of the Business Combination Agreement (each of the defined terms used in this paragraph that are not otherwise defined herein are as defined in the Business Combination Agreement):

•        Sidley responded to K&E’s initial draft of the Business Combination Agreement with a revised draft on July 1, 2024. The revised draft included: (i) revisions to the scope of certain representations and warranties made by PIH with respect to Material Contracts, Real Estate and Sufficiency of Assets, (ii) revisions with respect to the terms of the interim operating covenant, and (iii) covenants related to the preparation of pre-Closing and Straddle Period tax returns.

•        In K&E’s draft sent to Sidley on July 16, 2025, the parties (i) negotiated revisions to the Minimum Cash Condition, (ii) continued to negotiate the package of representations and warranties with respect to PIH and (iii) the terms of the interim operating covenant with respect to certain interim period actions by PIH.

•        Sidley sent an updated draft to K&E on July 21, 2025 in which (i) certain financial definitions were revised to reflect feedback from PIH’s financial advisors, (ii) the parties continued to negotiate (a) the definition of Minimum Cash Condition and (b) PIH’s representations and warranties, (iii) provisions related to the conditions and requirements for the contemplated RBL were added, and (iv) the closing conditions were revised.

•        K&E responded in an updated draft which was sent to Sidley on July 23, 2025, which included revisions such as: (i) the addition of mechanics related to the contemplated rollover of PIH equity by certain members of management, (ii) incremental provisions related to the EQVR Acquisition, (iii) adjustments to the deliverables to be provided by each party at Closing, and (iv) revisions with respect to the RBL and Available Cash mechanics.

•        Sidley responded in an updated draft sent to K&E on July 28, 2025, which updated draft included revisions related to: (i) details and requirements related to employment agreements for Will Ulrich, Chris Hammack, John Brawley and Brett Barnes, (ii) a decrease in the contemplated Rollover Amount, from $65,000,000 to $57,000,000, including language that management may elect to roll incremental equity during the period from the Execution Date through the Closing Date, (iii) clarification of certain tax-related deliverables at the Closing Date, and (iv) continued negotiation of the representations and warranties.

•        On August 1, 2025, K&E responded to Sidley’s draft with revisions which included: (i) incremental edits to account for a contemplated “double dummy” merger structure, (ii) incremental clarifications on the interaction between the Closing and the EQVR Acquisition, (iii) incremental revisions with respect to (a) the RBL Commitment Letter and (b) the interim operating covenant and (iv) the addition of a requirement that cash held in the Trust Account prior to Closing, but following the Share Redemptions be placed into a segregated account, with such amount to be split between use for the business and available cash for redemption, transaction expenses and repayment of indebtedness.

•        On August 1, 2025, Sidley further responded to K&E’s draft. Sidley’s revisions included (i) removing the requirement that PIH to deliver a support agreement at the signing, (ii) the addition of incremental detail with respect to the contemplated hedge restrike contemplated to occur at the Closing, (iii) updates to EQV’s representations and warranties to reflect the most recent Series A Preferred Investment Amount and terms related thereto and (iv) the addition of a requirement for the surviving company to pay annual bonuses (in the event the Closing occurs in 2025) equal to the annual bonus which would otherwise have been payable to the applicable employee if the Closing did not occur in 2025.

•        K&E and Orrick responded to Sidley’s draft on August 2, 2025, with revisions primarily related to the mechanics surrounding the issuance and treatment of preferred equity of EQV.

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•        Sidley responded to this updated draft on August 4, 2025, with revisions that included: (i) additional detail regarding the cross-conditionality of the EQVR Acquisition and the Business Combination, including with respect to the required vote of stockholders with respect to each such transaction, (ii) additional revisions to the representations and warranties of the parties, and (iii) language agreeing to cooperate (at EQV’s sole expense) in connection with any Permitted Equity Financing contemplated to be negotiated during the period between the Execution Date and the Closing.

•        K&E next responded with an updated draft on August 5, 2025, which updated draft included revisions such as: (i) additional revisions regarding the contemplated “double dummy” structure, (ii) incremental detail regarding the value of the PIPE Financing based on the most recent figures provided with respect thereto and (iii) revisions to the Permitted Equity Financing cooperation covenant.

•        K&E and Sidley then resolved the remaining immaterial items during August 4, 2025 and August 5, 2025, with the parties eventually coming to an agreement on substantially the terms of the Business Combination Agreement attached as Exhibit 2.1 to this filing.

In parallel with the negotiation of the Business Combination Agreement, on July 8, 2025, the EQV Board, along with respective advisors, convened and the deal team presented a review of the proposed targets, PIH and EQVR, and discussed the potential sources of funds to conduct the transactions, the valuation methodology for the targets, the conflicted nature of the EQVR Acquisition and engaging Duff & Phelps for a fairness opinion for the EQVR Acquisition. The Special Committee met separately via videoconference to discuss the EQVR Acquisition details and agreed to engage Duff & Phelps for the fairness opinion on the EQVR Acquisition. On July 10, 2025, EQV formally engaged Duff & Phelps to provide a fairness opinion with respect to the EQVR Acquisition. Further, also on July 10, 2025, EQV engaged Altamira for environmental diligence services with regard to the transactions. PIH provided data room access to K&E and EQV on July 14, 2025, for the purposes of reviewing the Business Combination. EQV instructed K&E to conduct an in-depth legal review of PIH’s governance documents, debt instruments, material contracts, labor and employment practices, executive compensation practices, employee benefits programs, environmental matters, real property, litigation matters and intellectual property entitlements. The next day, in connection with evaluating the EQVR Acquisition, PIH received access to EQVR’s virtual data room and PIH reviewed and analyzed EQVR’s governance documents, key agreements, environmental matters, real property, litigation and other significant documents and materials. In conjunction, PIH performed a Phase 1 environmental study on EQVR properties, which was completed on July 31, 2025. PIH conducted such due diligence until the signing of the EQVR Merger Agreement.

Following negotiations and discussions with multiple potential counterparties in June and July 2025, EQV and PIH selected funds advised by JPMorgan Investment Management Inc. (“JPMIM”) to lead the negotiations of the terms of the preferred equity investment, and based on such negotiations and discussions, the parties agreed on material terms in connection with such preferred equity investment. Cantor served as the placement agent for the preferred equity investment and contacted certain potential preferred equity investors, but did not participate in marketing equity of any type to PIPE investors.

Beginning in the month of July, the parties commenced detailed legal diligence of EQVR and PIH. Sidley began legal diligence with respect to EQVR and its assets on July 9, 2025, and continuing its review through the signing of the key transaction documents. K&E likewise began extensive legal diligence on July 14, 2025, which continued until the bring down diligence call among EQV, PIH, K&E, Sidley and TD on August 4, 2025.

On July 16, 2025, Sidley sent drafts of the Securities Purchase Agreement, Certificate of Designation, and, shortly thereafter, the Warrant Agreement (the “Preferred Documents”) to Orrick, Herrington and Sutcliffe LLP (“Orrick”), counsel to JPMIM, and K&E. Negotiations on the Preferred Documents began to memorialize the agreed upon terms.

On July 17, 2025, and July 21, 2025, EQV, PIH and representatives from K&E and Sidley discussed a potentially combined Up-C structure for the Business Combination Agreement and a “double dummy” structure for the EQVR Merger Agreement. An additional call regarding the tax structure of the transaction was held among representatives from K&E, Sidley and Baker Botts on July 22, 2025. Baker Botts then discussed the contemplated tax structure with EQVR on July 17, 2025 and July 23, 2025.

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On July 21, 2025, Sidley, on behalf of PIH, provided an initial draft of the EQVR Merger Agreement to Baker Botts. Sidley and Baker Botts continued to negotiate and exchange revisions to the EQVR Merger Agreement and the transaction documents relating to the EQVR Acquisition until August 5, 2025. During this period, key points of negotiation included: (i) the scope of the representations and warranties, (ii) the scope and nature of restrictions included in the interim operating covenant, (iii) the conditions to closing and the closing of the Business Combination Agreement, (iv) the terms and conditions related to a transition services agreement to be entered into between the parties (as well as a form thereof), and (v) covenants with respect to certain assignments of assets out of and into EQVR prior to the closing of the EQVR Acquisition (each of the defined terms used in the bullet points below that are not otherwise defined herein are as defined in the EQVR Merger Agreement):

On July 25, 2025, Baker Botts responded to Sidley’s initial draft of the EQVR Merger Agreement with a revised draft that included: (i) revisions addressing transaction structure and intended tax treatment, and the addition of a Minimum Cash Condition in respect of a potential acquisition of an overriding royalty interest in connection with the EQVR’s arrangement with Cibolo EQV, LLC (the “ORRI”), (ii) revisions to key definitions and the scope of Company representations and warranties, including with respect to Company Indebtedness, oil and gas reserves, real property, tax and labor matters, and (iii) revisions to closing mechanics, interim operating covenants and closing conditions, including EQV’s public company, SEC filing and stock exchange listing obligations.

On July 30, 2025, Sidley responded to Baker Botts’ July 25 draft of the EQVR Merger Agreement with a revised draft that included: (i) revisions to the scope of definitions, representations and warranties, and interim operating covenants, including continued revisions to Company Indebtedness and oil and gas reserves, and (ii) updates to closing mechanics and EQV public company obligations to reflect negotiated positions between the parties and (iii) removing the Minimum Cash Condition and ORRI concepts.

On August 1, 2025, Baker Botts responded to Sidley’s July 30 draft of the EQVR Merger Agreement with a revised draft that included: (i) certain additional conforming revisions to the merger structure, definitions and representations and warranties, (ii) additional revisions to interim operating covenants, pre-closing cooperation obligations and EQV’s public company, SEC filing and stock exchange listing requirements, and (iii) continued negotiation of closing conditions.

On August 2, 2025, Sidley responded to Baker Botts’ August 1 draft of the EQVR Merger Agreement with a revised draft that included: (i) further refinement of certain definitions and Company representations and warranties, and (ii) expanded and clarified interim operating covenants and pre-closing agreements, including with respect to certain regulatory and labor matters.

On August 3, 2025, Baker Botts responded to Sidley’s August 2 draft of the EQVR Merger Agreement with a revised draft that included: (i) revisions to Company representations and warranties, including with respect to disclosure thresholds, and (ii) continued negotiation of provisions related to the interim operating covenant and regulatory requirements.

On August 4, 2025, Sidley responded to Baker Botts’ August 3 draft of the EQVR Merger Agreement with a revised draft that included: (i) refinements to certain defined terms, (ii) expanded and conformed provisions relating to Company Financial Statements, and (iii) continued negotiation of provisions related to labor matters and (iv) conforming revisions to related representations and disclosure schedules.

Later on August 4, 2025, Baker Botts responded to Sidley’s August 4 draft of the EQVR Merger Agreement with a revised draft that included: (i) certain conforming changes to reflect the updated transaction structure, and (ii) provisions related to the proposed entry into a Transition Services Agreement at the closing of the transactions whereby EQV Operating LLC will provide certain limited services for a limited period after closing and (iii) removal of representations relating to the EQV Operating LLC Financial Statements.

Baker Botts and Sidley then resolved the remaining immaterial items during August 5, 2025, with the parties eventually coming to an agreement on substantially the terms of the EQVR Merger Agreement attached as Exhibit 2.2 to this filing.

Weil provided their first comments to the Rollover Agreement, through the management team, on July 23, 2025, as well as initial drafts to the compensation and employment agreements, which were then circulated between the parties and their advisors. Weil further delivered comments on July 28, 2025, to the forward-looking governance documents.

On July 24, 2025, K&E sent an initial draft of the Special Committee Consent of the transaction to Baker Botts and provided an initial draft of the EQV Disclosure Schedules to the Business Combination Agreement to Sidley.

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The EQV Board met via videoconference on July 25, 2025. Walkers reviewed and reminded members of their fiduciary duties from a Cayman law perspective. The EQV Board then discussed updates on the Business Combination and the EQVR Acquisition, including the current status of the equity and PIPE rollover amounts, the definitive legal documents and the tax structure of the transaction based on ongoing diligence. The EQV Board also discussed Duff & Phelps’ fairness opinion, and Duff & Phelps answered questions from each of the members of the Special Committee. On July 25, 2025, Duff & Phelps completed their work and issued the fairness opinion deeming the EQVR Acquisition fair from a financial perspective.

Orrick, EQV, PIH, Sidley and K&E called on July 26, 2025, to discuss and negotiate the Preferred Documents, after which K&E circulated a revised markup of the Preferred Documents to Orrick and Sidley.

Throughout July 2025, all advisors and principals continued to have discussions as necessary to progress the definitive documents and negotiate open items with respect to the Business Combination, the EQVR Acquisition, the Preferred Documents and other material agreements attached to or agreed upon in connection with the foregoing, such as the Registration and Stockholders’ Rights Agreement, the transition services agreement and the Proposed Governing Documents. On July 28, 2025, K&E, EQV, EQVR and Baker Botts discussed the tax structuring of the transactions and resolved that the documents should be revised to reflect a dual structure: an Up-C for the Business Combination and a “double dummy” structure for the EQVR Acquisition.

Sidley circulated an initial markup of the Preferred Documents to Orrick and K&E on July 29, 2025. EQV, PIH, K&E, Sidley and Orrick met via teleconference to discuss and negotiate the Preferred Documents on the same day. Around the same time, Sidley, K&E and Baker Botts teams again discussed the tax structure of the transaction.

K&E sent an initial draft of the form of common stock Subscription Agreement to the PIPE Investors on July 30, 2025, and some of the common stock PIPE Investors provided comments until the form of Subscription Agreement was agreed upon on August 4, 2025. The parties negotiated material terms in the Subscription Agreement, including closing conditions regarding a restrike of certain hedging obligations on the part of PIH and its subsidiaries, representations and warranties including regarding the capitalization of EQV and the Sponsor and certain “non-reliance” language with respect to investors executing such Subscription Agreement. In addition, Sidley sent an initial draft of the Securities Purchase Agreement and exhibits beginning July 16, 2025, to JPMIM and Orrick and the parties progressed the Preferred Documents, until such documents were agreed upon on August 5, 2025. The parties negotiated material terms in such Preferred Documents, including warrants exercisable for common stock, the legal opinion deliverables, the dividend mechanics (including step-up and PIK features), collateral ratio and leverage covenants, mandatory redemption triggers, exercisability, registration rights on the common stock underlying the warrants, and consent rights and governance.

Presidio was incorporated on July 30, 2025, EQV Merger Sub was incorporated on July 30, 2025, EQV Holdings was formed on July 22, 2025, and Presidio Merger Sub was formed on July 22, 2025.

The EQV Board reconvened on August 1, 2025, and representatives of K&E discussed and reviewed the terms of the proposed definitive transaction documentation and the key legal due diligence findings. The EQV Board received a packet of all current transaction documents, discussed the updates on the Business Combination and the EQVR Acquisition, reviewed a presentation which provided an overview of the material provisions of the Business Combination and EQVR Acquisition, discussed the various possible outcomes of the SPAC process and discussed the signing timeline.

The Special Committee subsequently, and by unanimous written consent, (i) authorized and approved the EQVR Merger Agreement and related documents and the transactions contemplated by such documents; and (ii) determined that it was advisable and in the best interests of EQV for EQV to enter into the EQVR Merger Agreement and related documents. Afterward, the EQV Board, by unanimous written consent, (a) determined that it was in the best interests of EQV and its shareholders for EQV to enter into the Business Combination Agreement and consummate the transactions contemplated thereby, (b) authorized management to negotiate, execute and deliver the transaction documents related to the Business Combination Agreement and (c) authorized management to consummate the transactions contemplated by the Business Combination Agreement, among other things.

Simultaneously, PIH’s board of directors via unanimous written consent, (i) determined that it was in the best interests of PIH and its shareholders for PIH to enter into the Business Combination Agreement and consummate the transactions contemplated thereby, (ii) determined that it was in the best interests of PIH and its shareholders for PIH to enter into the EQVR Merger Agreement, for limited purposes, and consummate the transactions contemplated thereby and (iii) authorized PIH management to consummate the transactions contemplated by the Business Combination Agreement and EQVR Merger Agreement, among other things.

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On August 4, K&E, Sidley and Weil held discussions, including a tax-focused meeting on structure, to address the remaining rollover, equity and employment agreement points and finalize the documents pertaining to PIH management’s concerns.

On August 5, 2025, all parties and advisors, including EQV, EQVR, PIH, JPMIM, K&E, Sidley, Orrick, Baker Botts and TD, convened via teleconference to finalize the transaction documents, including the Business Combination Agreement, EQVR Merger Agreement, Preferred Documents and related documents, and each respective party, through authorized representatives, released signature pages for all of the transaction documents. On August 5, 2025, PIH and Citizens Bank, N.A. agreed on term sheets and commitment papers to put an RBL in place with Presidio following the Business Combination.

On August 5, 2025, a press release was issued announcing the Business Combination. Shortly thereafter, EQV filed a current report on Form 8-K attaching the press release and investor presentation that was used by EQV in connection with the PIPE Financing, and on August 11, 2025, EQV filed a current report on Form 8-K attaching, among other things, the Business Combination Agreement, the EQVR Merger Agreement, and the Preferred Documents.

Material Effects of the Business Combination, EQVR Acquisition, potential PIPE Financing and Preferred Financing

In considering the recommendation of the EQV Board to vote in favor of the Business Combination, EQV’s stockholders should be aware of the following non-exhaustive list of benefits and detriments of the Business Combination, EQVR Acquisition, the PIPE Financing and the Preferred Financing on EQV and its affiliates, the Sponsor and its affiliates, and PIH and its affiliates and EQV’s unaffiliated stockholders.

EQV and its affiliates.    For EQV, the primary benefit of the Business Combination and the EQVR Acquisition is the opportunity to complete the purpose for which it was formed. The principal material detriment to EQV of the Business Combination and the EQVR Acquisition is the opportunity cost that by consummating the Business Combination, EQV is foregoing the opportunity to consummate a business combination transaction with another entity that theoretically could be of greater value to EQV than PIH or EQVR. However, the EQV Board considered the benefits of the transaction with PIH and EQVR and determined such transaction was the best transaction available to it at such time. The potential PIPE Financing and Preferred Financing benefits EQV by providing it with additional capital to assist in the consummation of the Business Combination.

Sponsor and its affiliates.    The Sponsor paid an aggregate of $25,000 for the Class B Shares, and upon the completion of the Business Combination, the Class B Shares will convert into Presidio Class A Common Stock. In addition, the Sponsor paid an aggregate of $4,000,000 for its 400,000 Private Placement Units consisting of 400,000 Class A Shares and 133,333 EQV private placement warrants. Upon the completion of the Business Combination, these Class B Shares and Class A Shares will convert into Presidio Class A Common Stock, and the EQV private placement warrants will convert into Presidio warrants. The principal material benefit to the Sponsor and its affiliates is that the Sponsor ultimately expects to receive up to 8,022,037 shares of Presidio Class A Common Stock (giving effect to the Class B Contribution and assuming the Earn-Out Shares vest in full) upon the completion of the Business Combination, which would be valued at approximately $84,311,609 based on the January 8, 2026 Closing Price, and 133,333 Presidio warrants, which would be valued at approximately $62,667 based on the January 8, 2026 Closing Price. The principal material detriment to the Sponsor and its affiliates of the Business Combination is the loss of its entire $4,025,000 investment if the Business Combination (or another initial business combination transaction) is not consummated prior to the deadline pursuant to EQV’s existing charter. As a result of the EQVR Acquisition, the EQVR shareholders will achieve liquidity on their investment in EQVR at the detriment of losing their ability to participate more directly in the management of EQVR.

PIH and its affiliates.    After the consummation of the Business Combination, shares of Presidio Class A Common Stock are expected to be listed on the NYSE. For PIH and its affiliates, the Business Combination represents the opportunity to become a publicly traded company, with all the attendant benefits thereof including increased credibility and enhanced access to capital from the public markets, which could increase Presidio’s ability to generate revenue. For the PIH Rollover Holders, the tradability of their Presidio Class A Common Stock is expected to make their holdings more liquid. In addition, the PIH Rollover Holders may have acquired their securities of PIH at reflecting a value of less than $10.00 per security. To the extent that shares of Presidio Class A Common Stock trades above their per security acquisition price, PIH Rollover Holders will receive a positive return on their investment in PIH. The potential PIPE Financing and Preferred Financing benefits PIH by providing Presidio with additional capital that could fund its operations and growth following the Business Combination and thereby potentially increases the value of PIH and its affiliates’ holdings and their potential to realize a positive return on investment. The foregoing benefits to PIH and its

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affiliates also constitute the primary reasons for PIH to enter into the Business Combination. The potential detriments to PIH and its affiliates of the Business Combination, the PIPE Financing and the Preferred Financing include: (i) the increased costs and difficulty of operating as a public company; (ii) the payment of expenses related to the Business Combination, which are currently expected to amount to approximately $30.5 million and which may exceed the parties’ estimates, resulting in less liquidity available to Presidio upon the completion of the Business Combination; and (iii) the dilution of their ownership stake in PIH’s business to 15.18% (assuming the Maximum Contractual Redemption Scenario), 11.36% (assuming the Mid-Point Contractual Redemption Scenario) and 9.07% (assuming no redemptions), from 100% of PIH prior to the Business Combination. As a result of the EQVR Acquisition, PIH Rollover Holders will have the opportunity to own a larger company at the detriment of experiencing additional dilution.

EQVR and its affiliates.    As a result of the EQVR Acquisition, EQVR will become a wholly owned subsidiary of Presidio and each unit of EQVR will be automatically converted as of the EQVR Acquisition Effective Time into the right to receive Presidio Class A Common Stock. For EQVR, the primary benefit of the EQVR Acquisition, in conjunction with the Business Combination, is the potential for significant operational and strategic synergies. In addition, consummating the EQVR Acquisition following the Business Combination and becoming part of a public company has the potential to provide additional financing options to the combined company, including enhanced access to capital to facilitate growth, as well as greater liquidity for EQVR’s sole unitholder. Moreover, affiliates of EQVR will benefit from the increased liquidity provided by the Presidio Class A Common Stock. As discussed below in “Interests of Certain Persons in the Business Combination — Interests of our Sponsor and Certain of the Directors and Officers of EQV and EQVR in the Business Combination,” certain directors and officers of EQV and EQVR own indirect equity interests in EQVR, which have no liquid trading market, and as a consequence of the EQVR Acquisition will have indirect interests in publicly tradeable securities. The potential detriments to EQVR and its affiliates are the increased costs and difficulty of Presidio operating as a public company and the dilution of EQVR’s sole unitholder’s ownership stake, and the indirect equity interests of the EQVR affiliates, as a result of the EQVR Acquisition and the Business Combination.

Public shareholders.    For the public shareholders of EQV, the primary benefit of the Business Combination is the opportunity to participate in any growth of PIH and potentially receive a positive return on their investment. Like the Sponsor and its affiliates, however, the warrants held by the public shareholders would expire and be worthless if no business combination is completed by the deadline. The potential PIPE Financing and Preferred Financing benefits public shareholders by providing Presidio with additional capital that could fund Presidio’s operations and growth following the Business Combination and thereby potentially increase the value of Presidio and the public shareholders’ holdings and their potential to realize a positive return on investment in Presidio. The primary potential detriment to the public shareholders of the Business Combination is the immediate dilution of their investment in EQV. Assuming all issued and outstanding Presidio warrants are exercised and the Earn-Out Shares vest in full, public shareholders will hold (i) approximately 45.12% of Presidio’s total issued and outstanding share capital under the No Redemption Scenario, (ii) approximately 31.29% of Presidio’s total issued and outstanding share capital under the Mid-Point Contractual Redemption Scenario and (iii) approximately 8.15% of Presidio’s total issued and outstanding share capital under the Maximum Contractual Redemption Scenario. In addition, if shares of Presidio Class A Common Stock trade below $10.00 per share, public shareholders will lose a portion, or all, of their investment, and if the Business Combination (or another initial business combination) were not consummated by the deadline specified in EQV’s Articles, the warrants held by the public shareholders would expire worthless. As a result of the EQVR Acquisition, public shareholders of EQV will have the opportunity to own a larger company at the detriment of experiencing additional dilution.

EQV Board’s Reasons for the Approval of the Business Combination Agreement

The EQV Board, in evaluating the transaction with PIH, consulted with EQV’s management and its legal, financial and other advisors. In reaching its unanimous resolution (i) that the terms and conditions of the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, are advisable, fair to and in the best interests of EQV and its stockholders and (ii) to recommend that the EQV stockholders approve the transactions contemplated by the Business Combination Agreement, including the Business Combination, the EQV Board considered and evaluated a number of factors, including, but not limited to, the factors discussed below.

Before reaching their decision, the EQV Board reviewed the results of management’s due diligence, performed with the assistance of the advisors, which included:

•        research on industry trends, revenue projections and other industry factors;

•        meetings and calls with PIH’s management team and representatives regarding operations, major customers, regulatory compliance, financial prospects and possible acquisitions, among other customary due diligence matters;

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•        review of PIH’s material business contracts and certain other legal and commercial diligence including discussions with PIH’s major customers, vendors and suppliers; and

•        environmental, financial and accounting diligence.

In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination and the Business Combination Agreement, the EQV Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that they considered in reaching determination and supporting their decision.

The EQV Board considered a number of factors pertaining to the Business Combination and the Business Combination Agreement as generally supporting their decision to enter into the Business Combination Agreement and the transactions contemplated thereby, including but not limited to, the following material factors:

•        Target Industry.    PIH’s management team possesses deep knowledge of the oil and gas industry, and the fact that PIH’s business falls squarely within this particular area of expertise provides us with an opportunity to leverage such expertise in order to realize the investment potential from the Business Combination.

•        Valuation.    The EQV Board concluded that the aggregate consideration payable under the Business Combination Agreement reflects an attractive valuation relative to publicly listed companies with certain characteristics comparable to PIH such as similar industry, end markets, and growth profiles. Taken together with PIH’s strong performance, projected revenue growth rate, and projected profitability, along with the caliber of investors involved in the PIPE Investment, the EQV Board determined that the Business Combination presented a compelling acquisition opportunity for EQV and its stockholders.

The EQV Board also believed that the proposed Business Combination was consistent with the “Our Acquisition Criteria” section in the Form S-1 initially filed with the U.S. Securities and Exchange Commission on June 7, 2024, and declared effective on August 6, 2024 (the “Form S-1”). Specifically, this investment possessed the following core attributes:

•        a substantial and established target valuation relative to the proceeds from the offering;

•        a differentiated and sustainable business model with a defensible market position, prudent financial leverage, predictable hedged cash flow profile, robust profit margin potential and an attractive potential return on capital which is sustainable over time;

•        the potential to generate meaningful unlevered free cash flow, with predictable revenue streams and definable low working capital and capital expenditure requirements;

And in particular for an oil and gas exploration and production business:

•        assets located in the U.S. or Europe with significant reserves classified as “proved developed producing” compared to the total asset value that have a supported history of free cash flow generation and that, after deployment of appropriate capital, can generate supported production levels for significant years in the future;

•        low risk development upside, as demonstrated by assets within a mature, low-decline hydrocarbon reservoir and basin that has proven to be productive and that have undeveloped or underdeveloped inventory that would be economic to develop;

•        assets with a diverse commodity composition across oil, gas and natural gas liquids and assets with high wellbore value diversity to allow for risk insulation through diversification;

•        access to infrastructure and end markets, as demonstrated by assets with gathering and processing infrastructure in place to meet current and future requirements, along with appropriate contracts that allow the business to have sufficient capacity to develop and grow future reserves and production volumes when market conditions warrant;

•        strong people, processes and culture;

•        attractive growth prospects, including an ability to capitalize on positive secular tailwinds;

•        sufficient scale and resources to achieve a successful transition into the public market;

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•        will benefit from having a public currency to enhance its ability to grow organically or through mergers and acquisitions; and

•        will benefit from EQV’s relationships and deep value creation capabilities.

The EQV Board believed that the proposed Business Combination met all of the above criteria set forth in the Form S-1.

The EQV Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination Agreement and the Business Combination, including, but not limited to, the following:

•        Benefits Not Achieved.    The risk that the potential benefits of the Business Combination or anticipated performance of PIH may not be fully achieved, or may not be achieved within the expected timeframe and that the results of operations of Presidio’s business may differ materially from the projections prepared by PIH and reviewed by the EQV Board.

•        Liquidation of EQV.    The risks and costs to us if the Business Combinations are not completed, including the risk of diverting management focus and resources from other businesses combination opportunities, which could result in EQV being unable to effect a business combination by August 8, 2026, or such later date as may be approved by EQV’s shareholders (if extended), and force EQV to liquidate.

•        Stockholder Vote.    The risk that EQV’s stockholders may fail to approve the Business Combination.

•        Closing Conditions.    The fact that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within EQV’s control, including the condition that EQV has available at the closing of the Business Combinations an amount of cash of at least $140,197,687 less the Pre-Closing Period Rollover Amount (as defined in the Business Combination Agreement) (see “The Business Combination Proposal — Conditions to Closing of the Business Combination”).

•        Litigation.    The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination Agreement or the Business Combination.

•        Fees and Expenses.    The fees and expenses associated with completing the Business Combination.

•        Other Risks.    The various other risks associated with the Business Combination, EQV’s business, the business of PIH and PIH’s indebtedness described under “Risk Factors — Risks Related to PIH’s Business and to Presidio’s Business Following the Business Combination”.

The EQV Board concluded that the potential benefits that it expected EQV and its stockholders to achieve as a result of the Business Combination outweighed the potential negative factors associated with the Business Combination. Accordingly, the EQV Board unanimously determined that the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, were advisable, fair to, and in the best interests of, EQV and its stockholders.

The Special Committee’s Reasons for the Approval of the EQVR Merger Agreement

The EQV Board established the Special Committee for the purpose of reviewing and evaluating the EQVR Acquisition. In evaluating the EQVR Merger Agreement, the Special Committee consulted with EQV management as well as the Special Committee’s financial and legal advisors. On August 1, 2025, the Special Committee unanimously: (i) authorized and approved the EQVR Merger Agreement and related documents and the transactions contemplated by such documents; and (ii) determined that it was advisable and in the best interests of EQV for EQV to enter into the EQVR Merger Agreement and related documents.

The Special Committee considered and evaluated a number of factors, including the factors discussed below. The Special Committee did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching their respective determinations. The Special Committee viewed their respective decisions as being based on all of the information available and the factors presented to and considered by them. In addition, individual directors may have given different weight to different factors. This explanation of the Special Committee’s reasons for the approval of the EQVR Acquisition and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

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The Special Committee considered a number of factors pertaining to the EQVR Merger Agreement as generally supporting its decision to enter into the EQVR Merger Agreement to effectuate the EQVR Acquisition, including the following factors:

•        Value of the EQVR Assets.    The Special Committee took into account estimates of the value of EQVR’s oil and gas assets.

•        Fairness Opinion of the Financial Advisor to the Special Committee.    The Special Committee took into account the financial analyses reviewed by Kroll, operating through Duff & Phelps, with the Special Committee as well as the fairness opinion of Duff & Phelps (the “Opinion”) rendered to the Special Committee on July 25, 2025, as to the fairness, from a financial point of view, of the purchase price to be paid by EQV in the EQVR Acquisition.

•        Due Diligence.    EQV and its advisors conducted a diligence review of EQVR’s assets and its businesses and operations, including review of relevant documentation and discussions with EQVR management and EQVR’s financial and legal advisors. Members of the EQV Board indirectly own and operate EQVR and are therefore very familiar with EQVR’s assets and performance.

•        Negotiated Transaction.    The financial and other terms and condition of the EQVR Merger Agreement and related documents are reasonable and were the product of an arm’s length negotiation between Presidio and EQVR.

•        Special Committee Approval.    The Special Committee, comprised of independent directors of the EQV Board, unanimously approved of the EQVR Merger Agreement and related documents and all actions necessary, appropriate or advisable to consummate the EQVR Merger Agreement after careful consideration of the EQVR Merger Agreement and the investment opportunity in EQVR’s assets.

The Special Committee also considered a variety of risks and uncertainties and other potentially negative factors concerning the EQVR Merger Agreement, including the following:

•        Benefits May Not Be Achieved.    The risk that the potential benefits of the EQVR Merger Agreement may not be fully achieved or may not be achieved within the expected timeframe.

•        Closing Conditions.    The fact that completion of the EQVR Merger Agreement is conditioned on the satisfaction of certain closing conditions that are not within EQV’s control.

•        Litigation.    The possibility of litigation challenging the EQVR Merger Agreement or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the EQVR Merger Agreement.

•        Fees and Expenses.    The fees and expenses associated with completing the EQVR Merger Agreement.

In addition to considering the factors described above, the Special Committee also considered the following:

Interests of Certain Persons

Certain officers and directors of EQV may have interests in the EQVR Merger Agreement as individuals that are in addition to, and that may be different from, the interests of the EQV shareholders (see the section entitled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination”). The Special Committee reviewed and considered these interests during the negotiation of the terms of the EQVR Merger Agreement and in evaluating and unanimously approving, as members of the Special Committee, the EQVR Merger Agreement.

The Special Committee concluded that the potential benefits expected to be received by EQV and the EQV shareholders as a result of the EQVR Merger Agreement outweighed the potentially negative factors associated with the EQVR Merger Agreement. The Special Committee also noted that the EQV shareholders would have a substantial economic interest in EQVR’s assets. Accordingly, the Special Committee unanimously determined that the EQVR Merger Agreement and related documents and all actions necessary, appropriate or advisable to consummate the EQVR Merger Agreement and related documents were advisable and in the best interests of EQV.

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Fairness Opinion of Duff & Phelps

On July 25, 2025, Duff & Phelps rendered the Opinion to the Special Committee to the effect that, as of such date and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Duff & Phelps as set forth in the Opinion, the purchase price to be paid by EQV in the EQVR Merger Agreement to EQVR was fair, from a financial point of view. The macroeconomic environment did not substantially or materially change between the date of the issuance of the Opinion and the signing date of the EQVR Merger Agreement on August 5, 2025. For more detail on the Opinion, please see the section entitled “Opinion of the Special Committee’s Financial Advisor Duff & Phelps” below.

Certain Financial Projections of PIH

In connection with EQV’s due diligence and consideration of the Business Combination, PIH’s management prepared and provided EQV with certain financial forecasts (the “financial projections”).

The financial projections were not prepared with a view toward compliance with GAAP, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. The inclusion of the financial projections should not be regarded as an indication that any of Presidio, EQV, PIH, their respective affiliates, officers, directors, advisors or other representatives or any other recipient of the financial projections considered, or now considers, it to be necessarily predictive of actual future performance or events, or that it should be construed as financial guidance, and such summary projections set forth below should not be relied on as such.

The financial projections include non-GAAP financial measures, including Unlevered Free Cash Flow, Net Debt and EBITDA. Please see the graphs below for a description of how PIH defines these non-GAAP financial measures. PIH believes that EBITDA and Net Debt provide information useful in assessing operating and financial performance across periods, and Free Cash Flow provides a useful measure of available cash generated by operating activities for investing, to reduce leverage or make distributions. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP, and non-GAAP financial measures used by PIH may not be comparable to similarly titled measures used by other companies.

The financial projections were prepared solely for internal use and are subjective in many respects. While presented with numeric specificity as of the date on which such forecasts were finalized, the financial projections reflect numerous estimates and assumptions that are inherently uncertain and may be beyond the control of PIH, including with respect to, among others, PIH’s future results, changes in oil and gas prices, changes in the energy markets, changes in applicable regulations, general economic and regulatory conditions and other matters described in the sections entitled “Cautionary Statement Regarding Forward-Looking Statements,” “Where You Can Find More Information” and “Risk Factors.” The financial projections reflect both assumptions as to certain business decisions that are subject to change and, in many respects, subjective judgment, and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. PIH and its affiliates, officers, directors, advisors or other representatives cannot give assurance that the financial projections and the underlying estimates and assumptions will be realized. The financial projections constitute “forward-looking statements” and actual results may differ materially and adversely from those set forth below. PIH’s current independent registered public accounting firm, Grant Thornton LLP (“GT”), has not audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the accompanying financial projections and, accordingly, GT does not express an opinion or any other form of assurance with respect thereto nor has it expressed any opinion or any other form of assurance on such information or its achievability, and assumes no responsibility for, and disclaims any association with, the prospective financial information. The reports of GT incorporated by reference in this proxy statement/prospectus relate to PIH’s previously issued historical financial statements. Such reports do not extend to the financial projections included herein and should not be read to do so.

The financial projections do not take into account any circumstances or events occurring after the date they were prepared. PIH cannot give assurance that, had the financial projections been prepared either as of the date of the Business Combination Agreement or as of the date of this proxy statement/prospectus, similar estimates and assumptions would be used. Except as required by applicable securities laws, PIH does not intend to, and disclaims any obligation to, make publicly available any update or other revision to the financial projections to reflect circumstances existing since its preparation or to reflect the occurrence of unanticipated events, even if any or all of the underlying assumptions are shown to be inappropriate, including with respect to the accounting treatment of the Business Combination under GAAP, or to reflect changes in general economic or industry conditions. The financial projections do not take into account all of the possible financial and other effects of the Business Combination on PIH, the effect on PIH of any business or strategic

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decision or action that has been or will be taken as a result of the Business Combination Agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the Business Combination Agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the Business Combination. Further, the financial projections do not take into account the effect on PIH of any possible failure of the Business Combination to occur. Neither PIH nor any of its affiliates, officers, directors, advisors or other representatives have made, make or are authorized in the future to make any representation to any public shareholder or other person regarding PIH’s ultimate performance compared to the information contained in the financial projections or that the financial projections will be achieved. The inclusion of the financial projections herein should not be deemed an admission or representation by EQV or its affiliates, officers, directors, advisors or other representatives or any other person that they considered, or now considers, it to be viewed as material information of PIH, particularly in light of the inherent risks and uncertainties associated with such forecasts. The summary of the financial projections included below is not being included in this proxy statement/prospectus in order to influence any public shareholder’s decision or to induce any public shareholder to vote in favor of any of the proposals at the extraordinary general meeting, but is being provided solely because it was made available to the EQV Board in connection with the Business Combination.

No projections or assumptions were separately prepared by EQV management, but EQV’s management and advisors reviewed the financial projections and underlying assumptions provided by PIH. In the view of PIH’s management, the projections were prepared on a reasonable basis reflecting management’s currently available estimates and judgments. However, the financial projections are not a statement of fact and should not be viewed as being necessarily indicative of future results, and readers of this proxy statement/prospectus are cautioned not to place undue reliance on the financial projections.

In light of the foregoing, and considering that the extraordinary general meeting will be held months after the financial projections were prepared, as well as the uncertainties inherent in any forecasted information, public shareholders are cautioned not to place undue reliance on such information.

The following unaudited prospective financial and operating information should not be regarded as an indication that PIH considered, or now considers, it to be necessarily predictive of actual future performance or events, or that it should be construed as financial guidance, and such information does not take into account any circumstances or events occurring after the date it was prepared.

The below graphs are summary financial projections illustrating Enterprise Value, Unlevered Free Cash Flow, Dividend per Share and Net Debt and Leverage Ratio for the years 2025 through 2027, assuming illustrative future acquisitions, which was prepared by PIH management.

____________

Note: Financial projections assume forward commodity strip pricing as of 07/21/2025; avg. WTI 2025E ($66.69/Bbl), 2026E ($63.24/Bbl), 2027E ($63.06/Bbl); avg. NYMEX HH 2025E ($3.57/MMbtu), 2026E ($4.16/MMbtu), 2027E ($4.00/MMbtu).

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Note: Financial projections include assumed illustrative acquisitions that include a FY-2025 $200 million acquisition, a FY-2026 $300 million acquisition and a FY-2027 $400 million acquisition and assume 20% free cash flow yield, 40% debt funding at 7% annual interest expense, no incremental capital expenditures, 1.1x dividend coverage on pro forma cash flow, cash comprising 60% of the consideration in 2025 and 2026, incremental shares comprising 60% of the consideration assuming an implied price per share based on 13.5% dividend yield in 2027.

(1)      Assumes implied price per share based on 13.5% dividend yield.

(2)      Unlevered free cash flow is calculated as Total EBITDA (Hedged) less capital expenditures. Total EBITDA (Hedged) is defined as earnings before interest, taxes, depreciation and amortization plus/less hedging impact (excluding expensed PIH management interest plan award dividend payout).

(3)      Represents last quarter annualized dividend on common equity as of the fourth quarter for each respective period.

(4)      Dividend payments are subject to board approval and market conditions.

(5)      Net debt is defined as total debt minus cash and cash equivalents. Leverage ratio is defined as net debt divided by EBITDA.

The below graphs are summary financial projections illustrating Total Production, Total EBITDA, Unlevered Free Cash Flow and Illustrative Allocation of Unlevered Free Cash Flow for the years 2025 through 2027, assuming no future acquisitions, which was prepared by PIH management.

____________

(1)      Total EBITDA (Hedged) is defined as earnings before interest, taxes, depreciation and amortization plus/less hedging impact (excluding expensed PIH management interest plan award dividend payout).

(2)      Unlevered Free Cash Flow calculated as Total EBITDA (Hedged) less capital expenditures.

(3)      Net debt is defined as total debt minus cash and cash equivalents. Based on base case NYMEX strip; Net Debt Reduction includes existing debt paydown, mandatory investment grade ABS amortization payments, investment grade ABS debt service reserve account release, Trail Dust Loan amortization & paydown and any RBL drawing/paydowns; calculations exclude shares of Class A Common Stock owned by the Sponsor and subject to a dividend reinvestment plan until vested.

(4)      Note: Assumes forward commodity strip pricing as of 07/21/2025; avg. WTI 2025E ($66.69/Bbl), 2026E ($63.24/Bbl), 2027E ($63.06/Bbl); avg. NYMEX HH 2025E ($3.57/MMbtu), 2026E ($4.16/MMbtu), 2027E ($4.00/MMbtu).

(5)      Note: 50% of Class B Shares to be placed into a mandatory dividend reinvestment plan subject to a three-year vesting schedule.

PIH DOES NOT INTEND TO UPDATE OR OTHERWISE REVISE THE ABOVE FINANCIAL PROJECTIONS TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH FORECASTED FINANCIAL INFORMATION ARE NO LONGER APPROPRIATE, EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW.

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Fairness Opinion of Kroll, LLC

Opinion of the Special Committee’s Financial Advisor Duff & Phelps

Summary of Opinion

On July 10, 2025, EQV retained Kroll, operating through Duff & Phelps, to serve as an independent financial advisor and to provide a fairness opinion to the special committee of the board of directors (the “Special Committee”) in connection with the acquisition of a portfolio of primarily proved, developed and producing (“PDP”) upstream oil & gas assets (the “Assets”) from an entity (the “Seller”) owned by members of EQV management for $59.2 million (the “Purchase Price”) consisting of 3.42 million shares of EQV and $25 million of cash to repay certain indebtedness. In selecting Duff & Phelps, the Special Committee considered, among other things, the fact that Duff & Phelps is a global leader in providing fairness opinions to boards of directors and special committees. Duff & Phelps is regularly engaged in the valuation of businesses and their securities and the provision of fairness opinions in connection with various transactions.

On July 25, 2025, Duff & Phelps presented its financial analysis to the Special Committee with respect to the Purchase Price paid by EQV for the Assets. Duff & Phelps delivered its written opinion to the Special Committee dated as of the same date (the “Opinion”), that, as of its date and subject to and based on the assumptions, procedures, matters, and limitations and qualifications contained in the Opinion, the Purchase Price to be paid by EQV was fair, from a financial point of view, to EQV.

The full text of the Opinion is attached to this proxy statement/prospectus as Annex Q and is incorporated into this proxy statement/prospectus by reference. The summary of the Opinion set forth herein is qualified in its entirety by reference to the full text of the Opinion. EQV’s stockholders are urged to read the Opinion carefully and in its entirety for a discussion of the procedures followed, assumptions made, matters considered, limitations of the review undertaken by Duff & Phelps in connection with the Opinion, as well as other qualifications contained in the Opinion. Neither the Opinion nor the summary of the Opinion and the related analyses set forth in this proxy statement/prospectus are intended to be, and do not constitute, advice or a recommendation to the Special Committee, any stockholder of EQV or any other person as to how to act or vote with respect to any matter relating to the acquisition of the Assets or any other transaction described herein. In particular, stockholders should be aware that Duff & Phelps has not performed any analysis, nor has it issued an Opinion regarding EQV’s concurrent business combination with Presidio Petroleum LLC.

The Opinion was approved by Duff & Phelps’ fairness opinions committee. The Opinion was provided for the information of, and directed to, the Special Committee and only addressed the fairness, from a financial point of view, to EQV of the Purchase Price to be paid by EQV for the Assets. The Opinion was only one of the many factors considered by the Special Committee in its evaluation of the acquisition of the Assets and should not be viewed as determinative of the views of the Special Committee.

Duff & Phelps prepared the Opinion effective as of July 25, 2025. The Opinion was necessarily based upon market, economic, financial and other conditions as they existed as of such date and could be evaluated as of such date, and Duff & Phelps disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting the Opinion which may come or be brought to the attention of Duff & Phelps after such date.

In connection with the Opinion, Duff & Phelps made such reviews, analyses and inquiries that Duff & Phelps deemed necessary and appropriate under the circumstances to enable Duff & Phelps to render the Opinion. Duff & Phelps also took into account its assessment of general economic, market and financial conditions, as well as its experience in securities and business valuation, in general, and with respect to similar transactions, in particular. Duff & Phelps’ procedures, investigations, and financial analysis with respect to the preparation of the Opinion included, but were not limited to, the items summarized below:

1.      Reviewed the following documents:

•        EQV’s annual report on Form 10-K, including its audited financial statements as filed with the SEC for the year ended December 31, 2024 and EQV’s unaudited interim financial statements for the three months ended March 31, 2025 included in EQV’s Form 10-Q filed with the SEC;

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•        EQV’s annual report on Form 10-K, including its audited financial statements as filed with the SEC for the year ended December 31, 2024 and EQV’s unaudited interim financial statements for the three months ended March 31, 2025 included in EQV’s Form 10-Q filed with the SEC;

•        the Assets’ Audited financial statements for the year ended December 31, 2024;

•        the Assets’ reserve report as of September 30, 2024 as prepared by Cawley, Gillespie & Associates, Inc. with commodity pricing updates from management of EQV as of July 15, 2025 (the “Management Projections”);

•        a letter dated July 24, 2025 from the management of EQV which made certain representations as to historical financial statements, financial projections and the underlying assumptions, and a pro forma schedule of assets and liabilities (including identified contingent liabilities) for the Assets on a post-transaction basis;

•        the presentation titled Presidio Investment Holdings, LLC Investor Presentation dated June 2025;

•        various other financial and operating data regarding EQV, the Assets and the acquisition thereof provided to us by management of EQV; and

•        the letter of intent EQV dated November 24, 2024 (the “LOI”);

2.      Discussed the information referred to above and the background and other elements of the acquisition of the Assets with the management of EQV;

3.      Performed certain valuation and comparative analyses using generally accepted valuation and analytical techniques including a discounted cash flow analysis, an analysis of selected public companies that Duff & Phelps deemed relevant, and an analysis of selected M&A transactions that Duff & Phelps deemed relevant; and

4.      Conducted such other analyses and considered such other factors as Duff & Phelps deemed appropriate.

•        Relied upon the accuracy, completeness, and fair presentation of all information, data, advice, opinions and representations obtained from public sources or provided to it from private sources, including Company management, and did not independently verify such information;

•        Relied upon the fact that the Special Committee and EQV have been advised by counsel as to all legal matters with respect to the acquisition of the Assets, including whether all procedures required by law to be taken in connection with the acquisition of the Assets have been duly, validly and timely taken;

•        Assumed that the Management Projections and any other estimates, evaluations, forecasts and projections furnished to Duff & Phelps were reasonably prepared and based upon the best currently available information and good faith judgment of the person(s) furnishing the same, and Duff & Phelps expresses no opinion with respect to the Management Projections, any other estimates, evaluations forecasts or projections, or the underlying assumptions;

•        Assumed that information supplied and representations made by Company management are substantially accurate regarding EQV, the Assets and the acquisition thereof;

•        Assumed that the final versions of all documents reviewed by Duff & Phelps in draft form conform in all material respects to the drafts reviewed;

•        Assumed that there has been no material change in the assets, liabilities, financial condition, results of operations, business, or prospects of EQV or the Assets since the date of the most recent financial statements and other information made available to Duff & Phelps, and that there is no information or facts that would make the information reviewed by Duff & Phelps incomplete or misleading;

•        Assumed that all of the conditions required to implement the acquisition of the Assets will be satisfied and that the acquisition of the Assets will be completed in accordance with the LOI without any amendments thereto or any waivers of any terms or conditions thereof;

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•        Assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the acquisition of the Assets will be obtained without any adverse effect on EQV or the Assets or the contemplated benefits expected to be derived in the acquisition of the Assets; and

•        Assumed a price of $10.00 per EQV share is appropriate for purposes of this Opinion.

Duff & Phelps informed the Special Committee that to the extent that any of the foregoing assumptions, representations or any of the facts on which the Opinion were based proved to be untrue in any material respect, the Opinion cannot and should not be relied upon. Duff & Phelps also informed the Special Committee that in its analysis and in connection with the preparation of the Opinion, Duff & Phelps made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of any party involved in the acquisition of the Assets.

Duff & Phelps did not evaluate the solvency of EQV or the Assets or conduct an independent appraisal or physical inspection of any specific assets or liabilities (contingent or otherwise), nor was Duff & Phelps furnished with any such appraisals. Duff & Phelps was not requested to, and did not, (i) initiate any discussions with, or solicit any indications of interest from, third parties with respect to the acquisition of the Assets, the assets, businesses or operations of EQV, the Assets or any alternatives to the acquisition of the Assets, (ii) negotiate the terms of the acquisition of the Assets, and therefore, Duff & Phelps assumed that such terms were the most beneficial terms, from EQV’s perspective, that could, under the circumstances, be negotiated among the parties to the Agreement and the acquisition of the Assets, or (iii) advise the Special Committee or any other party with respect to alternatives to the acquisition of the Assets.

In rendering the Opinion, Duff & Phelps was not expressing any opinion as to the market price or value of the Class A Shares or the Assets’ value (or anything else) prior to or after the announcement or the consummation of the acquisition of the Assets. The Opinion should not be construed as a valuation opinion, credit rating, solvency opinion, an analysis of EQV’s or the Assets’ creditworthiness, as tax advice, or as accounting advice. Duff & Phelps has not made, and assumes no responsibility to make, any representation, or render any opinion, as to any legal matter.

In rendering the Opinion, Duff & Phelps was not expressing any opinion with respect to the amount or nature of any compensation or other equity arrangements to be given to any of EQV’s officers, directors, or employees, or any class of such persons in any respect.

The Opinion was furnished solely for the use and benefit of the Special Committee in connection with its consideration of the acquisition of the Assets. The Opinion (i) does not address the merits of the underlying business decision to enter into the acquisition of the Assets versus any alternative strategy or transaction; (ii) does not address any transaction related to the acquisition of the Assets; (iii) is not a recommendation as to how the Special Committee or any stockholder should vote or act with respect to any matters relating to the acquisition of the Assets, or whether to proceed with the acquisition of the Assets or any related transaction, and (iv) does not indicate that the Purchase Price paid is the best possibly attainable under any circumstances; instead, it merely states whether the consideration in the acquisition of the Assets is within a range suggested by certain financial analyses. The decision as to whether to proceed with the acquisition of the Assets or any related transaction may depend on an assessment of factors unrelated to the financial analysis on which the Opinion is based. The Opinion should not be construed as creating any fiduciary duty on the part of Duff & Phelps to any party.

The Opinion is solely that of Duff & Phelps, and Duff & Phelps’ liability in connection with the Opinion is limited in accordance with the terms set forth in the engagement letter between Duff & Phelps and EQV, dated July 10, 2025.

Summary of Financial Analysis

Set forth below is a summary of the material analysis performed by Duff & Phelps in connection with the delivery of the Opinion to the Special Committee. This summary is qualified in its entirety by reference to the full text of the Opinion, attached to this proxy statement/prospectus as Annex Q. While this summary describes the analyses and factors that Duff & Phelps deemed material in its presentation to the Special Committee, it is not a comprehensive description of all analyses and factors considered by Duff & Phelps. The preparation of a fairness opinion is a complex process that involves various determinations as to appropriate and relevant methods of financial analysis and the application of these methods to the particular circumstances. Therefore, a fairness

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opinion is not readily susceptible to partial analysis or summary description. In arriving at the Opinion, Duff & Phelps did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, Duff & Phelps believes that its analysis must be considered as a whole and that selecting portions of its analyses and of the factors considered by it in rendering the Opinion without considering all analyses and factors could create a misleading or incomplete view of the evaluation process underlying the Opinion. The conclusion reached by Duff & Phelps was based on all analyses and factors taken as a whole, and also on the application of Duff & Phelps’ own experience and judgment.

The financial analyses summarized below include information presented in tabular format. In order for Duff & Phelps’ financial analysis to be fully understood, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analysis. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Duff & Phelps’ financial analysis.

Discounted Cash Flow Analysis

The Discounted Cash Flow Analysis (“DCF”) is a valuation technique that provides an estimation of the value of a business based on the cash flows that a business can be expected to generate (the “DCF Analysis”). The DCF Analysis begins with an estimation of the annual cash flows the subject business is expected to generate over a discrete projection period, and all of the cash flows for the business after the end of the discrete projection period (the “Terminal Value”). The estimated cash flows for each of the years in the discrete projection period and the Terminal Value are then converted to their present value equivalents using a rate of return appropriate for the risk of achieving the projected cash flows.

Duff & Phelps performed a DCF Analysis of the estimated future unlevered free cash flows attributable to the Assets for the years ending December 31, 2025 through December 31, 2074, with “unlevered free cash flow,” defined as cash that is available either to reinvest or to distribute to security holders. In applying the DCF Analysis, Duff & Phelps relied on the Management Projections. Duff & Phelps did not include a Terminal Value for the Assets after the end of their useful life in 2074. Duff & Phelps discounted the unlevered free cash flows in the discrete period back to the present to obtain a range of the estimated current enterprise value of the Assets.

The Management Projections included synergies related to the merger with EQV. Based on discussions with the Special Committee, Duff & Phelps included a range of the synergies in the amount of 25% to 75% of the amounts included in the Management Projections.

Determination of an appropriate discount rate to use in the DCF Analysis requires a degree of judgment. Duff & Phelps considered a number of factors in determining the discount rate range. Duff & Phelps used the capital asset pricing model and selected discount rates ranging from 14.0% to 17.0%. Duff & Phelps believes that this range of discount rates is consistent with the rate of return that security holders would require on alternative investment opportunities with similar risk profiles, including risks of achieving the projected cash flows based on the Management Projections.

Based on these assumptions, Duff & Phelps’ DCF Analysis resulted in an indicated enterprise value range for the Assets of $56 million to $66 million.

Market Approach

The Market Approach is a valuation technique that provides an estimation of value by applying valuation multiples to financial metrics for the subject company. These valuation multiples are either observed or derived from (i) market prices of actively traded, public companies and publicly available historical financial information and consensus equity research analyst estimates of future financial performance or (ii) prices paid in actual mergers, acquisitions or other transactions. The valuation process includes, but is not limited to, a comparison of various quantitative and qualitative factors between the subject business and such similar businesses.

Duff & Phelps selected eight publicly traded companies that it deemed relevant in its analysis (the “Selected Publicly Traded Companies”) based on their relative similarity, primarily in terms of business focus, revenue growth history and outlook, capital requirements and other characteristics to the Assets. Duff & Phelps noted that none of the Selected Publicly Traded Companies are perfectly comparable to the Assets, and that Duff & Phelps did not have access to non-public information of any of the Selected Publicly Traded Companies. Accordingly, a complete valuation

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analysis of the Assets cannot rely solely upon a quantitative review of the Selected Publicly Traded Companies but involves complex considerations and judgments concerning differences in financial and operating characteristics of such companies, as well as other factors that could affect their value relative to that of the Assets. Additionally, Duff & Phelps identified M&A transactions with targets it deemed comparable to the Assets.

The tables below summarize certain observed historical and projected financial performance and trading multiples of the Selected Publicly Traded Companies.

		Revenue Growth												EBITDA Growth
		3-YR CAGR			LTM			2025			2026			3-YR CAGR			LTM			2025			2026
Comstock Resources, Inc.		(12.2	)%		1.4	%		45.9	%		21.3	%		(9.1	)%		4.9	%		41.8	%		33.6	%
Crescent Energy Company		37.7	%		(2.0	)%		(5.3	)%		(2.2	)%		NM			NM			NM			1.7	%
Diversified Energy Company PLC		NM			NM			10.6	%		(3.1	)%		17.1	%		6.8	%		(14.4	)%		(5.6	)%
Gulfport Energy Corporation		(15.4	)%		11.0	%		51.3	%		15.3	%		0.4	%		11.5	%		27.4	%		12.1	%
Mach Natural Resources LP		29.0	%		(7.0	)%		12.0	%		(2.6	)%		43.0	%		16.9	%		3.9	%		25.1	%
Ovintiv Inc.		(5.1	)%		(19.2	)%		(6.4	)%		(2.2	)%		NM			(2.2	)%		(7.0	)%		3.8	%
Riley Exploration Permian, Inc.		NM			1.3	%		(3.6	)%		8.7	%		NM			4.4	%		(4.9	)%		10.6	%
SandRidge Energy, Inc.		(9.5	)%		1.4	%		33.5	%		5.2	%		(15.7	)%		4.2	%		45.3			4.7	%
Mean		4.1	%		(1.9	)%		17.3	%		5.0	%		7.1	%		6.6	%		13.2	%		10.7	%
Median		(7.3	)%		1.3	%		11.3	%		1.5	%		0.4	%		4.9	%		3.9	%		7.6	%
EQV Resources		NA			NA			NA			(10.3	)%		NA			NA			NA			(9.3	)%

		EBITDA Margin												EBITDA-CapEx Margin												Industry
		3-Yr AVG.			LTM			2025			2026			3-Yr AVG.			LTM			2025			2026			MBOE		Avg. Daily Prod.
Comstock Resources, Inc.		59.2	%		62.5	%		64.7	%		71.2	%		(11.1	)%		(10.4	)%		5.3	%		20.8	%		627		213
Crescent Energy Company		NM			NM			49.2	%		51.2	%		NM			NM			22.5	%		23.1	%		709		258
Diversified Energy Company PLC		NM			NM			43.2	%		42.0	%		NM			NM			32.8	%		30.1	%		483		144
Gulfport Energy Corporation		60.6	%		74.1	%		66.7	%		64.8	%		19.9	%		30.3	%		38.8	%		39.6	%		661		155
Mach Natural Resources LP		53.6	%		62.1	%		58.5	%		75.1	%		(8.1	)%		22.6	%		32.8	%		41.7	%		337		152
Ovintiv Inc.		NM			50.9	%		49.7	%		52.7	%		NM			22.5	%		23.3	%		25.9	%		2057		588
Riley Exploration Permian, Inc.		NM			67.2	%		66.4	%		67.5	%		NM			39.6	%		36.1	%		20.6	%		124		24
SandRidge Energy, Inc.		63.2	%		56.5	%		58.3	%		58.0	%		7.3	%		(62.8	)%		11.3	%		19.9	%		63		18
Mean		59.2	%		62.2	%		57.1	%		60.3	%		2.0	%		7.0	%		25.4	%		27.7	%		633		194
Median		59.9	%		62.3	%		58.4	%		61.4	%		(0.4	)%		22.6	%		28.1	%		24.5	%		555		153
EQV Resources		NA			NA			63.3	%		64.0	%		NA			NA			63.3	%		64.0	%		13		4

LTM = Latest Twelve Months; CAGR = Compounded Annual Growth Rate; EBITDA = Earnings Before Interest, Taxes, Depreciation, and Amortization; MBOE = Thousand Barrels of Oil Equivalent.

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Sources: S&P Capital IQ, SEC Filings, Annual and Interim Reports, EQV financial statements and Management Projection.

Enterprise Value as a Multiple of

LTM EBITDA

2025 EBITDA

2026 EBITDA

LTM EBITDA – CapEx

2025 EBITDA – CapEx

2026 EBITDA – CapEx

LTM Revenue

MBOE

Avg. Daily Production

Comstock Resources, Inc.

10.5x

7.9x

5.9x

NM

NM

20.3x

6.55x

14.94x

43,975

Crescent Energy Company

NM

3.9x

3.8x

NM

8.4x

8.4x

1.79x

9.76x

26,838

Diversified Energy Company PLC

NM

6.2x

6.5x

NM

8.0x

9.0x

3.04x

5.97x

19,998

Gulfport Energy Corporation

5.0x

4.1x

3.6x

12.2x

7.0x

6.0x

3.70x

5.67x

24,222

Mach Natural Resources LP

3.7x

3.5x

2.8x

10.1x

6.2x

5.0x

2.29x

6.40x

14,201

Ovintiv Inc.

3.5x

3.8x

3.6x

7.8x

8.0x

7.4x

1.76x

7.64x

26,739

Riley Exploration Permian, Inc.

2.9x

3.1x

2.8x

5.0x

5.7x

9.2x

1.97x

6.59x

33,384

SandRidge Energy, Inc.

3.5x

2.8x

2.7x

NM

14.5x

7.8x

1.99x

4.35x

15,316

Mean

4.8x

4.4x

4.0x

8.8x

8.3x

9.2x

2.89x

7.67x

25,584

Median

3.6x

3.8x

3.6x

9.0x

8.0x

8.1x

2.14x

6.50x

25,480

LTM = Latest Twelve Months; EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization.

Source: S&P Capital IQ, SEC Filings, Annual and Interim Reports.

Announced		Target Business Description		Acquirer Name		Enterprise Value			Daily Production (MBOE)		TEV/Daily Production (MBOE)
03/31/25		EOG Resources bolts on Eagle Ford assets from Arrow S Energy in Texas during Q1-2025		EOG Resources Inc		$	275,000		4		73,333
03/24/25		Validus Energy acquires 89 Energy III		Validus Energy II Midcon LLC		$	850,000		25		34,000
12/20/24		Mach Natural Resources acquires Ardmore Basin assets in Oklahoma		Mach Natural Resources LP		$	29,800		1		29,800
12/03/24		Crescent Energy acquires Eagle Ford assets from Ridgemar Energy		Crescent Energy Co		$	905,000		20		45,250
09/26/24		Validus Energy acquires Citizen Energy		Validus Energy II Midcon LLC		$	2,000,000		86		23,256
09/03/24		Crescent Energy acquires Eagle Ford assets from Cheyenne Petroleum		Crescent Energy Co		$	168,000		2		78,395
08/20/24		Diversified Energy acquires East Texas operated assets		Diversified Energy Co PLC		$	68,000		4		19,429
07/29/24		SandRidge Energy acquires Western Anadarko Basin assets in Oklahoma from Upland		SandRidge Energy Inc		$	144,000		6		24,000
07/10/24		Diversified Energy acquires East Texas assets from Crescent Pass		Diversified Energy Co PLC		$	106,000		6		16,738
07/09/24		US Energy Corp sells Gulf Coast assets to Warwick Artemis LLC in Texas		Warwick Artemis LLC		$	6,500		0		41,935

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Announced		Target Business Description		Acquirer Name		Enterprise Value			Daily Production (MBOE)		TEV/Daily Production (MBOE)
05/29/24		Aethon acquire integrated upstream assets of Tellurian		Aethon III BR LLC; Aethon United BR LP		$	260,000		33		7,798
05/16/24		Crescent Energy acquires SilverBow Resources		Crescent Energy Co		$	2,106,000		91		23,042
03/13/24		[TERMINATED] Kimmeridge offers SilverBow Resources to acquire KTG		SilverBow Resources Inc		$	1,346,000		62		21,595
02/20/24		Benchmark Energy acquires oil & gas assets from Revolution in Texas and Oklahoma		Benchmark Energy II LLC		$	145,000		6		24,167
01/09/24		Evolution Petroleum acquires Scoop/Stack assets in Oklahoma from Red Sky Resources and Coriolis Energy Partners		Evolution Petroleum Corp		$	43,500		2		28,065
12/31/23		Permian Resources divests certain Eagle Ford assets		Undisclosed Buyer		$	67,000		1		67,000
12/16/23		TG Natural Resources acquires Rockcliff		TG Natural Resources		$	2,700,000		162		16,701
11/13/23		Mach Natural Resources acquires Anadarko Basin assets in Oklahoma from Paloma Partners		Mach Natural Resources LP		$	815,000		32		25,469
10/31/23		Earthstone Energy sells non-core Gulf Coast assets in Texas		Undisclosed Buyer		$	66,500		1		57,328
09/06/23		Crescent Energy acquires additional 12% operated WI in Eagle Ford assets in Texas		Crescent Energy		$	250,000		12		20,833
09/05/23		Magnolia Oil & Gas acquires leasehold and mineral interests in Giddings Field		Magnolia Oil & Gas		$	300,000		5		60,000
08/14/23		Chesapeake Energy divests Eagle Ford assets to SilverBow Resources		SilverBow Resources		$	700,000		29		24,138
08/02/23		Revenir Energy divests East Texas assets to Silver Energy		Silver Hill Energy Partners LP		$	219,700		9		25,014
07/12/23		SandRidge Energy acquires WI in 26 wells		SandRidge Energy		$	11,250		1		22,500
05/03/23		Callon Petroleum sells Eagle Ford assets to Ridgemar Energy		Ridgemar Energy Operating LLC		$	655,000		16		40,184
05/02/23		Crescent Energy acquires operated interest in Western Eagle Ford assets from Mesquite Energy		Crescent Energy		$	600,000		20		30,000

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Announced		Target Business Description		Acquirer Name		Enterprise Value			Daily Production (MBOE)			TEV/Daily Production (MBOE)
02/28/23		Baytex Energy acquires EagleFord operator Ranger Oil		Baytex Energy Corp		$	2,500,000			53		47,170
02/21/23		Chesapeake Energy divests Northern portion of its Eagle Ford asset to INEOS Energy		INEOS Energy		$	1,400,000			36		38,889
02/08/23		Diversified Energy acquires Cotton Valley and Haynesville assets in Texas from Tanos Energy		Diversified Gas & Oil plc		$	250,000			17		14,796
01/18/23		Chesapeake Energy divests Brazos Valley region of its Eagle Ford asset to WildFire Energy		WildFire Energy I LLC		$	1,425,000			28		51,444
11/02/22		Marathon Oil acquires operated Eagle Ford assets in South Texas from Ensign Natural Resources		Marathon Oil		$	3,000,000			67		44,776
10/03/22		SilverBow Resources bolts on additional Eagle Ford assets from ConocoPhillips		SilverBow Resources		$	87,000			1		79,091
09/15/22		SilverBow Resources acquires Eagle Ford assets in Webb County, Texas		SilverBow Resources		$	35,000			5		7,000
08/09/22		Devon Energy bolts on additional Eagle Ford assets with Validus Energy acquisition		Devon Energy		$	1,800,000			35		51,429
07/20/22		Maverick Energy acquires certain East Texas assets from Pegasi Energy and Gravitas Resources		Maverick Energy Group Ltd		$	1,060			0		23,297
07/13/22		Tellurian acquires Haynesville assets in Louisiana from EnSight IV		Tellurian Operating LLC		$	125,000			8		16,667
06/30/22		BCE-Mach acquires Anadarko Basin assets in Oklahoma and Texas		BCE-Mach III LLC		$	88,000			3		29,333
06/30/22		Ranger Oil bolts on additional Eagle Ford assets in Texas		Ranger Oil Corp		$	46,000			1		76,667
06/30/22		US Energy bolts on operated East Texas assets from Eagle Oil & Gas		US Energy Corp.		$	11,800		$	0		28,230
							Mean					35,609
							Median					28,230

Duff & Phelps analyzed 2021 through 2024 revenue and EBITDA growth, 2025 and 2025 revenue and EBITDA growth, 2022 through 2024 EBITDA and EBITDA less capex margin, 2025 through 2026 EBITDA and EBITDA less capex margin, thousand barrels of oil equivalent and average daily production for the Selected Publicly Traded Companies and compared these metrics to the same metrics for the Assets, based on the Management Projections. Duff & Phelps used these comparisons and the multiples of enterprise value to LTM and projected EBITDA and

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EBITDA less capex, enterprise value to LTM revenue, and enterprise value to thousand barrels of oil equivalent and average daily production for the Selected Publicly Traded Companies. On a $ per MBoe basis, Duff & Phelps selected a reserve multiple range of 4.5x to 5.5x to apply to the Assets’ reserves as well as enterprise value to daily production range of 15,000x to 20,000x. Duff & Phelps selected multiples that, in its judgment, reflected the Assets’ growth and margin outlook, capital requirements and other characteristics relative to the Selected Publicly Traded Companies.

Duff & Phelps estimated the range of enterprise value of the Assets to be $56 million to $71 million, based on the range indicated by the Market Approach.

Valuation Conclusion

Averaging the DCF analysis and the Market Approach resulted in an enterprise value conclusion range of $56 million to $69 million. From there, Duff & Phelps deducted net debt of $25 million to calculate an aggregate equity value range of $31 million to $44 million. This range compares to the acquisition of the Assets aggregate equity value of $34.2 million. When adding the net debt of $25 million to the $34.2 million aggregate equity value, the implied enterprise value is $59.2 million.

Fees and Expenses

As compensation for Duff & Phelps’ services in connection with the rendering of the Opinion to the Special Committee, EQV agreed to pay Duff & Phelps a fee of $300,000, of which $100,000 was payable upon signing of the engagement letter, $100,000 was payable upon Duff & Phelps informing EQV that it is prepared to deliver the Opinion, and $100,000 is payable upon disclosure of the Opinion in this S-4 filing. No portion of Duff & Phelps’ fee is refundable or contingent upon the conclusion reached in the Opinion.

EQV has agreed to reimburse Duff & Phelps for its reasonable out-of-pocket expenses and reasonable fees and expenses of outside counsel retained by Duff & Phelps in connection with the engagement. EQV has also agreed to indemnify Duff & Phelps for certain liabilities arising out of its engagement.

The terms of the fee arrangements with Duff & Phelps, which EQV believes are customary in transactions of this nature, were negotiated at arm’s length, and were communicated to the Special Committee.

Disclosure of Prior Relationships

During the two years prior to the delivery of the Opinion, Duff & Phelps has not had any material relationship with any party to the transaction or the concurrent business combination with Presidio Petroleum LLC. for which compensation has been received or is intended to be received, nor is any such material relationship or related compensation mutually understood to be contemplated.

EQVR’s Reasons for the Approval of the EQVR Merger Agreement

In evaluating the EQVR Merger Agreement, EQVR Intermediate, as the managing member of EQVR (the “Managing Member”), consulted with the members of EQVR management, as well as EQVR’s legal advisors. The Managing Member considered and evaluated a number of factors, including the factors discussed below. The Managing Member did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching a determination to enter into the EQVR Merger Agreement. The Managing Member viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, the Managing Member may have given different weight to different factors. This explanation of the Managing Member’s reasons for the approval of the EQVR Acquisition and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

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The Managing Member considered a number of factors pertaining to the EQVR Merger Agreement as generally supporting its decision to enter into the EQVR Merger Agreement to effectuate the EQVR Acquisition, including the following factors:

•        the significant operational and strategic synergies expected to result from the Business Combination and EQVR Acquisition;

•        the potential increase in financing options that may result from consummating the Business Combination and EQVR Acquisition;

•        the business, operations, financial condition, competitive position and prospects of EQVR and current economic, industry and market conditions affecting EQVR;

•        the anticipated value of Presidio following the Closing and the consummation of the EQVR Acquisition;

•        the potential for other third parties to enter into strategic relationships with Presidio as a publicly traded company following the Business Combination and the EQVR Acquisition;

•        the financial and other terms of the EQVR Merger Agreement and the transactions contemplated thereby, including, among others, the tax treatment and the conditions for the parties’ obligations to consummate the EQVR Acquisition;

•        the likelihood of realizing a superior or comparable return for EQVR Intermediate, as the unitholder of EQVR, through alternative business strategies (including, without limitation, continuing as a privately held standalone entity or other merger prospects and the associated risks of delay, non-consummation or unavailability thereof);

•        the risks involved with the EQVR Acquisition, including the risk that the benefits sought to be achieved by the EQVR Acquisition might not be achieved; and

•        the fees and expenses associated with completing the EQVR Merger Agreement.

The foregoing discussion of the factors considered by the Managing Member is not intended to be exhaustive but, rather, includes the material factors considered by the Managing Member. In reaching its decision to enter into the EQVR Merger Agreement and the EQVR Acquisition, the Managing Member did not quantify or assign any relative weights to the factors considered, and individual members may have given different weights to different factors. The Managing Member considered all these factors as a whole, including discussions with, and questioning of, EQVR’s management and legal advisors, and, overall, considered these factors to be favorable to, and to support, its determination.

The Managing Member concluded that the potentially negative factors associated with the EQVR Acquisition were outweighed by the potential benefits that it expected it, as sole unitholder, would receive as a result of the EQVR Acquisition, including the belief of the Managing Member that the EQVR Acquisition would maximize the immediate value of the units of EQVR. Accordingly, the Managing Member determined that it was advisable and in the best interests of EQVR to enter into the EQVR Merger Agreement and documents related thereto, and consummate the transactions contemplated by such documents, including the EQVR Acquisition.

Related Agreements

This section describes certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement (the “Related Agreements”) but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the Related Agreements. The full text of the Related Agreements, or forms thereof, are filed as annexes to this proxy statement/prospectus or as exhibits to the registration statement of which this proxy statement/prospectus forms a part, and the following descriptions are qualified in their entirety by the full text of such annexes and exhibits. Shareholders of EQV and other interested parties are urged to read such Related Agreements in their entirety prior to voting on the proposals presented at the extraordinary general meeting.

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Sponsor Letter Agreement

Concurrently with the execution of the Business Combination Agreement, on August 5, 2025, EQV, the Sponsor, Presidio, EQV Holdings, PIH and the Insiders entered into the Sponsor Letter Agreement, pursuant to which (a) each of the Sponsor and the Insiders agreed to vote in favor of the Business Combination Agreement and the Business Combination, (b) each of the Sponsor and the Insiders agreed to be bound by certain restrictions on transfer with respect to their equity interests in EQV prior to Closing, (c) the Sponsor agreed to be bound by certain lock-up provisions during the post-Closing lock-up periods described therein with respect to its equity interests in EQV, (d) the Sponsor agreed to subject certain of its Class B Shares to vesting (or forfeiture) on the basis of achieving certain trading price thresholds during the first five years following the Closing pursuant to an earnout program, (e) the Sponsor agreed to subject certain of its Class B Shares to time vesting during the first three years following the Closing pursuant to a dividend reinvestment program, which will fall away on the basis of achieving certain trading price thresholds during the first three years following the Closing and (f) the Sponsor and the Insiders agreed to waive any adjustment to the conversion ratio set forth in the respective governing documents of any of EQV, Presidio, EQV Merger Sub, EQV Holdings, and Presidio Merger Sub or any other anti-dilution or similar protection with respect to any equity interests in EQV, as more fully set forth in the Sponsor Letter Agreement.

Pursuant to the Sponsor Letter Agreement, 1,905,509 Class B Shares held by the Sponsor will be subject to forfeiture, and vest in two equal 50% increments if, over any 20 trading days within any 30 consecutive trading-day period during the five years following the Closing, the trading share price of the Presidio Class A Common Stock is greater than or equal to $12.50 per share and $15.00 per share, respectively (or if Presidio consummates a sale that would value such shares at the aforementioned thresholds).

Pursuant to the Sponsor Letter Agreement, immediately following the Closing, 3,811,019 Class B Shares held by the Sponsor, as may be adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like or exchanged for Presidio Class A Common Stock pursuant to the Business Combination Agreement and any newly issued Presidio Class A Common Stock resulting from dividends owed to the Sponsor pursuant to the terms of the Sponsor Letter Agreement, will vest in three tranches, with one-third of such shares vesting on the date that is 12 months following the Closing, one-half of the remainder of such shares vesting on the date that is 24 months following the Closing and the remaining of such shares vesting on the date that is 36 months following the Closing.

Sponsor and the Insiders also agreed to be bound by certain “lock-up” provisions. Pursuant to the terms and conditions of the Sponsor Letter Agreement, 1,905,509 of the Sponsor’s equity interests in EQV will be restricted from transfer for a period ending on the earlier of the date (i) that is 12 months following the Closing Date and (ii) upon which Presidio completes a liquidation, merger, share exchange or other similar transaction following the Closing Date that results in all the equityholders of Presidio having the right to exchange their shares of Presidio Class A Common Stock for cash, securities or other property, subject to customary exceptions and potential early-release 150 days after the Closing based on the stock price sustaining specified price thresholds for 20 trading days within any 30 consecutive trading-day period.

Subscription Agreements

Concurrently with the execution of the Business Combination Agreement, on August 5, 2025, EQV and Presidio entered into Subscription Agreements with the PIPE Investors (and may enter into, before the Closing, additional agreements with additional PIPE Investors on the same forms, as applicable) pursuant to which, among other things, the PIPE Investors have agreed to subscribe for and purchase, and EQV and Presidio have agreed to issue and sell to the PIPE Investors, an aggregate of 8,750,000 shares of Presidio Class A Common Stock following the Domestication for a purchase price of $10.00 per share, on the terms and subject to the conditions set forth therein. Each Subscription Agreement contains customary representations and warranties of EQV and Presidio, on the one hand, and the PIPE Investor, on the other hand, and customary conditions to closing, including the consummation of the Business Combination immediately following the consummation of the PIPE Financing.

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Preferred Investment

Concurrently with the execution of the Business Combination Agreement, on August 5, 2025, EQV, Presidio and PIH entered into the Securities Purchase Agreement with the Preferred Investors, pursuant to which and subject to the satisfaction of the closing conditions contained therein, immediately prior to or substantially concurrently with the Closing, the Preferred Investors will purchase in a private placement from Presidio an aggregate of 125,000 Preferred Shares and 937,500 Preferred Investor Warrants for a cash purchase price of $123,750,000 (net of all applicable original issue discounts). The Preferred Shares will have the rights, preferences, and privileges set forth in Presidio’s Certificate of Designation and certain holders of the Preferred Shares will have certain rights pursuant to the Preferred Stockholders’ Agreement.

At the closing of the Preferred Financing, each Preferred Investor will receive Preferred Shares and Preferred Investor Warrants to purchase a specified number of shares of Presidio Class A Common Stock, as set forth in the Securities Purchase Agreement. In addition, Presidio will enter into a Preferred Stockholders’ Agreement with certain Preferred Investors. The Preferred Investor Warrants will have an exercise price of $0.01, subject to adjustment as provided therein, and may be exercised for cash or on a cashless basis. The Preferred Investor Warrants will become exercisable in two tranches, with 50% exercisable six months following the Closing and 50% exercisable 12 months following the Closing, and have a term of exercise equal to five years from the applicable exercise date, as provided further in the Preferred Investor Warrants. Presidio shall use commercially reasonable efforts to file a resale registration statement within 45 days following the Closing to register the Presidio Class A Common Stock underlying the Preferred Investor Warrants, subject to certain conditions.

The Securities Purchase Agreement contains customary representations and warranties by EQV, PIH, and the Preferred Investors, including with respect to organization, authority, enforceability, compliance with laws, absence of conflicts, and the validity of the Preferred Shares and Preferred Investor Warrants to be issued. In addition, subject to certain conditions, so long as any Preferred Shares remain outstanding, Presidio’s Certificate of Designation will provide holders of a majority of the then issued and outstanding Preferred Shares the right to elect one Series A Director (as defined therein) and, in certain circumstances, two additional Preferred Stock Directors (as defined therein).

Rollover Agreement

In connection with the Business Combination, contemporaneously with the execution and delivery of the Business Combination Agreement, EQV, EQV Holdings, PIH and the PIH Rollover Holders entered into the Rollover Agreements, pursuant to which the Class A ParentCo Rollover Units of such PIH Rollover Holders will, in accordance with the terms of the Business Combination Agreement and the Rollover Agreement, convert into the right to receive a number of EQV Holdings Common Units and a number of shares of Presidio Class B Common Stock at par value.

Securities Transfer and Contribution Agreements

In connection with the Business Combination, contemporaneously with the execution and delivery of the Business Combination Agreement, EQV, Presidio, Sponsor, certain PIH Rollover Holders and certain PIPE Investors party thereto entered the Securities Contribution and Transfer Agreements in order to reflect the intended ownership interests of the shareholders of Presidio following the Business Combination. Pursuant to and subject to the terms and conditions of the Securities Contribution and Transfer Agreements, (i) Sponsor will contribute 562,746 Class B Shares to EQV as a contribution to capital at Closing and, in exchange, Presidio will issue 562,746 shares of Presidio Class A Common Stock (or securities convertible into Presidio Class A Common Stock) having a value of approximately $5,914,460 (based on the January 8, 2026 Closing Price) to the PIH Rollover Holders and (ii) Sponsor will contribute 565,217 Class B Shares to EQV as a contribution to capital at Closing and, in exchange, Presidio will issue 565,217 shares of Presidio Class A Common Stock to such PIPE Investors.

Agreement and Plan of Merger

In connection with the Business Combination, EQV and PIH negotiated the acquisition of all of the issued and outstanding equity interests of EQVR via merger and, contemporaneous with the execution of the Business Combination Agreement, EQV, Presidio, EQVR Merger Sub, EQVR Intermediate, EQVR and PIH entered into the EQVR Merger Agreement, pursuant to which Presidio will effect the EQVR Acquisition on the terms and subject to the conditions set forth in the EQVR Merger Agreement and in accordance with applicable law following the Closing.

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Registration and Stockholders’ Rights Agreement

In connection with Closing, the Registration Rights Parties, EQV, EQV Holdings, and Presidio will enter into the Registration and Stockholders’ Rights Agreement. Under the Registration and Stockholders’ Rights Agreement, Sponsor or its permitted transferees will have the right to designate two directors so long as they own in the aggregate greater than 20% of Presidio’s common equity and one director so long as they own in the aggregate greater than 10% of Presidio’s common equity.

Pursuant to the terms of the Registration and Stockholders’ Rights Agreement, the Registration Rights Parties will be granted certain customary registration rights, including demand and piggyback rights. In addition, certain of the Registration Rights Parties will agree, subject to the terms provided therein, that each such party will not transfer any of its registrable securities under the Registration and Stockholders’ Rights Agreement for a period ending 180 days after the Closing.

Amended and Restated Limited Liability Company Agreement

Following the Business Combination, Presidio will be organized in an “Up-C” structure, such that Presidio and the subsidiaries of Presidio will hold and operate substantially all of the assets and business of PIH, and Presidio will be a publicly listed holding company that will hold equity interests in EQV. At Closing, EQV Holdings will amend and restate its limited liability company agreement in its entirety to, among other things, provide its equityholders with the right to redeem their Units for Presidio Class A Common Stock or, at Presidio’s option, cash, in each case, subject to certain restrictions set forth therein.

Interests of Certain Persons in the Business Combination

Interests of our Sponsor and Certain of the Directors and Officers of EQV and EQVR in the Business Combination

In considering the recommendation of our Board to vote in favor of the Business Combination, shareholders should be aware that aside from their interests as shareholders, our Sponsor and certain of our directors and officers have interests in the Business Combination that may be different from, or in addition to, those of other shareholders generally. Our Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination, approving the Business Combination and in recommending to shareholders that they approve the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

•        the fact that the Sponsor and EQV directors and officers have agreed not to redeem any Ordinary Shares held by them in connection with a shareholder vote to approve a proposed initial business combination;

•        the fact that our Sponsor paid an aggregate of $25,000 for the Class B Shares, and upon the completion of the Business Combination, the Class B Shares will convert into Presidio Class A Common Stock at a conversion rate that entitles the holders of such Class B Shares to continue to own, in the aggregate, approximately 10.0% of the Presidio Class A Common Stock (after giving effect to the Class B Contribution, assuming that the Earn-Out Shares vest in full and assuming the No Redemption Scenario). As a result, our Sponsor ultimately expects to receive up to 7,622,037 shares of Presidio Class A Common Stock in connection with the conversion of the Class B Shares in connection with the Business Combination and such securities will have a significantly higher value at the time of the Business Combination which, if unrestricted and freely tradable, would be valued at approximately $80,107,609 based on the January 8, 2026 Closing Price, resulting in a theoretical gain of approximately $80,082,609, but, given the restrictions on such shares, EQV believes such shares have less value. If the Business Combination is not consummated, the Sponsor will not realize such theoretical gain;

•        the fact that the Sponsor and EQV directors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Class B Shares held by them if EQV fails to complete an initial business combination by August 8, 2026 (unless extended);

•        the fact that our Sponsor paid an aggregate of $4,000,000 for its 400,000 Private Placement Units and that such EQV private placement warrants underlying such units will expire worthless if a business combination is not consummated by August 8, 2026 (unless extended);

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•        the fact that up to an aggregate amount of $1,500,000 of any amounts outstanding under any working capital loans made by our Sponsor or any of its affiliates to EQV may be converted into Private Placement Units at a price of $10.00 per Private Placement Unit at the option of the lender;

•        the fact that certain of EQV’s officers and directors, other than EQV’s independent directors, collectively own, directly or indirectly, a material interest in the Sponsor;

•        the fact that the Sponsor will have the right to designate two directors so long as they own in the aggregate greater than 20% of Presidio’s common equity and one director so long as they own in the aggregate greater than 10% of Presidio’s common equity;

•        the fact that following the consummation of the Business Combination, Presidio will acquire all of the issued and outstanding equity interests of EQVR via merger pursuant to the EQVR Merger Agreement for consideration of (i) 3,422,260 shares of Presidio Class A Common Stock issued to EQVR Intermediate, which would be valued at approximately $35,967,953 based on the January 8, 2026 Closing Price and (ii) a cash payment sufficient to repay EQVR’s indebtedness at closing of the EQVR Acquisition, which the Company anticipates to be $25,000,000 as of the Closing Date (such figure includes an anticipated pre-Closing paydown of such indebtedness);

•        the fact that Jerry Silvey, Jerome C. Silvey, Jr. and Tyson Taylor, members of the EQV Board, also constitute the board of managers of the Sponsor and serve on the board of the entity that controls EQVR;

•        the fact that certain directors and officers of EQV and EQVR own indirect equity interests in EQVR, which have no liquid trading market, and as a consequence of the EQVR Acquisition will have an indirect interest in publicly tradeable securities, such that: (i) Jerry Silvey is expected to indirectly own 1,370,565 shares of Presidio Class A Common Stock, which would be valued at approximately $14,404,638 based on the January 8, 2026 Closing Price; (ii) Grant Raney is expected to indirectly own 99,246 shares of Presidio Class A Common Stock, which would be valued at approximately $1,043,075 based on the January 8, 2026 Closing Price; and (iii) Tyson Taylor and Will Smith are each expected to indirectly own 41,532 shares of Presidio Class A Common Stock, which would be valued at approximately $436,501 based on the January 8, 2026 Closing Price;

•        the continued indemnification of EQV’s directors and officers under the Existing Governing Documents and the continuation of EQV’s directors’ and officers’ liability insurance after the Business Combination;

•        the fact that our Sponsor and EQV’s officers and directors will lose their entire investment of approximately $4,025,000 in EQV and will not be reimbursed for any loans extended, fees due or out-of-pocket expenses if an initial business combination is not consummated by August 8, 2026 (unless extended). As described above, following the Business Combination, our Sponsor ultimately expects to receive up to 7,622,037 shares of Presidio Class A Common Stock (giving effect to the Class B Contribution and assuming the Earn-Out Shares vest in full) in connection with the conversion of the Class B Shares in connection with the Business Combination and each of EQV’s independent directors held 40,000 Class A Shares. Additionally, our Sponsor purchased 400,000 Private Placement Units simultaneously with the consummation of the IPO for an aggregate purchase price of $4,000,000, which consists of 400,000 Class A Shares and 133,333 EQV private placement warrants. The 7,622,037 shares of Presidio Class A Common Stock expected to be owned by our Sponsor would have had an aggregate market value of approximately $80,107,609 based on the January 8, 2026 Closing Price. The 400,000 Class A Shares held by the Sponsor would have had an aggregate market value of approximately $4,204,000 based on the January 8, 2026 Closing Price, and the 133,333 EQV private placement warrants held by Sponsor would have an aggregate market value of approximately $62,667 based on the January 8, 2026 Closing Price;

•        the fact that if the Trust Account is liquidated, including in the event EQV is unable to complete an initial business combination within the required time period, our Sponsor has agreed to indemnify EQV to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which EQV has entered into an acquisition agreement or claims of any third party for services rendered or products sold to EQV, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

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•        the fact that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;

•        the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other EQV shareholders experience a negative rate of return in the post-business combination company; and

•        the terms and provisions of the Related Agreements as set forth in detail above.

As a result of the foregoing interests, the Sponsor and EQV’s directors and officers will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms that would be less favorable to public shareholders. In the aggregate, the Sponsor and its affiliates have capital at risk that depends, in whole or in part upon the completion of a business combination. Such amount consists of (i) up to 7,622,037 shares of Presidio Class A Common Stock, with an implied aggregate market value of approximately $80,107,609 based on the January 8, 2026 Closing Price, to be issued upon conversion of 7,622,037 Class B Shares currently held by the Sponsor, which shares include 1,905,509 Earn Out Shares subject to vesting as though such shares were vested immediately upon the Closing and exclude 1,127,963 Class B Shares, which represents the current assumptions of the amount of Class B Shares that the Sponsor may forfeit in connection with the Class B Contribution, (ii) 400,000 shares of Presidio Class A Common Stock, with an implied aggregate market value of approximately $4,204,000 based on the January 8, 2026 Closing Price, to be issued upon the conversion of 400,000 Class A Shares that form a part of the Private Placement Units, (iii) 133,333 EQV private placement warrants, with an implied aggregate market value of approximately $62,667 based on the January 8, 2026 Closing Price, each of which entitles the holder of such warrant to purchase one Class A Share at a price of $11.50 per share, subject to adjustment. However, given such shares will be subject to lockup restrictions, we believe such shares currently have less value. Even if the trading price of the public shares were as low as $0.68 per share, the aggregate market value of the converted Ordinary Shares alone (without taking into account the value of warrants underlying the EQV private placement units) would be approximately equal to the initial investment in EQV by the Sponsor. As a result, if the Business Combination is completed, the Sponsor is likely to be able to make a substantial profit on its investment in EQV at a time when the Class A Shares have lost significant value. On the other hand, if the Business Combination is not approved and EQV is unable to complete another business combination within the permitted timeframe, the Sponsor may lose its entire investment in EQV. In the aggregate, EQV’s directors and officers have capital at risk that depends, in whole or in part upon the completion of a business combination. Such amount consists of 160,000 Class A Shares, with an implied aggregate market value of approximately $1,681,600 based on the January 8, 2026 Closing Price. In addition, the Sponsor is entitled to reimbursement for transaction expenses advanced and/or paid by the Sponsor on behalf of EQV.

Interests of Certain Members of Management and the Board of Directors of PIH in the Business Combination

In considering the recommendation of the EQV Board to vote in favor of the Business Combination, shareholders should also be aware that certain members of management and the board of directors of PIH may have interests in the Business Combination that are different from those of the public shareholders. These interests may include, among other things, the fact that certain members of management and the board of directors of PIH will be (i) issued an aggregate of 562,746 shares of Presidio Class A Common Stock (or securities convertible into Presidio Class A Common Stock) having a value of approximately $5,914,460 (based on the January 8, 2026 Closing Price) for no additional consideration in exchange for the Sponsor’s contribution of 562,746 Class B Shares to EQV as a contribution to capital at Closing, (ii) granted representation on the board at Closing, (iii) entering into employment agreements at Closing and (iv) granted customary indemnification rights.

The existence of financial and personal interests of one or more of EQV’s directors may result in a conflict of interest on the part of such director(s) between what they may believe is in the best interests of EQV and its shareholders and what they may believe is best for themselves in determining to recommend that shareholders vote for the proposals described herein.

The financial and personal interests of the Sponsor and its affiliates, as well as EQV’s directors and officers, may have influenced their motivation in identifying and selecting PIH as a business combination target, completing an initial business combination with PIH and influencing the operation of the business following the initial business combination. In considering the recommendations of the EQV Board to vote for the proposals described herein, its shareholders should consider these interests.

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Board of Directors of Presidio Following the Business Combination

Pursuant to the Business Combination Agreement, effective at the Closing, the initial board of directors of Presidio will consist of a slate of directors mutually agreeable to the parties to the Business Combination Agreement, including Will Ulrich, Chris Hammack, Jerry Silvey and Tyson Taylor. The continuing board of directors of Presidio will be subject to certain director appointment rights of Sponsor and certain other investors. Following the Closing, under the Registration and Stockholders’ Rights Agreement, Sponsor or its permitted transferees will have the right to designate two directors so long as they own in the aggregate greater than 20% of Presidio’s common equity and one director so long as they own in the aggregate greater than 10% of Presidio’s common equity. In addition, subject to certain conditions, so long as any Preferred Shares remain outstanding, the Certificate of Designation will provide holders of a majority of the then issued and outstanding Preferred Shares the right to elect one Series A Director and, in certain circumstances, two additional Preferred Stock Directors.

Sources and Uses of Funds for the Business Combination

The following tables summarize the sources and uses for funding the Business Combination. The first table assumes that none of the Public Shareholders exercise their redemption rights and the Private Financings are satisfied by cash payments. The second table assumes that Public Shareholders exercise their redemption rights with respect to 31,222,144 EQV Class A ordinary shares, representing the maximum amount of public shares that can be redeemed in the Maximum Contractual Redemption Scenario, and the Private Financings are satisfied by cash payments. Where actual amounts are not known or knowable, the figures below represent EQV’s good faith estimates based on the assumptions set forth in the notes to the tables. If the actual facts are different from these assumptions, actual amounts will be different from those below.

Estimated Sources and Uses (No Redemption Scenario)

Sources							Uses
		($ in millions)						($ in millions)
EQV’s Cash-in-Trust(1)		$	370.5				PIH Rollover Holders	$	200.0
Private Financings(2)			211.3				Cash to Balance Sheet(5)		322.6
PIH Debt(3)			269.4				PIH Debt		269.4
PIH Rollover Holders(4)			64.7				Hedge Restrike(6)		65.0
							EQVR and PIH Debt Paydown(7)		28.4
							Estimated Transaction Expenses(8)		30.5
Total Sources		$	915.9				Total Uses	$	915.9

____________

(1)      Based on the amount of cash in the Trust Account as of January 8, 2026.

(2)      Consists of (i) $87,500,000 raised in the PIPE Financing and (ii) $123,750,000 raised in the Preferred Financing.

(3)      Reflects the outstanding PIH debt to be assumed by Presidio at Closing.

(4)      Reflects equity rollovers from certain PIH unitholders in exchange for EQV Holdings Common Units and Presidio Class A Common Stock.

(5)      The actual amount of cash will vary depending on, among other things, actual fees and expenses incurred in connection with the Business Combination and whether PIH determines to repay any existing indebtedness upon the Closing.

(6)      Represents the estimated costs to restrike PIH and EQVR hedges concurrently with the Closing.

(7)      Reflects the payoff of outstanding EQVR and PIH debt at Closing.

(8)      Represents an estimated amount of advisory, printing, legal and accounting fees directly related to the Business Combination, excluding $7.2 million of fees incurred to date that have been accrued for as of September 30, 2025. The actual amount of transaction expenses incurred and payable at or around the consummation of the Business Combination will vary depending on actual fees and expenses incurred in connection with the Business Combination

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Estimated Sources and Uses (Maximum Contractual Redemption Scenario)

Sources							Uses
		($ in millions)						($ in millions)
EQV’s Cash-in-Trust(1)		$	40.0				PIH Rollover Holders	$	200.0
Private Financings(2)			211.3				Cash to Balance Sheet(6)		36.9
PIH Debt(3)			269.4				PIH Debt		269.4
PIH Rollover Holders(4)			64.7				Hedge Restrike(7)		65.0
RBL Draw(5)			38.7				EQVR and PIH Debt Paydown(8)		28.4
							Estimated Transaction Expenses(9)		24.4
Total Sources		$	624.1				Total Uses	$	624.1

____________

(1)      Based on the amount of cash in the Trust Account as of January 8, 2026.

(2)      Consists of (i) $87,500,000 raised in the PIPE Financing and (ii) $123,750,000 raised in the Preferred Financing.

(3)      Reflects the outstanding PIH debt to be assumed by Presidio at Closing.

(4)      Reflects equity rollovers from certain PIH unitholders in exchange for EQV Holdings Common Units and Presidio Class A Common Stock.

(5)      Represents the estimated RBL draw at Closing, including issuance costs netted from proceeds.

(6)      The actual amount of cash will vary depending on, among other things, actual fees and expenses incurred in connection with the Business Combination and whether PIH determines to repay any existing indebtedness upon the Closing.

(7)      Represents the estimated costs to restrike PIH and EQVR hedges concurrently with the Closing.

(8)      Reflects the payoff of outstanding EQVR and PIH debt at Closing.

(9)      Represents estimated transaction fees and expenses, the actual amount of which will vary depending on actual fees and expenses incurred in connection with the Business Combination.

Name; Headquarters; Share Symbols

After completion of the Business Combination, the corporate headquarters and principal executive offices of Presidio will be 500 W. 7th Street, Suite 1500, Fort Worth, Texas 76102, and if the parties’ application for listing is approved, Presidio Class A Common Stock and Presidio warrants are expected to be listed for trading on NYSE under the symbols “FTW” and “FTW WS,” respectively.

Anticipated Accounting Treatment of the Business Combination and the EQVR Acquisition

The Business Combination and the EQVR Acquisition are each accounted for as an acquisition of a variable interest entity that meets the requirements to be accounted for as an asset acquisition in accordance with GAAP. Under this method of accounting, the identifiable assets acquired, liabilities assumed, and noncontrolling interests of PIH and EQVR are measured at their acquisition date fair values. EQV determined that PIH was the predecessor as PIH will comprise most of the combined entities’ assets and operations and will be managed by PIH’s management team upon consummation of the Business Combination and EQVR Acquisition.

Manner of Effecting the Domestication and the Legal Effect of the Domestication

Delaware Law

Pursuant to Section 388 of the DGCL, a non-United States entity may become domesticated as a Delaware corporation by filing with the Delaware Secretary of State a Certificate of Corporate Domestication and a Certificate of Incorporation, certifying to the matters set forth in Section 388 of the DGCL. The Domestication must be approved in the manner provided for by the instrument or other writing governing the internal affairs of the non-United States entity and the conduct of its business or by applicable non-Delaware law, as appropriate and the charter must be approved by the same authorization required to approve the Domestication.

When a non-United States entity has become domesticated as a Delaware corporation, for all purposes of Delaware law, the corporation will be deemed to be the same entity as the domesticating non-United States entity and the domestication will constitute a continuation of the existence of the domesticating non-United States entity in the form of a Delaware corporation. When any domestication will have become effective, for all purposes of Delaware laws, all of the rights, privileges and powers of the non-United States entity that has been domesticated and all property, real, personal and mixed and all debts due to such non-United States entity, as well as all other things

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and causes of action belonging to such non-United States entity, will remain vested in the corporation to which such non-United States entity has been domesticated (and also in the non-United States entity, if and for so long as the non-United States entity continues its existence in the foreign jurisdiction in which it was existing immediately prior to the domestication) and will be the property of such corporation (and also of the non-United States entity, if and for so long as the non-United States entity continues its existence in the foreign jurisdiction in which it was existing immediately prior to the domestication); but all rights of creditors and all liens upon any property of such non-United States entity will be preserved unimpaired and all debts, liabilities and duties of the non-United States entity that has been domesticated will remain attached to the corporation to which such non-United States entity has been domesticated (and also to the non-United States entity, if and for so long as the non-United States entity continues its existence in the foreign jurisdiction in which it was existing immediately prior to the domestication) and may be enforced against it to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by it in its capacity as such corporation. The rights, privileges, powers and interests in property of the non-United States entity, as well as the debts, liabilities and duties of the non-United States entity, will not be deemed, as a consequence of the domestication, to have been transferred to the corporation to which such non-United States entity has domesticated for any purpose of the laws of the State of Delaware.

Cayman Islands Law

If the Domestication Proposal is approved, EQV will also apply to deregister as a Cayman Islands exempted company pursuant to the Cayman Islands Companies Act. Upon the deregistration, EQV will no longer be subject to the provisions of the Cayman Islands Companies Act. Except as provided in the Cayman Islands Companies Act, the deregistration will not affect the rights, powers, authorities, functions and liabilities or obligations of EQV or any other person.

Regulatory Matters

Neither EQV nor PIH are aware of any material regulatory approvals or actions that are required for completion of the Business Combination. It is presently contemplated that if any regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any approvals or actions will be obtained.

Vote Required for Approval

The approval of the Business Combination Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by EQV shareholders represented virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The Business Combination is not structured so that the approval of at least a majority of the unaffiliated securityholders of EQV is required. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal.

The Business Combination Proposal is conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if any of the Condition Precedent Proposals is not approved, the Business Combination Proposal will have no effect, even if approved by the requisite holders of Ordinary Shares.

As of the date of this proxy statement/prospectus, the Sponsor and the Insiders have agreed to vote the Ordinary Shares owned by them in favor of the Business Combination Proposal. As of the Record Date, the Sponsor and the Insiders own 20.9% of the issued and outstanding Ordinary Shares. Except as otherwise disclosed under “Beneficial Ownership of Securities” in this proxy statement/prospectus, EQV’s officers and directors do not hold any public shares, but may purchase public shares at any time, subject to compliance with law and EQV’s trading policies. As a result, in addition to approval by the Sponsor, approval of the Business Combination Proposal will require the affirmative vote of at least 12,976,251 Ordinary Shares held by public shareholders (or approximately 29.1% of the public shares) if all Ordinary Shares are represented at the extraordinary general meeting and cast votes, and no affirmative vote of any holder of public shares will be required if only such shares as are required to establish a quorum are represented at the extraordinary general meeting and cast votes.

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EQV Appraisal Rights

Public shareholders and holders of EQV warrants do not have appraisal rights or dissenters’ rights in connection with the Domestication or the Business Combination under Cayman Islands law.

Satisfaction of the 80% Test

It is a requirement under the Existing Governing Documents and the listing requirements of the NYSE that the target business acquired in EQV’s initial business combination have a fair market value equal to at least 80% of the balance of the funds in the Trust Account at the time of the execution of a definitive agreement for EQV’s initial business combination. As of August 5, 2025, the date of the execution of the Business Combination Agreement, the balance of funds held in the Trust Account was at least $364,741,994 and 80% of such funds represents approximately $291,793,595. The EQV Board considered all of the factors described above and the fact that the aggregate consideration for EQV was the result of arm’s length negotiations with PIH. As a result, the EQV Board concluded that the fair market value of the business acquired was in excess of 80% of the assets held in the Trust Account (excluding any taxes payable on the interest earned on the Trust Account). In light of the financial background and experience of the members of EQV’s management team and the EQV Board, the EQV Board believes that the members of the management team and the EQV Board are qualified to determine whether the Business Combination meets the 80% test.

Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that EQV’s entry into the Business Combination Agreement, dated as of August 5, 2025, attached to the proxy statement/prospectus as Annex A (the “Business Combination Agreement”), pursuant to which and among other things, on the terms and subject to the conditions set forth in the Business Combination Agreement, the parties will complete the Business Combination (as such term is defined in the proxy statement/prospectus) described in the proxy statement/prospectus, be approved, ratified and confirmed in all respects.”

Recommendation of the EQV Board

The EQV Board believes that the Business Combination Proposal to be presented at the extraordinary general meeting is in the best interests of EQV.

THE EQV BOARD UNANIMOUSLY RECOMMENDS THAT EQV SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL.

The existence of financial and personal interests of one or more of EQV’s directors may result in a conflict of interest on the part of such director(s) between what such director may believe is in the best interests of EQV and its shareholders and what such director may believe is best for themselves in determining to recommend that shareholders vote for the proposals. The Sponsor and EQV’s officers also have interests in the Business Combination that may be different from, or in addition to, your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for a further discussion of these considerations.

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THE DOMESTICATION PROPOSAL

Overview

Assuming each of the Condition Precedent Proposals is approved, EQV is seeking shareholder approval of the Domestication Proposal. The approval of the Domestication Proposal is a condition to the Closing under the Business Combination Agreement. If the Domestication Proposal is approved, but the Business Combination Proposal is not approved, then neither the Domestication nor the Business Combination will be consummated.

As a condition to Closing, the EQV Board has unanimously approved (i) a change of EQV’s jurisdiction of incorporation by de-registering as an exempted company in the Cayman Islands and registering by way of continuation and domesticating as a corporation incorporated under the laws of the State of Delaware and (ii) the adoption of the New EQV Certificate of Incorporation and the New EQV Bylaws. To effect the Domestication, EQV will file an application to deregister with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file the New EQV Certificate of Incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which EQV will be domesticated and continue as a Delaware corporation.

In connection with the Domestication: (a) each Class A Share issued and outstanding immediately prior to the Domestication will automatically convert, on a one-for-one basis, into one share of EQV Class A Common Stock; (b) each Class B Share issued and outstanding immediately prior to the Domestication will automatically convert, on a one-for-one basis, into one share of EQV Class B Common Stock; and (c) each outstanding EQV warrant will be converted to become exercisable, 30 days following the Closing, for shares of EQV Class A Common Stock at the same per share exercise price and for the same number of shares as in effect immediately prior to the Domestication. At a moment in time after the effectiveness of the Domestication and before the closing of the Business Combination, each outstanding Unit (each of which currently consists of one Class A Share and one-third of one EQV warrant to purchase one Class A Share) will be separated into its component Class A Share and one-third of one EQV warrant.

The Domestication Proposal, if approved, will authorize the deregistration of EQV as a Cayman Islands exempted company and the registration by way of continuation, of EQV as a corporation incorporated under the laws of the State of Delaware and governed by the New EQV Certificate of Incorporation and the New EQV Bylaws. Accordingly, while EQV is currently governed by the Cayman Islands Companies Act, upon the Domestication, EQV will be governed by the DGCL. EQV encourages shareholders to carefully consult the information set out below under “Comparison of Corporate Governance and Shareholder Rights.”

Reasons for the Domestication

The EQV Board believes that it would be in the best interests of EQV, in connection with the completion of the Business Combination, to effect the Domestication. Further, the EQV Board believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its shareholders, who are the owners of the corporation. Because EQV will operate within the United States following the Business Combination, it was the view of the EQV Board that EQV should be structured as a corporation organized in the United States.

The EQV Board believes that there are several reasons why a reincorporation in Delaware is in the best interests of EQV and its shareholders. These additional reasons can be summarized as follows:

•        Prominence, Predictability and Flexibility of Delaware Law.    For many years, Delaware has followed a policy of encouraging incorporation in its state and, in furtherance of that policy, has been a leader in adopting, construing, and implementing comprehensive, flexible corporate laws responsive to the legal and business needs of corporations organized under its laws. Many corporations have chosen Delaware initially as a state of incorporation or have subsequently changed corporate domicile to Delaware. Because of Delaware’s prominence as the state of incorporation for many major corporations, both the legislature and courts in Delaware have demonstrated the ability and a willingness to act quickly and effectively to meet changing business needs. The DGCL is frequently revised and updated to accommodate changing legal and business needs and is more comprehensive, widely used and interpreted than other state corporate laws. This favorable corporate and regulatory environment is attractive to businesses such as ours.

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•        Well-Established Principles of Corporate Governance.    There is substantial judicial precedent in the Delaware courts as to the legal principles applicable to measures that may be taken by a corporation and to the conduct of a company’s board of directors, such as under the business judgment rule and other standards. Because the judicial system is based largely on legal precedents, the abundance of Delaware case law provides clarity and predictability to many areas of corporate law. We believe such clarity would be advantageous to EQV, the EQV Board and management to make corporate decisions and take corporate actions with greater assurance as to the validity and consequences of those decisions and actions. Further, investors and securities professionals are generally more familiar with Delaware corporations, and the laws governing such corporations, increasing their level of comfort with Delaware corporations relative to other jurisdictions. The Delaware courts have developed considerable expertise in dealing with corporate issues, and a substantial body of case law has developed construing Delaware law and establishing public policies with respect to corporate legal affairs. Moreover, Delaware’s vast body of law on the fiduciary duties of directors and officers provides appropriate protection for EQV’s shareholders from possible abuses by directors and officers.

•        Increased Ability to Attract and Retain Qualified Directors.    Reregistration from the Cayman Islands to Delaware is attractive to directors, officers, and shareholders alike. EQV’s incorporation in Delaware may make EQV more attractive to future candidates for the EQV Board, because many such candidates are already familiar with Delaware corporate law from their past business experiences. To date, we have not experienced difficulty in retaining directors or officers, but directors of public companies are exposed to significant potential liability. Thus, candidates’ familiarity and comfort with Delaware laws — especially those relating to director indemnification (as discussed below) — draw such qualified candidates to Delaware corporations. The EQV Board therefore believes that providing the benefits afforded directors by Delaware law will enable Presidio, following the Business Combination, to compete more effectively with other public companies in the recruitment of talented and experienced directors and officers.

The frequency of claims and litigation pursued against directors and officers has greatly expanded the risks facing directors and officers of corporations in carrying out their respective duties. The amount of time and money required to respond to such claims and to defend such litigation can be substantial. While both Cayman Islands and Delaware law permit a corporation to include a provision in its governing documents to reduce or eliminate the monetary liability of directors for breaches of fiduciary duty in certain circumstances, we believe that, in general, Delaware law is more developed and provides more guidance than Cayman Islands law on matters regarding a company’s ability to limit director liability. As a result, we believe that the corporate environment afforded by Delaware will enable Presidio to compete more effectively with other public companies in attracting and retaining new directors.

Reasons for the Name Change

The EQV Board believes that it would be in the best interests of EQV to, in connection with the Domestication and the Business Combination, change its corporate name to “Presidio MidCo Inc.” in order to more accurately reflect the business purposes and activities of EQV.

Regulatory Approvals; Third-Party Consents

EQV is not required to make any filings or to obtain any approvals or clearances from any antitrust regulatory authorities in the United States or other countries in order to complete the Domestication. However, because the Domestication must occur in connection with the Business Combination, it will not occur unless the Business Combination can be completed, which will require the approvals as described under the section of this proxy statement/prospectus entitled “The Business Combination Proposal.” EQV must comply with applicable U.S. federal and state securities laws in connection with the Domestication.

The Domestication will not breach any covenants or agreements binding upon EQV and will not be subject to any additional federal or state regulatory requirements, except compliance with the laws of the Cayman Islands and Delaware necessary to effect the Domestication.

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New EQV Governing Documents

Commencing with the effective time of the Domestication, the DGCL, and immediately after the Domestication and prior to the adoption of the Proposed Governing Documents and the Closing of the Business Combination, the New EQV Governing Documents will govern the rights of shareholders in EQV.

A chart comparing your rights as a holder of Ordinary Shares as a Cayman Islands exempted company with your rights as a holder of Presidio Class A Common Stock as a Delaware corporation, as applicable, can be found in the section below entitled “Comparison of Corporate Governance and Shareholder Rights.”

Accounting Treatment of the Domestication

The Domestication is being proposed solely for the purpose of changing the legal domicile of EQV. There will be no accounting effect or change in the carrying amount of the assets and liabilities of EQV as a result of the Domestication. The business, capitalization, assets and liabilities and financial statements of EQV immediately following the Domestication will be the same as those immediately prior to the Domestication.

Vote Required for Approval

The approval of the Domestication Proposal requires a special resolution under the Cayman Islands Companies Act and the Existing Governing Documents which is the affirmative vote of holders of a least two-thirds of the votes cast by EQV shareholders present virtually or by proxy and entitled to vote at the extraordinary general meeting voting in favor of the Domestication Proposal at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal.

The Domestication Proposal is conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if any of the Condition Precedent Proposals is not approved, the Domestication Proposal will have no effect, even if approved by the requisite EQV shareholders.

As of the date of this proxy statement/prospectus, the Sponsor and the Insiders have agreed to vote the Ordinary Shares owned by them in favor of the Domestication Proposal. On any vote of the Domestication Proposal, holders of Class B Shares will have ten votes for every Class B Share held and holders of Class A Shares will have one vote for every Class A Share held. As of the Record Date, the Sponsor and the Insiders own 100% of the issued and outstanding Class B Shares and approximately 1.6% of the issued and outstanding Class A Shares. Except as otherwise disclosed under “Beneficial Ownership of Securities” in this proxy statement/prospectus, EQV’s officers and directors do not hold any public shares, but may purchase public shares at any time, subject to compliance with law and EQV’s trading policies. As a result, in addition to approval by the Sponsor and the Insiders, approval of the Domestication Proposal will not require the affirmative vote of at any holders of public shares.

Resolution to be Voted Upon

The full text of the resolutions to be passed are as follows:

“RESOLVED, as a special resolution, that: (i) EQV be de-registered in the Cayman Islands and registered by way of continuation as a corporation under the laws of the state of Delaware, pursuant to Part XII of the Companies Act (As Revised) of the Cayman Islands and Section 388 of the General Corporation Law of the State of Delaware and, immediately upon being de-registered in the Cayman Islands, EQV be continued and domesticated as a corporation; (ii) conditional upon, and with effect from, the registration of EQV as a corporation in the State of Delaware, the name of EQV be changed from “EQV Ventures Acquisition Corp.” to “Presidio MidCo Inc.”; and (iii) the New EQV Certificate of Incorporation, in the form appended to the accompanying proxy statement/prospectus as Annex R, to be effective upon the Domestication, and the New EQV Bylaws, in the form appended to the accompanying proxy statement/prospectus as Annex S, to be effective upon the Domestication, be approved in all respects.”

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Recommendation of the EQV Board

The EQV Board believe that the Domestication Proposal to be presented at the extraordinary general meeting is in the best interests of EQV.

THE EQV BOARD UNANIMOUSLY RECOMMENDS THAT EQV SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE DOMESTICATION PROPOSAL.

The existence of financial and personal interests of one or more of EQV’s directors may result in a conflict of interest on the part of such director(s) between what such director may believe is in the best interests of EQV and its shareholders and what such director may believe is best for themselves in determining to recommend that shareholders vote for the proposals. The Sponsor and EQV’s officers also have interests in the Business Combination that may be different from, or in addition to, your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for a further discussion of these considerations.

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GOVERNING documents PROPOSAL

Overview

Assuming each of the Condition Precedent Proposals is approved, EQV is required to obtain shareholder approval of the Proposed Certificate of Incorporation and the Proposed Bylaws to govern the affairs of Presidio in connection with the Business Combination. Under the Business Combination Agreement, approval of the Governing Documents Proposal is a condition to the Closing.

EQV is seeking shareholder approval, by ordinary resolution, of the Governing Documents Proposal in connection with the adoption of the Proposed Governing Documents. For a summary of the key differences between the Proposed Governing Documents relative to the terms currently governing EQV under the Existing Governing Documents, which summary is qualified in its entirety by reference to the full text of the Proposed Certificate of Incorporation, a copy of which is included as Annex H to this proxy statement/prospectus, and by reference to the full text of the Proposed Bylaws, a copy of which is included as Annex I to this proxy statement/prospectus, please refer to the summary table below under the Governing Documents Advisory Proposal.

All shareholders are encouraged to read each of the Proposed Governing Documents in their entirety for a more complete description of their terms.

Vote Required for Approval

The approval of the Governing Documents Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by EQV shareholders represented virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal.

The Governing Documents Proposal is conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if any of the Condition Precedent Proposals is not approved, the Governing Documents Proposal will have no effect, even if approved by the requisite holders of Ordinary Shares.

As of the date of this proxy statement/prospectus, the Sponsor and the Insiders have agreed to vote the Ordinary Shares owned by them in favor of the Governing Documents Proposal. As of the Record Date, the Sponsor and Insiders own 20.9% of the issued and outstanding Ordinary Shares. Except as otherwise disclosed under “Beneficial Ownership of Securities” in this proxy statement/prospectus, EQV’s officers and directors do not hold any public shares, but may purchase public shares at any time, subject to compliance with law and EQV’s trading policies. As a result, in addition to approval by the Sponsor, approval of the Governing Documents Proposal will require the affirmative vote of at least 12,976,251 Ordinary Shares held by public shareholders (or approximately 29.1% of the public shares) if all Ordinary Shares are represented at the extraordinary general meeting and cast votes, and no affirmative vote of any holder of public shares will be required if only such shares as are required to establish a quorum are represented at the extraordinary general meeting and cast votes.

Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that the Proposed Certificate of Incorporation, in the form appended to the accompanying proxy statement/prospectus as Annex H, to be effective upon the Closing, the Proposed Bylaws, in the form appended to the accompanying proxy statement/prospectus as Annex I, to be effective upon the Closing, be approved in all respects.”

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Recommendation of the EQV Board

The EQV Board believes that the Governing Documents Proposal to be presented at the extraordinary general meeting is in the best interests of EQV.

THE EQV BOARD UNANIMOUSLY RECOMMENDS THAT EQV SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE GOVERNING DOCUMENTS PROPOSAL.

The existence of financial and personal interests of one or more of EQV’s directors may result in a conflict of interest on the part of such director(s) between what such director may believe is in the best interests of EQV and its shareholders and what such director may believe is best for themselves in determining to recommend that shareholders vote for the proposals. The Sponsor and EQV’s officers also have interests in the Business Combination that may be different from, or in addition to, your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for a further discussion of these considerations.

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GOVERNING DOCUMENTS ADVISORY PROPOSALS

Overview

EQV is seeking shareholder approval of the Governing Documents Advisory Proposals in connection with the Business Combination. These proposals are being presented separately in accordance with SEC guidance to give EQV shareholders the opportunity to present their separate views on important corporate governance provisions and will be voted upon on a non-binding advisory basis. This separate vote is not otherwise required by Cayman Islands or Delaware law, but pursuant to SEC guidance, EQV is required to submit these provisions to its shareholders separately for approval. The shareholder votes regarding these proposals are advisory in nature, and are not binding on EQV, the EQV Board, Presidio or the Presidio Board. Furthermore, the Business Combination is not conditioned on the separate approval of the Governing Documents Advisory Proposals (separate and apart from the approval of the Governing Documents Proposal). Accordingly, regardless of the outcome of the Governing Documents Advisory Proposals, EQV intends that the Proposed Governing Documents will take effect upon the Closing.

The Proposed Governing Documents differ materially from the Existing Governing Documents. The following table sets forth a summary of the principal changes proposed between the Existing Governing Documents and the Proposed Governing Documents. This summary is qualified by reference to the complete text of the amended and restated memorandum and articles of association, a copy of which is attached to this proxy statement/prospectus as Annex B, the complete text of the Proposed Certificate of Incorporation, a copy of which is attached to this proxy statement/prospectus as Annex H, and the complete text of the Proposed Bylaws, a copy of which is attached to this proxy statement/prospectus as Annex I. All shareholders are encouraged to read the Proposed Governing Documents in their entirety. Additionally, as the Existing Governing Documents are governed by the Cayman Islands Companies Act and the Proposed Governing Documents will be governed by the DGCL, EQV encourages shareholders to carefully consult the information set out under the section of this proxy statement/prospectus entitled “Comparison of Corporate Governance and Shareholder Rights.”

		Existing Governing Documents		Proposed Governing Documents
Authorized Shares (Governing Documents Advisory Proposal A)		The authorized share capital of EQV under the Existing Governing Documents is US $33,100 divided into (i) 300,000,000 Class A ordinary shares with a nominal or par value of US$0.0001, (ii) 30,000,000 Class B ordinary shares with a nominal or par value of US$0.0001, and (iii) 1,000,000 preference shares with a nominal or par value of US$0.0001. See Section 7 of the Memorandum of Association of EQV.		The Proposed Certificate of Incorporation authorizes 1,500,000,000 shares of Class A common stock, par value $0.0001 per share, (b) 100,000,000 shares of Class B common stock, par value $0.0001 per share, and (c) 50,000,000 shares of preferred stock, par value $0.0001 per share. See Section 4.1 of the Proposed Certificate of Incorporation.
Preferred Stock (Governing Documents Advisory Proposal B)		The Existing Governing Documents provide that the Directors, or the EQV Shareholders by ordinary resolution, may authorise the division of shares into any number of classes and sub-classes and series and sub-series and the different classes and sub-classes and series and sub-series will be authorised, established and designated (or re-designated as the case may be) and the variations in the relative rights (including, without limitation, voting, dividend and redemption rights), restrictions, preferences, privileges and payment obligations as between the		The Proposed Certificate of Incorporation provides that, subject to any limitations prescribed by law, the Presidio Board is expressly authorized to issue from time to time shares of preferred stock in one or more series pursuant to a resolution or resolutions providing for such issue duly adopted by the Presidio Board. See Section 4.5 of the Proposed Certificate of Incorporation.

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		Existing Governing Documents		Proposed Governing Documents
		different classes and series (if any) may be fixed and determined by the Directors or the EQV shareholders by ordinary resolution. See Section 10 of the Memorandum and Articles of Association of EQV.
Prometheus Holdings LLC Agreement (Governing Documents Advisory Proposal C)		The Existing Governing Documents do not account for the Prometheus Holdings LLC Agreement.		The Proposed Certificate of Incorporation provides that the Class B common stock of Presidio will be subject to certain restrictions on transfer and other provisions pursuant to the Prometheus Holdings LLC Agreement. See Sections 4.4 and 4.6 of the Proposed Certificate of Incorporation.
Action by Written Consent of Stockholders (Governing Documents Advisory Proposal D)		The Existing Governing Documents provide that a resolution in writing signed by all the EQV Shareholders for the time being entitled to receive notice of and to attend and vote at general meetings of EQV shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held. See Section 90 of the Memorandum and Articles of Association.		The Proposed Certificate of Incorporation provides that, except as otherwise expressly provided by the terms of any series of preferred stock permitting the holders of such series of preferred stock to act by written consent, any action required or permitted to be taken by the stockholders of Presidio must be effected at a duly called annual or special meeting of the stockholders of Presidio and may not be effected by written consent in lieu of a meeting. See Section 7.1 of the Proposed Certificate of Incorporation.
Removal of Directors (Governing Documents Advisory Proposal E)		The Existing Governing Documents provide that prior to the closing of the Business Combination, EQV may by ordinary resolution of the holders of the Class B shares only, appoint and remove any person to be a Director and the holders of Class A Shares have no right to vote on the appointment or removal of any Director. If however, all of the Class B Shares are converted prior to the date of the Business Combination, the holders of Class A Shares will have the right to vote on the election of Directors and following the closing of the Business Combination, EQV may by Ordinary Resolution (of all Shareholders entitled to vote) appoint or remove any Director. See Section 96 of the Memorandum and Articles of Association.		The Proposed Certificate of Incorporation provides that, subject to the rights of holders of any series of preferred stock with respect to the election of directors, for so long as the Proposed Certificate of Incorporation provides for a classified board, a director may be removed from office by the stockholders of Presidio only for cause and only by the affirmative vote of the holders of at least a majority of the voting power of all then-outstanding shares of capital stock of Presidio entitled to vote generally in the election of directors, voting together as a single class. See Section 5.3 of the Proposed Certificate of Incorporation.

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		Existing Governing Documents		Proposed Governing Documents
Omnibus Approval (Governing Documents Advisory Proposal F)		The Existing Governing Documents provide that unless EQV consents in writing to the selection of an alternative forum, the courts of the Cayman Islands have exclusive jurisdiction over any claim or dispute arising out of or in connection with the Memorandum and Articles of Association or otherwise related in any way to each shareholder’s holding in EQV, other than any action or suits brought to enforce any liability or duty created by (i)-(iii) below. The Existing Governing Documents also provide that EQV Shareholders irrevocably submit to the exclusive jurisdiction of the courts of the Cayman Islands over all such claims or disputes, other than any action or suits brought to enforce any liability or duty created by (i) the U.S. Securities Act of 1933, as amended, (ii) the Securities Exchange Act of 1934, as amended, or (iii) any claim for which the federal district courts of the United States of America are as a matter of the laws of the United States, the sole and exclusive forum for determination of such a claim. See Section 186, 187 and 189 of the Memorandum and Articles of Association.		The Proposed Certificate of Incorporation adopts (i) Delaware as the exclusive forum for certain litigation and (ii) the federal district courts of the United States as the exclusive forum for the resolution of any complaint asserting a cause or causes of action arising under the Securities Act. These provisions are inapplicable to claims seeking to enforce any liability or duty created by the Exchange Act; and any other claim for which the U.S. federal courts have exclusive jurisdiction. See Section 9.1 of the Proposed Certificate of Incorporation.

Reasons for the Approvals of the Governing Documents Advisory Proposal

Proposal A — Authorized Shares

The EQV Board believes it is in the best interests of EQV and its shareholders to approve provisions in the Proposed Governing Documents such that the authorized share capital of Presidio will be (a) 1,500,000,000 shares of Class A common stock, par value $0.0001 per share, (b) 100,000,000 shares of Class B common stock, par value $0.0001 per share, and (c) 50,000,000 shares of preferred stock, par value $0.0001 per share, as compared to the authorized share capital of EQV under the Existing Governing Documents of US $33,100 divided into (i) 300,000,000 Class A ordinary shares with a nominal or par value of US$0.0001, (ii) 30,000,000 Class B ordinary shares with a nominal or par value of US$0.0001, and (iii) 1,000,000 preference shares with a nominal or par value of US$0.0001.

The EQV Board believes that it is important for Presidio to have available for issuance a number of authorized shares of Presidio Class A common stock, Class B common stock and preferred stock sufficient to facilitate the transactions contemplated by the Business Combination and to support Presidio’s growth and to provide flexibility for future corporate needs (including, if needed, as part of financing for future growth acquisitions).

Proposal B — Preferred Stock

The EQV Board believes it is in the best interests of EQV and its shareholders to approve provisions in the Proposed Governing Documents, which will govern Presidio if the Conditions Precedent Proposals are approved, to authorize the Presidio Board to issue any or all shares of preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by the Presidio Board.

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The EQV Board believes that it is important for Presidio to be able to issue preferred stock sufficient to facilitate the transactions contemplated by the Business Combination and to support Presidio’s growth and to provide flexibility for future corporate needs (including, if needed, as part of financing for future growth acquisitions).

Proposal C — Prometheus Holdings LLC Agreement

The EQV Board believes it is in the best interests of EQV and its shareholders to approve provisions in the Proposed Governing Documents, which will govern Presidio if the Conditions Precedent Proposals are approved, to provide that certain provisions of the Proposed Certificate of Incorporation of Presidio are subject to the Prometheus Holdings LLC Agreement.

The EQV Board believes that it is important for Presidio to provide that certain provisions of the Proposed Certificate of Incorporation of Incorporation of Presidio are subject to the Prometheus Holdings LLC Agreement in order to facilitate the transactions contemplated by the Business Combination Agreement.

Proposal D — Action by Written Consent of Stockholders

The EQV Board believes it is in the best interests of EQV and its shareholders to approve provisions in the Proposed Governing Documents, which will govern Presidio if the Conditions Precedent Proposals are approved, that provide that Presidio stockholders may not take action by written consent in lieu of a meeting.

The EQV Board believes that eliminating the right of stockholders to act by written consent, which is permitted in the Existing Governing Documents, is appropriate to limit the circumstances under which stockholders can act on their own initiative to, among other things, alter or amend the Proposed Governing Documents outside of a duly called special or annual meeting of the stockholders of Presidio.

The elimination of the stockholders’ ability to act by written consent may have certain anti-takeover effects by forcing a potential acquirer to take control of the Presidio Board only at duly called special or annual meetings. Inclusion of these provisions in the Proposed Governing Documents might also increase the likelihood that a potential acquirer would negotiate the terms of any proposed transaction with the Presidio Board and help protect stockholders from the use of abusive and coercive takeover tactics.

Proposal E — Removal of Directors

The EQV Board believes it is in the best interests of EQV and its shareholders to approve provisions in the Proposed Governing Documents, which will govern Presidio if the Conditions Precedent Proposals are approved, to provide that any director or the entire board of directors of Presidio may be removed from office, but only for cause and only by the affirmative vote of the holders of a majority of the then-outstanding shares of stock of Presidio entitled to vote generally for the election of directors.

The EQV Board believes that this proposal will (i) increase board continuity and the likelihood that experienced board members with familiarity Presidio’s business operations would serve on the board at any given time, (ii) make it more difficult for a potential acquiror or other person, group or entity to gain control of the Presidio Board, and (iii) make the Proposed Certificate of Incorporation more appropriate for a Delaware-incorporated public operating company.

Proposal F — Omnibus Approval

The EQV Board believes it is in the best interests of EQV and its shareholders to authorize all other changes necessary or desirable in connection with the approval of the Proposed Governing Documents, including adopting Delaware as the exclusive forum for certain stockholder litigation and the United States District Courts as the exclusive forum for litigation arising out of federal securities laws.

Adopting Delaware as the exclusive forum for certain litigation is intended to assist Presidio in avoiding multiple lawsuits in multiple jurisdictions regarding the same matter. The ability to require such claims to be brought in a single forum will help to assure consistent consideration of the issues, the application of a relatively known body of case law and level of expertise and should promote efficiency and cost-savings in the resolutions of such claims. The EQV Board believes that the Delaware courts are best suited to address disputes involving such matters given that Presidio is incorporated in Delaware. Delaware law generally applies to such matters and the Delaware courts have a reputation

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for expertise in corporate law matters. Delaware offers a specialized Court of Chancery to address corporate law matters, with streamlined procedures and processes, which help provide relatively quick decisions. This accelerated schedule can minimize the time, cost and uncertainty of litigation for all parties. The Court of Chancery has developed considerable expertise with respect to corporate law issues, as well as a substantial and influential body of case law construing Delaware’s corporate law and long-standing precedent regarding corporate governance. This provides stockholders of Presidio and Presidio with more predictability regarding the outcome of intra-corporate disputes. In the event the Court of Chancery does not have jurisdiction, the other state courts or the federal district court of the United States located in Delaware would be the most appropriate forums because these courts have more expertise on matters of Delaware law compared to other jurisdictions. The EQV Board further believes that providing that the federal district courts of the United States will be the exclusive forum for resolving actions arising under the Securities Act, provides the flexibility to file such suits in any federal district court while providing the benefits of eliminating duplicative litigation and having such cases heard by courts that are well-versed in the applicable law. Notwithstanding the foregoing, the Proposed Bylaws will provide that the exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction.

The EQV Board further believes that the Proposed Governing Documents providing for such exclusive forum would promote judicial fairness and avoid conflicting results, as well as make Presidio’s defense of applicable claims less disruptive and more economically feasible, principally by avoiding duplicative discovery.

Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, on an advisory and non-binding basis, to approve each of the following proposals (Proposals A-F):

Proposal A:    To approve provisions in the Proposed Certificate of Incorporation such that the authorized share capital of Presidio will be (a) 1,500,000,000 shares of Class A common stock, par value $0.0001 per share, (b) 100,000,000 shares of Class B common stock, par value $0.0001 per share, and (c) 50,000,000 shares of preferred stock, par value $0.0001 per share, as compared to the authorized share capital of EQV under the Existing Governing Documents of US $33,100 divided into (i) 300,000,000 Class A ordinary shares with a nominal or par value of US$0.0001, (ii) 30,000,000 Class B ordinary shares with a nominal or par value of US$0.0001, and (iii) 1,000,000 preference shares with a nominal or par value of US$0.0001;

Proposal B:    To approve provisions in the Proposed Governing Documents, which will govern Presidio if the Conditions Precedent Proposals are approved, to authorize the Presidio Board to issue any or all shares of preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by the Presidio Board;

Proposal C:    To approve provisions in the Proposed Governing Documents, which will govern Presidio if the Conditions Precedent Proposals are approved, to provide that certain provisions of the Proposed Certificate of Incorporation of Presidio are subject to the Prometheus Holdings LLC Agreement;

Proposal D:    To approve provisions in the Proposed Governing Documents, which will govern Presidio if the Conditions Precedent Proposals are approved, that provide that Presidio stockholders may not take action by written consent in lieu of a meeting;

Proposal E:    To approve provisions in the Proposed Governing Documents, which will govern Presidio if the Conditions Precedent Proposals are approved, to provide that any director or the entire board of directors of Presidio may be removed from office, but only for cause and only by the affirmative vote of the holders of a majority of the then-outstanding shares of stock of Presidio entitled to vote generally for the election of directors; and

Proposal F:    To authorize all other changes necessary or desirable in connection with the approval of the Proposed Governing Documents, including adopting Delaware as the exclusive forum for certain stockholder litigation and the United States District Courts as the exclusive forum for litigation arising out of federal securities laws.”

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Vote Required for Approval

The approval of the Governing Documents Advisory Proposals will require an ordinary resolution under Cayman Islands law, being a resolution passed by the holders of a majority of the Ordinary Shares who, being present (either virtually or by proxy) and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

As discussed above, the Governing Documents Advisory Proposals are advisory votes and therefore are not binding on EQV or the EQV Board. Furthermore, the Business Combination is not conditioned on the separate approval of the Governing Documents Advisory Proposals (separate and apart from approval of the Governing Documents Proposal). Accordingly, regardless of the outcome of the non-binding advisory vote on the Governing Documents Advisory Proposals, EQV intends that the Proposed Governing Documents will take effect upon the Closing (assuming approval of the Governing Documents Proposal).

As of the date of this proxy statement/prospectus, the Sponsor and the Insiders have agreed to vote the Ordinary Shares owned by them in favor of the Governing Documents Advisory Proposals. As of the Record Date, the Sponsor and the Insiders own 20.9% of the issued and outstanding Ordinary Shares. Except as otherwise disclosed under “Beneficial Ownership of Securities” in this proxy statement/prospectus, EQV’s officers and directors do not hold any public shares, but may purchase public shares at any time, subject to compliance with law and EQV’s trading policies. As a result, in addition to approval by the Sponsor, approval of the Governing Documents Advisory Proposals will require the affirmative vote of at least 12,976,251 Ordinary Shares held by public shareholders (or approximately 29.1% of the public shares) if all Ordinary Shares are represented at the extraordinary general meeting and cast votes, and no affirmative vote of any holder of public shares will be required if only such shares as are required to establish a quorum are represented at the extraordinary general meeting and cast votes.

Recommendation of the EQV Board

The EQV Board believe that the Governing Documents Advisory Proposals to be presented at the extraordinary general meeting are in the best interests of EQV.

THE EQV BOARD UNANIMOUSLY RECOMMENDS THAT EQV SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE GOVERNING DOCUMENTS PROPOSALS.

The existence of financial and personal interests of one or more of EQV’s directors may result in a conflict of interest on the part of such director(s) between what such director may believe is in the best interests of EQV and its shareholders and what such director may believe is best for themselves in determining to recommend that shareholders vote for the proposals. The Sponsor and EQV’s officers also have interests in the Business Combination that may be different from, or in addition to, your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for a further discussion of these considerations.

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STOCK ISSUANCE PROPOSAL

Overview

Assuming each of the Condition Precedent Proposals is approved, EQV is seeking shareholder approval, by ordinary resolution, of the Stock Issuance Proposal.

Why EQV Needs Shareholder Approval

EQV is seeking shareholder approval in order to comply with the applicable provisions of Section 312.03 of the NYSE Listed Company Manual. Pursuant to Section 312.03(c) of the NYSE Listed Company Manual, shareholder approval is required prior to the issuance of common stock, or of securities convertible into or exercisable for common stock, in any transaction or series of related transactions if: (i) the common stock has, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of such stock or of securities convertible into or exercisable for common stock or (ii) the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the common stock or of securities convertible into or exercisable for common stock.

Furthermore, pursuant to the Section 312.03(b) of the NYSE Listed Company Manual, a NYSE-listed company is required to obtain shareholder approval when such company proposes to issue securities to a director, officer or substantial security holder, if the number of shares of common stock to be issued, or the number of shares of common stock into which the securities may be convertible or exercisable, exceeds 1% of the number of shares of common stock outstanding before the issuance. Section 312.04(e) of the NYSE Listed Company Manual defines a substantial stockholder as the holder of an interest of 5% or more of either the number of shares of common stock or the voting power outstanding of a NYSE-listed company. The Sponsor currently owns greater than 5% of the Ordinary Shares and is considered a substantial security holder of EQV under the Section 312.04(e). The Sponsor will be receiving shares of Presidio Class A Common Stock, or securities convertible into or exercisable for Presidio Class A Common Stock, in an amount exceeding 1% of the number of Ordinary Shares outstanding before the issuance. In addition, Jerry Silvey, who is the Chief Executive Officer and a director of EQV and who will be a director of Presidio, will be indirectly receiving shares of Presidio Class A Common Stock in an amount exceeding 1% of the number of Ordinary Shares outstanding before the issuance pursuant to the EQVR Acquisition.

Upon the Closing, Presidio will issue or reserve for issuance: (i) 35,000,000 shares of Presidio Class A Common Stock issuable upon the conversion of 35,000,000 public shares; (ii) 11,666,666 shares of Presidio Class A Common Stock issuable upon the exercise of 11,666,666 Presidio public warrants; (iii) 7,622,037 shares of Presidio Class A Common Stock issuable upon the conversion of 7,622,037 Class B Shares held by the Sponsor; (iv) 400,000 shares of Presidio Class A Common Stock issuable upon the conversion of 400,000 Class A Shares that were sold to the Sponsor as part of the private placement units; (v) 133,333 shares of Presidio Class A Common Stock issuable upon the exercise of 133,333 Presidio private placement warrants; (vi) 262,500 shares of Presidio Class A Common Stock issuable upon the conversion of 262,500 Class A Shares that were sold to BTIG as part of the private placement units; (vii) 87,500 shares of Presidio Class A Common Stock issuable upon the exercise of 87,500 Presidio private placement warrants that were sold to BTIG as party of the private placement units; (viii) 7,036,876 shares of Presidio Class A Common Stock that are either issuable to or underly Presidio Interests held by the PIH Rollover Holders; (ix) 3,422,260 shares of Presidio Class A Common Stock issuable to EQVR Intermediate pursuant to the EQVR Acquisition; (x) 160,000 shares of Presidio Class A Common Stock issuable upon the conversion of 160,000 Class A Shares held by EQV’s non-employee directors; (xi) 8,750,000 shares of Presidio Class A Common Stock issuable to the PIPE Investors; (xii) 937,500 shares of Presidio Class A Common Stock issuable upon the exercise of Preferred Investor Warrants; and (xiii) up to 125,000 Preferred Shares issuable to the Preferred Investors. For further details, see the section of this proxy statement/prospectus entitled “Beneficial Ownership of Securities.”

The aggregate number of shares of Presidio Common Stock that Presidio will issue in connection with the Business Combination and EQVR Acquisition will exceed 20% of both the voting power and the shares of Presidio Common Stock outstanding before such issuance. Additionally, the Sponsor and Jerry Silvey, who is the Chief Executive Officer and a director of EQV and who will be a director of Presidio, will each be receiving, directly and indirectly, respectively, shares of Presidio Class A Common Stock in amounts exceeding 1% of the number of Ordinary Shares outstanding before the issuances. For these reasons, EQV is seeking the approval of EQV shareholders for these issuances of shares of Presidio Common Stock in connection with the Business Combination, the EQVR Acquisition,

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the PIPE Financing and the Preferred Financing and for any other issuances of preferred stock, common stock and securities convertible into or exercisable for Ordinary Shares pursuant to subscription, purchase or similar agreements EQV may enter into prior to Closing.

Vote Required for Approval

The Stock Issuance Proposal is an ordinary resolution, and approval requires the affirmative vote of a majority of the votes cast by EQV shareholders present virtually or by proxy and entitled to vote at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal.

The Stock Issuance Proposal is conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if any of the Condition Precedent Proposals is not approved, the Stock Issuance Proposal will have no effect, even if approved by the requisite holders of Ordinary Shares.

As of the date of this proxy statement/prospectus, the Sponsor and the Insiders have agreed to vote the Ordinary Shares owned by them in favor of the Stock Issuance Proposal. As of the Record Date, the Sponsor and the Insiders own 20.9% of the issued and outstanding Ordinary Shares. Except as otherwise disclosed under “Beneficial Ownership of Securities” in this proxy statement/prospectus, EQV’s officers and directors do not hold any public shares, but may purchase public shares at any time, subject to compliance with law and EQV’s trading policies. As a result, in addition to approval by the Sponsor, approval of the Stock Issuance Proposal will require the affirmative vote of at least 12,976,251 Ordinary Shares held by public shareholders (or approximately 29.1% of the public shares) if all Ordinary Shares are represented at the extraordinary general meeting and cast votes, and no affirmative vote of any holder of public shares will be required if only such shares as are required to establish a quorum are represented at the extraordinary general meeting and cast votes.

Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that, for the purposes of complying with the applicable provisions of Section 312.03 of the NYSE Listed Company Manual, the issuances of (i) shares of common stock of Presidio PubCo Inc. (“Presidio Common Stock”) in connection with the Business Combination, the EQVR Acquisition, the PIPE Financing and the Preferred Financing (as such terms are defined in the proxy statement/prospectus); and (ii) any other issuances of preferred stock, common stock and securities convertible into or exercisable for common stock pursuant to subscription, purchase or similar agreements that EQV has entered, or may enter, into prior to the Closing of the Business Combination, be approved in all respects.”

Recommendation of the EQV Board

The EQV Board believes that the Stock Issuance Proposal to be presented at the extraordinary general meeting is in the best interests of EQV.

THE EQV BOARD UNANIMOUSLY RECOMMEND THAT EQV SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE STOCK ISSUANCE PROPOSAL.

The existence of financial and personal interests of one or more of EQV’s directors may result in a conflict of interest on the part of such director(s) between what such director may believe is in the best interests of EQV and its shareholders and what such director may believe is best for themselves in determining to recommend that shareholders vote for the proposals. The Sponsor and EQV’s officers also have interests in the Business Combination that may be different from, or in addition to, your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for a further discussion of these considerations.

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INCENTIVE PLAN PROPOSAL

Overview

At the extraordinary general meeting, holders of Ordinary Shares will be asked to approve the Incentive Plan, the form of which is attached hereto as Annex P. On January 23, 2026, the EQV Board approved the Incentive Plan. The Incentive Plan will become effective, if at all, as of and upon Closing, and subject to approval by EQV shareholders. The EQV Board believes that it is important that the Incentive Plan be approved in order to maintain Presidio’s ability to attract and retain key personnel, continue to provide them with strong incentives to contribute to Presidio’s future success and to further align their interests with shareholder interests. If the Incentive Plan is not approved by the EQV shareholders, or if the Business Combination Agreement is terminated prior to the consummation of the Business Combination, the Incentive Plan will not become effective.

Neither PIH nor EQV currently maintains any equity incentive plans.

The Incentive Plan is described in more detail below.

The Incentive Plan

The purpose of the Incentive Plan is to enhance our ability to attract, retain and motivate persons who make (or are expected to make) important contributions to Presidio by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Equity awards and equity-linked compensatory opportunities align the interests of officers, non-employee directors, employees and consultants with those of Presidio’s stockholders by giving such individuals the perspective of an owner with an equity or equity-linked stake in Presidio and providing a means of recognizing their contributions to our success. The EQV Board believes that equity awards are necessary for Presidio to remain competitive in its industry and are essential to recruiting and retaining highly qualified employees.

Requested Share Authorization

The Incentive Plan authorizes Presidio’s Committee (for purposes of this summary, the term “Committee” will refer to either such duly appointed committee or the board of directors of Presidio) to provide incentive compensation in the form of stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), other stock awards and cash awards. We initially will be authorized to issue up to 10% of the fully diluted, and as converted, outstanding Presidio Class A Common Stock immediately following consummation of the Business Combination under the Incentive Plan, subject to the adjustment provisions in the Incentive Plan (as described below). The market price per share of the shares of Presidio Class A Common Stock was $10.51 (based on the January 8, 2026 Closing Price).

Summary of the Incentive Plan

This section summarizes certain principal features of the Incentive Plan. The summary is qualified in its entirety by reference to the complete text of the Incentive Plan, the form of which is attached as Annex P to this proxy statement/prospectus. We urge our shareholders to carefully read the entire Incentive Plan before voting on this proposal.

General

The purpose of the Incentive Plan is to advance the interests of Presidio and its stockholders by providing an incentive program that will enable Presidio to attract, retain and motivate officers, employees, consultants and non-employee directors and to provide them with an equity interest in the performance of Presidio. These incentives are provided through the grant of stock options, SARs, restricted stock, RSUs, other stock awards and cash awards.

Authorized Shares

Subject to the adjustment provisions in the Incentive Plan, the initial maximum aggregate number of shares authorized for issuance under the Incentive Plan is equal to 10% of the fully diluted, and as converted, outstanding Presidio Class A Common Stock immediately following consummation of the Business Combination, and such shares will consist of authorized but unissued shares or treasury shares. We refer to the aggregate number of shares available for awards under the Incentive Plan as the “share reserve.” The aggregate number of shares that may be issued pursuant

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to awards will increase annually on January 1 of each calendar year (commencing with the first January 1 following the Closing Date and ending on and including the January 1 immediately following the ninth anniversary of the Closing Date), with such annual increase equal to 5% of the total number of shares issued and outstanding on the last day of the preceding fiscal year. The share reserve is subject to adjustment by the Committee in the event of certain changes in our corporate structure, as described below.

Share Counting

Each share made subject to an award will reduce the number of shares remaining available for grant under the Incentive Plan by one share. Shares will not be treated as having been issued under the Incentive Plan and will therefore not reduce the number of shares available for issuance to the extent such shares are (i) tendered in payment of a stock option (including, for the avoidance of doubt, shares tendered by a participant or withheld by us as payment of the exercise price of a stock option), (ii) delivered or withheld in satisfaction of tax withholding obligations, (iii) subject to an award that expires or is exchanged, surrendered, forfeited or is cancelled, or are shares not issued with respect to an award that is terminated without issuance of the full number of shares to which the award related, or (iv) subject to an award under the Incentive Plan settled in cash (in whole or in part). The payment of dividend equivalents in cash in conjunction with any outstanding award will not reduce the share reserve. No share may again be optioned, granted or awarded if such action would cause an incentive stock option to fail to qualify as an incentive stock option under Section 422 of the Code.

Adjustments for Capital Structure Changes

In the event of any change in shares of Presidio Class A Common Stock through merger, consolidation, reorganization, recapitalization, reclassification, stock dividend, extraordinary cash dividend, stock split, reverse stock split, spin-off, combination of shares, or other corporate event or transaction or other change affecting the common stock, or if Presidio makes a distribution to its stockholders in a form other than common stock (excluding regular cash dividends), the Committee will make appropriate and equitable adjustments to (i) the number and kind of shares authorized under the Incentive Plan, (ii) the number and kind of shares subject to outstanding awards, (iii) the exercise, base or purchase price or other value determinations of outstanding awards, and/or (iv) any other terms of an award that are affected by the event. Any such adjustments will, to the extent necessary to avoid additional taxes, be made in a manner consistent with the requirements of Section 409A of the Code and, in the case of incentive stock options, to the extent practicable, in a manner consistent with the requirements of Section 424(a) of the Code.

Nonemployee Director Award Limits

The aggregate grant date fair value (determined as of the date of grant) of all awards granted under the Incentive Plan to any non-employee director during each calendar year, taken together with any cash compensation paid to such non-employee director for service as a non-employee director during such calendar year, will not exceed $500,000. The independent members of the board of directors of Presidio may make exceptions to this limit for a non-executive chair of the board or for an initial award granted to a non-employee director following his or her appointment to the board, provided, that, the non-employee director receiving such additional compensation may not participate in the decision to award such compensation.

Administration

The Incentive Plan generally will be administered by the Committee, although the board of directors of Presidio retains the right to administer the Incentive Plan directly. The Committee may delegate to one or more of Presidio’s officers the authority to grant and determine the terms and conditions of awards granted under the Incentive Plan, subject to the requirements of Section 157(c) of the Delaware General Corporation Law (or any successor provision) and award guidelines established by the Committee. In no event will such delegation of authority be permitted with respect to awards granted to any member of the board of directors of Presidio or any eligible person who is subject to Rule 16b-3 of the Exchange Act. Subject to the provisions of the Incentive Plan, the Committee has the power and discretion necessary or appropriate to administer the Incentive Plan, with such powers including, but not limited to, the power to (i) determine the eligible persons to whom awards are granted, (ii) prescribe the restrictions, terms, and conditions of all awards, (iii) interpret the Incentive Plan and the terms of the awards, (iv) adopt rules for the administration, interpretation and application of the Incentive Plan as are consistent therewith, and interpret, amend

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or revoke any such rules, (v) make determinations regarding a participant’s termination of employment or service for purposes of an award, (vi) correct any defect(s) or omission(s) or reconcile any ambiguity(ies) or inconsistency(ies) in the Incentive Plan or award thereunder, (vii) make all determinations it deems advisable for administration of the Incentive Plan, (viii) decide all disputes arising in connection with the Incentive Plan and to otherwise supervise the administration of the Plan, (ix) amend the terms of an award in any manner that is not inconsistent with the Incentive Plan, (x) accelerate the vesting, or to the extent applicable, the exercisability of any award at any time and (xi) adopt such procedures, modifications or subplans as are necessary or appropriate to permit participation in the Incentive Plan by eligible persons who are foreign nationals or employed outside of the United States. The Committee’s determinations under the Incentive Plan need not be uniform and may be made by the Committee selectively among participants and eligible persons, whether or not such persons are similarly situated. All interpretations and actions of the Committee will be final and binding on all persons having an interest in the Incentive Plan or any award.

All awards granted under the Incentive Plan will be evidenced by a written or digitally signed agreement between Presidio and the participant specifying the terms and conditions of the award, consistent with the requirements of the Incentive Plan.

Prohibition of Option and SAR Repricing

The Incentive Plan expressly provides that, subject to the adjustment provisions in the Incentive Plan and other than in connection with a change in control (as defined in the Incentive Plan), without the prior approval of Presidio’s stockholders, neither the Committee nor the board of directors of Presidio may take any of the following actions with respect to underwater options or SARs: (i) the cancellation of such outstanding options or SARs in exchange for cash or the grant of a new award with a lower exercise price or base price, (ii) the amendment of such outstanding options or SARs to reduce the exercise price or base price or (iii) any action with respect to a stock option or SAR that would be treated as a “repricing” under the then applicable rules, regulations or listing requirements of the stock exchange on which shares of Presidio Class A Common Stock are listed.

Eligibility

Awards may be granted to officers, employees, non-employee directors or any natural person who is a consultant or other personal service provider of Presidio or of any of its subsidiaries. In its determination of eligible participants, the Committee may consider any and all factors it considers relevant or appropriate, and designation of a participant in any year does not require the Committee to designate that person to receive an award in any other year. Incentive stock options may be granted only to employees who, as of the time of grant, are employees of Presidio or any subsidiary corporation of Presidio. Awards granted under the Incentive Plan are nontransferable except in limited circumstances. Following the Closing, Presidio is expected to have approximately 4 officers, 125 employees and 5 non-employee directors who are natural persons, who may be eligible to receive awards under the Incentive Plan.

Stock Options

The Committee may grant non-statutory stock options, incentive stock options within the meaning of Section 422 of the Code, or any combination of these. Unless otherwise determined by the Committee, and subject to certain limitations set forth in the Incentive Plan, the exercise price of each option may not be less than the fair market value of a share of Presidio Class A Common Stock on the date of grant, provided that an incentive stock option granted to a person who at the time of grant owns stock possessing more than 10% of the total combined voting power of all classes of stock of Presidio or any subsidiary corporation of Presidio must have an exercise price not less than 110% of the fair market value of a share of Presidio Class A Common Stock on the date of the grant.

The Incentive Plan provides that the option exercise price may be paid (i) in cash or cash equivalent acceptable to the Committee or (ii) to the extent permitted by the Committee, (A) by means of a broker-assisted cashless exercise; (B) by tender to Presidio of shares of Presidio Class A Common Stock owned by the participant having a fair market value not less than the exercise price; (C) by reducing the number of shares of Presidio Class A Common Stock otherwise deliverable upon exercise; (D) by such other consideration as approved by the Committee; or (E) by any combination of these.

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The Committee will determine the requirements for vesting and exercisability of a stock option, which may be based on the continued employment or service of the participant with Presidio for a specified time period or upon the attainment of specific performance goals. A stock option may be terminated prior to the end of the term upon termination of employment or service, as determined by the Committee. The maximum term of any stock option granted under the Incentive Plan is ten years, provided that an incentive stock option granted to a person who at the time of grant owns stock possessing more than 10% of the total combined voting power of all classes of stock of Presidio or any subsidiary corporation of Presidio must have a term not exceeding five years.

Stock Appreciation Rights

The Committee may grant SARs under the Incentive Plan. A SAR may be granted on a basis that allows for the exercise of the right by the participant, or that provides for the automatic exercise or payment of the right upon a specified date or event. The base price of each SAR may not be less than the fair market value of a share of Presidio Class A Common Stock on the date of grant.

The Committee will determine the requirements for vesting and exercisability of the SARs, which may be based on the continued employment or service of the participant with Presidio for a specified time period or upon the attainment of specific performance goals. The SARs may be terminated prior to the end of the term (with a maximum term of ten years) upon termination of employment or service, as determined by the Committee.

Upon the exercise of any SAR, the participant is entitled to receive an amount equal to the excess of the fair market value of the underlying shares of Presidio Class A Common Stock as to which the right is exercised over the aggregate base price for such shares. At the Committee’s discretion, payment of this amount upon the exercise of a SAR may be made in cash, shares of Presidio Class A Common Stock, or in a combination of shares of Presidio Class A Common Stock and cash as set forth in the applicable award agreement. The maximum term of any SAR granted under the Incentive Plan is ten years.

Restricted Stock Awards

A restricted stock award is a grant of a specified number of shares of Presidio Class A Common Stock to a participant, for which restrictions will lapse upon the terms that the Committee determines at the time of grant. The Committee will determine the requirements for the lapse of the restrictions for the restricted stock awards, which may be based on the service of the participant for a specified time period or the attainment of one or more performance goals. Participants holding restricted stock awards will have the rights of a stockholder, including the right to vote the shares and to receive all dividends and other distributions with respect thereto, unless the Committee determines otherwise. A participant holding such restricted stock award will have the right to receive dividends on such restricted stock award during such restricted period; provided that the Committee may determine and set forth in a participant’s award agreement the terms of such dividends. Any shares granted under a restricted stock award are nontransferable, except in limited circumstances.

Restricted Stock Units

The Committee may grant RSUs under the Incentive Plan, which represent rights to receive, upon vesting and settlement of the RSUs, shares of Presidio Class A Common Stock or, if determined by the Committee in the award agreement, a cash payment equal to the fair market value thereof, or a combination thereof, at the discretion of the Committee. The Committee will determine the requirements for vesting and payment of the RSUs, which may be based on the service of the participant for a specified time period or the attainment of one or more performance goals. Participants have no rights as a stockholder with respect to RSUs until shares of Presidio Class A Common Stock are issued in settlement of such awards. A participant holding RSUs granted pursuant to the Incentive Plan will have the right to receive dividend equivalent rights with respect to the shares of Presidio Class A Common Stock subject to such RSUs; provided that the Committee may determine and set forth in a participant’s award agreement the terms of such dividend equivalent rights. Unless otherwise provided by the Committee, a participant will forfeit any RSUs which have not vested prior to the participant’s termination of service.

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Performance Awards

The Committee will be authorized to grant performance-based awards that are earned subject to the achievement of set performance goals or criteria. The Committee may adjust performance goals, or the manner of measurement thereof, as it deems appropriate.

Stock Awards

The Committee may grant an award of, or an award that is valued by reference to, Presidio Class A Common Stock in such amounts and subject to such terms and conditions as the Committee determines. A stock award may be granted for past employment or service, in lieu of bonus or other cash compensation, as directors’ compensation or any other valid purpose as determined by the Committee. Such awards may be subject to vesting conditions based on continued performance of service or subject to the attainment of one or more performance goals, with the possibility that awards may be made with no vesting requirements. The Committee may, in connection with any stock award, require the payment of a specified purchase price. Upon the issuance of shares of Presidio Class A Common Stock under a stock award, the participant will have all rights of a stockholder with respect to shares of Presidio Class A Common Stock, including the right to vote and receive dividends and other distributions with respect thereto (which are subject to the same vesting terms as the stock award).

Cash Awards

The Committee may grant a cash award in such amounts and subject to such terms and conditions as the Committee determines. A cash award may be granted for past employment or service, in lieu of bonus or other cash compensation, as directors’ compensation or any other valid purpose as determined by the Committee. The terms and conditions of such cash awards will be determined by the Committee, and such awards may be granted with or without vesting requirements.

Change in Control

If there is a change in control, all outstanding awards will either be (i) continued or assumed by the surviving company or its parent (including conversion into the right to receive securities, cash or a combination of both) or (ii) substituted by the surviving company or its parent for awards (including conversion into the right to receive securities, cash or a combination of both), with substantially similar terms to the outstanding awards (with appropriate adjustments to the type of consideration payable upon settlement, and with appropriate adjustments of performance conditions or deemed achievement of such conditions (A) for any completed performance period, based on actual performance, or (B) for any partial or future performance period, at the greater of the target level or actual performance, unless otherwise provided in an award agreement or an employment agreement).

Only to the extent that outstanding awards are not continued, assumed or substituted upon the occurrence of a change in control, the Committee may, but is not obligated to, make adjustments to the terms and conditions of outstanding awards, including without limitation (i) acceleration of exercisability, vesting and/or payment immediately prior to, upon or following such event, (ii) upon written notice, providing that any outstanding stock option and SARs must be exercised during a period of time immediately prior to such event or other period (contingent upon the consummation of such event), and at the end of such period, such stock options and SARs will terminate to the extent not so exercised, and (iii) cancellation of all or any portion of outstanding awards for fair value (in the form of cash, shares, other property or any combination of such consideration), less any applicable exercise or base price in the case of stock options and SARs or similar awards, which may equal zero if applicable.

Notwithstanding the foregoing, if a participant’s employment or service is terminated upon or within 24 months following a change in control by Presidio without cause (as defined in the Incentive Plan) or upon such other circumstances set forth in the applicable award agreement, the unvested portion (if any) of all outstanding awards held by the participant will immediately vest (and, to the extent applicable, become exercisable) and be paid in full upon such termination, with any performance conditions deemed achieved (i) for any completed performance period, based on actual performance, or (ii) for any partial or future performance period, at the greater of the target level or actual performance, unless otherwise provided in an award agreement or employment agreement.

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Substitution or Assumption of Awards in Connection with an Acquisition

The Committee may grant awards under the Incentive Plan in connection with the acquisition, whether by purchase, merger, consolidation or other corporate transaction, of the business or assets of any corporation or other entity, in substitution for awards previously granted by such corporation or other entity or otherwise. The Committee may also assume any previously granted awards of an employee, director or consultant of another corporation who becomes eligible by reason of a corporate transaction. The terms of the substituted or assumed awards may vary from the terms and conditions otherwise required by the Incentive Plan if the Committee deems it necessary. The substituted or assumed awards will not reduce the total number of shares available for awards under the Incentive Plan, to the extent permitted by applicable law and the listing requirements of the stock exchange on which shares of Presidio Class A Common Stock are listed.

Amendment, Suspension or Termination

The Incentive Plan will continue in effect until its termination by the Committee, provided that no awards may be granted under the Incentive Plan following the tenth anniversary of the Incentive Plan’s effective date, which effective date will be the date on which the Closing occurs, subject to approval by EQV shareholders. No amendment, modification suspension or termination of the Incentive Plan may materially and adversely affect any outstanding award without the consent of the participant, provided that, the board of directors of Presidio has broad authority to amend the Incentive Plan or any award thereunder without the consent of a participant to the extent it deems necessary or desirable in its discretion to comply with any applicable law, regulation or rule, including, but not limited to, Sections 409A and 457A of the Code. Certain amendments or modifications of the Incentive Plan may also be subject to the approval of Presidio’s stockholders as required by the SEC and NYSE rules or applicable law.

Termination of Service for Cause

Under the Incentive Plan, unless an award agreement or employment agreement provides otherwise, if a participant’s employment or service is terminated for cause, or if after termination, the Committee determines that the participant engaged in an act that falls within the definition of Cause, or if after termination the participant engages in conduct that violates any continuing obligation of the participant with respect to Presidio or any of its subsidiaries, Presidio may cancel and/or forfeit any or all of that participant’s outstanding awards. In addition, if the Committee makes the determination above, Presidio may suspend the participant’s right to exercise any stock option or SAR, receive any payment or vest in any award pending a determination of whether the act falls within the definition of cause. If a participant voluntarily terminates employment or service in anticipation of an involuntary termination for cause, that will be deemed a termination for cause.

Right of Recapture

Awards granted under the Incentive Plan may be subject to recoupment in accordance with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding recoupment of erroneously awarded compensation). Presidio has the right to recoup any gain realized by the participant from the exercise, vesting or payment of any award if, within one year (or such longer time specified in an award agreement or other agreement with a participant) after such exercise, vesting or payment, the Committee determines the participant is subject to recoupment pursuant to a compensation recovery, clawback or similar policy.

Summary of U.S. Federal Income Tax Consequences

The following is only a general summary of the effect of current U.S. federal income taxation upon participants and Presidio with respect to awards under the Incentive Plan. It does not purport to be complete and does not discuss the impact of employment or other tax requirements, the tax consequences of a participant’s death, or the provisions of the income tax laws of any municipality, state, or foreign country in which the participant may reside. Therefore, no one should rely on this summary for individual tax compliance, planning or decisions. Participants in the Incentive Plan should consult their own professional tax advisors concerning tax aspects of rights under the Incentive Plan. Nothing in this proxy statement/prospectus is written or intended to be used, and cannot be used, for the purposes of avoiding taxpayer penalties. This summary is based on the federal tax laws in effect as of the date of this proxy statement/prospectus. Changes to these laws could alter the tax consequences described below.

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Incentive Stock Options

An optionee recognizes no taxable income for regular income tax purposes as a result of the grant or exercise of an incentive stock option qualifying under Section 422 of the Code. Optionees who neither dispose of their shares within two years following the date the option was granted nor within one year following the exercise of the option normally will recognize a capital gain or loss equal to the difference, if any, between the sale price and the purchase price of the shares. If an optionee satisfies such holding periods upon a sale of the shares, Presidio will not be entitled to any deduction for federal income tax purposes. If an optionee disposes of shares within two years after the date of grant or within one year after the date of exercise (a “disqualifying disposition”), the difference between the fair market value of the shares on the exercise date and the option exercise price (not to exceed the gain realized on the sale if the disposition is a transaction with respect to which a loss, if sustained, would be recognized) will be taxed as ordinary income at the time of disposition. Any gain in excess of that amount will be a capital gain. If a loss is recognized, there will be no ordinary income, and such loss will be a capital loss. Any ordinary income recognized by the optionee upon the disqualifying disposition of the shares generally should be deductible by Presidio for federal income tax purposes, except to the extent such deduction is limited by applicable provisions of the Code.

The difference between the option exercise price and the fair market value of the shares on the exercise date is treated as an adjustment in computing the optionee’s alternative minimum taxable income and may be subject to an alternative minimum tax which is paid if such tax exceeds the regular tax for the year. Special rules may apply with respect to certain subsequent sales of the shares in a disqualifying disposition, certain basis adjustments for purposes of computing the alternative minimum taxable income on a subsequent sale of the shares and certain tax credits which may arise with respect to optionees subject to the alternative minimum tax.

Nonqualified Stock Options

Options not designated or qualifying as incentive stock options will be nonqualified stock options having no special tax status. An optionee generally recognizes no taxable income as the result of the grant of such an option. Upon exercise of a nonqualified stock option, the optionee normally recognizes ordinary income equal to the amount by which the fair market value of the shares on such date exceeds the exercise price, and Presidio will be allowed a corresponding federal income tax deduction at that time, except to the extent such deduction is limited by applicable provisions of the Code. If the optionee is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of shares acquired by the exercise of a nonqualified stock option, any gain or loss, based on the difference between the sale price and the fair market value on the exercise date, will be taxed as capital gain or loss.

Stock Appreciation Rights

In general, no taxable income is reportable when SARs are granted to a participant. Upon exercise, the participant will recognize ordinary income in an amount equal to the fair market value of any cash or shares received, and Presidio will be allowed a corresponding federal income tax deduction at that time, except to the extent such deduction is limited by applicable provisions of the Code. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Any additional gain or loss recognized upon any later disposition of the shares would be capital gain or loss.

Restricted Stock Awards

A participant acquiring restricted stock generally will recognize ordinary income equal to the fair market value of the shares on the vesting date, and Presidio will be allowed a corresponding federal income tax deduction at that time, except to the extent such deduction is limited by applicable provisions of the Code. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. The participant may elect, pursuant to Section 83(b) of the Code, to accelerate the ordinary income tax event to the date of grant by filing an election with the IRS no later than 30 days after the date the shares are granted.

Upon the sale of shares acquired pursuant to a restricted stock award, any gain or loss, based on the difference between the sale price and the fair market value on the date the ordinary income tax event occurs, will be taxed as capital gain or loss.

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Restricted Stock Unit Awards

There are no immediate tax consequences of receiving an award of RSUs. A participant who is awarded RSUs will be required to recognize ordinary income in an amount equal to the fair market value of shares issued to such participant at the end of the applicable vesting period or, if later, the settlement date elected by the Committee or a participant. Presidio will be allowed a corresponding federal income tax deduction at that time, except to the extent such deduction is limited by applicable provisions of the Code. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Any additional gain or loss recognized upon any later disposition of any shares received would be capital gain or loss.

Stock-Based Awards

The tax consequences associated with any other stock-based award of unrestricted shares or an award that is valued by reference to shares granted under the Incentive Plan will vary depending on the specific terms of the award. A participant acquiring unrestricted shares generally will recognize ordinary income equal to the fair market value of the shares on the grant date. The factors that will determine the timing and character of the income include whether or not the award has a readily ascertainable fair market value, whether or not the award is subject to forfeiture provisions or restrictions on transfer, the nature of the property to be received by the participant under the award and the participant’s holding period and tax basis for the award or underlying the common stock.

Section 409A

Section 409A of the Code provides certain requirements for non-qualified deferred compensation arrangements with respect to an individual’s deferral and distribution elections and permissible distribution events. It is intended that the Incentive Plan and all awards comply with, or be exempt from, the requirements of Section 409A. If an award is subject to and fails to satisfy the requirements of Section 409A, the recipient of that award may recognize ordinary income on the amounts deferred under the award, to the extent vested, which may be prior to when the compensation is actually or constructively received. Also, if an award that is subject to Section 409A fails to comply with Section 409A’s provisions, Section 409A imposes an additional 20% federal income tax on compensation recognized as ordinary income, as well as interest on such deferred compensation.

New Incentive Plan Benefits

Named executive officers and other team members and directors of Presidio or its subsidiaries may receive grants of equity awards following the date of this proxy statement/prospectus; however, the benefits or amounts that may be received or allocated to such participants under the Incentive Plan are not currently determinable.

Interests of Certain Persons in this Proposal

EQV’s directors and officers may be considered to have an interest in the approval of the Incentive Plan because they may in the future receive awards under the Incentive Plan (but are not currently expected to do so). Nevertheless, the EQV Board believes that it is important to provide incentives and rewards for superior performance and the retention of officers and experienced directors by adopting the Incentive Plan.

Vote Required for Approval

If the Business Combination Proposal is not approved, the Incentive Plan Proposal will not be presented at the Special Meeting. The approval of the Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by the holders of Class A Shares and Class B Shares, voting as a single class, present virtually or represented by proxy at the Special Meeting. Failure to submit a proxy or to vote virtually at the Special Meeting, abstentions, and broker non-votes will have no effect on the Incentive Plan Proposal.

The Business Combination is conditioned upon the approval of the Incentive Plan Proposal, subject to the terms of the Business Combination Agreement. Notwithstanding the approval of the Incentive Plan Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Incentive Plan Proposal will not be effected.

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Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that, upon the Closing, the Presidio Production Company 2026 Equity Incentive Plan (the “Incentive Plan”), the form of which is attached to the proxy statement/prospectus as Annex P, be adopted and approved (the “Incentive Plan Proposal”).”

Recommendation of the Board of Directors

THE EQV BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE INCENTIVE PLAN PROPOSAL.

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ADJOURNMENT PROPOSAL

Overview

The Adjournment Proposal allows the EQV Board to submit a proposal to approve, by ordinary resolution, the adjournment of the extraordinary general meeting to a later date or dates: (i) to the extent necessary to ensure that any required supplement or amendment to the proxy statement/prospectus is provided to EQV shareholders or, if as of the time for which the extraordinary general meeting is scheduled, there are insufficient Ordinary Shares represented (either virtually or by proxy) to constitute a quorum necessary to conduct business at the extraordinary general meeting, (ii) in order to solicit additional proxies from EQV shareholders in favor of one or more of the proposals at the extraordinary general meeting or (iii) if EQV shareholders have elected to redeem an amount of public shares in the IPO such that the condition to consummation of the Business Combination that Available Cash at Closing equals no less than $140,197,687 after deducting any amounts paid to EQV shareholders that exercise their redemption rights in connection with the Business Combination would not be satisfied.

The purpose of the Adjournment Proposal is to permit further solicitation of proxies and votes and to provide additional time for the Sponsor, EQV and their members and shareholders, respectively, to make purchases of Ordinary Shares or other arrangements that would increase the likelihood of obtaining a favorable vote on the proposals to be put to the extraordinary general meeting, or otherwise increase the likelihood of closing the Business Combination.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is presented to the extraordinary general meeting, the Adjournment Proposal will be the first and only proposal voted on and the Condition Precedent Proposals will not be submitted to the shareholders for a vote. If the Adjournment Proposal is not approved by the EQV shareholders, the EQV Board may not be able to adjourn the extraordinary general meeting to a later date (i) to ensure that any required supplement or amendment to the proxy statement/prospectus is provided to EQV shareholders or, if as of the time for which the extraordinary general meeting is scheduled, there are insufficient Ordinary Shares represented (either virtually or by proxy) to constitute a quorum necessary to conduct business at the extraordinary general meeting, (ii) in order to solicit additional proxies from EQV shareholders in favor of one or more of the proposals at the extraordinary general meeting or (iii) if EQV shareholders have elected to redeem an amount of public shares in the IPO such that the condition to consummation of the Business Combination that Available Cash at Closing equals no less than $140,197,687 after deducting any amounts paid to EQV shareholders that exercise their redemption rights in connection with the Business Combination would not be satisfied.

Vote Required for Approval

The approval of the Adjournment Proposal, if presented to the extraordinary general meeting, requires an ordinary resolution, being the affirmative vote of the holders of at least a majority of the votes cast by the holders of the Ordinary Shares who, being present virtually or by proxy and entitled to vote at the extraordinary general meeting, vote in favor of the Adjournment Proposal at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal.

The Adjournment Proposal is not conditioned on the approval of any other proposal.

As of the date of this proxy statement/prospectus, the Sponsor and the Insiders have agreed to vote the Ordinary Shares owned by them in favor of the Adjournment Proposal. As of the Record Date, the Sponsor and the Insiders own 20.9% of the issued and outstanding Ordinary Shares. Except as otherwise disclosed under “Beneficial Ownership of Securities” in this proxy statement/prospectus, EQV’s officers and directors do not hold any public shares, but may purchase public shares at any time, subject to compliance with law and EQV’s trading policies. As a result, in addition to approval by the Sponsor, approval of the Adjournment Proposal will require the affirmative vote of at least 12,976,251 Ordinary Shares held by public shareholders (or approximately 29.1% of the public shares) if all Ordinary Shares are represented at the extraordinary general meeting and cast votes, and no affirmative vote of any holder of public shares will be required if only such shares as are required to establish a quorum are represented at the extraordinary general meeting and cast votes.

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Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that the extraordinary general meeting be adjourned to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to the proxy statement/prospectus is provided to EQV shareholders or, if as of the time for which the extraordinary general meeting is scheduled, there are insufficient Ordinary Shares represented (either virtually or by proxy) to constitute a quorum necessary to conduct business at the extraordinary general meeting, (ii) in order to solicit additional proxies from EQV shareholders in favor of one or more of the proposals at the extraordinary general meeting or (iii) if EQV shareholders have elected to redeem an amount of public shares in the IPO such that the condition to consummation of the Business Combination that Available Cash (as defined in the Business Combination Agreement) at Closing equal no less than $140,197,687 after deducting any amounts paid to EQV shareholders that exercise their redemption rights in connection with the Business Combination would not be satisfied (such condition to the consummation of the Business Combination, the “Minimum Available Cash Condition”) (the “Adjournment Proposal”).”

Recommendation of the EQV Board

The EQV Board believes that the Adjournment Proposal if presented at the extraordinary general meeting is in the best interests of EQV.

THE EQV BOARD UNANIMOUSLY RECOMMENDS THAT EQV SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

The existence of financial and personal interests of one or more of EQV’s directors may result in a conflict of interest on such directors(s) between what such director may believe is in the best interests of EQV and its shareholders and what such director may believe is best for themselves in determining to recommend that shareholders vote for the proposals. The Sponsor and EQV’s officers also have interests in the Business Combination that may be different from, or in addition to, your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for a further discussion of these considerations.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a discussion of material U.S. federal income tax considerations for public stockholders and holders of Class A Shares and EQV warrants related to (i) the Domestication, (ii) exercise of redemption rights, (iii) the Business Combination, and (iv) the ownership and disposition of Presidio Class A Common Stock and Presidio warrants after the Business Combination.

This discussion is limited to certain U.S. federal income tax considerations to beneficial owners of Class A Shares, EQV warrants, Presidio Class A Common Stock or Presidio warrants who hold the Class A Shares, EQV warrants, Presidio Class A Common Stock or Presidio warrants as a capital asset within the meaning of Section 1221 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). For purposes of this discussion, because any unit consisting of one Class A Share and one-third of an EQV warrant is separable at the option of the holder, EQV is treating any Class A Share and one-third of an EQV warrant held by such holder in the form of a single unit as separate instruments and is assuming that the unit itself will not be treated as an integrated instrument. Accordingly, the separation of a unit of EQV in connection with the consummation of the Business Combination generally should not be a taxable event for U.S. federal income tax purposes. This position is not free from doubt, and no assurance can be given that the U.S. Internal Revenue Service (the “IRS”) would not assert, or that a court would not sustain, a contrary position.

Holders are urged to consult their tax advisors concerning the U.S. federal, state, local and any non-U.S. tax consequences of the transactions contemplated by the Business Combination (including any exercise of EQV Holdings redemption rights) with respect to any Class A Share and EQV warrant held through a unit of EQV (including alternative characterizations of a unit of EQV). This discussion assumes that the Class A Shares and EQV warrants trade separately. This discussion is a summary only and does not consider all aspects of U.S. federal income taxation that may be relevant to certain types of holders of Class A Shares, EQV warrants, Presidio Class A Common Stock or Presidio warrants, including, but not limited to:

•        our sponsor, founders, officers or directors;

•        holders of Presidio Preferred Stock;

•        banks, financial institutions or financial services entities;

•        broker-dealers;

•        taxpayers that are subject to the mark-to-market accounting rules;

•        tax-exempt entities;

•        S-corporations;

•        governments or agencies or instrumentalities thereof;

•        insurance companies;

•        regulated investment companies;

•        real estate investment trusts;

•        expatriates or former long-term residents of the United States;

•        persons that actually or constructively own five percent or more of Class A Shares or Presidio Class A Common Stock by vote or value (except as otherwise discussed below);

•        persons that acquired Class A Shares or EQV warrants pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation or in connection with services;

•        persons that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction;

•        investors subject to anti-inversion, base erosion or anti-abuse rules;

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•        investors subject to the alternative minimum tax;

•        persons that are subject to the “applicable financial statement” accounting rules under Section 451 of the Code;

•        passive foreign investment companies;

•        controlled foreign corporations; or

•        U.S. Holders (as defined below) whose functional currency is not the U.S. dollar.

This discussion is based on current U.S. federal income tax law as in effect on the date hereof, which is subject to change, possibly on a retroactive basis, which may affect the U.S. federal income tax consequences described herein. Furthermore, this discussion does not address any aspect of U.S. federal non-income tax laws, such as gift, estate or Medicare contribution tax laws, or state, local or non-U.S. tax laws. In addition, this discussion does not address any tax consequences to investors that directly or indirectly hold equity interests in PIH or EQVR prior to the Business Combination, including holders of Class A Shares or EQV warrants that also hold, directly or indirectly, equity interests in PIH or EQVR. With respect to the consequences of holding Presidio Class A Common Stock and Presidio warrants, this discussion is limited to holders that acquire such Presidio Class A Common Stock in connection with the Domestication, the Business Combination or as a result of the exercise of a Presidio warrant, and holders that acquire such Presidio warrants in connection with the Domestication or the Business Combination.

EQV, Presidio, EQVR, EQVR shareholders and PIH have not sought, nor will seek, a ruling from the IRS as to any U.S. federal income tax consideration described herein. The IRS may disagree with the discussion herein, and the determination by the IRS may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion.

This discussion does not consider the U.S. federal income tax treatment of partnerships or other pass-through entities or persons that hold Class A Shares, EQV warrants, Presidio Class A Common Stock or Presidio warrants through such entities. If a partnership (including for this purpose any other entity or arrangement classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of Class A Shares or EQV warrants, or Presidio Class A Common Stock and Presidio warrants, the U.S. federal income tax treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partner and the partnership. If you are a partner of a partnership holding Class A Shares or EQV warrants, or that will hold Presidio Class A Common Stock and Presidio warrants, we urge you to consult your tax advisor.

THE FOLLOWING IS FOR INFORMATIONAL PURPOSES ONLY. EACH HOLDER SHOULD CONSULT ITS TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF THE DOMESTICATION, AN EXERCISE OF REDEMPTION RIGHTS, THE BUSINESS COMBINATION AND OWNERSHIP AND DISPOSITION OF PRESIDIO Class A cOMMON STOCK and PRESIDIO Warrants, INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX LAWS.

U.S. Holders

This section applies to you if you are a “U.S. Holder”. A U.S. Holder is a beneficial owner of Class A Shares or EQV warrants, or Presidio Class A Common Stock or Presidio warrants, that is, for U.S. federal income tax purposes: (i) an individual citizen or resident of the United States; (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia; (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons (as defined in the Code) have the authority to control all substantial decisions of the trust, or (B) it has in effect a valid election to be treated as a United States person (as defined in the Code).

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Effects of the Domestication on U.S. Holders

Subject to the limitations set forth above under “Material U.S. Federal Income Tax Considerations,” the discussion in this section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders — Effects of the Domestication on U.S. Holders” constitutes the opinion of Kirkland & Ellis LLP as to the material U.S. federal income tax consequences of the Domestication to U.S. Holders. Because the Domestication will occur after the redemption, U.S. Holders exercising redemption rights generally should not be subject to the tax consequences of the Domestication with respect to any Class A Shares redeemed in the redemption.

The U.S. federal income tax consequences of the Domestication will depend primarily upon whether the Domestication qualifies as a “reorganization” within the meaning of Section 368 of the Code.

1.      F Reorganization Treatment

A “reorganization” under Section 368(a)(1)(F) of the Code an (“F Reorganization”) is a “mere change in identity, form, or place of organization of one corporation, however effected.” Pursuant to the Domestication, we will change our jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (“New EQV”).

The Domestication should qualify as an F Reorganization. However, due to the absence of direct guidance on the application of Section 368(a)(1)(F) of the Code to a corporation holding only investment-type assets such as EQV, whether the Domestication qualifies as an F Reorganization is not entirely clear. Accordingly, due to the absence of such guidance, it is not possible to predict whether the IRS or a court considering the issue would take a contrary position.

In the case of a transaction, such as the Domestication, that should qualify as an F Reorganization, U.S. Holders of Class A Shares or EQV warrants should not recognize gain or loss for U.S. federal income tax purposes on the Domestication, except as provided below under “— Effects of Section 367(b) of the Code to U.S. Holders” and “— PFIC Considerations,” and the Domestication should be treated for U.S. federal income tax purposes as if EQV (i) transferred all of its assets and liabilities to New EQV in exchange for all of the outstanding Class A Shares of New EQV (the “New Class A Shares”) and warrants of New EQV (the “New EQV Warrants”); and then (ii) distributed New Class A Shares and New EQV Warrants to the holders of Class A Shares and EQV warrants in liquidation of EQV. The taxable year of EQV should be deemed to end on the date of the Domestication.

If the Domestication qualifies as an F Reorganization, subject to the passive foreign investment company (or “PFIC”) rules discussed below: (i) a U.S. Holder’s tax basis in a New Class A Share or New EQV Warrant received in the Domestication should be the same as its tax basis in the Class A Share or EQV warrant surrendered in exchange therefor, increased by any amount included in the income of such U.S. Holder under Section 367(b) of the Code (as discussed below) and (ii) the holding period for the New Class A Share or New EQV Warrant should include such U.S. Holder’s holding period for the Class A Share or EQV warrant surrendered in exchange therefor.

If the Domestication fails to qualify as an F Reorganization, subject to the PFIC rules discussed below, a U.S. Holder may recognize gain or loss with respect to an Class A Share or EQV warrant in an amount equal to the difference, if any, between the fair market value of the corresponding New Class A Share or New EQV Warrant received in the Domestication and the U.S. Holder’s adjusted tax basis in its Class A Share or EQV warrant surrendered in exchange therefor. In such event, such U.S. Holder’s basis in the New Class A Share or New EQV Warrant would be equal to the fair market value of that New Class A Share or New EQV Warrant, respectively, on the date of the Domestication, and such U.S. Holder’s holding period for the New Class A Share Class A or New EQV Warrant would begin on the day following the date of the Domestication.

2.      Effects of Section 367(b) of the Code to U.S. Holders

Section 367(b) of the Code applies to certain transactions involving foreign corporations, including an inbound domestication of a foreign corporation in an F Reorganization. Section 367(b) of the Code imposes U.S. federal income tax on certain U.S. persons in connection with transactions that would otherwise qualify as a “reorganization” within the meaning of Section 368 of the Code. Section 367(b) of the Code will generally apply to U.S. Holders on the date of the Domestication. Because the Domestication will occur after the redemption, U.S. Holders exercising redemption rights will not be subject to the tax consequences of Section 367(b) of the Code as a result of the Domestication with respect to any Class A Shares redeemed in the redemption.

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(a)     U.S. Holders That Hold 10 Percent or More of EQV

A U.S. Holder that on the date of the Domestication beneficially owns (actually or constructively) 10% or more of the total combined voting power of all classes of EQV stock entitled to vote or 10% or more of the total value of all classes of EQV stock (a “U.S. Shareholder”) must include in income as a dividend the “all earnings and profits amount” attributable to the Class A Shares it directly owns, within the meaning of Treasury Regulations under Section 367(b) of the Code. A U.S. Holder’s ownership of EQV warrants will be taken into account in determining whether such U.S. Holder is a U.S. Shareholder. Complex attribution rules apply in determining whether a U.S. Holder is a U.S. Shareholder, and all U.S. Holders are urged to consult their tax advisors with respect to these attribution rules.

A U.S. Shareholder’s “all earnings and profits amount” with respect to its Class A Shares is the net positive earnings and profits of EQV (as determined under Treasury Regulations under Section 367 of the Code) attributable to such Class A Shares (as determined under Treasury Regulations under Section 367 of the Code) but without regard to any gain that would be realized on a sale or exchange of such Class A Shares. Treasury Regulations under Section 367 of the Code provide that all earnings and profits amount attributable to a shareholder’s stock is determined according to the principles of Section 1248 of the Code and the Treasury Regulations thereunder. In general, Section 1248 of the Code and the Treasury Regulations thereunder provide that the amount of earnings and profits attributable to a block of stock (as defined in Treasury Regulations under Section 1248 of the Code) in a foreign corporation is the ratably allocated portion of the foreign corporation’s earnings and profits generated during the period the shareholder held the block of stock.

EQV does not expect to have significant cumulative earnings and profits through the date of the Domestication. If EQV’s cumulative earnings and profits through the date of the Domestication are less than or equal to zero, then a U.S. Shareholder should not be required to include in gross income an “all earnings and profits amount” with respect to its Class A Shares. If EQV’s cumulative net earnings and profits are greater than zero through the date of the Domestication, a U.S. Shareholder would be required to include its “all earnings and profits amount” in income as a deemed dividend under Treasury Regulations under Section 367(b) of the Code as a result of the Domestication. Any such U.S. Shareholder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend pursuant to Section 245A of the Code (commonly referred to as the participation exemption). Such U.S. Shareholders that are corporate shareholders should consult their own tax advisors as to the applicability of the dividends received deduction under Section 245A of the Code in their particular circumstances.

(b)    U.S. Holders That Own Less Than 10 Percent of EQV but own Class A Shares with a Fair Market Value of $50,000 or More

A U.S. Holder that, on the date of the Domestication, beneficially owns (actually and constructively through complex attribution rules discussed above and taking into account the U.S. Holder’s ownership of EQV warrants) Class A Shares with a fair market value of $50,000 or more, but is not a U.S. Shareholder, will recognize gain (but not loss) with respect to the Domestication or, in the alternative, may elect to recognize the “all earnings and profits amount” attributable to such U.S. Holder as described below.

Unless a U.S. Holder makes the election described below, such U.S. Holder generally must recognize gain (but not loss) with respect to New Class A Shares received in the Domestication in an amount equal to the excess of the fair market value of such New Class A Shares over the U.S. Holder’s adjusted tax basis in the Class A Shares deemed surrendered in exchange therefor.

In lieu of recognizing any gain as described in the preceding paragraph, a U.S. Holder may elect to include in income the “all earnings and profits amount” attributable to its Class A Shares under Section 367(b) of the Code and such U.S. Holder that is a corporation may be subject to the participation exemption as described above under “— Effects of Section 367(b) of the Code to U.S. Holders — U.S. Holders That Hold 10 Percent or More of EQV”.

There are, however, strict conditions for making this election. This election must comply with applicable Treasury Regulations and generally must include, among other things:

(i)     a statement that the Domestication is a Section 367(b) exchange (within the meaning of the applicable Treasury Regulations);

(ii)    a complete description of the Domestication;

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(iii)   a description of any stock, securities or other consideration transferred or received in the Domestication;

(iv)   a statement describing the amounts required to be taken into account for U.S. federal income tax purposes;

(v)    a statement that the U.S. Holder is making the election including (A) a copy of the information that the U.S. Holder received from EQV establishing and substantiating the U.S. Holder’s “all earnings and profits amount” with respect to the U.S. Holder’s Class A Shares and (B) a representation that the U.S. Holder has notified EQV (or New EQV) that the U.S. Holder is making the election; and

(vi)   certain other information required to be furnished with the U.S. Holder’s tax return or otherwise furnished pursuant to the Code or the Treasury Regulations.

In addition, the election must be attached by an electing U.S. Holder to such U.S. Holder’s timely filed U.S. federal income tax return for the taxable period in which the Domestication occurs, and the U.S. Holder must send notice of making the election to New EQV no later than the date such tax return is filed. In connection with this election, we intend to provide each U.S. Holder eligible to make such an election with information regarding EQV’s earnings and profits upon written request.

EQV does not expect to have significant cumulative earnings and profits through the date of the Domestication. However, as noted above, if it were determined that EQV had positive earnings and profits through the date of the Domestication, a U.S. Holder that makes the election described herein could have an “all earnings and profits amount” with respect to its Class A Shares, and thus could be required to include that amount in income as a deemed dividend under applicable Treasury Regulations as a result of the Domestication.

EACH U.S. HOLDER IS URGED TO CONSULT ITS TAX ADVISOR REGARDING THE CONSEQUENCES TO IT OF MAKING THE ELECTION DESCRIBED IN THIS SECTION AND THE APPROPRIATE FILING REQUIREMENTS WITH RESPECT TO SUCH ELECTION.

(c)     U.S. Holders that Own Class A Shares with a Fair Market Value of Less Than $50,000

A U.S. Holder that, on the date of the Domestication, beneficially owns (actually and constructively through complex attribution rules discussed above and taking into account the U.S. Holder’s ownership of EQV warrants) Class A Shares with a fair market value less than $50,000 generally should not be required to recognize any gain or loss under Section 367(b) of the Code in connection with the Domestication, and generally should not be required to include any part of the “all earnings and profits amount” in income.

(d)    U.S. Holders of EQV Warrants

Subject to the considerations described above relating to a U.S. Holder’s ownership of EQV warrants being taken into account in determining whether such U.S. Holder is a U.S. Shareholder for purposes of Section 367(b) of the Code, and the considerations described below relating to PFIC considerations, a U.S. Holder of EQV warrants should not be subject to U.S. federal income tax under Section 367(b) of the Code with respect to the exchange of EQV warrants for newly issued New EQV Warrants in the Domestication.

ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE EFFECT OF SECTION 367(b) OF THE CODE TO THEIR PARTICULAR CIRCUMSTANCES.

3.      PFIC Considerations

In addition to the discussion above in “— Effects of Section 367(b) to U.S. Holders,” the redemption and Domestication could be a taxable event to U.S. Holders under the PFIC provisions of the Code.

(a)     Definition of a PFIC

A foreign (i.e., non-U.S.) corporation will be classified as a PFIC for U.S. federal income tax purposes if either (i) at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income or (ii) at least 50% of its assets in a taxable year (ordinarily determined based on fair market value and averaged quarterly over the year), including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value,

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are held for the production of, or produce, passive income. Passive income generally includes, among other things, dividends, interest, rents and royalties and gains from the disposition of passive assets. Cash is generally treated as a passive asset.

(b)    PFIC Status of EQV

Because EQV is a blank check company with no current active business, based upon the composition of its income and assets, and upon a review of its financial statements, EQV believes that it likely will be a PFIC for its prior taxable year which ended on December 31, 2024, and likely will be considered a PFIC for its current taxable year which will end on the date of the Domestication.

(c)     Effects of PFIC Rules on the Redemption and Domestication

Section 1291(f) of the Code requires that, to the extent provided in Treasury Regulations, a U.S. person that disposes of stock of a PFIC recognizes gain notwithstanding any other provision of the Code. No final Treasury Regulations are currently in effect under Section 1291(f) of the Code. However, proposed Treasury Regulations under Section 1291(f) of the Code were promulgated in 1992 with a retroactive effective date. If finalized in their current form, those proposed Treasury Regulations may require gain recognition to U.S. Holders of Class A Shares and EQV warrants upon the redemption or Domestication if (i) EQV were classified as a PFIC at any time during such U.S. Holder’s holding period for such Class A Shares or EQV warrants and (ii) the U.S. Holder had not timely made (a) a QEF Election (as described below) for the first taxable year in which the U.S. Holder owned such Class A Shares or in which EQV was a PFIC, whichever is later, (b) a QEF Election with a purging election or (c) a mark-to-market election (as described below) with respect to such Class A Shares. Generally, neither election is available with respect to the EQV warrants. The tax on any such recognized gain and on any “excess distributions,” would be imposed based on a complex set of computational rules. Excess distributions are generally any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of the Class A Shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for the Class A Shares.

Under these rules:

•        the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the Class A Shares or EQV warrants;

•        the amount of gain or excess distribution allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income;

•        the amount of gain allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder without regard to the U.S. Holder’s other items of income and loss for such year; and

•        an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder with respect to the tax attributable to each such other taxable year of the U.S. Holder.

To the extent the redemption is treated as a sale or exchange for any U.S. Holders of Class A Shares exercising their redemption rights (as discussed in “— Effects to U.S. Holders of Exercising Redemption Rights” below), because EQV believes that it is likely classified as a PFIC, any such U.S. Holders that have not made a timely QEF Election or a mark-to-market election (both as defined and described below) may be subject to taxation (in accordance with the PFIC rules described above) on the redemption to the extent their Class A Shares have a fair market value in excess of their tax basis therein.

In addition, the proposed Treasury Regulations provide coordinating rules with Section 367(b) of the Code, whereby, if the gain recognition rule of the proposed Treasury Regulations under Section 1291(f) of the Code applies to a disposition of PFIC stock that results from a transfer with respect to which Section 367(b) of the Code requires the shareholder to recognize gain or include an amount in income as discussed under “— Effects of Section 367(b) of the Code to U.S. Holders,” the gain realized on the transfer is taxable under the PFIC rules discussed above (rather

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than both the PFIC rules discussed above and Section 367(b)), and the excess, if any, of the amount to be included in income under Section 367(b) of the Code over the gain realized under Section 1291 of the Code is taxable as provided under Section 367(b) of the Code.

It is difficult to predict whether, in what form and with what effective date final Treasury Regulations under Section 1291(f) of the Code will be adopted. Therefore, if EQV is a PFIC, U.S. Holders of Class A Shares that have not made a timely QEF Election, a QEF Election with a purging election or a mark-to-market election (each as defined and described below) and U.S. Holders of EQV warrants may, pursuant to the proposed Treasury Regulations, be subject to taxation on the redemption or Domestication to the extent their Class A Shares or EQV warrants have a fair market value in excess of their tax basis therein.

(d)    QEF Elections and Mark-to-Market Election

The impact of the PFIC rules on a U.S. Holder of Class A Shares would depend on whether the U.S. Holder makes a timely and effective election to treat EQV as a “qualified electing fund” under Section 1295 of the Code for the taxable year that is the first year in the U.S. Holder’s holding period of Class A Shares during which EQV qualified as a PFIC (a “QEF Election”) or whether such U.S. Holder made a QEF Election along with a “purging election”. The QEF Election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A U.S. Holder generally makes a QEF Election by attaching a completed IRS Form 8621 (Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided in a “PFIC Annual Information Statement,” to a timely filed U.S. federal income tax return for the tax year to which the election relates. Retroactive QEF Elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. If applicable, U.S. Holders should consult their tax advisors regarding the availability and tax consequences of a retroactive QEF Election under their particular circumstances. A U.S. Holder’s ability to make a QEF Election with respect to EQV is contingent upon, among other things, the provision by EQV of a “PFIC Annual Information Statement” to such U.S. Holder. Upon written request, we will endeavor to provide to a U.S. Holder such information as the IRS may require, including a PFIC Annual Information Statement, in order to enable the U.S. Holder to make and maintain a QEF Election. There is no assurance, however, that we would timely provide such required information. A U.S. Holder that makes a QEF Election is referred to in this discussion as an “Electing Shareholder” and a U.S. Holder that does not make a QEF Election is referred to in this discussion as a “Non-Electing Shareholder.” A QEF Election is not available with respect to EQV warrants. An Electing Shareholder generally would not be subject to the adverse PFIC rules discussed above with respect to its Class A Shares but rather would include annually in gross income its pro rata share of the ordinary earnings and net capital gain of EQV, whether or not such amounts are actually distributed. As a result, if we were determined to be a PFIC, such a U.S. Holder should not recognize gain or loss as a result of the redemption or Domestication except to the extent described under “— Effects of Section 367(b) of the Code to U.S. Holders.”

As indicated above, if a U.S. Holder of Class A Shares has not made a timely and effective QEF Election with respect to EQV’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Class A Shares, such U.S. Holder generally may nonetheless qualify as an Electing Shareholder by filing on a timely filed U.S. income tax return (including extensions) a QEF Election and a purging election to recognize under the rules of Section 1291 of the Code any gain that it would otherwise recognize if the U.S. Holder sold its Class A Shares for their fair market value on the “qualification date.” The qualification date is the first day of EQV’s tax year in which EQV qualifies as a QEF with respect to such U.S. Holder. The purging election can only be made if such U.S. Holder held Class A Shares on the qualification date. The gain recognized by the purging election will be subject to special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, the U.S. Holder will increase the adjusted tax basis in its Class A Shares by the amount of the gain recognized and will also have a new holding period in the Class A Shares for purposes of the PFIC rules.

The impact of the PFIC rules on a U.S. Holder of Class A Shares may also depend on whether the U.S. Holder has made an election under Section 1296 of the Code. U.S. Holders that hold (actually or constructively) stock of a foreign corporation that is classified as a PFIC may annually elect to mark such stock to its market value if such stock is regularly traded on an established exchange (a “mark-to-market election”). If a mark-to-market election is available and has been made, the U.S. Holder will include as ordinary income each year the excess, if any, of the fair market value of its Class A Shares at the end of its taxable year over the adjusted basis in its Class A Shares. The U.S. Holder also will be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its Class A Shares over the fair market value of its Class A Shares at the end of its taxable year (but only to the extent

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of the net amount of previously included income as a result of the mark-to-market election). The U.S. Holder’s basis in its Class A Shares will be adjusted to reflect any such income or loss amounts and any further gain recognized on a sale or other taxable disposition of the Class A Shares will be treated as ordinary income. Shareholders who hold different blocks of Class A Shares (generally, shares of EQV purchased or acquired on different dates or at different prices) are urged to consult their tax advisors to determine how the above rules apply to them. The mark-to-market election is available only for shares that are regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission, including the New York Stock Exchange (“NYSE”), or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. No assurance can be given that the Class A Shares are considered to be regularly traded for purposes of the mark-to-market election or whether the other requirements of this election are satisfied. If such an election is available and has been made, such U.S. Holders will generally not be subject to the special taxation rules of Section 1291 of the Code discussed herein. However, if the mark-to-market election is made by a U.S. Holder after the beginning of the holding period for the PFIC stock, then the Section 1291 rules will apply to certain dispositions of, distributions on and other amounts taxable with respect to Class A Shares. A mark-to-market election is not available with respect to EQV warrants. U.S. Holders are urged to consult their tax advisors regarding the availability and tax consequences of a mark-to-market election in respect to Class A Shares under their particular circumstances.

THE RULES DEALING WITH PFICS ARE VERY COMPLEX AND ARE IMPACTED BY VARIOUS FACTORS IN ADDITION TO THOSE DESCRIBED ABOVE, INCLUDING THE APPLICATION OF THE RULES ADDRESSING OVERLAPS IN THE PFIC RULES AND THE SECTION 367(b) RULES AND THE RULES RELATING TO CONTROLLED FOREIGN CORPORATIONS. ALL U.S. HOLDERS OF CLASS A SHARES AND EQV WARRANTS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE CONSEQUENCES TO THEM OF THE PFIC RULES, INCLUDING WHETHER A QEF ELECTION (OR A QEF ELECTION ALONG WITH A PURGING ELECTION), A MARK-TO-MARKET ELECTION OR ANY OTHER ELECTION IS AVAILABLE AND WHETHER AND HOW ANY OVERLAP RULES APPLY, AND THE CONSEQUENCES TO THEM OF ANY SUCH ELECTION OR OVERLAP RULE AND THE IMPACT OF ANY PROPOSED OR FINAL PFIC TREASURY REGULATIONS.

Effects to U.S. Holders of Exercising Redemption Rights

Subject to the PFIC rules under “— PFIC Considerations,” the U.S. federal income tax consequences to a U.S. Holder of Class A Shares that exercises its redemption rights to receive cash from the Trust Account in exchange for all or a portion of its Class A Shares will depend on whether the redemption qualifies as a sale of the Class A Shares redeemed under Section 302 of the Code or is treated as a distribution under Section 301 of the Code. If the redemption qualifies as a sale of such U.S. Holder’s Class A Shares redeemed, subject to the PFIC rules under “— PFIC Considerations,” a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between (i) the sum of the amount of cash received, and (ii) the U.S. Holder’s adjusted tax basis in the Class A Shares redeemed. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the Class A Shares redeemed exceeds one year at the time of the redemption. However, it is possible that because of the redemption rights associated with the Class A Shares, the holding period of such shares may not be considered to begin until the date of such redemption (and, thus, it is possible that long-term capital gain or loss treatment may not apply).

The redemption of Class A Shares generally will qualify as a sale of the Class A Shares redeemed if such redemption either (i) is “substantially disproportionate” with respect to the redeeming U.S. Holder, (ii) results in a “complete termination” of such U.S. Holder’s interest in EQV or (iii) is “not essentially equivalent to a dividend” with respect to such U.S. Holder. These tests are explained more fully below.

For purposes of such tests, a U.S. Holder takes into account not only Class A Shares actually owned by such U.S. Holder, but also Class A Shares that are constructively owned by such U.S. Holder. A redeeming U.S. Holder may constructively own, in addition to Class A Shares owned directly, Class A Shares owned by certain related individuals and entities in which such U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any Class A Shares such U.S. Holder has a right to acquire by exercise of an option, which would generally include Class A Shares which could be acquired pursuant to the exercise of EQV warrants.

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The redemption of Class A Shares generally will be “substantially disproportionate” with respect to a redeeming U.S. Holder if the percentage of EQV’s outstanding voting shares that such U.S. Holder actually or constructively owns immediately after the redemption is less than 80 percent of the percentage of EQV’s outstanding voting shares that such U.S. Holder actually or constructively owned immediately before the redemption, and such U.S. Holder immediately after the redemption actually and constructively owned less than 50 percent of the total combined voting power of Class A Shares. There will be a complete termination of such U.S. Holder’s interest if either (i) all of the Class A Shares actually or constructively owned by such U.S. Holder are redeemed or (ii) all of the Class A Shares actually owned by such U.S. Holder are redeemed and such U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of the Class A Shares owned by certain family members and such U.S. Holder does not constructively own any other Class A Shares. The redemption of Class A Shares will not be essentially equivalent to a dividend if it results in a “meaningful reduction” of such U.S. Holder’s proportionate interest in EQV. Whether the redemption will result in a “meaningful reduction” in such U.S. Holder’s proportionate interest will depend on the particular facts and circumstances applicable to it. The IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation that exercises no control over corporate affairs may constitute such a “meaningful reduction.”

If none of the above tests is satisfied, a redemption will be treated as a distribution with respect to the Class A Shares, and a U.S. Holder generally will be required to include in gross income as a dividend the amount of such distribution to the extent such distribution is paid out of EQV’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles).

On the basis that EQV believes that it is likely classified as a PFIC (as discussed above under “— PFIC Considerations”), such dividends will be taxable to an individual U.S. Holder at regular rates and will not be eligible for the reduced rates of taxation on certain dividends received from a “qualified foreign corporation” (moreover, as a Cayman Islands exempted company, EQV should not be a “qualified foreign corporation” for purposes of such dividend treatment). Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in such U.S. Holder’s Class A Shares. Any remaining excess will be treated as gain realized on the sale or other disposition of such U.S. Holder’s Class A Shares. After the application of those rules, any remaining tax basis of the U.S. Holder in the redeemed Class A Shares will be added to the U.S. Holder’s adjusted tax basis in its remaining Class A Shares, or, if it has none, to the U.S. Holder’s adjusted tax basis in EQV warrants or possibly in other shares constructively owned by it.

ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE TAX CONSEQUENCES TO THEM OF A REDEMPTION OF ALL OR A PORTION OF THEIR CLASS A SHARES PURSUANT TO AN EXERCISE OF REDEMPTION RIGHTS.

Tax Consequences of the Merger to Holders of Class A Shares

Subject to the limitations set forth above under “Material U.S. Federal Income Tax Considerations,” the discussion in this section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders — Tax Consequences of the Merger to Holders of Class A Shares” constitutes the opinion of Kirkland & Ellis LLP as to the material U.S. federal income tax consequences of the Business Combination to U.S. Holders that exchange New Class A Shares for Presidio Class A Common Stock pursuant to the Merger. The Business Combination should qualify as a tax-deferred transaction under Section 351 of the Code. However, there is no authority directly on point with respect to a transaction involving the same facts. In addition, neither the obligation of PIH nor the obligation of EQV to complete the Business Combination is conditioned upon the receipt of an opinion from its counsel confirming whether the Business Combination will so qualify. Moreover, none of PIH, EQV, Presidio or their respective affiliates has requested, or intends to request, a ruling from the IRS regarding the U.S. federal income tax treatment of the Business Combination. As such, there can be no assurance that the IRS will not successfully challenge this position or that a court will not agree with the IRS. Any change that is made after the date hereof in any of the foregoing bases for the intended tax treatment, including any inaccuracy of the facts or assumptions relating to the Business Combination, could adversely affect the intended tax treatment.

Subject to the discussion below, if the Business Combination qualifies as a tax-deferred transaction under Section 351 of the Code, no gain or loss would be recognized by the public stockholders that exchange New Class A Shares solely for Presidio Class A Common Stock pursuant to the Merger. Accordingly, the adjusted tax basis of

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the Presidio Class A Common Stock received by such a public stockholder in the Merger would be the same as the adjusted tax basis of the Class A Shares surrendered in exchange therefor. In addition, the holding period of the Presidio Class A Common Stock received in the Merger by such a public stockholder would include the period during which the surrendered Class A Shares were held on the date of the Merger. Every “significant transferor” pursuant to the exchange must include a statement on or with such transferor’s income tax return for the taxable year of the exchange. For this purpose, a significant transferor is generally a person that transferred property to a corporation and received stock of the transferee corporation if, immediately after the exchange, such person (i) owns at least five percent (5%) (by vote or value) of the total outstanding stock of the transferee corporation if the stock owned by such person is publicly traded, or (ii) owned at least one percent (1%) (by vote or value) of the total outstanding stock of the transferee corporation if the stock owned by such person is not publicly traded. It is expected that the Presidio Class A Common Stock will be publicly traded for this purpose.

If the Business Combination does not qualify as a tax-deferred transaction under Section 351 of the Code (and the Merger does not qualify as a tax-deferred reorganization under Section 368(a) of the Code as discussed below under “— Tax Consequences of the Merger to EQV Warrant Holders”), then a U.S. Holder of New Class A Shares that exchanges such common stock solely for Presidio Class A Common Stock pursuant to the Merger would be required to recognize gain or loss equal to the difference, if any, between (i) the fair market value of the Presidio Class A Common Stock received by such U.S. Holder in the Merger and (ii) such U.S. Holder’s adjusted tax basis in the New Class A Shares exchanged. A U.S. Holder would have an aggregate tax basis in any Presidio Class A Common Stock received in the Merger that is equal to the fair market value of such Presidio Class A Common Stock as of the effective date of the Merger, and the holding period of such Presidio Class A Common Stock would begin on the day following the Merger.

Tax Consequences of the Merger to EQV Warrant Holders

Each whole EQV warrant is currently exercisable for one Class A Share, and each New EQV Warrant will be exchanged in the Merger for a Presidio warrant. Each whole Presidio warrant will be exercisable for one unit of Presidio Class A Common Stock following the Business Combination. The tax consequences of the Merger to holders of EQV warrants generally will depend on whether the Merger is a tax-deferred reorganization under Section 368(a) of the Code.

The Parties intend to treat the Merger as a tax-deferred reorganization under Section 368(a) of the Code. There are significant factual and legal uncertainties as to whether the Merger will qualify as a tax-deferred reorganization under Section 368(a) of the Code. For example, under Section 368(a) of the Code, the acquiring corporation must continue, either directly or indirectly through certain controlled corporations, either a significant line of the acquired corporation’s historic business or use a significant portion of the acquired corporation’s historic business assets in a business. However, there is an absence of guidance as to how the provisions of Section 368(a) of the Code apply in the case of an acquisition of a corporation with only investment-type assets, such as EQV, and there are significant factual and legal uncertainties concerning the determination of this continuity of business requirement. Moreover, qualification of the Merger as a tax-deferred reorganization under Section 368(a) of the Code is based on facts that will not be known until or following the closing of the Business Combination (such as the level of redemptions), and the closing of the Business Combination is not conditioned upon the receipt of an opinion of counsel that the Merger will so qualify as a tax-deferred reorganization under Section 368(a) of the Code.

If the Merger qualifies as a tax-deferred reorganization under Section 368(a) of the Code, a holder of New EQV Warrants would not recognize any gain or loss on the exchange of New EQV Warrants for Presidio warrants pursuant to the Merger, and such holder’s basis in the Presidio warrants received would be equal to the holder’s basis in the New EQV Warrants exchanged. In addition, the holding period of the Presidio warrants received in the Merger by such holder would include the period during which the surrendered warrants were held on the date of the Merger.

If the Merger does not qualify as a tax-deferred reorganization under Section 368(a) of the Code, a holder of New EQV Warrants that does not also own New Class A Shares would recognize gain or loss in an amount equal to the difference between the fair market value of the Presidio warrants received and such holder’s tax basis in the warrants exchanged. If the Merger does not so qualify (but the Business Combination qualifies as a tax-deferred transaction under Section 351 of the Code), a holder of New EQV Warrants that also owns New Class A Shares generally would recognize gain, but not loss, equal to the lesser of (i) such stockholder’s “realized gain” from the exchange (generally the excess of the sum of the fair market value of the Presidio Class A Common Stock and Presidio warrants received

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over such holder’s aggregate tax basis in New Class A Shares and New EQV Warrants exchanged therefor), and (ii) the fair market value of the Presidio warrants received. Any such gain would generally be long-term capital gain if the holder’s holding period for New Class A Shares and New EQV Warrants(or just warrants as the case may be) was more than one year at the time of the Merger, and the holder’s holding period in the Presidio warrants would begin on the day following the exchange. In that case, the holder’s tax basis in the Presidio warrants received in the exchange would be equal to the fair market value of such Presidio warrants at the time of the Merger.

Tax Consequences of the Ownership and Disposition of Presidio Class A Common Stock and Presidio Warrants.

1.      Taxation of Distributions

A U.S. Holder of Presidio Class A Common Stock generally will be required to include in gross income as dividends in the year actually or constructively received by the U.S. Holder the amount of any distribution of cash or other property (other than certain distributions of our shares or rights to acquire our shares) paid on Presidio Class A Common Stock to the extent the distribution is paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Dividends paid to a U.S. Holder that is treated as a corporation for U.S. federal income tax purposes generally will qualify for a full or partial dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain holding period requirements are met, dividends paid to a non-corporate U.S. Holder generally will constitute “qualified dividend income” subject to tax at reduced rates applicable to long-term capital gains. Distributions in excess of such earnings and profits generally will be applied against and reduce the U.S. Holder’s basis in its Presidio Class A Common Stock (but not below zero) and, to the extent in excess of such basis, will be treated as gain from the sale or exchange of such Presidio Class A Common Stock (see “— Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock or Presidio Warrants” below).

U.S. Holders should consult their own tax advisors regarding the availability of such lower rate for any dividends paid with respect to Presidio Class A Common Stock.

2.      Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock or Presidio Warrants

A U.S. Holder generally will recognize capital gain or loss on the sale or other taxable disposition of Presidio Class A Common Stock or Presidio warrants. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for such Presidio Class A Common Stock or Presidio warrants exceeds one year. The deductibility of capital losses is subject to certain limitations.

The amount of gain or loss recognized by a U.S. Holder on a sale or other taxable disposition generally will be equal to the difference between (i) the sum of the amount of cash and the fair market value of any property received in such disposition and (ii) the U.S. Holder’s adjusted tax basis in its Presidio Class A Common Stock or Presidio warrants so disposed of. See “— Effects of the Domestication on U.S. Holders” above for discussion of a U.S. Holder’s adjusted tax basis in its Presidio Class A Common Stock and/or Presidio warrants following the Domestication. See “— Exercise or Lapse of a Presidio Warrant” below for a discussion regarding a U.S. Holder’s tax basis in Presidio Class A Common Stock acquired pursuant to the exercise of a Presidio warrant.

3.      Exercise or Lapse of a Presidio Warrant

Except as discussed below with respect to the cashless exercise of a Presidio warrant, a U.S. Holder generally will not recognize gain or loss upon the acquisition of a unit of Presidio Class A Common Stock on the exercise of a Presidio warrant for cash. The U.S. Holder’s tax basis in the share of Presidio Class A Common Stock received upon exercise of a Presidio warrant generally will be an amount equal to the sum of the U.S. Holder’s tax basis in Presidio warrant and the exercise price of such Presidio warrant. It is unclear whether a U.S. Holder’s holding period for the Presidio Class A Common Stock will commence on the date of exercise of the Presidio warrant or the day following the date of exercise of the Presidio warrant; in either case, the holding period will not include the period during which the U.S. Holder held the Presidio warrant. If a Presidio warrant is allowed to lapse unexercised, a U.S. Holder generally will recognize a capital loss equal to such holder’s tax basis in the Presidio warrant. See “— Effects of the Domestication on U.S. Holders” above for a discussion of a U.S. Holder’s adjusted tax basis in its Presidio warrant following the Domestication.

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The tax consequences of a cashless exercise of a Presidio warrant are not clear under current law. A cashless exercise may not be taxable, either because the exercise is not a realization event or because the exercise is treated as a “recapitalization” for U.S. federal income tax purposes. In either situation, a U.S. Holder’s tax basis in the Presidio Class A Common Stock received upon such cashless exercise generally should equal the U.S. Holder’s tax basis in the Presidio warrants so exercised. If the cashless exercise is not a realization event, it is unclear whether a U.S. Holder’s holding period for the Presidio Class A Common Stock will commence on the date of exercise of the Presidio warrant or the day following the date of exercise of the Presidio warrant; in either case, the holding period will not include the period during which the U.S. Holder held the Presidio warrant. If the cashless exercise were treated as a recapitalization, the holding period of the Presidio Class A Common Stock should include the holding period of the Presidio warrants so exercised.

It is also possible that a cashless exercise may be treated in part as a taxable exchange in which gain or loss would be recognized. In such event, a U.S. Holder may be deemed to have surrendered a number of Presidio warrants having a value equal to the exercise price for the total number of Presidio warrants to be exercised. The U.S. Holder would recognize capital gain or loss in an amount equal to the difference between the fair market value of Presidio warrants deemed surrendered and the U.S. Holder’s tax basis in Presidio warrants deemed surrendered. In this case, a U.S. Holder’s tax basis in the Presidio Class A Common Stock received would equal the sum of the U.S. Holder’s tax basis in Presidio warrants exercised and the exercise price of such Presidio warrants. It is unclear whether a U.S. Holder’s holding period for the Presidio Class A Common Stock would commence on the date of exercise of the Presidio warrants or the day following the date of exercise of the Presidio warrant; in either case, the holding period would not include the period during which the U.S. Holder held the Presidio warrants so exercised.

Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise, there can be no assurance which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, a U.S. Holder should consult its own tax advisor regarding the tax consequences of a cashless exercise.

If Presidio redeems Presidio warrants for cash or if Presidio purchases Presidio warrants in an open market transaction, such redemption or purchase generally will be treated as a taxable disposition to the U.S. Holder, taxed as described above under “— Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Shares or Presidio Warrants.”

4.      Constructive Distributions

The terms of each Presidio warrant provide for an adjustment to the number of units of Presidio Class A Common Stock for which the Presidio warrant may be exercised or to the exercise price of the Presidio warrant in certain events. An adjustment which has the effect of preventing dilution generally is not taxable. The U.S. Holders of the Presidio warrants would, however, be treated as receiving a constructive distribution from us if, for example, the adjustment increases the warrant holders’ proportionate interest in our assets or earnings and profits (e.g., through an increase in the number of units of Presidio Class A Common Stock that would be obtained upon exercise or through a decrease to the exercise price). Such constructive distribution would be subject to tax as described under “— Taxation of Distributions” in the same manner as if the U.S. Holders of the Presidio warrants received a cash distribution from us equal to the fair market value of such increased interest. Generally, a U.S. Holder’s adjusted tax basis in its Presidio warrants would be increased to the extent any such constructive distribution is treated as a dividend.

Non-U.S. Holders

This section applies to you if you are a “Non-U.S. Holder.” A Non-U.S. Holder is a beneficial owner of Class A Shares, EQV warrants, Presidio Class A Common Stock or Presidio warrants (other than a partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) who or that is for U.S. federal income tax purposes:

•        a non-resident alien individual (other than certain former citizens and residents of the United States subject to U.S. tax as expatriates);

•        a foreign corporation; or

•        an estate or trust that is not a U.S. Holder;

but generally does not include an individual who is present in the United States for 183 days in the taxable year of disposition. If you are such an individual, you should consult your own tax advisor regarding the U.S. federal income tax consequences of the acquisition, ownership, sale or other disposition of our securities.

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Effects of the Domestication on Non-U.S. Holders

EQV does not expect the Domestication to result in any U.S. federal income tax consequences to Non-U.S. Holders of Class A Shares or EQV warrants unless the Domestication fails to qualify as an F Reorganization (and does not otherwise qualify as a “reorganization” within the meaning of Section 368(a) of the Code) and such Non-U.S. Holder holds its Class A Shares or EQV warrants in connection with the conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base that such Non-U.S. Holder maintains in the United States) or is a nonresident alien individual who is physically present in the United States for at least 183 days during that individual’s taxable year in which the Domestication occurs and meets certain other requirements. If gain is effectively connected with a trade or business of such Non-U.S. Holder in the U.S. (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base that such Non-U.S. Holder maintains in the United States), such gain will be subject to U.S. federal income tax, net of certain deductions, at the same individual or corporate rates applicable to U.S. Holders, and, if the non-U.S. Holder is a corporation, an additional “branch profits tax” may also apply. Non-U.S. Holders will own stock and warrants of a U.S. corporation after the Domestication.

Effects to Non-U.S. Holders of Exercising Redemption Rights

The characterization for U.S. federal income tax purposes of the redemption in connection with a Non-U.S. Holder’s exercise of its redemption rights generally will correspond to the U.S. federal income tax characterization of a redemption with respect to U.S. Holders, as described above under “— Effects to U.S. Holders of Exercising Redemption Rights”. However, notwithstanding such characterization, any redeemed Non-U.S. Holder generally will not be subject to U.S. federal income tax (other than applicable withholding tax described below) on any gain recognized or dividends received as a result of such redemption unless the gain or dividends is effectively connected with such Non-U.S. Holder’s conduct of a trade or business within the United States (and if an income tax treaty applies, is attributable to a U.S. permanent establishment or fixed base maintained by the non-U.S. Holder) in which case, such gain will be subject to U.S. federal income tax, net of certain deductions, at the same individual or corporate rates applicable to U.S. Holders and, if the non-U.S. Holder is a corporation, an additional “branch profits tax” may also apply.

Because it may not be certain at the time a Non-U.S. Holder is redeemed whether such Non-U.S. Holder’s redemption will be treated as a sale of shares or a corporate distribution, and because such determination will depend in part on a Non-U.S. Holder’s particular circumstances, the applicable withholding agent may not be able to determine whether (or to what extent) a Non-U.S. Holder is treated as receiving a dividend for U.S. federal income tax purposes. Therefore, the applicable withholding agent may withhold tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on the gross amount of any consideration paid to a Non-U.S. Holder in redemption of such Non-U.S. Holder’s Class A Shares, unless (i) the applicable withholding agent has established special procedures allowing Non-U.S. Holders to certify that they are exempt from such withholding tax and (ii) such Non-U.S. Holders are able to certify that they meet the requirements of such exemption (e.g., because such Non-U.S. Holders are not treated as receiving a dividend pursuant to the tests under Section 302 of the Code described above under the section entitled “— Effects to U.S. Holders of Exercising Redemption Rights”). However, there can be no assurance that any applicable withholding agent will establish such special certification procedures. If an applicable withholding agent withholds excess amounts from the amount payable to a Non-U.S. Holder, such Non-U.S. Holder generally may obtain a refund of any such excess amounts by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their own tax advisors regarding the application of the foregoing rules in light of their particular facts and circumstances and any applicable procedures or certification requirements.

Tax Consequences of the Merger

Subject to the limitations set forth above under “Material U.S. Federal Income Tax Considerations,” the discussion in this section entitled “Material U.S. Federal Income Tax Considerations — Non-U.S. Holders — Tax Consequences of the Merger” constitutes the opinion of Kirkland & Ellis LLP as to the material U.S. federal income tax consequences of the Merger to Non-U.S. Holders of New Class A Shares that exchange Class A Shares of New EQV for Presidio Class A Common Stock pursuant to the Merger.

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As described above under the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders — Tax Consequences of the Merger to Holders of Class A Shares,” the Business Combination should qualify as a tax-deferred transaction under Section 351 of the Code. However, there is no authority directly on point with respect to a transaction involving the same facts. In addition, neither the obligation of PIH, EQV nor EQVR to complete the Business Combination is conditioned upon the receipt of an opinion from its counsel confirming whether the Business Combination will so qualify.

If the Business Combination transactions qualify as a tax-deferred transaction under Section 351 of the Code, no gain or loss would be recognized by Non-U.S. Holders that exchange New Class A Shares solely for Presidio Class A Common Stock pursuant to the Merger. Otherwise, gain recognition may be required generally as discussed below under the section entitled “Non-U.S. Holders — Tax Consequences of Ownership and Disposition of Presidio Class A Common Stock and Presidio Warrants — Gain on Sale, Taxable Exchange or Other Taxable Disposition of Class A Shares or Presidio Warrants.”

As described above under the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders — Tax Consequences of the Merger to EQV Warrant Holders,” it is intended that the Merger qualifies as a tax-deferred reorganization under Section 368(a) of the Code. However, there is no authority directly on point with respect to a transaction involving the same facts. If the exchange so qualifies, a Non-U.S. Holder would not recognize any gain or loss on the exchange of New EQV Warrants for Presidio warrants. If the exchange does not so qualify, a Non-U.S. Holder generally would recognize gain in the manner described under the section entitled “U.S. Holders — Tax Consequences of the Merger to EQV Warrant Holders,” and the tax consequences with respect to such gain recognition generally would follow those described under the section entitled “Non-U.S. Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition of Common Stock or Warrants.”

Tax Consequences of Ownership and Disposition of Presidio Class A Common Stock and Presidio Warrants

1.      Taxation of Distributions

In general, any distributions made to a Non-U.S. Holder with respect to Presidio Class A Common Stock, to the extent paid out of Presidio’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles), will constitute dividends for U.S. federal income tax purposes and, provided such dividends are not effectively connected with such Non-U.S. Holder’s conduct of a trade or business within the U.S., will be subject to withholding tax from the gross amount of the dividend at a rate of 30%, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E, as applicable). Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. Holder’s adjusted tax basis in its Presidio Class A Common Stock and then, to the extent such distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition of such Presidio Class A Common Stock, which will be treated as described below under “— Gain on Sale, Taxable Exchange or Other Taxable Disposition of Class A Shares or Presidio Warrants.” Dividends paid by Presidio to a Non-U.S. Holder that are effectively connected with such Non-U.S. Holder’s conduct of a trade or business within the U.S. (and if an income tax treaty applies, are attributable to a U.S. permanent establishment or fixed base maintained by the Non-U.S. Holder) will generally not be subject to U.S. withholding tax, provided such Non-U.S. Holder complies with certain certification and disclosure requirements (usually by providing an IRS Form W-8ECI). Instead, such dividends will generally be subject to U.S. federal income tax, net of certain deductions, at the same individual or corporate rates applicable to U.S. Holders, and if the Non-U.S. Holder is a corporation, an additional “branch profits tax” may also apply.

2.      Gain on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock or Presidio Warrants

A Non-U.S. Holder will generally not be subject to U.S. federal income tax on gain realized on a sale or other disposition of Presidio Class A Common Stock or Presidio warrants unless:

•        such Non-U.S. Holder is an individual that was present in the U.S. for 183 days or more in the taxable year of such disposition and certain other requirements are met, in which case any gain realized will generally be subject to a flat 30% U.S. federal income tax (or a lower applicable tax treaty rate);

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•        the gain is effectively connected with a trade or business of such Non-U.S. Holder in the U.S. (and if an income tax treaty applies, is attributable to a U.S. permanent establishment or fixed base maintained by such non-U.S. Holder), in which case such gain will be subject to U.S. federal income tax, net of certain deductions, at the same individual or corporate rates applicable to U.S. Holders, and, if the non-U.S. Holder is a corporation, an additional “branch profits tax” may also apply; or

•        Presidio is or has been a “U.S. real property holding corporation” at any time during the shorter of the five-year period preceding such disposition and such Non-U.S. Holder’s holding period.

If the third bullet above applies to a Non-U.S. Holder, subject to certain exceptions in the case of interests that are regularly traded on an established securities market as described below, gain recognized by such Non-U.S. Holder on the sale, exchange or other disposition of Presidio Class A Common Stock or Presidio warrants will be subject to tax at generally applicable U.S. federal income tax rates. Presidio will be classified as a “U.S. real property holding corporation” if the fair market value of its “U.S. real property interests” equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business, as determined for U.S. federal income tax purposes. We expect Presidio to be classified as a “U.S. real property holding corporation” following the Business Combination. However, such determination is factual and in nature and subject to change and no assurance can be provided as to whether Presidio will be a U.S. real property holding corporation with respect to a Non-U.S. Holder following the Business Combination or at any future time. Further, even if we are or were to become a “U.S. real property holding corporation”, gain arising from the sale or other taxable disposition of Presidio Class A Common Stock by a Non-U.S. Holder will not be subject to U.S. federal income tax if Presidio Class A Common Stock is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market, and such Non-U.S. Holder owned, actually and constructively, 5% or less of Presidio Class A Common Stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the Non-U.S. Holder’s holding period. We expect that the Presidio Class A Common Stock will be regularly traded on an established securities market.

Non-U.S. Holders should consult their tax advisors regarding the U.S. federal income tax consequences to them in respect of any loss recognized on a sale, taxable exchange or other taxable disposition of Presidio Class A Common Stock or Presidio warrants.

3.      Exercise or Lapse of a Presidio Warrant

The U.S. federal income tax treatment of a Non-U.S. Holder’s exercise of a Presidio warrant, or the lapse of a Presidio warrant held by a Non-U.S. Holder, generally will correspond to the U.S. federal income tax treatment of the exercise or lapse of a warrant held by a U.S. Holder, as described above under “— U.S. Holders — Exercise or Lapse of a Presidio Warrant,” although to the extent a cashless exercise results in a taxable exchange, the consequences would be similar to those described above under “— Non. U.S. Holders — Tax Consequences of Ownership and Disposition of Presidio Class A Common Stock and Presidio Warrants — Gain on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock or Presidio Warrants.” If Presidio redeems Presidio warrants for cash or if it purchases Presidio warrants in an open market transaction, such redemption or purchase generally will be treated as a disposition to the Non-U.S. Holder, the consequences of which would be similar to those described above under “— Non. U.S. Holders — Tax Consequences of Ownership and Disposition of Presidio Class A Common Stock and Presidio Warrants — Gain on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock or Presidio Warrants.”

Non-U.S. Holders should consult their tax advisors regarding the U.S. federal income tax consequences to them in respect of any exercise or lapse of a Presidio warrant.

4.      Constructive Distributions

The terms of each Presidio warrant provide for an adjustment to the exercise price of Presidio warrant or an increase in the shares of Presidio Class A Common Stock issuable on exercise in certain circumstances. As described above under “— U.S. Holders — Tax Consequences of Ownership and Disposition of Presidio Class A Common Stock and Presidio warrants — Constructive Distributions,” certain adjustments with respect to Presidio warrants can give rise to a constructive distribution. Any constructive distribution received by a Non-U.S. Holder would be subject to

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U.S. federal income tax (including any applicable withholding) in the same manner as if such Non-U.S. Holder received a cash distribution from Presidio equal to the fair market value of such increased interest. If withholding applies to any constructive distribution received by a Non-U.S. Holder, it is possible that the tax would be withheld from any amount paid to or held on behalf of the Non-U.S. Holder by the applicable withholding agent. The rules governing constructive distributions as a result of certain adjustments with respect to a Presidio warrant are complex, and Non-U.S. Holders are urged to consult their tax advisors on the tax consequences any such constructive distribution with respect to a Presidio warrant.

Information Reporting and Backup Withholding

Dividend payments with respect to our Presidio Class A Common Stock and proceeds from the sale, exchange or redemption of our Presidio Class A Common Stock and Presidio warrants may be subject to information reporting to the IRS and possible United States backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status. A Non-U.S. Holder generally will eliminate the requirement for information reporting and backup withholding by providing certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a holder’s U.S. federal income tax liability, and a holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information.

FATCA Withholding Taxes

Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred to as the “Foreign Account Tax Compliance Act” or “FATCA”) generally impose withholding at a rate of 30% in certain circumstances on dividends in respect of, and (subject to the proposed Treasury Regulations discussed below) gross proceeds from the sale or other disposition of, securities (including Class A Shares, EQV warrants, Presidio Class A Common Stock or Presidio warrants) which are held by or through certain foreign financial institutions (including investment funds), unless any such institution (i) enters into, and complies with, an agreement with the IRS to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution that are owned by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments, or (ii) if required under an intergovernmental agreement between the U.S. and an applicable foreign country, reports such information to its local tax authority, which will exchange such information with the U.S. authorities. An intergovernmental agreement between the U.S. and an applicable foreign country may modify these requirements. Accordingly, the entity through which Class A Shares, EQV warrants, Presidio Class A Common Stock or Presidio warrants are held will affect the determination of whether such withholding is required. Similarly, dividends in respect of, and (subject to the proposed Treasury Regulations discussed below) gross proceeds from the sale or other disposition of, Class A Shares, EQV warrants, Presidio Class A Common Stock or Presidio warrants held by an investor that is a non-financial non-U.S. entity that does not qualify under certain exceptions will generally be subject to withholding at a rate of 30%, unless such entity either (i) certifies to the applicable withholding agent that such entity does not have any “substantial U.S. owners” or (ii) provides certain information regarding the entity’s “substantial U.S. owners,” which will in turn be provided to the U.S. Department of Treasury.

Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends in respect of our securities. While withholding under FATCA generally would also apply to payments of gross proceeds from the sale or other disposition of securities (including Presidio Class A Common Stock or Presidio warrants), proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued. All holders should consult their tax advisors regarding the possible implications of FATCA on their investment in Class A Shares, EQV warrants, Presidio Class A Common Stock or Presidio warrants.

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THE U.S. FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A HOLDER’S PARTICULAR SITUATION. HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE DOMESTICATION, THE EXERCISE OF REDEMPTION RIGHTS, THE BUSINESS COMBINATION, AND THE OWNERSHIP AND DISPOSITION OF PRESIDIO CLASS A COMMON STOCK AND PRESIDIO WARRANTS, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, ESTATE, FOREIGN AND OTHER TAX LAWS AND TAX TREATIES AND THE POSSIBLE EFFECTS OF CHANGES IN U.S. OR OTHER TAX LAWS.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Introduction

EQV is providing the following unaudited pro forma condensed combined financial information to aid EQV’s stockholders in their analysis of the financial aspects of the Business Combination and EQVR Acquisition. The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined balance sheet as of September 30, 2025 combines the historical balance sheet of EQV, the historical consolidated balance sheet of PIH and the historical balance sheet of EQVR for such period on a pro forma basis as if the Business Combination and EQVR Acquisition had been consummated on September 30, 2025.

The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2025 and the year ended December 31, 2024 combine the historical statements of operations of EQV, PIH and EQVR for such periods on a pro forma basis as if the Business Combination and EQVR Acquisition had been consummated on January 1, 2024.

The unaudited pro forma condensed combined financial information related to the Business Combination and EQVR Acquisition has been prepared by EQV using the variable interest entity consolidation model in accordance with GAAP. Based on the organization of the Up-C structure and EQV’s ownership in EQV Holdings subsequent to the Business Combination, EQV assessed whether it will have a variable interest in EQV Holdings and whether EQV Holdings will be a variable interest entity (“VIE”) in accordance with the FASB Accounting Standards Codification (“ASC”) Topic 810 — Consolidation (“ASC 810”). As a result of this assessment, EQV determined that Presidio, through its wholly owned subsidiary, EQV Surviving Subsidiary, as the managing member of EQV Holdings, will have the decision making authority along with the ability to control the most significant activities of EQV Holdings and participate significantly in EQV Holdings’ benefits and losses under all redemption scenarios, where the PIH Rollover Holders directly holding other EQV Holdings Common Units will have neither substantive kick-out rights nor substantive participating rights. As such, EQV determined that EQV Holdings is a VIE and EQV will be the primary beneficiary of the VIE. Therefore, EQV is deemed to be the accounting acquirer in the Business Combination and EQVR Acquisition. The portion of the unaudited pro forma condensed combined financial information that is owned by the PIH Rollover Holders holding EQV Holdings Common Units is classified as non-controlling interests in the unaudited pro forma condensed combined balance sheet and income attributable to non-controlling interests in the unaudited pro forma condensed combined statements of operations.

Pursuant to ASC Topic 805, Business Combinations, PIH and EQVR did not meet the definition of a business due to each individually meeting the screen test. As a result, the Business Combination and EQVR Acquisition will both be accounted for separately as acquisitions of VIEs that are not a business in accordance with ASC Topic 810. The purchase price allocations are preliminary and have not yet been finalized as of the date of this filing. As a result of the foregoing, the pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined balance sheet as of September 30, 2025 (the “pro forma balance sheet”), and the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2025 and the year ended December 31, 2024 (the “pro forma statement of operations,” together with the pro forma balance sheet and the corresponding notes hereto, the “pro forma financial statements”) present the pro forma financial statements of EQV after giving effect to the Business Combination and EQVR Acquisition.

The unaudited pro forma financial statements have been developed from and should be read in conjunction with the following historical financial statements and accompanying notes of EQV, PIH and EQVR, which are included elsewhere in this proxy statement/prospectus:

•        the historical unaudited condensed consolidated financial statements of EQV as of September 30, 2025 and for the nine months ended September 30, 2025, and the audited financial statements of EQV for the period from April 15, 2024 (inception) through December 31, 2024, and

•        the historical unaudited condensed consolidated financial statements of PIH as of September 30, 2025 and for the nine months ended September 30, 2025, and the audited consolidated financial statements of PIH as of and for the year ended December 31, 2024.

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•        the historical unaudited financial statements of EQVR as of September 30, 2025 and for the nine months ended September 30, 2025, and the audited financial statements of EQVR as of and for the year ended December 31, 2024.

EQV, PIH and EQVR have not had any historical business or contractual relationship prior to the Business Combination and EQVR Acquisition. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The unaudited pro forma condensed combined financial statements are presented to reflect the Business Combination and EQVR Acquisition and do not represent what EQV’s financial position or results of operations would have been had the Business Combination and EQVR Acquisition occurred on the dates noted above, nor do they project the financial position or results of operations of the combined entity (referred to herein as “Presidio” or “Presidio PubCo”) following the Business Combination and EQVR Acquisition. The transaction accounting adjustments are based on available information and certain assumptions that management believes are factually supportable and are expected to have a continuing impact on the results of operations with the exception of certain non-recurring charges to be incurred in connection with the Business Combination and EQVR Acquisition, as further described below. In the opinion of management, all adjustments necessary to present fairly the pro forma financial statements have been made.

As a result of the foregoing, the transaction accounting adjustments are preliminary and subject to change as additional information becomes available and additional analysis is performed. The transaction accounting adjustments have been made solely for the purpose of providing the pro forma financial statements presented below. Any increases or decreases in the measured values of assets acquired and liabilities assumed upon completion of the final valuation related to the Business Combination and EQVR Acquisition and the trading price of EQV’s public shares will result in adjustments to the pro forma balance sheet and if applicable, the pro forma statement of operations. The final transaction accounting adjustments described herein may be materially different than the preliminary amounts reflected in the pro forma financial statements herein.

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption of the public shares for cash:

•        No Redemption Scenario — This presentation assumes that no public shareholders exercise their redemption rights with respect to the public shares for a pro rata portion of the funds in the Trust Account.

•        Mid-Point Contractual Redemption Scenario — This presentation assumes that approximately 44.6% of the public shareholders, or 15,611,072 public shares and representing half of the Maximum Contractual Redemption Scenario, exercise their redemption rights with respect to the public shares for a pro rata share (approximately $10.48 per share assuming a redemption date of September 30, 2025) of the funds in the Trust Account for aggregate redemption proceeds of approximately $163.6 million. The Mid-Point Contractual Redemption Scenario includes all assumptions under the No Redemption Scenario, and additional adjustments to reflect the effect of redemptions of 44.6% of the redeemable public shares of EQV.

•        Maximum Contractual Redemption Scenario — This presentation assumes that approximately 89.2% of the public shareholders, or 31,222,144 public shares, exercise their redemption rights with respect to the public shares for a pro rata share (approximately $10.48 per share assuming a redemption date of September 30, 2025) of the funds in the Trust Account for aggregate redemption proceeds of approximately $327.3 million. The Maximum Contractual Redemption Scenario is predicated on satisfying the Minimum Available Cash Condition in order to consummate the Business Combination. This scenario includes all assumptions under the illustrative Mid-Point Contractual Redemption Scenario, and additional adjustments to reflect the effect of redemptions of 89.2% of the redeemable public shares of EQV.

Description of the Business Combination

On August 5, 2025, EQV entered into the Business Combination Agreement, by and among EQV, Presidio, EQV Merger Sub, EQV Holdings, Presidio Merger Sub and PIH. Pursuant to the Business Combination Agreement, among other things:

(i)      EQV will change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and registering by way of continuation and domesticating as a corporation incorporated under the laws of the State of Delaware, upon which (a) each then issued and outstanding Class A Share will convert automatically,

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on a one-for-one basis, to a share of EQV Class A Common Stock, (b) each issued and outstanding warrant to purchase one Class A Share at a price of $11.50 per share will convert automatically, on a one-for-one basis, into a whole warrant exercisable for one share of EQV Class A Common Stock and (c) the name of EQV will be changed from “EQV Ventures Acquisition Corp.” to “Presidio MidCo Inc.”; and

(ii)    Following the Domestication, EQV Merger Sub will merge with and into EQV, with EQV as the surviving company in the merger and with (a) EQV shareholders receiving one share of Presidio Class A Common Stock for each share of EQV Class A Common Stock held by such shareholder and (b) each EQV public warrant converting automatically, on a one-for-one basis, into a whole warrant exercisable for one share of Presidio Class A Common Stock, in accordance with the terms of the Business Combination Agreement, and upon which Presidio will change its name to “Presidio Production Company.” After giving effect to such merger, EQV will survive as a wholly owned subsidiary of Presidio, following which, Presidio Merger Sub will merge with and into PIH, with PIH as the surviving company in the merger, all on the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with applicable law.

At the Closing of the Business Combination (i) Presidio shall contribute to EQV Surviving Subsidiary all of its assets and liabilities (excluding its interest in EQV Surviving Subsidiary), (ii) in exchange therefor, EQV Surviving Subsidiary shall issue to Presidio (A) a number of EQV Surviving Subsidiary Common Shares which shall equal the number of total shares of Presidio Class A Common Stock issued and outstanding immediately after the Closing (giving effect to the redemption of public shares), (B) a number of Class A preferred shares of EQV Surviving Subsidiary equal to the number of shares of Presidio Preferred Stock outstanding and (C) a number of warrants to purchase EQV Surviving Subsidiary Common Shares which shall equal the number of Presidio warrants outstanding immediately after the Closing, (iii) EQV Surviving Subsidiary shall then contribute to EQV Holdings all of its assets and liabilities (excluding its interests in EQV Holdings and the shares being redeemed), including cash held by EQV, and (iv) in exchange therefor, EQV Holdings shall issue to EQV Surviving Subsidiary (A) a number of EQV Holdings Common Units which shall equal the number of total shares of EQV Class A Common Stock issued and outstanding immediately after the Closing (giving effect to the redemption of public shares), (B) a number of Class A preferred units of EQV Holdings equal to the number of shares of Preferred Shares outstanding and (C) a number of warrants to purchase EQV Holdings Common Units which shall equal the number of EQV warrants outstanding immediately after the Closing.

Following the Business Combination, holders of EQV Holdings Common Units (other than Presidio) will have the right, subject to certain limitations, to exchange Presidio Interests (each consisting of one EQV Holdings Common Unit and one share of Presidio Class B Common Stock) for, at Presidio’s option, (i) shares of Presidio Class A Common Stock on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, or (ii) a corresponding amount of cash. Presidio’s decision to make a cash payment or issue shares upon an exercise of an exchange right will be made by Presidio’s independent directors.

Holders of EQV Holdings Common Units (other than Presidio) will generally be permitted to exercise the exchange right on a quarterly basis, subject to certain de minimis allowances. In addition, additional exchanges may occur in connection with certain specified events, and any exchanges involving more than a specified number of EQV Holdings Common Units (subject to Presidio’s discretion to permit exchanges of a lower number of units) may occur at any time with advanced notice. The exchange rights will be subject to certain limitations and restrictions intended to reduce the administrative burden of exchanges upon Presidio and ensure that EQV Holdings will continue to be treated as a partnership for U.S. federal income tax purposes.

Sponsor Letter Agreement

Concurrently with the execution of the Business Combination Agreement, on August 5, 2025, EQV, the Sponsor, Presidio, EQV Holdings, PIH and the Insiders entered into the Sponsor Letter Agreement, pursuant to which (a) each of the Sponsor and the Insiders agreed to vote in favor of the Business Combination Agreement and the Business Combination, (b) each of the Sponsor and the Insiders agreed to be bound by certain restrictions on transfer with respect to their equity interests in EQV prior to Closing, (c) the Sponsor agreed to be bound by certain lock-up provisions during the post-Closing lock-up periods described therein with respect to its equity interests in EQV, (d) the Sponsor agreed to subject certain of its Class B Shares to vesting (or forfeiture) on the basis of achieving certain trading price thresholds during the first five years following the Closing pursuant to an earnout program, (e) the Sponsor agreed to subject certain of its Class B Shares to time vesting during the first three years following the Closing

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pursuant to a dividend reinvestment program and (f) the Sponsor and the Insiders agreed to waive any adjustment to the conversion ratio set forth in the respective governing documents of any of EQV, Presidio, EQV Merger Sub, EQV Holdings, and Presidio Merger Sub or any other anti-dilution or similar protection with respect to any equity interests in EQV, as more fully set forth in the Sponsor Letter Agreement.

Pursuant to the Sponsor Letter Agreement, 1,905,509 Class B Shares held by the Sponsor will be subject to forfeiture, and vest in two equal 50% increments if, over any 20 trading days within any 30 consecutive trading-day period during the five years following the Closing, the trading share price of the Presidio Class A Common Stock is greater than or equal to $12.50 per share and $15.00 per share, respectively (or if Presidio consummates a sale that would value such shares at the aforementioned thresholds).

Pursuant to the Sponsor Letter Agreement, immediately following the Closing, 3,811,019 Class B Shares held by the Sponsor, as may be adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like or exchanged for Presidio Class A Common Stock pursuant to the Business Combination Agreement and any newly issued Presidio Class A Common Stock resulting from dividends owed to the Sponsor pursuant to the terms of the Sponsor Letter Agreement, will vest in three tranches, with one-third of such shares vesting on the date that is 12 months following the Closing, one-half of the remainder of such shares vesting on the date that is 24 months following the Closing and the remaining of such shares vesting on the date that is 36 months following the Closing.

Sponsor and the Insiders also agreed to be bound by certain “lock-up” provisions. Pursuant to the terms and conditions of the Sponsor Letter Agreement, 1,905,509 of the Sponsor’s equity interests in EQV will be restricted from transfer for a period ending on the earlier of the date (i) that is 12 months following the Closing Date and (ii) upon which Presidio completes a liquidation, merger, share exchange or other similar transaction following the Closing Date that results in all the equityholders of Presidio having the right to exchange their shares of Presidio Class A Common Stock for cash, securities or other property, subject to customary exceptions and potential early-release 150 days after the Closing based on the stock price sustaining specified price thresholds for 20 trading days within any 30 consecutive trading-day period.

Subscription Agreements

Concurrently with the execution of the Business Combination Agreement, on August 5, 2025, EQV and Presidio entered into Subscription Agreements with the PIPE Investors (and may enter into, before the Closing, additional agreements with additional PIPE Investors on the same forms, as applicable) pursuant to which, among other things, the PIPE Investors have agreed to subscribe for and purchase, and EQV and Presidio have agreed to issue and sell to the PIPE Investors, an aggregate of 8,750,000 shares of Presidio Class A Common Stock following the Domestication for a purchase price of $10.00 per share, on the terms and subject to the conditions set forth therein. Each Subscription Agreement contains customary representations and warranties of EQV and Presidio, on the one hand, and the PIPE Investor, on the other hand, and customary conditions to closing, including the consummation of the Business Combination immediately following the consummation of the PIPE Financing.

Preferred Investment

Concurrently with the execution of the Business Combination Agreement, on August 5, 2025, EQV, Presidio and PIH entered into the Securities Purchase Agreement with the Preferred Investors, pursuant to which and subject to the satisfaction of the closing conditions contained therein, immediately prior to or substantially concurrently with the Closing, the Preferred Investors will purchase in a private placement from Presidio an aggregate of 125,000 Preferred Shares and 937,500 Preferred Investor Warrants for a cash purchase price of $123,750,000 (net of all applicable original issue discounts). The Preferred Shares will have the rights, preferences, and privileges set forth in Presidio’s Certificate of Designation and certain holders of the Preferred Shares will have certain rights pursuant to the Preferred Stockholders’ Agreement.

At the closing of the Preferred Financing, each Preferred Investor will receive Preferred Shares and Preferred Investor Warrants to purchase a specified number of shares of Presidio Class A Common Stock, as set forth in the Securities Purchase Agreement. In addition, Presidio will enter into a Preferred Stockholders’ Agreement with certain Preferred Investors. The Preferred Investor Warrants will have an exercise price of $0.01, subject to adjustment as provided therein, and may be exercised for cash or on a cashless basis. The Preferred Investor Warrants will become exercisable in two tranches, with 50% exercisable six months following the Closing and 50% exercisable 12 months following the Closing, and each tranche shall have a term of exercise equal to five years from the date such tranche

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becomes exercisable, as provided further in the Preferred Investor Warrants. Presidio shall use commercially reasonable efforts to file a resale registration statement within 45 days following the Closing to register the Presidio Class A Common Stock underlying the Preferred Investor Warrants, subject to certain conditions.

The Securities Purchase Agreement contains customary representations and warranties by EQV, PIH, and the Preferred Investors, including with respect to organization, authority, enforceability, compliance with laws, absence of conflicts, and the validity of the Preferred Shares and Preferred Investor Warrants to be issued. In addition, subject to certain conditions, so long as any Preferred Shares remain outstanding, Presidio’s Certificate of Designation will provide holders of a majority of the then issued and outstanding Preferred Shares the right to elect one Series A Director (as defined therein) and, in certain circumstances, two additional Preferred Stock Directors (as defined therein).

Rollover Agreement

In connection with the Business Combination, contemporaneously with the execution and delivery of the Business Combination Agreement, EQV, EQV Holdings, PIH and the PIH Rollover Holders entered into the Rollover Agreements, pursuant to which the Class A ParentCo Rollover Units of such PIH Rollover Holders will, in accordance with the terms of the Business Combination Agreement and the Rollover Agreement, convert into the right to receive a number of EQV Holdings Common Units and the right to purchase the Presidio Class B Common Stock at par value.

Securities Transfer and Contribution Agreements

In connection with the Business Combination, contemporaneously with the execution and delivery of the Business Combination Agreement, EQV, Presidio, Sponsor, certain PIH Rollover Holders and certain PIPE Investors party thereto entered the Securities Contribution and Transfer Agreements in order to reflect the intended ownership interests of the shareholders of Presidio following the Business Combination. Pursuant to and subject to the terms and conditions of the Securities Contribution and Transfer Agreements, (i) Sponsor will contribute 562,746 Class B Shares to EQV as a contribution to capital at Closing and, in exchange, Presidio will issue 562,746 shares of Presidio Class A Common Stock (or securities convertible into Presidio Class A Common Stock) having a value of approximately $5,914,460 (based on the January 8, 2026 Closing Price) to the PIH Rollover Holders and (ii) Sponsor will contribute 565,217 Class B Shares to EQV as a contribution to capital at Closing and, in exchange, Presidio will issue 565,217 shares of Presidio Class A Common Stock to such PIPE Investors.

Agreement and Plan of Merger

In connection with the Business Combination, EQV and PIH negotiated the acquisition of all of the issued and outstanding equity interests of EQVR via merger and, contemporaneous with the execution of the Business Combination Agreement, EQV, Presidio, EQVR Merger Sub, EQVR Intermediate, EQVR and PIH entered into the EQVR Merger Agreement, pursuant to which Presidio will effect the EQVR Acquisition on the terms and subject to the conditions set forth in the EQVR Merger Agreement and in accordance with applicable law following the Closing.

Registration and Stockholders’ Rights Agreement

In connection with Closing, the Registration Rights Parties, EQV, EQV Holdings, and Presidio will enter into the Registration and Stockholders’ Rights Agreement. Under the Registration and Stockholders’ Rights Agreement, Sponsor or its permitted transferees will have the right to designate two directors so long as they own in the aggregate greater than 20% of Presidio’s common equity and one director so long as they own in the aggregate greater than 10% of Presidio’s common equity.

Pursuant to the terms of the Registration and Stockholders’ Rights Agreement, the Registration Rights Parties will be granted certain customary registration rights, including demand and piggyback rights. In addition, certain of the Registration Rights Parties will agree, subject to the terms provided therein, that each such party will not transfer any of its registrable securities under the Registration and Stockholders’ Rights Agreement for a period ending 180 days after the Closing.

Amended and Restated Limited Liability Company Agreement

Following the Business Combination, Presidio will be organized in an “Up-C” structure, such that Presidio and the subsidiaries of Presidio will hold and operate substantially all of the assets and business of PIH, and Presidio will be a publicly listed holding company that will hold equity interests in EQV. At Closing, EQV Holdings will amend and

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restate its limited liability company agreement in its entirety to, among other things, provide its equityholders with the right to redeem their Units for Presidio Class A Common Stock or, at Presidio’s option, cash, in each case, subject to certain restrictions set forth therein.

Pro forma Ownership after the Business Combination

The following presents the post-Closing share ownership of Presidio under (1) the No Redemption Scenario, (2) the Mid-Point Contractual Redemption Scenario and (3) the Maximum Contractual Redemption Scenario, in each case excluding the dilutive effect of: (i) the Earn Out Shares, (ii) the Presidio Private Placement Warrants, (iii) the Presidio Public Warrants and (iv) the Preferred Investor Warrants.

		Assuming No Redemptions(1)					Assuming Mid-point Contractual Redemptions(2)					Assuming Maximum Contractual Redemptions(3)
		Common Stock		% of Total			Common Stock		% of Total			Common Stock		% of Total
Public shareholders		35,000,000		57.0	%		19,388,928		42.4	%		3,777,856		12.5	%
Sponsor(4)		6,116,528		10.0	%		6,116,528		13.4	%		6,116,528		20.3	%
BTIG, LLC		262,500		0.4	%		262,500		0.6	%		262,500		0.9	%
EQV Directors(5)		160,000		0.3	%		160,000		0.3	%		160,000		0.5	%
PIH Rollover Holders(6)		7,036,876		11.5	%		7,036,876		15.4	%		7,036,876		23.4	%
EQVR Intermediate(7)		3,422,260		5.6	%		3,422,260		7.5	%		3,422,260		11.4	%
PIPE Investors(8)		9,315,217		15.2	%		9,315,217		20.4	%		9,315,217		31.0	%
Pro forma shares outstanding		61,313,381		100.0	%		45,702,309		100.0	%		30,091,237		100.0	%

____________

(1)      Share ownership presented under each redemption scenario is presented for illustrative purposes. EQV and PIH cannot predict how many public shares will be redeemed. As a result, the redemption amount and the number of public shares redeemed in connection with the Business Combination may differ from the amounts presented above. The ownership percentages of current public shareholders may also differ from the presentation above if the actual redemptions are different from these assumptions. See “Risk Factors — Risks Related to Redemption.” Assumes a Redemption Price of $10.48 which was the approximate Redemption Price as of September 30, 2025.

(2)      This scenario assumes that 15,611,072 Class A Shares, or approximately 44.6% of the public shares outstanding as of the date of this proxy statement/prospectus, are redeemed, which is approximately 50% of the public shares assumed to be redeemed under the scenario in which 100% of the public shares currently held by public shareholders and which may be redeemed while continuing to satisfy the Minimum Available Cash Condition are redeemed for cash from the Trust Account.

(3)      This scenario assumes that 31,222,144 Class A Shares, or approximately 89.2% of the public shares outstanding are redeemed, which is approximately 100% of the public shares assumed to be redeemed under the Maximum Contractual Redemption Scenario.

(4)      Represents shares of Presidio Class A Common Stock owned upon conversion of the Class B Shares. Includes 400,000 shares of Presidio Class A Common Stock owned upon conversion of the Class A Shares underlying the Private Placement Units and excludes (i) the Class B Contribution and (ii) the Earn-Out Shares that are subject to vesting (or forfeiture) on the basis of achieving certain trading price thresholds during the first five years following the Closing.

(5)      Represents shares of Presidio Class A Common Stock owned upon conversion of the Class A Shares held by EQV’s non-employee directors.

(6)      Reflects shares of Presidio Class A Common Stock and Presidio Interests convertible into shares of Presidio Class A Common Stock, which are being reported together on an aggregate basis. Included within Presidio Interests are EQV Holdings Units which represent the economic interests of the combined company held by the non-controlling interests.

(7)      Reflects shares of Presidio Class A Common Stock to be issued to EQVR Intermediate in connection with the EQVR Acquisition.

(8)      Assumes completion of the contemplated $87.5 million PIPE Financing and includes the issuance of 565,217 shares of Presidio Class A Common Stock to certain PIPE Investors.

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Presidio PubCo Inc.
Unaudited Pro Forma Condensed Combined Balance Sheet
As of September 30, 2025
(In thousands, except share and per share amounts)

		Historical											Assuming No Redemptions									Assuming Mid-Point Contractual Redemptions									Assuming Maximum Contractual Redemptions
		EQV			PIH				EQVR				Transaction Accounting Adjustments						Combined Pro Forma			Transaction Accounting Adjustments						Combined Pro Forma			Transaction Accounting Adjustments						Combined Pro Forma
ASSETS
Current Assets:
Cash and cash equivalents		$	41		$	7,895			$	1,812			$	390,255					$	400,003		$	(161,890	)				$	238,113		$	(120,590	)				$	117,523
														(23,331	)		A						1,750			J						4,375			M
														367,011			B						(163,640	)		K						(163,640	)		N
														(135,259	)		C															38,675			O
														87,500			D
														121,850			E
														(25,000	)		R
														(2,516	)		S
Restricted cash			—			11,599				—				—						11,599			—						11,599			—						11,599
Accounts receivable, oil and gas			—			9,156				2,380				—						11,536			—						11,536			—						11,536
Accounts receivable, joint interest owners			—			14,346				—				—						14,346			—						14,346			—						14,346
Derivative Assets – current			—			—				940				—						940			—						940			—						940
Prepaid expenses and other current assets			125			2,603				—				—						2,728			—						2,728			—						2,728
Total current assets			166			45,599				5,132				390,255						441,152			(161,890	)					279,262			(120,590	)					158,672
Property and equipment (successful efforts):
Oil and natural gas properties, successful efforts			—			536,425				56,460				101,171						694,056			—						694,056			—						694,056
														88,755			F
														12,416			T
Less accumulated depletion, depreciation, and amortization			—			(198,011	)			(9,934	)			207,945						—			—						—			—						—
														198,011			F
														9,934			T
Total property and equipment, net			—			338,414				46,526				309,116						694,056			—						694,056			—						694,056
Other property and equipment, net			—			5,603				53				—						5,656			—						5,656			—						5,656
Derivative assets –  noncurrent			—			—				817				—						817			—						817			—						817
Right-of-use assets			—			187				—				—						187			—						187			—						187
Other noncurrent assets			—			2,030				—				—						2,030			—						2,030			—						2,030
Long term prepaid insurance			—			—				—				—						—			—						—			—						—
Cash and marketable securities held in trust account			367,011			—				—				(367,011	)		B			—			—						—			—						—
TOTAL ASSETS		$	367,177		$	391,833			$	52,528			$	332,360					$	1,143,898		$	(161,890	)				$	982,008		$	(120,590	)				$	861,418
LIABILITIES, REDEEMABLE PREFERRED STOCK, MEMBERS’ DEFICIT AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and other current liabilities		$	7,176		$	34,007			$	346			$	3					$	41,532		$	—					$	41,532		$	—					$	41,532
														19			Q
														(16	)		S
Production taxes payable			—			3,292				—				—						3,292			—						3,292			—						3,292
Revenue and royalties payable			—			18,078				—				—						18,078			—						18,078			—						18,078
Derivative liabilities –  current			—			27,148				1,648				—						28,796			—						28,796			—						28,796
Current portion of long-term debt			—			41,741				—				(2,448	)		S			39,293			—						39,293			—						39,293

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Presidio PubCo Inc.
Unaudited Pro Forma Condensed Combined Balance Sheet
As of September 30, 2025 — (Continued)
(In thousands, except share and per share amounts)

		Historical							Assuming No Redemptions							Assuming Mid-Point Contractual Redemptions							Assuming Maximum Contractual Redemptions
		EQV		PIH			EQVR		Transaction Accounting Adjustments					Combined Pro Forma		Transaction Accounting Adjustments					Combined Pro Forma		Transaction Accounting Adjustments					Combined Pro Forma
Lease liabilities, current		—		196			—		—					196		—					196		—					196
Related party payable		—		1,083			—		—					1,083		—					1,083		—					1,083
Cash Underwriting Fees payable		52		—			—		—					52		—					52		—					52
Total current liabilities		7,228		125,545			1,994		(2,445	)				132,322		—					132,322		—					132,322
Long-term liabilities:
Long-term debt, net		—		237,401			—		4,332			F		241,733		—					241,733		38,675			O		280,408
Note payable, net		—		—			29,213		(29,213	)		T		—		—					—		—					—
Asset retirement obligations		—		68,556			8,030		—					76,586		—					76,586		—					76,586
Lease liabilities		—		—			—		—					—		—					—		—					—
Derivative liabilities – noncurrent		—		24,293			3,437		—					27,730		—					27,730		—					27,730
Earnout liability		—		—			—		14,750			L		14,750		—					14,750		—					14,750
Deferred tax liabilities		—		—			—		9,519					9,519		—					9,519		—					9,519
									9,414			F
									105			T
Gas imbalance payable		—		—			447		—					447		—					447		—					447
Subscription agreement liability		191		—			—		(191	)		D		—							—		—					—
Deferred legal fee		746		—			—		(746	)		A		—		—					—		—					—
Deferred underwriting fee payable		12,250		—			—		(12,250	)		A		—		—					—		—					—
Total liabilities		20,415		455,795			43,121		(16,244	)				503,087		—					503,087		38,675					541,762
Class A ordinary shares subject to possible redemption		366,880		—			—		(366,880	)		G		—		—					—		—					—
Series A redeemable preferred stock		—		—			—		112,978			E		112,978		—					112,978		—					112,978
EQUITY
Members’ equity (deficit)		—		(63,962	)		9,407		54,555					—		—					—		—					—
									63,962			F
									(9,407	)		T
Preference shares, $0.0001 par value; 1,000,000 shares authorized; 0 shares issued or outstanding		—		—			—		—					—		—					—		—					—
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; 822,500 shares issued and outstanding		—		—			—		—			H		—		—					—		—					—
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 8,750,000 shares issued and outstanding		1		—			—		(1	)		I		—		—					—		—					—
Class A common stock, $0.0001 par value		—		—			—		6					6		(2	)		K		4		(2	)		N		2
									—			H
									1			I
									1			D
									—			C
									4			G
									—			R
									—			P
Class B common stock, $0.0001 par value		—		—			—		—			C		—		—					—		—					—

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Presidio PubCo Inc.
Unaudited Pro Forma Condensed Combined Balance Sheet
As of September 30, 2025 — (Continued)
(In thousands, except share and per share amounts)

		Historical											Assuming No Redemptions										Assuming Mid-Point Contractual Redemptions										Assuming Maximum Contractual Redemptions
		EQV				PIH				EQVR			Transaction Accounting Adjustments						Combined Pro Forma				Transaction Accounting Adjustments						Combined Pro Forma				Transaction Accounting Adjustments						Combined Pro Forma
Additional paid-in capital			—				—				—			533,988						533,988				(161,888	)					372,100				(159,263	)					212,837
														3,500			A							1,750			J							4,375			M
														45,935			C							(163,638	)		K							(163,638	)		N
														87,690			D
														366,876			G
														(14,750	)		L
														8,872			E
														35,865			R
														—			P
Stock subscription receivable														—			P
Accumulated deficit			(20,119	)			—				—			(13,853	)					(33,972	)			—						(33,972	)			—						(33,972	)
														(13,834	)		A
														(19	)		Q
Total equity attributable to common shareholders			(20,118	)			(63,962	)			9,407			574,695						500,022				(161,890	)					338,132				(159,265	)					178,867
Non-controlling interest			—				—				—			27,811			C			27,811				—						27,811				—						27,811
Total stockholder’s equity			(20,118	)			(63,962	)			9,407			602,506						527,833				(161,890	)					365,943				(159,265	)					206,678
TOTAL LIABILITIES, TEMPORARY EQUITY AND EQUITY		$	367,177			$	391,833			$	52,528		$	332,360					$	1,143,898			$	(161,890	)				$	982,008			$	(120,590	)				$	861,418

See accompanying “Notes to the Unaudited Pro Forma Condensed Combined Financial Statements”

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Presidio PubCo Inc.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Nine months Ended September 30, 2025
(in thousands, except share and per share amounts)

		Historical												Assuming No Redemptions										Assuming Mid-Point Contractual Redemptions										Assuming Maximum Contractual Redemptions
		EQV				PIH				EQVR				Transaction Accounting Adjustments						Combined Pro Forma				Transaction Accounting Adjustments						Combined Pro Forma				Transaction Accounting Adjustments						Combined Pro Forma
Revenues:
Oil sales		$	—			$	64,497			$	4,593			$	—					$	69,090			$	—					$	69,090			$	—					$	69,090
Natural gas sales			—				36,798				7,420				—						44,218				—						44,218				—						44,218
Natural gas liquids sales			—				35,360				4,573				—						39,933				—						39,933				—						39,933
Field services revenue			—				846				—				—						846				—						846				—						846
Total revenues			—				137,501				16,586				—						154,087				—						154,087				—						154,087
Expenses:																																			—
Lease operating expenses			—				57,214				7,721				—						64,935				—						64,935				—						64,935
Production taxes			—				7,753				674				—						8,427				—						8,427				—						8,427
Ad valorem taxes			—				3,784				—				—						3,784				—						3,784				—						3,784
Depletion, oil and gas properties			—				21,790				3,926				15,846			U			41,562				—						41,562				—						41,562
Depreciation and amortization, other property and equipment			—				2,400				—				—						2,400				—						2,400				—						2,400
Accretion of asset retirement obligation			—				3,079				560				—						3,639				—						3,639				—						3,639
General and administrative			8,722				20,116				1,662				4,022			V			34,522				—						34,522				—						34,522
Cost of field services revenue			—				140				—				—						140				—						140				—						140
Gain on sale of assets			—				(6,741	)			—				—						(6,741	)			—						(6,741	)			—						(6,741	)
Total expenses			8,722				109,535				14,543				19,868						152,668				—						152,668				—						152,668
Income from operations			(8,722	)			27,966				2,043				(19,868	)					1,419				—						1,419				—						1,419
Other income (expense):
Commodity derivative gains (losses)			—				15,572				2,043				—						17,615				—						17,615				—						17,615
Other income (expense)			—				(159	)			10				—						(149	)			—						(149	)			—						(149	)
Interest income			18				—				—				—						18				—						18				—						18
Interest expense			—				(18,493	)			(3,051	)			(3,089	)					(18,455	)			—						(18,455	)			(2,250	)		Y			(20,705	)
															38			W
															3,051			AC
Change in fair value of over-allotment liability			—				—				—				—						—				—						—				—						—
Loss from subscription agreement			(191	)			—				—				191			AD			—										—				—						—
Interest earned (expense) on marketable securities held in Trust Account			11,842				—				—				(11,842	)		X			—				—						—				—						—
Total other income (expense), net			11,669				(3,080	)			(998	)			(8,562	)					(971	)			—						(971	)			(2,250	)					(3,221	)
Net income (loss) before income taxes			2,947				24,886				1,045				(28,430	)					448				—						448				(2,250	)					(1,802	)
Income tax expense (benefit)			—				990				—				2,511			Z			3,501				(51	)		Z			3,450				(565	)		Z			2,885
Net income (loss)		$	2,947			$	23,896			$	1,045			$	(30,941	)				$	(3,053	)		$	51					$	(3,002	)		$	(1,685	)				$	(4,687	)
Preferred stock dividends			—				—				—				11,250			AB			11,250				—						11,250				—						11,250
Net income (loss) attributable to non-controlling interests			—				—				—				(619	)		AA			(619	)			(208	)		AA			(827	)			(578	)		AA		$	(1,405	)
Net income (loss) attributable to common shareholders		$	2,947			$	23,896			$	1,045			$	(41,572	)				$	(13,684	)		$	259					$	(13,425	)		$	(1,107	)				$	(14,532	)
Basic and diluted weighted average Class A common shares outstanding																					60,108,864										44,497,792										28,886,720
Basic and diluted net loss per Class A common share																				$	(0.23	)								$	(0.30	)								$	(0.50	)
Basic and diluted weighted average shares outstanding – Class A redeemable shares			35,822,500
Basic and diluted net income per share		$	0.07
Basic and diluted weighted average shares outstanding – Class A and B non-redeemable shares			8,750,000
Basic and diluted net income per share		$	0.07

See accompanying “Notes to the Unaudited Pro Forma Condensed Combined Financial Statements”

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Presidio PubCo Inc.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2024
(Dollars in thousands, except share and per share amounts)

		Historical												Assuming No Redemptions										Assuming Mid-Point Contractual Redemptions										Assuming Maximum Contractual Redemptions
		EQV				PIH				EQVR				Transaction Accounting Adjustments						Combined Pro Forma				Transaction Accounting Adjustments						Combined Pro Forma				Transaction Accounting Adjustments						Combined Pro Forma
Revenues:
Oil sales		$	—			$	106,854			$	7,995									$	114,849			$	—					$	114,849			$	—					$	114,849
Natural gas sales			—				26,478				6,075			$	—						32,553				—						32,553				—						32,553
Natural gas liquids sales			—				56,410				7,503				—						63,913				—						63,913				—						63,913
Field services revenue			—				2,474				—				—						2,474				—						2,474				—						2,474
Total revenues			—				192,216				21,573				—						213,789				—						213,789				—						213,789
Expenses:							—																		—
Lease operating expenses			—				70,702				10,153				—						80,855				—						80,855				—						80,855
Production taxes			—				10,347				907				—						11,254				—						11,254				—						11,254
Ad valorem taxes			—				5,236				—				—						5,236				—						5,236				—						5,236
Depletion, oil and gas properties			—				34,153				6,032				20,749			AE			60,934				—						60,934				—						60,934
Depreciation and amortization, other property and equipment			—				3,032				—				—						3,032				—						3,032				—						3,032
Accretion of asset retirement obligation			—				3,765				1,421				—						5,186				—						5,186				—						5,186
General and administrative			668				7,995				2,030				19,216						29,909				—						29,909				—						29,909
															13,834			AF
															5,363			AG
															19			AK
Cost of field services revenue			—				1,960				—				—						1,960				—						1,960				—						1,960
Gain on sale of assets			—				(85,573	)			—				—						(85,573	)			—						(85,573	)			—						(85,573	)
Total expenses			668				51,617				20,543				39,965						112,793				—						112,793				—						112,793
Income from operations			(668	)			140,599				1,030				(39,965	)					100,996				—						100,996				—						100,996
Other income (expense):
Commodity derivative gains (losses)			—				(12,465	)			(43	)			—						(12,508	)			—						(12,508	)			—						(12,508	)
Other income (expense)			—				150				39				—						189				—						189				—						189
Interest income			11				—				—				—						11				—						11				—						11
Interest expense			—				(27,153	)			(4,806	)			4,806			AL			(27,153	)			—						(27,153	)			(3,000	)		AI			(30,153	)
Change in fair value of over-allotment liability			599				—				—				—						599										599				—						599
Interest earned (expense) on marketable securities held in Trust Account			6,914				—				—				(6,914	)		AH			—				—						—				—						—
Total other income (expense), net			7,524				(39,468	)			(4,810	)			(2,108	)					(38,862	)			—						(38,862	)			(3,000	)					(41,862	)
Net income (loss) before income taxes			6,856				101,131				(3,780	)			(42,073	)					62,134				—						62,134				(3,000	)					59,134
Income tax expense (benefit)			—				233				—				13,659			Z			13,892				(206	)		Z			13,686				(1,034	)		Z			12,652
Net income (loss)		$	6,856			$	100,898			$	(3,780	)		$	(55,732	)				$	48,242			$	206					$	48,448			$	(1,966	)				$	46,482
Preferred stock dividends			—				—				—				15,000			AJ			15,000			$	—						15,000			$	—						15,000
Net income (loss) attributable to non-controlling interests			—				—				—				1,439			AA			1,439			$	503			AA			1,942			$	834			AA			2,776
Net income (loss) attributable to common shareholders		$	6,856			$	100,898			$	(3,780	)		$	(72,171	)				$	31,803			$	(297	)				$	31,506			$	(2,800	)				$	28,706

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Presidio PubCo Inc.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2024 — (Continued)
(Dollars in thousands, except share and per share amounts)

		Historical							Assuming No Redemptions							Assuming Mid-Point Contractual Redemptions							Assuming Maximum Contractual Redemptions
		EQV			PIH		EQVR		Transaction Accounting Adjustments				Combined Pro Forma			Transaction Accounting Adjustments				Combined Pro Forma			Transaction Accounting Adjustments				Combined Pro Forma
Basic and diluted weighted average Class A common shares outstanding														59,597,114							43,986,042							28,374,970
Basic and diluted net income per Class A common share													$	0.52						$	0.69						$	0.96
Basic and diluted weighted average shares outstanding – Class A redeemable shares			20,025,933
Basic and diluted net income per share		$	0.24
Basic and diluted weighted average shares outstanding – Class A and B non-redeemable shares			8,750,000
Basic and diluted net income per share		$	0.24

See accompanying “Notes to the Unaudited Pro Forma Condensed Combined Financial Statements”

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Note 1 — Basis of Presentation

The unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of Regulation S-X, as amended by the final rule, Release No. 33-10786, and presents the pro forma financial condition and results of operations of EQV based upon the historical financial information of EQV, PIH and EQVR after giving effect to the Business Combination and EQVR Acquisition and related adjustments set forth in the notes to the unaudited pro forma condensed combined financial information.

The Business Combination and EQVR Acquisition are accounted for as acquisitions of VIEs that are not a business in accordance with ASC Topic 810. Under this method of accounting, PIH’s and EQVR’s identifiable assets acquired, liabilities assumed, and non-controlling interests are measured at their acquisition date fair values. EQV determined that PIH was the predecessor as PIH will comprise most of the combined entity’s assets and operations and will be managed by PIH’s management team upon consummation of the Business Combination.

Note 2 — Preliminary Purchase Price Allocation (all redemption scenarios)

Presidio Investment Holdings LLC

The preliminary purchase price of PIH has been allocated to the assets acquired and liabilities assumed for purposes of this pro forma financial information based on their estimated relative fair values. The purchase price allocation herein is preliminary. The final purchase price allocations for the Business Combination will be determined after completion of a thorough analysis to determine the fair values of all assets acquired and liabilities assumed but in no event later than one year following the closing date of the acquisition. Accordingly, the final acquisition accounting adjustments could differ materially from the accounting adjustments included in the pro forma financial statements presented herein. Any increase or decrease in the fair value of the assets acquired and liabilities assumed, as compared to the information shown herein, could impact the operating results of EQV following the acquisition due to differences in purchase price allocation, depreciation and amortization related to some of these assets and liabilities.

(in thousands)
Preliminary purchase price:
Cash		$	135,259
4,383,109 Class A Common Stock			45,935
2,653,767 EQV Holdings Common Units			27,811
Total preliminary purchase consideration		$	209,005
Assets Acquired
Cash and cash equivalents		$	7,895
Restricted cash			11,599
Accounts receivable			23,502
Oil and natural gas properties			625,180
Other property and equipment			5,916
Right-of-use assets, financing(1)			1,717
Right-of-use assets, operating			187
Prepaid expenses and other current assets			2,603
Total assets to be acquired			678,599

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(in thousands)
Liabilities Assumed
Accounts payable		15,934
Revenue and royalties payable		18,078
Production taxes payable		3,292
Other liabilities		19,608
Credit facility(2)		2,500
Loan payable(3)		2,355
Financing lease liabilities(2)		1,837
Operating lease liabilities		196
Derivative liabilities		51,441
Deferred tax liabilities		9,414
Securitized debt		276,383
Asset retirement obligations		68,556
Total liabilities to be assumed		469,594
Net assets to be acquired		209,005

____________

(1)      Included as a component of ‘Other property and equipment’ in pro forma condensed combined balance sheet

(2)      Included as a component of ‘Current portion of long-term debt’ in pro forma condensed combined balance sheet

(3)      Included as a component of ‘Long-term debt’ in pro forma condensed combined balance sheet

The preliminary fair value of the EQV Holdings Common Units and Presidio Class A Common Stock has been determined by equating their value to the closing trading price of the Class A Shares, which was $10.48 per share as of August 5, 2025. This price was applied to 2,653,767 EQV Holdings Common Units and 4,383,109 Presidio Class A Common Stock, respectively.

EQV Resources LLC

The preliminary purchase price of EQVR has been allocated to the assets acquired and liabilities assumed for purposes of this pro forma financial information based on their estimated relative fair values. The purchase price allocation herein is preliminary. The final purchase price allocations for the EQVR Acquisition will be determined after completion of a thorough analysis to determine the fair values of all assets acquired and liabilities assumed but in no event later than one year following the closing date of the acquisition. Accordingly, the final acquisition accounting adjustments could differ materially from the accounting adjustments included in the pro forma financial statements presented herein. Any increase or decrease in the fair value of the assets acquired and liabilities assumed, as compared to the information shown herein, could impact the operating results of EQV following the acquisition due to differences in purchase price allocation, depreciation and amortization related to some of these assets and liabilities.

(in thousands)
Preliminary purchase price:
Cash		$	25,000
3,422,260 shares of Class A Common Stock			35,865
Total preliminary purchase consideration		$	60,865
Assets Acquired
Cash and cash equivalents			1,812
Accounts receivable			2,380
Oil and natural gas properties			68,876
Derivative assets			1,757
Other property and equipment			53
Total assets to be acquired		$	74,878
Liabilities Assumed
Accounts payable and other current liabilities			346
Gas imbalance payable			447
Derivative liabilities			5,085
Deferred tax liabilities			105
Asset retirement obligations			8,030
Total liabilities to be assumed			14,013
Net assets to be acquired		$	60,865

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The preliminary fair value of the 3,442,260 shares of Presidio Class A Common Stock is based on the closing trading price as of August 5, 2025 for the Class A Shares, which was $10.48 per share.

Note 3 — Pro Forma Adjustments

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and EQVR Acquisition and has been prepared for informational purposes only.

The pro forma combined provision for income taxes does not necessarily reflect the amounts that would have resulted had Presidio filed consolidated income tax returns during the periods presented.

The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statement of operations are based upon the number of Presidio’s shares outstanding, assuming the Business Combination and EQVR Acquisition occurred on January 1, 2024.

Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

(A)    Reflects the pro forma adjustment to record the estimated transaction costs of $23.3 million to be paid at Closing under the No Redemption Scenario, which includes $12.3 million of deferred IPO underwriter fees (such figure includes $3.5 million of deferred underwriting fee that is payable in EQV’s sole discretion) and $0.7 million of deferred IPO legal fees. The remaining $13.8 million represents the estimated incremental legal, accounting, printer and capital market advisory fees to be incurred directly related to the Business Combination.

(B)    Reflects the reclassification of cash held in the Trust Account to cash and to reflect the cash available to consummate the Business Combination or to fund redemption of existing public shares.

(C)    Reflects the estimated Cash Consideration (as defined in the Business Combination Agreement), consisting of $135.3 million to be paid in cash, the issuance of 4,383,109 shares of Presidio Class A Common Stock to certain PIH Rollover Holders, and the issuance of 2,653,767 EQV Holdings Common Units and equal number of shares of Presidio Class B Common Stock to certain PIH Rollover Holders, with an estimated fair value of $10.48 per share based on the closing price of the Class A Shares at August 5, 2025. The consideration issued in EQV Holdings Common Units represents the equity attributed to non-controlling interests.

(D)    Reflects the expected net proceeds of $87,500,000 pursuant the Subscription Agreements with the PIPE Investors in exchange for issuing 8,750,000 shares of Presidio Class A Common Stock for $10.00 per share. Additionally, Sponsor agreed to contribute 565,217 Class B Shares to EQV as a contribution to capital at Closing and, in exchange, Presidio agreed to issue 565,217 shares of Presidio Class A Common Stock to the PIPE Investors. The Subscription Agreements with the PIPE Investors are accounted as a derivative liability recognized at fair value. Upon settlement of the agreements, when the cash is received, Presidio will debit cash and credit additional paid-in capital, with a corresponding reversal of the previously recorded derivative liability.

(E)    Reflects the issuance of 125,000 Preferred Shares in conjunction with 937,500 Preferred Investor Warrants that are exercisable into Presidio Class A Common Stock for value of $125.0 million, net of $1.3 million in original issue discounts and $1.9 million in issuance costs. The Preferred Shares are redeemable upon triggering events outside the control of the Company, and thus, classified as temporary equity with an allocated value of $113.0 million. The Preferred Investor Warrants are legally detachable and separately exercisable from the Preferred Shares at an exercise price equal to $0.01 per share, of which 50% shall be exercisable six months following the Closing and 50% shall be exercisable twelve months following the date of Closing, and classified as permanent equity with an allocated value of $8.9 million.

(F)    Reflects the estimated fair value adjustments under the acquisition method of accounting from the preliminary purchase price allocation of the net assets of PIH. See Note 2 to these unaudited pro forma condensed combined financial statements.

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(G)    Reflects the reclassification of $366.9 million of temporary equity from the 35,000,000 public shares to permanent equity as Presidio Class A Common Stock as a result of the Business Combination under the No Redemption Scenario. For purposes of the pro forma balance sheet, the redemption price of $10.48 has been calculated based on the amount in the Trust Account as of September 30, 2025.

(H)    Reflects the conversion of existing 822,500 non-redeemable Class A Shares, which consists of 400,000 Class A Shares underlying EQV private placement units held by the Sponsor, 262,500 Class A Shares underlying EQV private placement units held by BTIG, the IPO underwriter, and a total of 160,000 Class A Shares held by EQV’s directors, to Presidio Class A Common Stock.

(I)     Reflects the conversion of the Class B shares in conjunction with the consummation of the Business Combination, where (i) 1,905,509 Class B Shares are expected to be converted into Presidio Class A Common Stock, (ii) 3,811,019 Class B Shares will be subject to a time vesting dividend reinvestment program (“DRIP Shares”), (iii) 1,905,509 Class B Shares will be subject to an earnout program (“Earn Out Shares”), (iv) 565,217 Class B shares to be surrendered as contributed shares for issuance to PIPE Investors, and (v) 562,746 Class B Shares to be contributed as capital at Closing to be available for issuance to the Rollover Members as Presidio Common Stock (or securities convertible into Presidio Common Stock).

(J)     As a result of the Mid-Point Contractual Redemption Scenario, the adjustment reflects $1.75 million of the deferred payable fees that will no longer be owed to the IPO underwriter as a portion of the fee was variable depending on the level of redemptions. As such, we have reflected the elimination of this liability with an offsetting adjustment to additional paid-in-capital.

(K)    Reflects the redemption of 15,611,072 public shares for $163.6 million at an estimated redemption price of $10.48 per public share, assuming a redemption date of September 30, 2025, under the Mid-Point Contractual Redemption Scenario.

(L)    Reflects the estimated fair value of the Earn Out Shares upon Closing. Based on the analysis performed, it was determined that the Earn Out Shares are not indexed to Presidio’s own stock and are therefore accounted for as a liability. The pro forma value of the Earn Out Shares was estimated using a Monte Carlo Simulation model. The significant assumptions utilized in estimating the fair value of the Earn Out Shares include the following: (i) EQV stock price of $10.48 as of August 5, 2025; (ii) a dividend yield of 13.5%; (iii) a risk-free rate of 3.77%; and (iv) expected equity volatility of 65.0%. Estimates are subject to changes as additional information becomes available and additional analyses are performed and such changes could be material once the final valuation is determined at the Closing. Changes in these assumptions would be expected to impact the fair value of the Earn Out Shares. For example, a dividend yield of 0% would cause the fair value of the Earn Out Shares to increase approximately $3.5 million.

(M)   As a result of the Maximum Contractual Redemption Scenario, the adjustment reflects $4.375 million of the deferred payable that will no longer be owed to the IPO underwriter as a portion of the fee was variable depending on the level of redemptions. As such, we have reflected the elimination of this liability with an offsetting adjustment to additional paid-in-capital.

(N)    Reflects the redemption of an additional 15,611,072 public shares under the Maximum Contractual Redemption Scenario for $163.6 million at an estimated redemption price of $10.48 per public share, assuming a redemption date of September 30, 2025.

(O)    Reflects expected net cash proceeds of $38.7 million from drawing on the RBL Financing, net of expected closing costs of $1.3 million under the Maximum Contractual Redemption Scenario.

(P)    Reflects the formation of Presidio PubCo on July 30, 2025 for the sole purposes of effecting the Business Combination. Upon inception, Presidio PubCo was authorized to issue 100 shares of Presidio Class A Common Stock. As of September 30, 2025, there were 100 shares of Presidio Class A Common Stock issued and outstanding for total equity value of $100 in addition to a stock subscription receivable related to the issuances for the unpaid balance of $100.

(Q)    Reflects accounts payable and accrued liabilities for expenses incurred as a result of the formation of Presidio PubCo associated with the Business Combination.

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(R)    Reflects the consideration paid to settle EQVR’s indebtedness, consisting of $25.0 million in cash, and the issuance of 3,422,260 shares of Presidio Class A Common Stock to EQVR Intermediate with an estimated fair value of $10.48 per share based on the closing price of the Class A Shares at August 5, 2025.

(S)    Reflects the payoff of PIH’s WAB RBL loan payable, including accrued interest, at Closing of the Business Combination.

(T)    Reflects the estimated fair value adjustments under the acquisition method of accounting from the preliminary purchase price allocation of the net assets of EQVR, including the elimination of EQVR’s note payable to be settled at Closing. See Note 2 to these unaudited pro forma condensed combined financial statements.

Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

(U)    Reflects the adjustment to depletion expense for the estimated new basis of oil and natural gas properties as a result of the preliminary purchase price allocations of PIH and EQVR for the nine months ended September 30, 2025, as the pro forma closing of the Business Combination and EQVR Acquisition is assumed to be January 1, 2024.

(V)    Reflects the adjustment to include the estimated $4.0 million in compensation expense related to nine months of vesting of the Restricted Stock Units (“RSUs”) to be granted to Presidio’s officers upon Closing pursuant to the Company’s compensation plan. Additionally, the historical general and administrative expenses include $15.0 million recognized as non-recurring compensation expense following the sale of certain undeveloped properties that triggered a distribution to PIH Class B unitholders during the period. This expense will not recur beyond 12 months after the transaction.

(W)   Reflects the elimination of the interest expense associated with PIH’s WAB RBL to be settled at Closing for the nine months ended September 30, 2025.

(X)    Reflects the elimination of “Interest earned on marketable securities held in Trust Account” associated with the proceeds from EQV’s IPO held in trust for the nine months ending September 30, 2025.

(Y)    Reflects nine months of interest expense related to the RBL Financing under the Maximum Contractual Redemption Scenario. The RBL Financing is estimated to bear interest at 7.50% per annum based on the 3.75% Secured Overnight Financing Rate (“SOFR”) spread, plus the higher of the estimated SOFR curve of 3.75% or SOFR floor of 0.75%.

(Z)    Reflects the pro forma adjustment to taxes as a result of adjustments to the income statement, which was calculated using a blended federal and state income statutory rate of 22.4%.

(AA) Immediately following the Business Combination and EQVR Acquisition, the ownership of Presidio represented by the economic interests held by the non-controlling interests (comprising of EQV Holdings Units and excluding shares of Presidio Class A Common Stock) will be approximately 4.3% under the No Redemption Scenario, 5.8% under the Mid-Point Contractual Redemption Scenario, and 8.8% under the Maximum Contractual Redemption Scenario. Net income/(loss) attributable to the non-controlling interest was then calculated by multiplying the non-controlling interest percentage by net income/(loss), inclusive of the impacts of all other adjustments. To see the ownership of Presidio represented by the economic interests held by the non-controlling interests presented on an aggregate basis with the shares of Presidio Class A Common Stock held by PIH Rollover Holders, see the “Pro forma Ownership after the Business Combination” table above.

(AB) Reflects the adjustment for the pro forma dividends attributable to the Preferred Stock Investors at 12% per annum for the nine months ending September 30, 2025.

(AC) Reflects the elimination of the interest expense associated with EQVR’s note payable to be settled at Closing for the nine months ended September 30, 2025.

(AD) Represents an adjustment to eliminate the loss incurred due to the subscription agreement liability after giving effect to the Business Combination as if it had occurred on January 1, 2024.

(AE) Reflects the adjustment to depletion expense for the estimated new basis of oil and natural gas properties as a result of the preliminary purchase price allocation for the year ended December 31, 2024, as the pro forma closing of the Business Combination is assumed to be January 1, 2024.

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(AF) Reflects estimated transaction costs associated with the Business Combination, as presented in adjustment (A). This charge is not expected to recur in the twelve months following closing.

(AG) Reflects the adjustment to include the estimated $5.4 million in compensation expense related to one year of vesting of the RSUs to be granted to Presidio’s officers upon Closing pursuant to the Incentive Plan.

(AH) Reflects the elimination of “Interest earned on marketable securities held in Trust Account” associated with the proceeds from the IPO held in trust for the year ending December 31, 2024.

(AI)  Reflects twelve months of interest expense related to the RBL Financing under the Maximum Contractual Redemption Scenario, as the pro forma closing of the Business Combination is assumed to be January 1, 2024. The RBL Financing is estimated to bear interest at 7.50% per annum based on the 3.75% SOFR spread, plus the higher of the estimated SOFR curve of 3.75% or SOFR floor of 0.75%.

(AJ)  Reflects the adjustment for the pro forma dividends attributable to the Preferred Stock Investors at 12% per annum for the year ending December 31, 2024.

(AK) Reflects the expenses incurred as a result of the formation of Presidio PubCo associated with the Business Combination. This charge is not expected to recur in the twelve months following closing.

(AL) Reflects the elimination of the interest expense associated with EQVR’s note payable to be settled at Closing for the year ending December 31, 2024.

Note 4 — Pro Forma Net Income (Loss) per Share

Basic earnings per share is computed based on the historical weighted average number of shares of common stock outstanding during the period, and the issuance of additional shares in connection with the Business Combination and EQVR Acquisition, assuming the shares were outstanding since January 1, 2024. As the Business Combination and EQVR Acquisition are being reflected as if they had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable in connection with the Business Combination and EQVR Acquisition have been outstanding for the entire period presented. Diluted earnings per share is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method.

The unaudited pro forma condensed combined financial information has been prepared assuming three alternative levels of redemption for the nine months ended September 30, 2025:

(in thousands, except share and per share amounts) For the nine months ended September 30, 2025		Assuming No Redemptions				Assuming Mid-point Contractual Redemptions				Assuming Maximum Contractual Redemptions
Pro forma net loss attributable to common shareholders(1)		$	(13,684	)		$	(13,424	)		$	(14,532	)
Public shareholders			35,000,000				19,388,928				3,777,856
Sponsor			6,116,528				6,116,528				6,116,528
BTIG, LLC			262,500				262,500				262,500
EQV Directors			160,000				160,000				160,000
PIH Rollover Holders			4,383,109				4,383,109				4,383,109
PIPE Investors			9,315,217				9,315,217				9,315,217
EQVR Intermediate(2)			3,422,260				3,422,260				3,422,260
Preferred Investor Warrants(3)			937,500				937,500				937,500
Restricted Stock Units(4)			511,750				511,750				511,750
Pro forma weighted average Class A common stock outstanding – basic and diluted			60,108,864				44,497,792				28,886,720
Pro forma Class A net loss per share, basic and diluted			(0.23	)			(0.30	)			(0.50	)

____________

(1)      No allocation of undistributed losses to unvested RSUs is reflected as the participating securities have no contractual obligation to share in losses.

(2)      Reflects shares of Presidio Class A Common Stock to be issued to EQVR Intermediate in connection with the EQVR Acquisition

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(3)      The Preferred Investor Warrants are considered outstanding shares of common stock as the shares are issuable for little or no consideration with no conditions that must be met other than the passage of time.

(4)      RSUs assumed vested one year following the Business Combination are considered outstanding shares of common stock as the shares are issuable for little or no consideration with no other conditions that must be met.

The following potential shares of Presidio Common Stock were excluded from the computation of pro forma diluted net income (loss) per share for the nine months ended September 30, 2025:

		Assuming No Redemptions		Assuming Mid-point Contractual Redemptions		Assuming Maximum Contractual Redemptions
EQV Public Warrant Holders(1)		11,666,666		11,666,666		11,666,666
Private Placement Warrant Holders(1)		220,833		220,833		220,833
Earn-Out Shares(2)		1,905,509		1,905,509		1,905,509
Restricted Stock Units(3)		1,023,500		1,023,500		1,023,500
Total		14,816,508		14,816,508		14,816,508

____________

(1)      The Public and Private Placement Warrants are excluded as they are not assumed to be exercised based on the exercise price.

(2)      The Earn-Out Shares are considered contingently issuable shares and are excluded as the specified conditions would not be satisfied if the end of the reporting period were the end of the contingency period.

(3)      The unvested RSUs are excluded as their inclusion is anti-dilutive.

The unaudited pro forma condensed combined financial information has been prepared assuming three alternative levels of redemption for the year ended December 31, 2024:

(in thousands, except share and per share amounts) For the year ended December 31, 2024		Assuming No Redemptions			Assuming Mid-point Contractual Redemptions			Assuming Maximum Contractual Redemptions
Pro forma net income attributable to common shareholders(1)		$	31,004		$	30,443		$	27,233
Public shareholders			35,000,000			19,388,928			3,777,856
Sponsor			6,116,528			6,116,528			6,116,528
BTIG, LLC			262,500			262,500			262,500
EQV Directors			160,000			160,000			160,000
PIH Rollover Holders			4,383,109			4,383,109			4,383,109
PIPE Investors			9,315,217			9,315,217			9,315,217
EQVR Intermediate(2)			3,422,260			3,422,260			3,422,260
Preferred Investor Warrants(3)			937,500			937,500			937,500
Pro forma weighted average Class A common stock outstanding – basic and diluted			59,597,114			43,986,042			28,374,970
Pro forma Class A net income per share, basic and diluted		$	0.52		$	0.69		$	0.96

____________

(1)      Reflects allocation of undistributed earnings to unvested Restricted Stock Units using the two-class method as they have a non-forfeitable right to dividends and are considered participating securities in accordance with ASC 260, Earnings per Share. The two-class method of computing earnings per share is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared and participation rights in undistributed earnings. The participating security holders are not contractually obligated to share in losses.

(2)      Reflects shares of Presidio Class A Common Stock to be issued to EQVR Intermediate in connection with the EQVR Acquisition.

(3)      The Preferred Investor Warrants are considered outstanding shares of common stock as the shares are issuable for little or no consideration with no conditions that must be met other than the passage of time.

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The following potential shares of Presidio Common Stock were excluded from the computation of pro forma diluted net income (loss) per share for the year ended December 31, 2024:

Excluded Securities

		Assuming No Redemptions		Assuming Mid-point Contractual Redemptions		Assuming Maximum Contractual Redemptions
EQV Public Warrant Holders(1)		11,666,666		11,666,666		11,666,666
Private Placement Warrant Holders(1)		220,833		220,833		220,833
Earn-Out Shares(2)		1,905,509		1,905,509		1,905,509
Restricted Stock Units(3)		1,535,250		1,535,250		1,535,250
Total		15,328,258		15,328,258		15,328,258

____________

(1)      The Public and Private Placement Warrants are excluded as they are not assumed to be exercised based on the exercise price.

(2)      The Earn-Out Shares are considered contingently issuable shares and are excluded as the specified conditions would not be satisfied if the end of the reporting period were the end of the contingency period.

(3)      The unvested RSUs are excluded as their inclusion is anti-dilutive.

Note 5 — Supplemental Pro Forma Oil and Natural Gas Reserve Information

Pro forma combined estimated quantities of oil and gas reserves

The following tables present the estimated pro forma combined net proved developed and undeveloped oil and natural gas reserve information as of December 31, 2024, along with a summary of changes in quantities of net remaining proved reserves during the year ended December 31, 2024. The historical information regarding net proved oil and natural gas reserves attributable to PIH and EQVR are based on reserve estimates prepared by Cawley, Gillespie & Associates, Inc., an independent petroleum engineering firm, as of December 31, 2024.

The following estimated pro forma oil and natural gas reserve information is not necessarily indicative of the results that might have occurred had the Business Combination and EQVR Acquisition been completed on December 31, 2024 and is not intended to be a projection of future results. Future results may vary significantly from the results reflected because of various factors, including those described under “Risk Factors.”

Pro Forma Oil Reserves		Historical								Pro Forma Combined
		EQV		PIH			EQVR
		(in MBbls)		(in MBbls)			(in MBbls)			(in MBbls)
Balance at December 31, 2023		—		15,909			997			16,906
Revisions of previous estimates		—		(496	)		(24	)		(520	)
Extensions, discoveries and other additions		—		84			—			84
Production		—		(1,424	)		(106	)		(1,530	)
Purchase of reserves		—		121			—			121
Sale of reserves in place		—		—			—			—
Balance at December 31, 2024		—		14,194			867			15,061
Proved Developed Reserves:
Balance at December 31, 2023		—		15,826			997			16,823
Balance at December 31, 2024		—		14,144			867			15,011
Proved Undeveloped Reserves:
Balance at December 31, 2023		—		83			—			83
Balance at December 31, 2024		—		50			—			50

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Pro Forma Natural Gas Reserves		Historical								Pro Forma Combined
		EQV		PIH			EQVR
		(in MMcf)		(in MMcf)			(in MMcf)			(in MMcf)
Balance at December 31, 2023		—		354,039			50,272			404,311
Revisions of previous estimates		—		(25,642	)		(3,322	)		(28,964	)
Extensions, discoveries and other additions		—		464			—			464
Production		—		(28,013	)		(4,947	)		(32,960	)
Purchase of reserves		—		853			—			853
Sale of reserves in place		—		—			—			—
Balance at December 31, 2024		—		301,701			42,003			343,704
Proved Developed Reserves:
Balance at December 31, 2023		—		352,954			50,272			403,226
Balance at December 31, 2024		—		301,318			42,003			343,321
Proved Undeveloped Reserves:
Balance at December 31, 2023		—		1,085			—			1,085
Balance at December 31, 2024		—		383			—			383

Pro Forma Natural Gas Liquid Reserves		Historical								Pro Forma Combined
		EQV		PIH			EQVR
		(inMBbls)		(inMBbls)			(inMBbls)			(inMBbls)
Balance at December 31, 2023		—		31,556			4,844			36,400
Revisions of previous estimates		—		(2,180	)		(242	)		(2,422	)
Extensions, discoveries and other additions		—		8			—			8
Production		—		(2,460	)		(482	)		(2,942	)
Purchase of reserves		—		187			—			187
Sale of reserves in place		—		—			—			—
Balance at December 31, 2024		—		27,111			4,120			31,231
Proved Developed Reserves:
Balance at December 31, 2023		—		31,458			4,844			36,302
Balance at December 31, 2024		—		27,111			4,120			31,231
Proved Undeveloped Reserves:
Balance at December 31, 2023		—		98			—			98
Balance at December 31, 2024		—		—			—			—

Pro Forma Total Reserves		Historical								Pro Forma Combined
		EQV		PIH			EQVR
		(in MBoe)		(in MBoe)			(in MBoe)			(in MBoe)
Balance at December 31, 2023		—		106,471			14,220			120,691
Revisions of previous estimates		—		(6,948	)		(820	)		(7,768	)
Extensions, discoveries and other additions		—		169			—			169
Production		—		(8,553	)		(1,413	)		(9,966	)
Purchase of reserves		—		450			—			450
Sale of reserves in place		—		—			—			—
Balance at December 31, 2024		—		91,589			11,987			103,576
Proved Developed Reserves:
Balance at December 31, 2023		—		106,109			14,220			120,329
Balance at December 31, 2024		—		91,475			11,987			103,462
Proved Undeveloped Reserves:
Balance at December 31, 2023		—		362			—			362
Balance at December 31, 2024		—		114			—			114

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Notable changes in proved reserves for the year ended December 31, 2024 included the following:

Extensions and Discoveries:    In 2024, total extensions and discoveries for PIH increased proved reserves by 169 MBoe. The primary driver was the addition of proved undeveloped (PUD) locations acquired through a farmout agreement, contributing approximately 114 MBoe. The remaining additions resulted from changes in well utilization and successful partner-operated activity within the basin.

Revisions of Previous Estimates:    In 2024, revisions of previous estimates for PIH resulted in a net decrease of 6.9 MBoe. Of this reduction, 5.8 MMBoe was due to lower SEC pricing, while 1.1 MMBoe reflected unfavorable economic conditions, including the refinement of workover program timing, midstream facility interruptions, and the restructuring of proved developed non-producing (PDNP) wells. Revisions of previous estimates for EQVR resulted in a net decrease of 0.8 MMBoe. Of this reduction, 0.9 MMBoe was attributable to lower SEC pricing, counteracted by improvements in recovery resulting in an additional 0.1 MMBoe.

Acquisition of reserves:    In 2024, purchases of reserves for PIH totaled 450 MBoe due to acquisition of incremental interests in proved developed oil and gas properties primarily operated by PIH.

Pro forma combined discounted future net cash flows

The pro forma standardized measure related to proved oil, gas and NGL reserves is summarized below. This summary is based on a valuation of proved reserves using discounted cash flows based on SEC pricing applicable for each year, costs and economic conditions and a 10% discount rate. The additions to proved reserves from new discoveries and extensions and the impact of changes in prices and costs associated with proved reserves could vary significantly from year to year. Accordingly, the information presented below is not an estimate of fair value and should not be considered indicative of any trends.

The pro forma standardized measure of discounted future cash flows does not purport, nor should it be interpreted to present, estimates of the fair value of the properties. An estimate of fair value would also take into account, among other things, the recovery of reserves not presently classified as proved, anticipated future changes in prices and costs and a discount factor more representative of the time value of money and risks inherent in reserve estimates.

The following summary sets forth the standardized measure of future net cash flows relating to proved oil and gas reserves as of December 31, 2024:

(in thousands)		Historical											Pro Forma Adjustments(2)				Pro Forma Combined
		EQV			PIH				EQVR
Future cash inflows		$	—		$	2,257,985			$	196,799			$	—			$	2,454,784
Future production costs			—			(1,329,708	)			(97,833	)			—				(1,427,541	)
Future development costs			—			(148,324	)			(20,581	)			—				(168,905	)
Future net cash flows before income tax		$	—		$	779,953			$	78,385			$	—			$	858,338
Future income tax expense(1)			—			(1,807	)			—				(70,716	)			(72,523	)
Future net cash flows		$	—		$	778,146			$	78,385			$	(70,716	)		$	785,815
10% annual discount for estimated timing of cash flows			—			(286,251	)			(27,694	)			26,853				(287,092	)
Standardized measure of discounted future net cash flows		$	—		$	491,895			$	50,691			$	(43,863	)		$	498,723

____________

(1)      Historical future net cash flows do not include the effects of income taxes on future revenues because it was a limited liability company not subject to entity-level income taxation as of December 31, 2024. Accordingly, no provision for federal or state corporate income taxes has been provided historically because taxable income was passed through to the PIH and EQVR equity members.

(2)      The pro forma adjustments reflect the impact of the entity-level income taxation that would have been applicable to the Company as of December 31, 2024, on an undiscounted and discounted basis, based on an estimated 22.4% blended statutory U.S. federal and state tax rate.

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Sources of change in pro forma combined discounted future net cash flows

The principal changes in the pro forma consolidated standardized measure of discounted future net cash flows relating to proved reserves for the year ended December 31, 2024, are as follows:

(in thousands)		Historical											Pro Forma Adjustments(1)				Pro Forma Combined
		EQV			PIH				EQVR
Sales of oil and gas, net of production costs		$	—		$	(103,457	)		$	(10,513	)		$	—			$	(113,970	)
Net changes in prices and production costs			—			(74,382	)			(15,751	)			—				(90,133	)
Changes in future development costs			—			(371	)			—				—				(371	)
Extensions, discoveries and other additions			—			3,139				—				—				3,139
Development costs incurred during the period			—			—				—				—				—
Revisions of previous quantity estimates			—			(41,824	)			(4,189	)			—				(46,013	)
Purchases of reserves-in-place			—			3,968				—				—				3,968
Sale of reserves-in-place			—			—				—				—				—
Changes in production rates			—			2,591				(1,340	)			—				1,251
Accretion of discount			—			63,940				7,499				—				71,439
Net change in income taxes			—			349				—				(43,863	)			(43,514	)
Other changes			—			—				—				—				—
Net increase (decrease)		$	—		$	(146,047	)		$	(24,294	)		$	(43,863	)		$	(214,204	)
Beginning of year			—			637,942				74,986				—				712,928
End of year		$	—		$	491,895			$	50,692			$	(43,863	)		$	498,724

____________

(1)      The pro forma adjustments reflect the impact of the entity-level income taxation that would have been applicable to the Company as of December 31, 2024, on an undiscounted and discounted basis, based on an estimated 22.4% blended statutory U.S. federal and state tax rate.

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BUSINESS OF EQV AND CERTAIN INFORMATION ABOUT EQV

Our Company and the EQV Group

We are a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this proxy statement/prospectus as our initial business combination. Our team has a history of executing transactions in multiple geographies and under varying economic and financial market conditions.

Our Sponsor is an affiliate of the EQV Group, a group of companies focused on the acquisition, management and optimization of predictable cash-flowing asset bases across the traditional energy spectrum. The EQV Group seeks to acquire mature, long-life and low-decline upstream producing oil & gas assets and related midstream infrastructure within the overlooked basins of North America and Europe. The EQV Group’s mission is to provide unprecedented direct access to a diversified portfolio of proved developed producing assets in a highly optimized, transparent and cost-effective structure. As of September 30, 2025, the EQV Group owned and managed approximately 1,800 oil and gas properties across ten U.S. states and 16 basins with an active network of over 100 operating partners. Our management team and the investment professionals at the EQV Group have extensive experience in executing complex and unconventional transactions, navigating the public and private capital markets and developing long-lasting partnerships with stakeholders, all while emphasizing asset optimization and strategically mitigating industry volatility by proactively hedging long-term commodity exposure.

We believe our dedicated team of over seventy individuals has the required investment, operational, due diligence and capital raising resources to effect a business combination with an attractive target and to position it for long-term success in the public markets. Our objective is to consummate our initial business combination with such a business and to enhance stakeholder value by pursuing additional accretive acquisitions, implementing operational improvements and growing the business’ production base.

As of January 8, 2026, we have neither engaged in any operations nor generated any revenue to date. Based on our business activities, EQV is a “shell company” as defined under the Exchange Act because we have no operations and nominal assets consisting almost entirely of cash.

Our executive offices are located at 1090 Center Drive, Park City, UT 84098, and our telephone number is 405-870-3781. Our corporate website address is https://www.eqvventures.com. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus. You should not rely on any such information in making your decision whether to invest in our securities.

Company History

EQV was incorporated as a Cayman Islands exempted company on April 15, 2024. On April 19, 2024, Sponsor, paid $25,000 to cover certain offering and formation costs of EQV in consideration of 10,062,500 Class B Shares. As of August 13, 2025, our Sponsor owned 8,750,000 Class B Shares.

On August 8, 2024, we consummated the IPO of 35,000,000 Public Units, at $10.00 per Public Unit, generating gross proceeds of $350,000,000. Each whole EQV public warrant entitles the holder of such EQV public warrants to purchase one Class A Share at a price of $11.50 per share, subject to certain adjustments.

Simultaneously with the closing of the IPO, EQV consummated the sale of (i) 400,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor, generating gross proceeds of $4,000,000, and (ii) 262,500 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement to BTIG, generating gross proceeds of $2,625,000.

Beginning September 27, 2024, holders of the Public Units may elect to separately trade the Class A Shares and the EQV public warrants included in the Public Units. Those Public Units not separated continue to trade on the NYSE under the symbol “FTW U” and the Class A Shares and EQV public warrants that are separated trade under the symbols “FTW” and “FTW WS,” respectively.

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Our Business Strategy and Competitive Advantage

Our acquisition and value creation strategy is to identify, acquire and, after our initial business combination, build a company in the broadly defined and established energy industry, primarily targeting the upstream exploration and production sector, which we believe is comprised of hundreds of producers with free cash flow generative assets. We plan to identify, acquire and maximize the value of an E&P company that has low-risk, high-quality proved developed producing assets with remaining upside potential, strong industry relationships, and an experienced management team, and which in either case, will support our primary objective to maximize cash distributions to shareholders, while minimizing operating, commodity and capital market risks. Our focus on E&P companies with high-quality hydrocarbon producing assets will allow us to identify assets with meaningful internal rate of returns, low corporate overhead, diversity of wellbore value, insulation from supply chain issues and high cash flow visibility, among other beneficial investment factors. We believe we provide a desirable transaction alternative for E&P companies that are facing limited access to capital and private equity funds in need of liquidity.

Additionally, our value creation strategy includes our objective to optimize the pro forma capital structure of a target while deploying hedging strategies and systematic long-term commodity risk management. We plan to execute on this strategy with the help of our management team’s and the EQV Group’s experience structuring and navigating complex capital structures that maximize cash proceeds, while preserving the maximization of cash distributions, and proactively hedging long-term commodity exposure to mitigate volatility risk. Moreover, we plan to focus on risk insulation through diversification, including, but not limited to, diversification of producing assets, basins, commodities and sale markets.

Past performance of the EQV Group or funds of the EQV Group is not a guarantee of success with respect to any business combination we may consummate. You should not rely on the historical record of the EQV Group or funds of the EQV Group or our management’s performance as indicative of our future performance.

Sponsor Information

The Sponsor, EQV Ventures Sponsor LLC, is a Delaware limited liability company and an affiliate of EQV Group. Although the Sponsor is permitted to undertake any activities permitted under Delaware law and other applicable law, the Sponsor’s business is focused on investing in EQV. In addition, the Sponsor provides office space, utilities, secretarial support and administrative services to EQV. Our Sponsor is controlled by Jerry Silvey, Jerome C. Silvey, Jr. and Tyson Taylor as managers of Sponsor. Each of Jerry Silvey, Tyson Taylor and Will Smith, who serves as EQV’s Chief Investment Officer, have a direct or indirect economic interest in the Sponsor which is approximately 37.65%, 16.41% and 13.09%, respectively. For more information about the Sponsor and its controlling persons please see the section of this proxy statement/prospectus entitled “Beneficial Ownership of Securities.”

Experience with other SPACs

An affiliate of the EQV Group also formed and sponsored EQV Acquisition Corp. II (“EQV II”), a blank check company that was formed to consummate an initial business combination. EQV II completed its initial public offering in July 2025, in which it sold 46,000,000 units, each consisting of one Class A ordinary share of EQV II and one-third of one redeemable warrant to purchase one Class A ordinary share of EQV II, for an offering price of $10.00 per unit, generating aggregate proceeds of $460,000,000. EQV II intends to target businesses operating in the U.S., Europe or other international markets, and therefore expects to focus its search on a broader set of potential business combination opportunities, as compared to EQV. EQV II may pursue business combination targets that EQV’s management team has considered and/or with which it may have had discussions.

Jerry Silvey, Chief Executive Officer and Director of EQV, also serves as the Chief Executive Officer and Director of EQV II.

Tyson Taylor, President, Chief Financial Officer and Director of EQV, also serves as the President, Chief Financial Officer and Director of EQV II.

Mickey Raney, Chief Operating Officer of EQV, also serves as the Chief Operating Officer of EQV II.

Danny Murray, Chief Accounting Officer and Secretary of EQV, also serves as the Chief Accounting Officer and Secretary of EQV II.

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Grant Raney, Executive Vice President of EQV, also serves as the Executive Vice President of EQV II.

Andrew McKinley, Chief Strategy Officer of EQV, also serves as the Chief Strategy Officer of EQV II.

Will Smith, Chief Investment Officer of EQV, also serves as the Chief Investment Officer of EQV II.

Jerome C. Silvey, Jr., Bryan Summers, Andrew Blakeman and Marc Peperzak, each a director of EQV, also serve as a director of EQV II.

Other than their involvement discussed above, none of EQV’s officers or directors, the Sponsor, nor any of its affiliates, have had previous management experience with blank check companies or special purpose acquisition companies.

Sponsor Compensation

The following table sets forth the securities issued by EQV to the Sponsor and EQV’s directors:

				Initial Investment									Compensation upon Closing
Note		Date		Holder of Consideration		Source of Consideration		Initial Investment ($)			EQV Securities (#)		Presidio Securities to be Received at Closing (#)		Value per Presidio Security ($)			Net Consideration in the Aggregate as of Closing ($)
1		April 19, 2024		Sponsor		Class B Shares		$	25,000		8,750,000		7,622,037		$	10.37		$	79,458,592.55
2		July 3, 2025		Sponsor		Class A Shares		$	4,000,000		400,000		400,000		$	10.37		$	148,000.00
3		July 3, 2025		Sponsor		EQV private placement warrants			—		133,333		133,333		$	0.47		$	62,666.51
4		May 22, 2024		EQV Directors		Class A Shares			—		160,000		160,000		$	10.37		$	1,659,200

____________

(1)      On April 19, 2024, the Sponsor paid $25,000 to cover certain of EQV’s offering costs in consideration of 10,062,500 Class B Shares, of which 1,312,500 Class B Shares were forfeited by the Sponsor when the IPO underwriter’s over-allotment option was not exercised. Upon the Closing, the Sponsor is expected to receive up to 7,622,037 shares of Presidio Class A Common Stock, with an implied aggregate market value of approximately $80,107,609 (based on the January 8, 2026 Closing Price) to be issued upon the conversion of 7,622,037 Class B Shares currently held by the Sponsor, giving effect to the Class B Contribution and including 1,905,509 Earn-Out Shares subject to vesting as though such shares were vested immediately upon the Closing.

(2)      On July 3, 2025, the Sponsor paid $4,000,000 in consideration of 400,000 Private Placement Units. 400,000 Class A Shares underly the Private Placement Units. Upon the Closing, the Sponsor is expected to receive 400,000 shares of Presidio Class A Common Stock with an implied aggregate market value of approximately $4,204,000 (based on the January 8, 2026 Closing Price) to be issued upon the conversion of 400,000 Class A Shares currently held by the Sponsor as part of the Private Placement Units.

(3)      On July 3, 2025, the Sponsor paid $4,000,000 in consideration of 400,000 Private Placement Units. 133,333 EQV private placement warrants underly the Private Placement Units. Upon the Closing, the Sponsor is expected to receive 133,333 Presidio private placement warrants with an implied aggregate market value of approximately $62,667 (based on the January 8, 2026 Closing Price) to be issued upon the conversion of 133,333 EQV private placement units currently held by the Sponsor as part of the Private Placement Units.

(4)      On May 22, 2024, EQV issued 40,000 Class A Shares to each of Jerome C. Silvey, Jr., Bryan Summers, Andrew Blakeman and Marc Peperzak. Upon the Closing, each of Jerome C. Silvey, Jr., Bryan Summers, Andrew Blakeman and Marc Peperzak are each expected to receive 40,000 shares of Presidio Class A Common Stock to be issued upon the conversion of their 40,000 Class A Shares.

Transfer Restrictions

Sponsor Letter Agreement

Pursuant to the terms and conditions of the Sponsor Letter Agreement, 1,905,509 of the Sponsor’s equity interests in EQV will be restricted from transfer for a period ending on the earlier of the date (i) that is 12 months following the Closing Date and (ii) upon which Presidio completes a liquidation, merger, share exchange or other similar transaction following the Closing Date that results in all the equityholders of Presidio having the right to exchange their shares of Presidio Class A Common Stock for cash, securities or other property, subject to customary exceptions and potential early-release 150 days after the Closing based on the stock price sustaining specified price thresholds for 20 trading days within any 30 consecutive trading-day period.

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Registration Rights and Stockholders’ Agreement

Pursuant to the terms of the Registration and Stockholders’ Rights Agreement, the Registration Rights Parties agreed, subject to the terms provided therein, that each such party will not transfer any of its registrable securities under the Registration and Stockholders’ Rights Agreement for a period ending 180 days after the Closing.

Under the Sponsor Letter Agreement and the Registration and Stockholders’ Rights Agreement, the Sponsor and certain other parties are and will be restricted in its ability to transfer, assign, or sell its securities, as summarized in the table below:

Subject Securities and Source of Restriction		Expiration Date		Terms of Early Expiration		Natural Persons and Entities Subject to Restrictions		Exceptions to Transfer Restrictions
Sponsor Letter Agreement Class A Shares and Class B Shares		Closing		—		Sponsor Jerry Silvey Tyson Taylor Mickey Raney Danny Murray Grant Raney Andrew McKinley Will Smith Jerome C. Silvey, Jr. Bryan Summers Andrew Blakeman Marc Peperzak		Certain customary permitted transfers, including transfers to certain affiliates, family members, for estate planning purposes, certain private sales to facilitate the consummation of the Business Combination, pro rata distributions from the Sponsor to its members, partners or stockholders or liquidation or dissolution of the Sponsor.
Sponsor Letter Agreement Shares of Presidio Class A Common Stock issuable upon conversion of Class A Shares and Class B Shares		The earlier of the date (i) that is 12 months following the Closing Date and (ii) upon which Presidio completes a liquidation, merger, share exchange or other similar transaction following the Closing Date that results in all the equityholders of Presidio having the right to exchange their shares of Presidio Class A Common Stock for cash, securities or other property, subject to customary exceptions and potential early-release 150 days after the Closing based on the stock price sustaining specified price thresholds for 20 trading days within any 30 consecutive trading-day period.		If, following the Closing, the last sale price of a share of Presidio Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing 150 days after the Closing, equals or exceeds $12.00 per share, then Sponsor may transfer any of its securities without restriction.		Sponsor		Transfers to any Permitted Transferees or in connection with a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction which results in all of Presidio’s shareholders having the right to exchange their shares of common stock in connection therewith for cash, securities or other property subsequent to the Closing Date.

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Subject Securities and Source of Restriction		Expiration Date		Terms of Early Expiration		Natural Persons and Entities Subject to Restrictions		Exceptions to Transfer Restrictions
Registration Rights and Stockholders’ Agreement Shares of Presidio Class A Common Stock (i) issuable upon conversion of Class A Shares and Class B Shares and (ii) shares of Presidio Class A Common Stock issuable upon exercise of Presidio private placement warrants		180 days after the Closing.		—		Sponsor Jerry Silvey Tyson Taylor Mickey Raney Danny Murray Grant Raney Andrew McKinley Will Smith Jerome C. Silvey, Jr. Bryan Summers Andrew Blakeman Marc Peperzak

Officers and Directors

EQV’s officers and directors are as follows:

Name		Age		Position
Jerry Silvey		33		Chief Executive Officer and Director
Tyson Taylor		44		President, Chief Financial Officer and Director
Mickey Raney		68		Chief Operating Officer
Danny Murray		42		Chief Accounting Officer and Secretary
Grant Raney		37		Executive Vice President
Andrew McKinley		34		Chief Strategy Officer
Will Smith		33		Chief Investment Officer
Jerome C. Silvey, Jr.		68		Director
Bryan Summers		47		Director
Andrew Blakeman		58		Director
Marc Peperzak		77		Director

Jerry Silvey serves as Chief Executive Officer of EQV and serves on the EQV Board. Mr. Silvey is currently the Chief Executive Officer and Chairman of the EQV Group, which he founded in 2022. Mr. Silvey is also currently Chief Executive Officer of EQV Ventures Acquisition Corp. II, an affiliate of the EQV Group. From 2016 to 2022, Mr. Silvey served as a senior investment professional in the Energy & Infrastructure group at Magnetar Capital LLC, where he was responsible for the execution and management of over $2 billion of highly structured direct investments across the energy asset spectrum. Previously, Mr. Silvey was a member of the energy global investment banking group at the Royal Bank of Canada specializing in the acquisition, divestment and restructuring of upstream oil and gas assets. Mr. Silvey holds a Bachelor of Business Administration in Energy Finance from Southern Methodist University. We believe that Mr. Silvey’s industry background and investment experience qualifies him to effectively serve as a member of the EQV Board.

Tyson Taylor serves as President and Chief Financial Officer of EQV and serves on the EQV Board. Mr. Taylor is currently the President and a director of the EQV Group, a position he has held since 2022. Mr. Taylor is also currently President and Chief Financial Officer of EQV Ventures Acquisition Corp. II, an affiliate of the EQV Group. From 2015 to 2022, Mr. Taylor served as Counsel to Magnetar Capital LLC, where he operated as lead counsel for the Energy & Infrastructure group, managing all legal aspects of the funds, including transaction execution, fund compliance and fund management. Previously, Mr. Taylor was the General Counsel and Corporate Secretary at Star

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Peak Corp II, a blank check company that completed its business combination with Benson Hill, Inc. (NYSE: BHIL) in September 2021, and Secretary and General Counsel at Star Peak Energy Transition Corporation, a blank check company that completed a business combination with Stem, Inc. (NYSE: STEM) in April 2021. Mr. Taylor was an attorney with Kirkland & Ellis LLP from 2013 to 2015 and Simpson Thacher & Bartlett LLP from 2010 to 2013. He holds a Masters in Finance from the London Business School, a Juris Doctorate from the University of Pennsylvania Carey Law School and a Bachelor of Arts in Economics from Brigham Young University. We believe that Mr. Taylor’s financial and legal experience and industry background qualifies him to effectively serve as a member of the EQV Board.

Mickey Raney serves as Chief Operating Officer of EQV. Mr. Raney is currently the Chief Operating Officer of the EQV Group, a position he has held since 2023, as well as a Co-founder of Impact Energy Partners, LLC, which was founded in 2015. Mr. Raney is also currently Chief Operating Officer of EQV Ventures Acquisition Corp. II, an affiliate of the EQV Group. Mr. Raney has more than 40 years of diversified experience across multiple oil and gas basins in North America. Mr. Raney has made several hundred acquisitions in his career and uses his knowledge and experience to oversee due diligence and establish processes and procedures for a successful transition of operations. Mr. Raney is a Registered Professional Engineer in both Oklahoma and Texas and a life member of the Society of Petroleum Engineers (SPE). He holds a Bachelor of Science from Oklahoma State University.

Danny Murray serves as Chief Accounting Officer and Secretary of EQV. Mr. Murray is currently the Chief Accounting Officer for the EQV Group, a position he has held since 2023, and the Chief Financial Officer for Impact Energy Operating, LLC, a position he has held since 2018. Mr. Murray is also currently Chief Accounting Officer and Secretary of EQV Ventures Acquisition Corp. II, an affiliate of the EQV Group. Mr. Murray has 19 years of experience working in the oil and gas industry. Mr. Murray started his career at Chesapeake Energy, where he held multiple leadership positions in the tax and accounting departments from 2006 to 2017. Mr. Murray holds a Bachelor of Science in Business Administration in Accounting from Oklahoma State University and a Masters of Accountancy from Oklahoma Christian University and is a Certified Public Accountant.

Grant Raney serves as Executive Vice President of EQV. Mr. Raney is also currently Executive Vice President of EQV Ventures Acquisition Corp. II, an affiliate of the EQV Group. Mr. Raney is currently the Vice President of Land and director of the EQV Group, a position he has held since 2023, as well as a Co-founder of Impact Energy Partners, LLC, which was founded in 2015. In 2023, Mr. Raney was named Landman of the Year by his peers through the Oklahoma City Association of Professional Landman. Mr. Raney is a former senior land professional at Chesapeake Energy. Mr. Raney is very involved in his community and currently serves as chairman of the website committee for the Oklahoma City Association of Professional Landman and serves on the board for the Oklahoma City chapter of Youth For Christ. He holds a Bachelors in Business Administration with emphasis in Energy Management from the University of Oklahoma and is a Certified Professional Landman.

Andrew McKinley serves as Chief Strategy Officer of EQV. Mr. McKinley is also currently Chief Strategy Officer of EQV Ventures Acquisition Corp. II, an affiliate of the EQV Group. Mr. McKinley is currently a Partner and Head of Business Development for the EQV Group, a position he has held since 2024. From 2022 to 2024, Mr. McKinley served at William Blair & Company, where he advised on GP-Led secondaries transactions. From 2016 to 2022, Mr. McKinley worked at Credit Suisse and held roles across the SPAC Advisory and Global Technology, Media & Telecom Investment Banking Groups, advising on various M&A and capital markets transactions. Mr. McKinley holds a Bachelor of Science in Finance from Brigham Young University.

Will Smith serves as Chief Investment Officer of EQV. Mr. Smith is also currently Chief Investment Officer of EQV Ventures Acquisition Corp. II, an affiliate of the EQV Group. Mr. Smith is currently a Partner of the EQV Group, a position he has held since 2024. Prior to joining the EQV Group, Mr. Smith was a senior investment professional with Crestline Investors, Inc. from 2021 to 2024, a credit-focused alternative asset manager providing tailored financing solutions to companies across a range of industries. Mr. Smith began his career at Goldman Sachs as a member of the Global Natural Resources Group, where he was part of a team that provided capital markets and M&A advisory to businesses in all verticals of the oil and gas industry. Thereafter, Mr. Smith held various roles at Tailwater Capital LLC from 2017 to 2019 and Bison Water Midstream from 2019 to 2021, where he oversaw a range of investments in the upstream and midstream sectors. Mr. Smith holds a Bachelor of Business Administration in Energy Finance from Southern Methodist University.

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Jerome C. Silvey, Jr. serves on the EQV Board and serves as a member of our nominating committee. Mr. Silvey, Jr. is also currently a member of the board of directors of EQV Ventures Acquisition Corp. II, an affiliate of the EQV Group. Mr. Silvey, Jr. is currently Vice Chairman at Starwood Capital Group, a real estate private equity firm with over $100 billion in assets under management. Mr. Silvey, Jr. joined Starwood Capital in 1993 and has had many responsibilities including overseeing all of the firm’s investor relations, debt financing, equity fundraising, treasury operations, accounting and investor reporting and tax planning and compliance, including over 20 years on the Executive, Acquisition and Disposition Committees. Prior to joining Starwood Capital Group, Mr. Silvey, Jr. worked for 13 years with Price Waterhouse. He has had a number of roles in charitable professional and community organizations such as Chairman of the Board of Directors of the Fisher Island Club, Director of Fisher Island Gives, Chairman of the Board of the Stamford Museum & Nature Center, and Chairman of the NCREIF/PREA Reporting Standards Board. Mr. Silvey, Jr. received a Bachelor of Arts in Mathematical Economics from Colgate University and a Master of Business Administration from Rutgers Business School. We believe that Mr. Silvey, Jr.’s leadership experience, skills and background qualifies him to effectively serve as a member of the EQV Board.

Bryan Summers serves on the EQV Board, serves as a member of our audit committee, and serves as the chair of our nominating committee and compensation committee. Mr. Summers is also currently a member of the board of directors of EQV Ventures Acquisition Corp. II, an affiliate of the EQV Group. Mr. Summers leads Burtonwood Advisors, a real asset private equity consultancy focused on helping emerging firms navigate the institutional investor market, where he has served since 2023. He advises early-stage private equity firms on strategy, communications, structuring, and market intelligence. Prior to founding Burtonwood, he headed the private Energy, Mining, Infrastructure and Energy Transition Portfolios at Utah Retirement Systems from 2015 to 2023. He led the team in manager structuring, sourcing, due diligence, and instituted a direct investment program in both the traditional and alternative energy sectors. Prior to joining Utah Retirement Systems, Mr. Summers worked for Callan Associates, a leading institutional investor consulting firm, from 2009 to 2015. He assisted some of the largest U.S. pension funds with asset allocation, manager structure, manager search and other strategic projects. Mr. Summers started his career in the U.S. Air Force as a budget analyst and then worked in Deloitte’s tax group. Mr. Summers holds a Bachelor of Science in Economics and a minor in Russian from the U.S. Air Force Academy and a Master of Science in Finance from the University of Utah. He is a Chartered Financial Analyst charterholder and a Certified Public Accountant. We believe that Mr. Summer’s financial and accounting experience, including that related to the energy industry, qualifies him to effectively serve as a member of the EQV Board.

Andrew Blakeman serves on the EQV Board, serves as a member of our nominating committee, and serves as the chair of our audit committee. Mr. Blakeman is also currently a member of the board of directors of EQV Ventures Acquisition Corp. II, an affiliate of the EQV Group. Mr. Blakeman is currently the Chief Financial Officer of STRYDE Ltd., a seismic acquisition equipment manufacturer spun out of BP p.l.c.’s (“BP”) research and development program, a position he has held since November 2019. From March 2008 to March 2023, Mr. Blakeman held various non-executive director and audit committee chair roles in the UK National Health Service (“NHS”), including at NHS Blood & Transplant, Milton Keynes University Hospital (where he served as deputy chair of the board of directors), and the Bedfordshire, Luton and Milton Keynes Integrated Care Board. Mr. Blakeman trained as an accountant at Touche Ross & Co (now Deloitte LLP), and spent most of his career with BP, an integrated oil company, where he held various financial leadership positions, including Chief Financial Officer of BP Shipping from March 2006 to March 2009, Head of Control for Refining and Marketing from September 2009 to September 2011, and Chief Financial Officer of UK Fuels Retailing from September 2011 to March 2016. Mr. Blakeman is a chartered accountant and a fellow of the Institute of Chartered Accountants in England and Wales. Mr. Blakeman holds a Bachelor of Science in Economics from the London School of Economics and a Masters of Science in Finance from London Business School. We believe that Mr. Blakeman’s financial and accounting experience, including that related to the energy industry, qualifies him to effectively serve as a member of the EQV Board.

Marcus (“Marc”) Peperzak serves on the EQV Board and serves as a member of our audit committee. Mr. Peperzak is also currently a member of the board of directors of EQV Ventures Acquisition Corp. II, an affiliate of the EQV Group. Mr. Peperzak is currently the Executive Chairman & Founder of Aurora Organic Dairy, a position he has held since 2003. Aurora Organic Dairy is the nation’s leading organic private-label dairy supplier. Mr. Peperzak founded Aurora Dairy Corporation in 1976, which became one of the leading and largest dairy operators in the United States. In 2003, Mr. Peperzak focused Aurora Dairy Corporation exclusively on organic dairy production, ultimately resulting in the founding of Aurora Organic Dairy. Prior to establishing Aurora Organic Dairy, Mr. Peperzak was a co-founder and active Chairman of Horizon Organic Dairy, the nation’s leading branded organic dairy producer. Mr. Peperzak has also served as an international dairy industry consultant in Oman, Pakistan, Iran, Mexico, Belize

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and Russia. Throughout his career, Mr. Peperzak has served on numerous non-profit and corporate boards, and has assisted in the creation of several businesses. Mr. Peperzak was the founding director of First Bank of Idaho, GF&C and Headwaters MB. Mr. Peperzak received a dual Bachelor of Science degree in Business and Engineering from the University of California at Berkeley. We believe that Mr. Peperzak’s board experience and expertise in business development qualifies him to effectively serve as a member of the EQV Board.

Number and Terms of Office of Officers and Directors

The EQV Board consists of six members. The EQV Board is divided into three classes, with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first annual shareholder meeting) serving a three-year term. In accordance with the NYSE corporate governance requirements, we are not required to hold an annual shareholder meeting until one year after our first fiscal year end following our listing on the NYSE. The term of office of the first class of directors, consisting of Jerry Silvey and Bryan Summers, will expire at our first annual shareholder meeting. The term of office of the second class of directors, consisting of Tyson Taylor and Andrew Blakeman, will expire at our second annual shareholder meeting. The term of office of the third class of directors, consisting of Jerome C. Silvey, Jr. and Marc Peperzak, will expire at our third annual shareholder meeting.

Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by the vote of a majority of the remaining directors.

Our officers are appointed by the EQV Board and serve at the discretion of the EQV Board, rather than for specific terms of office. The EQV Board is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our Existing Governing Documents provide that our officers may consist of one or more chairman of the board, chief executive officer, president, chief financial officer, vice presidents, secretary, treasurer and such other offices as may be determined by the EQV Board.

EQV’s officers are appointed by the EQV Board and serves at the discretion of the EQV Board, rather than for specific terms of office. The EQV Board is authorized to appoint persons to the offices set forth in EQV’s Existing Governing Documents as it deems appropriate. EQV’s Existing Governing Documents will provide that EQV’s officers may consist of one or more Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Vice Presidents, Secretary, Treasurer and such other offices as may be determined by the EQV Board.

Director Independence

NYSE listing standards require that a majority of the EQV Board be independent. EQV is a “controlled company” within the meaning of the NYSE rules prior to the consummation of the Business Combination. As a controlled company, EQV is not required to comply with the NYSE rules that require that a majority of its board of directors be independent. An “independent director” is defined generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). The EQV Board has determined that each of Bryan Summers, Andrew Blakeman and Marc Peperzak is an “independent director” as defined in the NYSE listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Executive Officer and Director Compensation

None of EQV’s executive officers have received any cash compensation from EQV for services rendered to us. Commencing on the date that EQV’s securities were first listed on the NYSE through the earlier of consummation of EQV’s initial business combination and EQV’s liquidation, EQV will reimburse an affiliate of EQV’s Sponsor for office space, utilities, secretarial support and administrative services provided to us in the amount of $30,000 per month. In addition, EQV’s Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on EQV’s behalf. In addition, certain affiliates of EQV’s Sponsor will be entitled to reimbursement for any out-of-pocket expenses (or an allocable portion thereof), to the extent that such affiliates incur expenses for services provided to us before EQV’s initial business combination. EQV’s audit committee will review on a quarterly basis all payments that were made to EQV’s Sponsor, EQV’s officers or directors or EQV or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the Trust Account, including permitted withdrawals. Other than quarterly audit committee review of such reimbursements, EQV does not expect to have any additional controls in place governing EQV’s reimbursement

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payments to EQV’s directors and executive officers for their out-of-pocket expenses incurred in connection with EQV’s activities on EQV’s behalf. In addition, EQV issued 40,000 Class A Shares to each of EQV’s non-executive directors (160,000 Class A Shares in total) in connection with their nomination as a director of EQV. Other than these payments and reimbursements and fees paid in cash to our independent directors as described below, no compensation of any kind, including finder’s and consulting fees, will be paid by EQV to EQV’s Sponsor, executive officers and directors, or any of their respective affiliates, prior to the completion of the Business Combination.

After the completion of the Business Combination, directors or executive officers who remain with us may be paid consulting or management fees from Presidio. EQV has not established any limit on the amount of such fees that may be paid by Presidio to our directors or executive officers. Any compensation to be paid to EQV’s executive officers will be determined, or recommended to the EQV Board for determination, either by a compensation committee or by a majority of the independent directors on the EQV Board.

EQV does not intend to take any action to ensure that EQV’s directors and executive officers maintain their positions with us after the consummation of the Business Combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with EQV after the Business Combination. EQV is not party to any agreements with EQV’s executive officers and directors that provide for benefits upon termination of employment.

Committees of the Board of Directors

The EQV Board has three standing committees: an audit committee, a nominating committee and a compensation committee. Because EQV is a “controlled company” under applicable NYSE rules, it is not required to have a compensation committee composed of independent directors or a nominating committee composed of independent directors. Subject to phase-in rules and a limited exception, the rules of the NYSE and Rule 10A of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. The charter of each committee is available on our website.

Audit Committee

We have established an audit committee of the EQV Board. Andrew Blakeman, Bryan Summers and Marc Peperzak serve as members of our audit committee. Under the NYSE listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. The EQV Board has determined that Andrew Blakeman, Bryan Summers and Marc Peperzak are independent under the NYSE listing standards and applicable SEC rules. Andrew Blakeman serves as the chairperson of the audit committee. Each member of the audit committee is financially literate and the EQV Board has determined that Andrew Blakeman qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

The audit committee is responsible for:

•        meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems;

•        monitoring the independence of the independent registered public accounting firm;

•        verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

•        inquiring and discussing with our directors and executive officers our compliance with applicable laws and regulations;

•        pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;

•        appointing or replacing the independent registered public accounting firm;

•        determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between our directors and executive officers and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

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•        establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies;

•        monitoring compliance on a quarterly basis with the terms of the IPO and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of the IPO; and

•        reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by the EQV Board, with the interested director or directors abstaining from such review and approval.

Nominating Committee

We have established a nominating committee of the EQV Board. Jerome C. Silvey, Jr., Bryan Summers and Andrew Blakeman serve as members of our nominating committee. Bryan Summers serves as the chairperson of the nominating committee. Because EQV is a “controlled company” under applicable NYSE rules, it is not required to have a nominating committee composed of independent directors. The EQV Board has determined that Bryan Summers and Andrew Blakeman are independent.

The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on the EQV Board. The nominating committee considers persons identified by its members, directors, executive officers, shareholders, investment bankers and others.

Guidelines for Selecting Directors

The guidelines for selecting directors generally provide that persons to be nominated:

•        should have demonstrated notable or significant achievements in business, education or public service;

•        should possess the requisite intelligence, education and experience to make a significant contribution to the EQV Board and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and

•        should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.

The nominating committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating committee does not distinguish among nominees recommended by shareholders and other persons.

Compensation Committee

We have established a compensation committee of the EQV Board. The sole member of our compensation committee is Bryan Summers, who serves as chairperson of the compensation committee.

Because EQV is a “controlled company” under applicable NYSE rules, it is not required to have a compensation committee composed of independent directors. The EQV Board has determined that Bryan Summers is independent. Our compensation committee charter details the principal functions of the compensation committee, including:

•        reviewing and approving on an annual basis the corporate goals and objectives relevant to EQV’s Chief Executive Officer’s compensation, evaluating EQV’s Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of EQV’s Chief Executive Officer based on such evaluation;

•        reviewing and approving the compensation of all of EQV’s other Section 16 executive officers;

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•        reviewing EQV’s executive compensation policies and plans;

•        implementing and administering EQV’s incentive compensation equity-based remuneration plans;

•        assisting EQV’s directors and executive officers in complying with our proxy statement and annual report disclosure requirements;

•        approving all special perquisites, special cash payments and other special compensation and benefit arrangements for EQV’s executive officers and employees;

•        producing a report on executive compensation to be included in EQV’s annual proxy statement; and

•        reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC.

Compensation Committee Interlocks and Insider Participation

None of EQV’s executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on EQV’s board of directors.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics applicable to our directors, officers and employees. A copy of the Code of Business Conduct and Ethics is posted on our website and a copy will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Business Conduct and Ethics in a Current Report on Form 8-K.

Conflicts of Interest

Under Cayman Islands law, directors and officers owe the following fiduciary duties:

•        duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

•        duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

•        duty not to improperly fetter the exercise of future discretion;

•        duty to exercise powers fairly as between different sections of shareholders;

•        duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and

•        duty to exercise independent skill and judgment.

In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director.

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated memorandum and articles of association, by disclosure in director resolutions or alternatively by shareholder approval

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at shareholder meetings. Certain of EQV’s directors and executive officers currently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities, including without limitation, the EQV Group, funds of the EQV Group or current or former portfolio companies of the EQV Group.

Certain of these entities may have overlapping investment objectives and potential conflicts may arise regarding how to allocate investment opportunities among these entities. If any of our directors and executive officers becomes aware of a business combination opportunity that is suitable for a fund or entity to which he or she has then-current fiduciary or contractual obligations (including, without limitation, any funds of the EQV Group or their current or former portfolio companies, or another affiliated entity), then he or she may need to honor such fiduciary or contractual obligations to present such business combination opportunity to such fund or entity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. In addition, investment ideas generated within or presented to the EQV Group or our directors and executive officers may be suitable for both us and the EQV Group, a current or future fund of the EQV Group or one or more of their portfolio companies, and, subject to applicable fiduciary duties or contractual obligations, will first be directed to the EQV Group, such fund, investment vehicle or portfolio company before being directed, if at all, to us. None of the EQV Group or any of our directors and executive officers who are also employed by the EQV Group or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware in their capacities as employees of the EQV Group, its funds or their portfolio companies. However, we do not expect these duties or contractual obligations to materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity (including with respect to any business transaction that may involve another EQV Group entity) for any director or officer, on the one hand, and us, on the other.

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated memorandum and articles of association, by disclosure in director resolutions or alternatively by shareholder approval at shareholder meetings.

Certain of our directors and officers currently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities, including without limitation, the EQV Group, funds of the EQV Group or current or former portfolio companies of the EQV Group. Certain of these entities may have overlapping investment objectives and potential conflicts may arise regarding how to allocate investment opportunities among these entities. If any of our directors and executive officers becomes aware of a business combination opportunity that is suitable for a fund or entity to which he or she has then-current fiduciary or contractual obligations (including, without limitation, any funds of the EQV Group or their current or former portfolio companies, or another affiliated entity), then he or she may need to honor such fiduciary or contractual obligations to present such business combination opportunity to such fund or entity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. In addition, investment ideas generated within or presented to the EQV Group or our directors and executive officers may be suitable for both us and the EQV Group, a current or future fund of the EQV Group or one or more of their portfolio companies, and, subject to applicable fiduciary duties or contractual obligations, will first be directed to the EQV Group, such fund, investment vehicle or portfolio company before being directed, if at all, to us. None of the EQV Group or any of our directors and executive officers who are also employed by the EQV Group or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware in their capacities as employees of the EQV Group, its funds or their portfolio companies. However, we do not expect these duties or contractual obligations to materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity (including with respect to any business transaction that may involve another EQV Group entity) for any director or officer, on the one hand, and us, on the other.

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We may, at our option, pursue an acquisition opportunity jointly with the EQV Group, one or more parties affiliated with the EQV Group, including without limitation, officers and affiliates of the EQV Group or funds of the EQV Group, or investors in such funds of the EQV Group, or another affiliated entity. Any such party may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by borrowing from or issuing to such parties a class of equity or debt securities. The amount and other terms and conditions of any such joint acquisition or specified future issuance would be determined at the time thereof.

In addition, our officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Moreover, our officers and directors, including our Chief Executive Officer and President and Chief Financial Officer, are and in the future will be required to commit time and attention to the EQV Group and funds of the EQV Group. To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, any of such entities (including, without limitation, arising as a result of certain of officers and directors being required to offer acquisition opportunities to such entities), the EQV Group and its affiliated funds will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual and other duties and there can be no assurance that such conflict of interest will be resolved in our favor.

Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties, contractual obligations or other material management relationships:

Individual		Entity		Entity’s Business		Affiliation(s)
Jerry Silvey		EQV Resources Partners LLC(1) EQV Ventures Acquisition Corp. II		Energy Blank Check		CEO and Chairman, Managing Partner Chief Executive Officer and Director
Tyson Taylor		EQV Resources Partners LLC(1) EQV Ventures Acquisition Corp. II		Energy Blank Check		President, Director and Managing Partner President, CFO and Director
Mickey Raney		EQV Resources Partners LLC(1) Impact Energy Partners, LLC EQV Ventures Acquisition Corp. II		Energy Energy Blank Check		Chief Operating Officer Co-Founder Chief Operating Officer
Danny Murray		EQV Resources Partners LLC(1) Impact Energy Operating, LLC EQV Ventures Acquisition Corp. II		Energy Energy Blank Check		Chief Accounting Officer Chief Financial Officer Chief Accounting Officer and Secretary
Grant Raney		EQV Resources Partners LLC(1) Impact Energy Partners, LLC EQV Ventures Acquisition Corp. II		Energy Energy Blank Check		Vice President of Land and Director Co-Founder Executive Vice President
Andrew McKinley		EQV Resources Partners LLC(1) EQV Ventures Acquisition Corp. II		Energy Blank Check		Head of Business Development Chief Strategy Officer
Will Smith		EQV Resources Partners LLC(1) EQV Ventures Acquisition Corp. II		Energy Blank Check		Senior Vice President, Partner Chief Investment Officer
Jerome C. Silvey, Jr.		Starwood Capital Group EQV Ventures Acquisition Corp. II		Investment Management Blank Check		Vice Chairman Director
Bryan Summers		Burtonwood Advisors, LLC EQV Ventures Acquisition Corp. II		Private Equity Consulting Blank Check		Founder Director
Andrew Blakeman		STRYDE Ltd. EQV Ventures Acquisition Corp. II		Equipment Manufacturer Blank Check		Chief Financial Officer Director
Marc Peperzak		Aurora Organic Dairy EQV Ventures Acquisition Corp. II		Dairy Supplier Blank Check		Executive Chairman and Founder Director

____________

(1)      Includes certain of its funds and other affiliates, including portfolio companies.

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Potential investors should also be aware of the following other potential conflicts of interest:

•        Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs.

•        In the course of their other business activities, our officers and directors may become aware of investment and business opportunities that may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

•        The Sponsor and each of our directors and executive officers have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their Ordinary Shares in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A Shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months, or such earlier date as the EQV Board may approve or (B) with respect to any other material provision relating to the rights or pre-initial business combination activity of holders of Class A Shares. Additionally, the Sponsor and each of EQV’s officers and directors has agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Class B Shares if we fail to complete our initial business combination within the prescribed time frame. If we do not consummate an initial business combination within the prescribed time frame, the Class B Shares may become worthless and the EQV private placement warrants may expire worthless. Except and in addition to other lock-up and earnout provisions as described herein, the Sponsor and EQV’s directors and executive officers have agreed not to transfer, assign or sell any of their Class B Shares until the earliest of (A) 12 months after the completion of our initial business combination, or (B) six months after the completion of our initial business combination, (x) if the closing price of our Class A Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of the public shareholders having the right to exchange their public shares for cash, securities or other property. The Sponsor and EQV’s directors and executive officers have agreed not to transfer, assign or sell any of the Private Placement Units (including the underlying securities) until 30 days after the date that we complete our initial business combination. Because each of EQV’s executive officers and directors will own EQV’s securities directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

•        The Sponsor and EQV’s directors or executive officers or any of their affiliates may make additional investments in EQV in connection with our initial business combination, although they are under no obligation to do so. If the Sponsor or any of its affiliates (including, without limitation, any fund of the EQV Group or their portfolio companies) elect to make additional investments or provide financing, such proposed transactions could influence the Sponsor’s motivation to complete our initial business combination.

•        EQV’s officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination. The Sponsor and/or one or more of EQV’s directors and officers or the EQV Group or its affiliated may also sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination.

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We are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with the Sponsor or EQV’s officers or directors or making the acquisition through a joint venture or other form of shared ownership with EQV’s Sponsor, officers or directors. In the event we seek to complete our initial business combination with a business combination target that is affiliated with EQV’s Sponsor, executive officers or directors, we, or a committee of independent and disinterested directors, would obtain an opinion from an independent entity that commonly renders valuation opinions, that such initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Furthermore, in no event will EQV’s Sponsor or any of our existing officers or directors, or any of their respective affiliates, be paid by the company any finder’s fee, consulting fee or other compensation prior to, or for any services they render to effectuate, the completion of our initial business combination. Certain affiliates of our sponsor will be entitled to reimbursement for any out-of-pocket expenses (or an allocable portion thereof), to the extent that such affiliates incur expenses for services provided to us before our initial business combination. Further, commencing on the date our securities were first listed on the NYSE, we reimburse an affiliate of the Sponsor for office space, utilities, secretarial support and administrative services provided to us in the amount of $30,000 per month.

We cannot assure you that any of the above-mentioned conflicts will be resolved in our favor.

In the event that we submit our initial business combination to our public shareholders for a vote, the Sponsor, directors and executive officers have agreed to vote their securities and any public shares purchased during or after this offering or in the private placement in favor of our initial business combination.

Limitation on Liability and Indemnification of Officers and Directors

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We entered into agreements with our directors and officers to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and articles of association. We obtained a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

Our officers and directors have agreed, and any persons who may become officers or directors prior to the initial business combination will agree, to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the Trust Account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares). Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate an initial business combination.

Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

Insider Trading Policy

The EQV Board has adopted an insider trading policy placing restrictions on transactions in our common and preferred equity, debt securities, options and derivative instruments with respect to such securities, such as exchange-traded put or call options or swaps, securities that are convertible into or exchangeable for other securities, as well as common units representing partner interests. Such restrictions apply to our directors, executive officers, and

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other employees who have access to material non-public information, and include, but are not limited to, prohibition from trading in our securities during blackout periods and pre-clearance requirements for all transactions in our securities. We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards. Although EQV is not subject to our insider trading policy, EQV does not trade in its securities when it is in possession of material nonpublic information other than pursuant to previously adopted Rule 10b5-1 trading plans.

Other Considerations

The EQV Group manages multiple investment vehicles and assets and expects to raise additional funds or accounts in the future, including during the period in which we are seeking our initial business combination. These investment entities and the entities associated with such assets are expected to be seeking acquisition opportunities and related financings.

In addition, the EQV Group may sponsor other blank check companies similar to ours, such as EQV Ventures Acquisition Corp. II, during the period in which we are seeking an initial business combination, and members of our management team may participate in such blank check companies. Any such blank check company may present additional conflicts of interest. In addition, our officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating time among various business activities. Moreover, our officers and directors, including our Chief Executive Officer and President and Chief Financial Officer, are and in the future will be required to commit time and attention to the EQV Group and current and future funds of the EQV Group. To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, any of such entities (including, without limitation, arising as a result of certain of officers and directors being required to offer acquisition opportunities to such entities), such entities will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual and other duties and there can be no assurance that such conflict of interest will be resolved in our favor.

Status as a Public Company

We believe our structure makes us an attractive business combination partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional initial public offering through a merger or other business combination with us. In a business combination transaction with us, the owners of the target business may, for example, exchange their shares in the target business for Class A Shares (or shares of a new holding company) or for a combination of our Class A Shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. Although there are various costs and obligations associated with being a public company, we believe target businesses will find this method a more certain and cost-effective method to becoming a public company than the typical initial public offering. The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction process, and there are significant expenses in the initial public offering process, including underwriting discounts and commissions, that may not be present to the same extent in connection with a business combination with us.

Furthermore, once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or could have negative valuation consequences. Once public, we believe the target business would then have greater access to capital, an additional means of providing management incentives consistent with shareholders’ interests and the ability to use its equity as currency for acquisitions. Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions

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from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If as a result some investors find our securities unattractive there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A Shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our Class A Shares held by non-affiliates equals or exceeds $250 million as of the end of the prior June 30, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our Class A Shares held by non-affiliates exceeds $700 million as of the prior June 30.

Financial Position

With a trust account in the amount of approximately $369.7 million as of September 30, 2025 after taking into account the expenses of the IPO and $12,250,000 of deferred underwriting fees (deferred underwriting fees assume the No Redemption Scenario and includes $3,500,000 of deferred underwriting fee that is payable in EQV’s sole discretion), we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third-party financing and there can be no assurance it will be available to us.

Effecting Our Initial Business Combination

General

If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the Trust Account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our public shares, we may apply the balance of the cash released to us from the Trust Account for general corporate purposes, including for maintenance or expansion of operations of the post-business combination company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.

We may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account, or because we become obligated to redeem a significant number of our public shares in connection with our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. There are no prohibitions on our ability to issue securities or incur debt in connection with our initial business combination. We are not currently a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities, the incurrence of debt or otherwise.

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Lack of Business Diversification

For an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By completing our initial business combination with only a single entity, our lack of diversification may:

•        subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and

•        cause us to depend on the marketing and sale of a single product or limited number of products or services.

Redemption Rights for Public Shareholders upon Completion of Our Initial Business Combination

We will provide our public shareholders with the opportunity to require us to redeem all or a portion of their Class A Shares in connection with our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds in the trust account (net, with respect to interest income, of permitted withdrawals), divided by the number of then-outstanding public shares, subject to certain limitations. The per share amount we will distribute to investors who properly elect to redeem their shares will not be reduced by the deferred underwriting commissions we will pay to BTIG. The redemption rights will include the requirement that a beneficial holder must identify itself before we can validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to the EQV warrants. Our Sponsor and each of our directors and executive officers entered into an agreement with us, pursuant to which they agreed to waive their redemption rights with respect to any Class B Shares, private placement shares and any public shares held by each of them in connection with the redemption of our shares upon the completion of our initial business combination.

Manner of Conducting Redemptions

We will provide our public shareholders with the opportunity to require us to redeem all or a portion of their Class A Shares in connection with our initial business combination. So long as we obtain and maintain a listing for our securities on the NYSE, we will be required to comply with the NYSE rules. As such, we will provide our public shareholders with the redemption rights described above in connection with our initial business combination. We will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of at least a majority of the votes cast by the holders of ordinary shares who attend virtually and vote, or, where proxies are allowed, by proxy at a shareholder meeting and are entitled to do so.

In such case, our Sponsor and each of our directors and executive officers have agreed to vote their Class B Shares, private placement shares and any public shares acquired during or after the IPO or in the private placement in favor of our initial business combination, except as otherwise described in this proxy statement/prospectus. As a result, if approved as an ordinary resolution, in addition to our Sponsor’s Class B Shares and private placement shares, we would need 12,713,751 or 36.3% (assuming all outstanding shares are voted), or 1,570,626, or 4.49% (assuming only the minimum number of shares representing a quorum are voted), of the 35,000,000 public shares sold in the IPO to be voted in favor of an initial business combination to have our initial business combination approved. Each public shareholder may elect to have their public shares redeemed irrespective of whether they vote for or against the proposed transaction or abstain from voting on the proposed transaction. In addition, our Sponsor and each of our directors and executive officers entered into an agreement with us, pursuant to which they agreed to waive their redemption rights with respect to any Class B Shares, private placement shares and any public shares held by each of them in connection with the completion of our initial business combination.

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Limitation on Redemption upon Completion of Our Initial Business Combination

Our amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the public shares sold in the IPO, which we refer to as “Excess Shares” in this proxy statement/prospectus, without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our directors and executive officers to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in the IPO could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our Sponsor or our directors and executive officers at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to require us to redeem no more than 15% of the shares sold in the IPO without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a certain amount of cash. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.

Redemption of Public Shares and Liquidation If No Initial Business Combination

Our amended and restated memorandum and articles of association provide that we have until 24 months, or such earlier date as our board of directors may approve, from the closing of the IPO to consummate an initial business combination. If we have not consummated an initial business combination within 24 months, or such earlier date as our board of directors may approve, from the closing of the IPO, we will as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (net, with respect to interest income, of permitted withdrawals and up to $100,000 to pay liquidation expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to our obligations under Cayman Islands law to provide for claims of creditors and to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to the EQV warrants, which may expire worthless if we fail to consummate an initial business combination within 24 months, or such earlier date as our board of directors may approve, from the closing of the IPO. Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

Our Sponsor and each of our directors and executive officers have entered into an agreement with us, pursuant to which they waived their rights to liquidating distributions from the trust account with respect to their Class B Shares and private placement shares if we fail to consummate an initial business combination within 24 months of the IPO. However, our Sponsor and our directors and executive officers will be entitled to liquidating distributions from EQV’s operating account with respect to their currently owned Ordinary Shares and any public shares they may acquire in or after the IPO and from the Trust Account with respect to any public shares they may acquire in or after the IPO if we fail to consummate an initial business combination within 24 months, or such earlier date as our board of directors may approve, from the closing of the IPO.

Our Sponsor, executive officers and directors have agreed, pursuant to written agreements with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A Shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months, or such earlier date as our board of directors may approve, from the closing of the IPO or (B) with respect to any other material provision relating to the rights or pre-initial business combination activity of holders of our Class A Shares, unless we provide our public shareholders with the opportunity to require us to redeem their public shares upon approval of any such amendment at a per-share

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price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (net, with respect to interest income, of permitted withdrawals), divided by the number of the then-outstanding public shares.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $1.4 million held outside the trust account as of December 31, 2024, plus, with respect to interest earned on the trust account, permitted withdrawals and up to $100,000 available to us to pay liquidation expenses, although we cannot assure you that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our liquidation, to the extent that there is any interest accrued in the trust account following permitted withdrawals, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

If we were to expend all of the net proceeds of the IPO and the sale of the Private Placement Units, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution would be $10.00. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be less than $10.00. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

Although we seek to have all material vendors, service providers (except for our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our directors and executive officers will consider whether competitive alternatives are reasonably available to EQV and will only enter into an agreement with a third party that has not executed a waiver if our directors and executive officers believe that such third party’s engagement would be in the best interest of EQV given the circumstances. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by our directors and executive officers to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where our directors and executive officers are unable to find a service provider willing to execute a waiver. WithumSmith+Brown, PC, our independent registered public accounting firm and BTIG will not execute agreements with us waiving such claims to the monies held in the trust account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. To protect the amounts held in the trust account, our Sponsor will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us (other than our independent registered public accounting firm), or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of permitted withdrawals, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of BTIG against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our Sponsor will not be responsible to the extent of any liability for such third-party claims. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for redemptions as of the date of the liquidation of the trust account could be reduced to less than $10.00 per public share. In such event, we may not be able to

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complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of permitted withdrawals, and our Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. For example, the cost of such legal action may be deemed by the independent directors to be too high relative to the amount recoverable. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per share.

We will seek to reduce the possibility that our Sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all material vendors, service providers (except for our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our Sponsor will also not be liable as to any claims under our indemnity of BTIG against certain liabilities, including liabilities under the Securities Act. We have access to approximately $1.4 million held outside the trust account as of December 31, 2024, in addition to permitted withdrawals, with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors, however such liability will not be greater than the amount of funds from our trust account received by any such shareholder.

If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.00 per share to our public shareholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

Holders of Class A Shares will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares if we do not consummate an initial business combination within 24 months of the IPO, (ii) in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A Shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not consummate an initial business combination within 24 months, or such earlier date as our board of directors may approve, of the IPO or (B) with respect to any other material provisions relating to the rights or pre-initial business combination activity of holders of Class A Shares, or (iii) if they redeem their respective shares for cash upon the completion of the initial business combination. Public shareholders who elect to have their Class A Shares redeemed in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not completed an initial business combination within 24 months of the IPO, with respect to such Class A Shares so redeemed. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. In the event we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of at least a majority of the votes cast by the holders of ordinary shares who attend and vote, or, where proxies are allowed, by proxy at a shareholder meeting and are entitled to do so. A shareholder’s voting in connection with the business

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combination alone will not result in a shareholder’s requiring us to redeem its shares for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote.

Facilities

Our executive offices are located at 1090 Center Drive, Park City, UT 84098. The cost for our use of this space is included in the $30,000 per month fee we pay to an affiliate of our Sponsor for office space, administrative and support services. We consider our current office space adequate for our current operations.

Employees

We currently have seven executive officers. These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the business combination process we are in. We do not intend to have any full-time employees prior to the completion of our initial business combination.

Periodic Reporting and Financial Information

The Public Units, Class A Shares and EQV public warrants are registered under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. The SEC maintains an internet site at http://www.sec.gov that contains such reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited and reported on by our independent registered public accountants.

We will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation or tender offer materials, as applicable, sent to shareholders. These financial statements may be required to be prepared in accordance with, or reconciled to, GAAP or international financial reporting standards as issued by the International Accounting Standards Board (“IFRS”), depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board in the United States (“PCAOB”). These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. We cannot assure you that any particular target business identified by us as a potential target business will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential target businesses, we do not believe that this limitation will be material.

We will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2026 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

On August 6, 2024, we filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.

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We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time (the “Cayman Islands Companies Act”). As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of Class A Shares that are held by non-affiliates exceeds $700 million as of June 30th of that fiscal year, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our Class A Shares held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our Class A Shares held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter.

Legal Proceedings

There is no material litigation, arbitration or governmental proceeding currently pending against us or any of our directors and executive officers in their capacity as such.

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EQV MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of EQV’s financial condition and results of operations should be read in conjunction with the financial statements of EQV and the notes thereto contained elsewhere in this proxy statement/prospectus. This discussion contains forward-looking statements reflecting our current expectations, estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” appearing elsewhere in this proxy statement/prospectus. Unless the context otherwise requires, any reference in this section of this proxy statement/prospectus to “we,” “us” or “our” refers to EQV prior to the consummation of the Business Combination.

Overview

We are a blank check company incorporated as a Cayman Islands exempted company on April 15, 2024 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities. EQV intends to effectuate the Business Combination using cash from the proceeds of its IPO and proceeds resulting from the transactions entered into in connection with the Business Combination.

The issuance of additional shares in connection with the Business Combination:

•        may significantly dilute the equity interests of investors in our IPO;

•        may subordinate the rights of holders of our Class A Shares if preference shares are issued with rights senior to those afforded to our Class A Shares;

•        could cause a change in control if a substantial number of our Class A Shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

•        may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;

•        may adversely affect prevailing market prices for our Units, Class A Shares and/or warrants; and

•        may not result in adjustment to the exercise price of our warrants.

Similarly, if we issue debt securities or otherwise incur significant debt, it could result in:

•        default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

•        acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

•        our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

•        our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

•        our inability to pay any dividends on our Class A Shares;

•        using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for any dividends on our Class A Shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

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•        limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

•        increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

•        limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to any competitors who may have less debt.

As indicated in the accompanying financial statements, as of September 30, 2025, EQV had $40,655 in cash and a working capital deficit of $7,253,284. We are permitted to withdraw 10% of the interest earned on the Trust Account to fund our working capital requirements and/or to pay our taxes, and such withdrawals can only be made from interest and not from the principal held in the Trust Account. We expect to continue to incur significant costs in the execution of our acquisition plans. We cannot assure you that our plans to complete the Business Combination will be successful.

Recent Developments

The Business Combination

On August 5, 2025, EQV entered into the Business Combination Agreement, by and among EQV, Presidio, EQV Merger Sub, EQV Holdings, Presidio Merger Sub and PIH. Pursuant to the Business Combination Agreement, among other things:

(i)     EQV will change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and registering by way of continuation and domesticating as a corporation incorporated under the laws of the State of Delaware, upon which (a) each then issued and outstanding Class A Share will convert automatically, on a one-for-one basis, to a share of EQV Class A Common Stock, (b) each issued and outstanding warrant to purchase one Class A Share at a price of $11.50 per share will convert automatically, on a one-for-one basis, into a whole warrant exercisable for one share of EQV Class A Common Stock and (c) the name of EQV will be changed from “EQV Ventures Acquisition Corp.” to “Presidio MidCo Inc.”; and

(ii)    Following the Domestication, EQV Merger Sub will merge with and into EQV, with EQV as the surviving company in the merger and with (a) EQV shareholders receiving one share of Presidio Class A Common Stock for each share of EQV Class A Common Stock held by such shareholder and (b) each EQV public warrant converting automatically, on a one-for-one basis, into a whole warrant exercisable for one share of Presidio Class A Common Stock, in accordance with the terms of the Business Combination Agreement, and upon which Presidio will change its name to “Presidio Production Company.” After giving effect to such merger, EQV will survive as a wholly owned subsidiary of Presidio, following which, Presidio Merger Sub will merge with and into PIH, with PIH as the surviving company in the merger, all on the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with applicable law.

At the Closing of the Business Combination (i) Presidio shall contribute to EQV Surviving Subsidiary all of its assets and liabilities (excluding its interest in EQV Surviving Subsidiary), (ii) in exchange therefor, EQV Surviving Subsidiary shall issue to Presidio (A) a number of EQV Surviving Subsidiary Common Shares which shall equal the number of total shares of Presidio Class A Common Stock issued and outstanding immediately after the Closing (giving effect to the redemption of public shares), (B) a number of Class A preferred shares of EQV Surviving Subsidiary equal to the number of shares of Presidio Preferred Stock outstanding and (C) a number of warrants to purchase EQV Surviving Subsidiary Common Shares which shall equal the number of Presidio warrants outstanding immediately after the Closing, (iii) EQV Surviving Subsidiary shall then contribute to EQV Holdings all of its assets and liabilities (excluding its interests in EQV Holdings and the shares being redeemed), including cash held by EQV, and (iv) in exchange therefor, EQV Holdings shall issue to EQV Surviving Subsidiary (A) a number of EQV Holdings Common Units which shall equal the number of total shares of EQV Class A Common Stock issued and outstanding

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immediately after the Closing (giving effect to the redemption of public shares), (B) a number of Class A preferred units of EQV Holdings equal to the number of shares of Preferred Shares outstanding and (C) a number of warrants to purchase EQV Holdings Common Units which shall equal the number of EQV warrants outstanding immediately after the Closing.

Following the Business Combination, holders of EQV Holdings Common Units (other than Presidio) will have the right, subject to certain limitations, to exchange Presidio Interests (each consisting of one EQV Holdings Common Unit and one share of Presidio Class B Common Stock) for, at Presidio’s option, (i) shares of Presidio Class A Common Stock on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, or (ii) a corresponding amount of cash. Presidio’s decision to make a cash payment or issue shares upon an exercise of an exchange right will be made by Presidio’s independent directors.

Holders of EQV Holdings Common Units (other than Presidio) will generally be permitted to exercise the exchange right on a quarterly basis, subject to certain de minimis allowances. In addition, additional exchanges may occur in connection with certain specified events, and any exchanges involving more than a specified number of EQV Holdings Common Units (subject to Presidio’s discretion to permit exchanges of a lower number of units) may occur at any time with advanced notice. The exchange rights will be subject to certain limitations and restrictions intended to reduce the administrative burden of exchanges upon Presidio and ensure that EQV Holdings will continue to be treated as a partnership for U.S. federal income tax purposes.

Sponsor Letter Agreement

Concurrently with the execution of the Business Combination Agreement, on August 5, 2025, EQV, the Sponsor, Presidio, EQV Holdings, PIH and the Insiders entered into the Sponsor Letter Agreement, pursuant to which (a) each of the Sponsor and the Insiders agreed to vote in favor of the Business Combination Agreement and the Business Combination, (b) each of the Sponsor and the Insiders agreed to be bound by certain restrictions on transfer with respect to their equity interests in EQV prior to Closing, (c) the Sponsor agreed to be bound by certain lock-up provisions during the post-Closing lock-up periods described therein with respect to its equity interests in EQV, (d) the Sponsor agreed to subject certain of its Class B Shares to vesting (or forfeiture) on the basis of achieving certain trading price thresholds during the first five years following the Closing pursuant to an earnout program, (e) the Sponsor agreed to subject certain of its Class B Shares to time vesting during the first three years following the Closing pursuant to a dividend reinvestment program and (f) the Sponsor and the Insiders agreed to waive any adjustment to the conversion ratio set forth in the respective governing documents of any of EQV, Presidio, EQV Merger Sub, EQV Holdings, and Presidio Merger Sub or any other anti-dilution or similar protection with respect to any equity interests in EQV, as more fully set forth in the Sponsor Letter Agreement.

Pursuant to the Sponsor Letter Agreement, 1,905,509 Class B Shares held by the Sponsor will be subject to forfeiture, and vest in two equal 50% increments if, over any 20 trading days within any 30 consecutive trading-day period during the five years following the Closing, the trading share price of the Presidio Class A Common Stock is greater than or equal to $12.50 per share and $15.00 per share, respectively (or if Presidio consummates a sale that would value such shares at the aforementioned thresholds).

Pursuant to the Sponsor Letter Agreement, immediately following the Closing, 3,811,019 Class B Shares held by the Sponsor, as may be adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like or exchanged for Presidio Class A Common Stock pursuant to the Business Combination Agreement and any newly issued Presidio Class A Common Stock resulting from dividends owed to the Sponsor pursuant to the terms of the Sponsor Letter Agreement, will vest in three tranches, with one-third of such shares vesting on the date that is 12 months following the Closing, one-half of the remainder of such shares vesting on the date that is 24 months following the Closing and the remaining of such shares vesting on the date that is 36 months following the Closing.

Sponsor and the Insiders also agreed to be bound by certain “lock-up” provisions. Pursuant to the terms and conditions of the Sponsor Letter Agreement, 1,905,509 of the Sponsor’s equity interests in EQV will be restricted from transfer for a period ending on the earlier of the date (i) that is 12 months following the Closing Date and (ii) upon which Presidio completes a liquidation, merger, share exchange or other similar transaction following the Closing Date that results in all the equityholders of Presidio having the right to exchange their shares of Presidio Class A

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Common Stock for cash, securities or other property, subject to customary exceptions and potential early-release 150 days after the Closing based on the stock price sustaining specified price thresholds for 20 trading days within any 30 consecutive trading-day period.

Subscription Agreements

Concurrently with the execution of the Business Combination Agreement, on August 5, 2025, EQV and Presidio entered into Subscription Agreements with the PIPE Investors (and may enter into, before the Closing, additional agreements with additional PIPE Investors on the same forms, as applicable) pursuant to which, among other things, the PIPE Investors have agreed to subscribe for and purchase, and EQV and Presidio have agreed to issue and sell to the PIPE Investors, an aggregate of 8,750,000 shares of Presidio Class A Common Stock following the Domestication for a purchase price of $10.00 per share, on the terms and subject to the conditions set forth therein. Each Subscription Agreement contains customary representations and warranties of EQV and Presidio, on the one hand, and the PIPE Investor, on the other hand, and customary conditions to closing, including the consummation of the Business Combination immediately following the consummation of the PIPE Financing.

Preferred Investment

Concurrently with the execution of the Business Combination Agreement, on August 5, 2025, EQV, Presidio and PIH entered into the Securities Purchase Agreement with the Preferred Investors, pursuant to which and subject to the satisfaction of the closing conditions contained therein, immediately prior to or substantially concurrently with the Closing, the Preferred Investors will purchase in a private placement from Presidio an aggregate of 125,000 Preferred Shares and 937,500 Preferred Investor Warrants for a cash purchase price of $123,750,000 (net of all applicable original issue discounts). The Preferred Shares will have the rights, preferences, and privileges set forth in Presidio’s Certificate of Designation and certain holders of the Preferred Shares will have certain rights pursuant to the Preferred Stockholders’ Agreement.

At the closing of the Preferred Financing, each Preferred Investor will receive Preferred Shares and Preferred Investor Warrants to purchase a specified number of shares of Presidio Class A Common Stock, as set forth in the Securities Purchase Agreement. In addition, Presidio will enter into a Preferred Stockholders’ Agreement with certain Preferred Investors. The Preferred Investor Warrants will have an exercise price of $0.01, subject to adjustment as provided therein, and may be exercised for cash or on a cashless basis. The Preferred Investor Warrants will become exercisable in two tranches, with 50% exercisable six months following the Closing and 50% exercisable 12 months following the Closing, and each tranche shall have a term of exercise equal to five years from the date such tranche becomes exercisable, as provided further in the Preferred Investor Warrants. Presidio shall use commercially reasonable efforts to file a resale registration statement within 45 days following the Closing to register the Presidio Class A Common Stock underlying the Preferred Investor Warrants, subject to certain conditions.

The Securities Purchase Agreement contains customary representations and warranties by EQV, PIH, and the Preferred Investors, including with respect to organization, authority, enforceability, compliance with laws, absence of conflicts, and the validity of the Preferred Shares and Preferred Investor Warrants to be issued. In addition, subject to certain conditions, so long as any Preferred Shares remain outstanding, Presidio’s Certificate of Designation will provide holders of a majority of the then issued and outstanding Preferred Shares the right to elect one Series A Director (as defined therein) and, in certain circumstances, two additional Preferred Stock Directors (as defined therein).

Rollover Agreement

In connection with the Business Combination, contemporaneously with the execution and delivery of the Business Combination Agreement, EQV, EQV Holdings, PIH and the PIH Rollover Holders entered into the Rollover Agreements, pursuant to which the Class A ParentCo Rollover Units of such PIH Rollover Holders will, in accordance with the terms of the Business Combination Agreement and the Rollover Agreement, convert into the right to receive a number of EQV Holdings Common Units and a number of shares of Presidio Class B Common Stock at par value.

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Securities Transfer and Contribution Agreements

In connection with the Business Combination, contemporaneously with the execution and delivery of the Business Combination Agreement, EQV, Presidio, Sponsor, certain PIH Rollover Holders and certain PIPE Investors party thereto entered the Securities Contribution and Transfer Agreements in order to reflect the intended ownership interests of the shareholders of Presidio following the Business Combination. Pursuant to and subject to the terms and conditions of the Securities Contribution and Transfer Agreements, (i) Sponsor will contribute 562,746 Class B Shares to EQV as a contribution to capital at Closing and, in exchange, Presidio will issue 562,746 shares of Presidio Class A Common Stock (or securities convertible into Presidio Class A Common Stock) having a value of approximately $5,914,460 (based on the January 8, 2026 Closing Price) to the PIH Rollover Holders and (ii) Sponsor will contribute 565,217 Class B Shares to EQV as a contribution to capital at Closing and, in exchange, Presidio will issue 565,217 shares of Presidio Class A Common Stock to such PIPE Investors.

Agreement and Plan of Merger

In connection with the Business Combination, EQV and PIH negotiated the acquisition of all of the issued and outstanding equity interests of EQVR via merger and, contemporaneous with the execution of the Business Combination Agreement, EQV, Presidio, EQVR Merger Sub, EQVR Intermediate, EQVR and PIH entered into the EQVR Merger Agreement, pursuant to which Presidio will effect the EQVR Acquisition on the terms and subject to the conditions set forth in the EQVR Merger Agreement and in accordance with applicable law following the Closing.

Registration and Stockholders’ Rights Agreement

In connection with Closing, the Registration Rights Parties, EQV, EQV Holdings, and Presidio will enter into the Registration and Stockholders’ Rights Agreement. Under the Registration and Stockholders’ Rights Agreement, Sponsor or its permitted transferees will have the right to designate two directors so long as they own in the aggregate greater than 20% of Presidio’s common equity and one director so long as they own in the aggregate greater than 10% of Presidio’s common equity.

Pursuant to the terms of the Registration and Stockholders’ Rights Agreement, the Registration Rights Parties will be granted certain customary registration rights, including demand and piggyback rights. In addition, certain of the Registration Rights Parties will agree, subject to the terms provided therein, that each such party will not transfer any of its registrable securities under the Registration and Stockholders’ Rights Agreement for a period ending 180 days after the Closing.

Ticker Symbol Change

On October 22, 2025, EQV announced that, in connection with the proposed Business Combination, it would change the ticker symbol on the NYSE for its Class A Shares from “EQV” to “FTW.” In addition, EQV announced that the ticker symbols for its Public Units and the EQV public warrants will change from “EQV U” to “FTW U” and from “EQV WS” to “FTW WS,” respectively. The ticker symbol changes took place at the opening of trading on Monday, November 3, 2025. Upon the closing of the Business Combination and the corresponding delisting of EQV in connection therewith, the Presidio Class A Common Stock and Presidio public warrants are expected to trade on the NYSE under the ticker symbols “FTW” and “FTW WS,” respectively.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from April 15, 2024 (inception) through September 30, 2025 were organizational activities, those necessary to prepare for the IPO, described below, and identifying a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our business combination. Subsequent to the IPO, we generate non-operating income in the form of interest income on investments held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended September 30, 2025, we had a net loss of $3,036,568, which consisted of interest earned on investments held in the Trust Account of $4,029,558 and interest income from bank account of $2,122, offset by general and administrative costs of $6,877,248 and loss on Subscription Agreements of $191,000.

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For the nine months ended September 30, 2025, we had a net income of $2,946,985, which consisted of interest earned on investments held in the Trust Account of $11,841,655 and interest income from bank account of $17,952, offset by general and administrative costs of $8,721,622 and loss on Subscription Agreements of $191,000.

For the three months ended September 30, 2024, we had a net income of $2,961,354, which consisted of interest earned on marketable securities held in the Trust Account of $2,695,023 and change on over-allotment liability of $598,539 offset by general and administrative costs of $332,208.

For the period from April 15, 2024 (inception) through September 30, 2024, we had a net income of $2,914,438, which consisted of interest earned on marketable securities held in the Trust Account of $2,695,023 and change on over-allotment liability of $598,539 offset by general and administrative costs of $379,124.

Liquidity and Capital Resources and Going Concern

Until the consummation of the IPO, our only source of liquidity was an initial purchase of shares of Class B ordinary shares, par value $0.0001 per share, by the Sponsor and loans from the Sponsor. As of December 31, 2024, EQV had $973,483 in cash and working capital of $381,476. As of September 30, 2025, EQV had $40,655 in cash and a working capital deficit of $7,253,284.

On August 8, 2024, we consummated the IPO of 35,000,000 Units at $10.00 per Unit, generating gross proceeds of $350,000,000. Simultaneously with the closing of the IPO, EQV consummated the sale of 400,000 Sponsor Private Placement Units at a price of $10.00 per Sponsor Private Placement Unit, generating gross proceeds of $4,000,000, and 262,500 Underwriter Private Placement Units, at a price of $10.00 per Underwriter Private Placement Unit, generating gross proceeds of $2,625,000.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (net, with respect to interest income, of permitted withdrawals (as defined below)), to complete our business combination. We are permitted to withdraw 10% of the interest earned on the Trust Account to fund our working capital requirements and/or to pay our taxes, and such withdrawals can only be made from interest and not from the principal held in the Trust Account (“permitted withdrawals”). To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. As of December 31, 2024, approximately $138,000 of the Trust Account balance was available to be withdrawn for working capital expenses. As of September 30, 2025, approximately $136,000 of the Trust Account balance can be withdrawn for working capital expenses.

We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

For the nine months ended September 30, 2025, cash used in operating activities was $1,647,539. Net income of $2,947,985 was affected by interest earned on marketable securities held in the Trust Account of $11,841,655, and initial loss on Subscription Agreement liability of $191,000. Changes in operating assets and liabilities used $7,056,131 of cash for operating activities.

For the period from April 15, 2024 (inception) through September 30, 2024, cash used in operating activities was $404,456. Net income of $2,914,438 was affected by operating costs paid by Sponsor in exchange for issuance of Class B founder shares of $25,000, change in fair value of over-allotment liability of $598,539 and interest earned on marketable securities held in the Trust Account of $2,695,023. Changes in operating assets and liabilities was affected by $50,332 of cash provided for operating activities.

As of September 30, 2025, we had investments held in the Trust Account of $367,011,398. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (net, with respect to interest income, of permitted withdrawals and deferred underwriting commissions), to complete our Business Combination. We may withdraw interest from the Trust Account to pay taxes, if any. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the Trust Account. We expect the interest income earned on the amount in the Trust Account will be sufficient to pay our taxes and to fund permitted withdrawals. To the extent that our share capital or debt is used, in whole or in part, as

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consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of September 30, 2025, we had cash held outside of the Trust Account of $40,655 available for working capital needs. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a business combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a business combination, we would repay such loaned amounts. In the event that a business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of Working Capital Loans may be convertible into units of the post-business combination entity at a price of $10.00 per unit. The units and the underlying securities would be identical to the Private Placement Units and the underlying securities of such Private Placement Units.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our business combination. Moreover, we may need to obtain additional financing either to complete our business combination or because we become obligated to redeem a significant number of the Class A Shares included in the Units upon consummation of our business combination, in which case we may issue additional securities or incur debt in connection with such business combination.

In connection with EQV’s assessment of going concern considerations in accordance with the FASB’s ASC Subtopic 205-40, “Presentation of Financial Statements — Going Concern,” management has determined that EQV’s liquidity condition, mandatory liquidation date and potential subsequent dissolution raise substantial doubt about EQV’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should EQV be required to liquidate after the business combination period.

Off-Balance Sheet Arrangements

We had no obligations, assets or liabilities which would be considered off-balance sheet arrangements as of December 31, 2024 and September 30, 2025. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor a monthly fee of $30,000 for office space, utilities, secretarial support and administrative support. This arrangement will terminate upon completion of a business combination or the distribution of the Trust Account to the public shareholders.

The underwriter was entitled to $0.15 per Unit sold in the IPO, or $5,250,000 in the aggregate as the Base Fee. Of such $0.15 per unit payable as the Base Fee, $0.132 per Unit, or $4,625,000 in the aggregate, was paid at the closing of the IPO (with $2,000,000 paid in cash and $2,625,000 used to purchase the Underwriter Private Placement Units), and $0.018 per unit, or $625,000 in the aggregate, is payable to BTIG in cash in twelve equal monthly installments of approximately $52,000 each beginning on the first month anniversary of the closing of the IPO. An over-allotment fee, if any, is payable in cash upon each closing of BTIG’s over-allotment option. The over-allotment option has expired.

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Critical Accounting Estimates

The preparation of unaudited condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, and income and expenses during the period reported. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of December 31, 2024, we previously identified the fair value of public warrants to be a critical accounting estimate. As of September 30, 2025, we did not have any critical accounting estimates to be disclosed.

Class A Shares Subject to Possible Redemption

The public shares contain a redemption feature that allows for the redemption of such public shares in connection (i) with our liquidation, (ii) if there is a shareholder vote or tender offer in connection with the initial business combination and (iii) with certain amendments to the Amended and Restated Memorandum and Articles of Association. In accordance with FASB ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”), conditionally redeemable Class A Shares (including Class A Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although we did not specify a maximum redemption threshold, our Amended and Restated Memorandum and Articles of Association provides that we currently will only redeem our public shares. However, the threshold in the Amended and Restated Memorandum and Articles of Association would not change the nature of the underlying shares as redeemable and thus public shares are required to be disclosed outside of permanent equity. We recognize change in redemption value immediately as they occur and adjust the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit.

Net Income Per Ordinary Share

We have two classes of shares: the (i) redeemable and non-redeemable Class A Shares and (ii) Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the IPO since the exercise of the warrants are contingent upon the occurrence of future events.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed consolidated financial statements.

Quantitative and Qualitative Disclosures About Market Risk

EQV is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information otherwise required under this section.

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INFORMATION ABOUT PIH

Overview

PIH is an independent energy company headquartered in Texas and founded in 2017. We are primarily engaged in oil and gas exploration and production, with operations concentrated across the Western Anadarko Basin of Texas, Oklahoma, and Kansas. Our strategy is centered on acquiring existing producing assets and applying engineering expertise to enhance performance and extend asset life. Our management team, led by Will Ulrich and Chris Hammack, possesses extensive operational and industry experience. We leverage this experience to create sustainable value by investing in long-lived reserves, reducing emissions, improving asset integrity, and generating consistent, hedged-protected cash flow.

References in this section to “we,” “our,” “us,” “the Company” or “PIH” generally refer to Presidio Investment Holdings LLC and its consolidated subsidiaries.

Our Business Model

•        Acquire — We utilize a disciplined, value-based framework for systematically evaluating and pursuing acquisition opportunities. We target existing long-lived, stable assets that produce predictable and stable cash flows, are value accretive, and are strategically complementary. Unlike many peers focused on new resource development, we maximize value by fully exploiting existing reserves — safely and efficiently operating wells to extend their productive lives and economic contribution.

•        Optimize — A core component of our strategy is our focus on continuous optimization to increase operational efficiency. The primarily mature nature of the assets we acquire provides us with a portfolio of low-cost optimization opportunities. We increase efficiency across our operations by leveraging technology, synergies and our access to attractive proved developed producing financing.

•        Produce — We focus on production to extract oil, natural gas and NGLs at competitive margins, thereby creating stable, predictable cash flows to be used for future acquisitions, dividends to our shareholders and debt reduction.

We emphasize a disciplined approach for capital allocation, controlling costs and maintaining financial discipline to allow us to generate significant free cash flow. Our strategy is centered on acquiring existing producing assets and applying engineering expertise to enhance performance and asset life. Management places emphasis on operating cash flow in managing the business as operating cash flow considers the cash expenses incurred during the period and excludes non-cash expenditures not directly related to operations. Our culture of cost control and production optimization has resulted in substantially lower cash operating costs than our peers.

Our Properties

Our assets are located throughout Texas, Oklahoma, and Kansas, consisting of approximately 1,881 net operated and non-operated proved developed producing wells. For the nine months ended September 30, 2025, our average net daily production was approximately 20.3 MBoe/d. Our wells are located exclusively in the Anadarko Basin, which has a more predictable production profile compared to less mature basins. Our production benefits from both the diversity of our well vintage and the lack of concentration in any specific sub-area. Within our large and diversified proved developed producing base, no single well accounts for more than 0.77% of our proved developed producing PV-10.

Within our operating areas, our assets are prospective for multiple formations. Our experience in the Western Anadarko Basin and these formations allows us to generate significant free cash flow from these low declining assets in a variety of commodity price environments.

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The following table presents our historical estimated oil, natural gas and NGL proved reserves as of December 31, 2024.

		Estimated Proved Reserves as of December 31, 2024
		Proved Developed Reserves(1)			Proved Reserves(1)
Standardized Measure (in millions)(3)					$	491,895.1
Oil (MBbl)			14,143.7			14,193.9
Natural gas (MMcf)			301,317.6			301,700.5
NGLs (MBbl)			27,111.5			27,111.5
Total equivalent (MBoe)(2)			91,474.8			91,588.8
PV-10 (in millions)(3)		$	491,193.4		$	493,001.1

____________

(1)      Our estimated net proved reserves were determined using average first-day-of-the-month prices for the prior 12 months in accordance with SEC regulations. The unweighted arithmetic average first-day-of-the-month prices for the prior 12 months were $78.22 per barrel for oil and $2.64 per Mcf for natural gas at December 31, 2023 and $75.48 per barrel for oil and $2.13 per MMBtu for natural gas at December 31, 2024. These base prices were adjusted for differentials on a per-property basis, which may include local basis differentials, fuel costs and shrinkage.

(2)      Presented on an oil-equivalent basis using a conversion of six thousand cubic feet of natural gas to one stock tank barrel of oil. This conversion is based on energy equivalence and not on price or value equivalence.

(3)      For more information on how we calculate PV-10 and a reconciliation of PV-10 to standardized measure, see “Non-GAAP Financial Measures — Reconciliation of PV-10 to Standardized Measure.”

Development Plan and Capital Budget

Our business plan has historically been focused on acquiring and then exploiting the production of our assets. Funding sources for our acquisitions have included proceeds from borrowings under the RBL Facility, contributions from our equity partners, the issuance of asset-backed securities and cash flow from operating activities. We spent approximately $0.7 million in 2024 on development costs, and our budget for 2025 is approximately $0.25 million (of which $0.23 million has been incurred as of September 30, 2025).

During the year ended December 31, 2024, we spent approximately $1.3 million on remedial workovers and other capital projects, $2.9 million on property and equipment capital projects, and $2.2 million on acquisitions. We also divested $1.4 million of non-operated interests to the respective operators during this period. During the nine months ended September 30, 2025, we spent approximately $1.6 million on remedial workovers and other capital projects, $1.6 million on property and equipment capital projects, and made no acquisitions.

Based on current commodity prices, we expect to be able to fund our 2025 capital development programs from cash flow from operations and potential borrowings under our RBL Facility.

Our development plan and capital budget are based on management’s current expectations and assumptions about future events. While we consider these expectations and assumptions to be reasonable, they are subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. The amount and timing of these capital expenditures is largely discretionary and within our control. We could choose to defer a portion of these planned capital expenditures depending on a variety of factors, including, but not limited to, prevailing and anticipated commodity prices, the availability of necessary equipment, infrastructure, labor and capital, the receipt and timing of required regulatory permits and approvals and seasonal conditions.

Our Operations

Oil and Gas Reserves and Operating Data

Reserve data

The information with respect to our estimated proved reserves based on SEC Pricing (as defined below) presented below has been prepared in accordance with the rules and regulations of the SEC.

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Reserves Presentation

The following tables provide a summary of our estimated proved reserves and related PV-10 of proved reserves as of December 31, 2024, using SEC Pricing, based on evaluations prepared by Cawley, Gillespie & Associates, Inc. (“CG&A”), our independent reserve engineer. See “— Preparation of Reserve Estimates” for the definitions of proved and probable reserves and the technologies and economic data used in their estimation. Prices were adjusted for quality, energy content, transportation fees and market differentials, as applicable.

Summary Reserve Data

Our historical SEC reserves, PV-10 and standardized measure of proved reserves were calculated using oil and gas price parameters established by current SEC guidelines, including the use of an average effective price, calculated as prices equal to the 12-month unweighted arithmetic average of the first day of the month prices for each of the preceding 12 months as adjusted for location and quality differentials, unless prices are defined by contractual arrangements, excluding escalations based on future conditions (“SEC Pricing”). These prices were adjusted for differentials on a per-property basis, which may include local basis differential, fuel costs and shrinkage. All prices are held constant throughout the lives of the properties.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “— Oil and Gas Reserves and Operating Data — Reserve Data” in evaluating the material presented below.

		PIH
		As of December 31, 2024 SEC Pricing(1)
Proved Developed:
Oil (MBbl)			14,143.7
Natural gas (MMcf)			301,317.6
Natural gas liquids (MBbl)			27,111.5
Oil equivalent (MBoe)			91,474.8
PV-10 (in millions)(2)		$	491,193.4
Proved Undeveloped:
Oil (MBbl)			50.2
Natural gas (MMcf)			383.0
Natural gas liquids (MBbl)			0.0
Oil equivalent (MBoe)			114.0
PV-10 (in millions)(2)		$	1,807.8
Total Proved:
Oil (MBbl)			14,193.9
Natural gas (MMcf)			301,700.5
Natural gas liquids (MBbl)			27,111.5
Oil equivalent (MBoe)			91,588.8
Standardized Measure (in millions)(2)		$	491,895.1
PV-10 (in millions)(2)		$	493,001.1

____________

(1)      Our estimated net proved reserves were determined using average first-day-of-the-month prices for the prior 12 months in accordance with SEC regulations. The unweighted arithmetic average first-day-of-the-month prices for the prior 12 months were $78.22 per barrel for oil and $2.64 per Mcf for natural gas at December 31, 2023 and $75.48 per barrel for oil and $2.13 per MMBtu for natural gas at December 31, 2024. These base prices were adjusted for differentials on a per-property basis, which may include local basis differentials, fuel costs and shrinkage.

(2)      PV-10 is a non-GAAP financial measure and represents the present value of estimated future cash inflows from proved oil and gas reserves, less future development and production costs, discounted at 10% per annum to reflect the timing of future cash flows. For more information on how we calculate PV-10 and a reconciliation of PV-10 to standardized measure, see “Non-GAAP Financial Measures — Reconciliation of PV-10 to Standardized Measure.”

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Preparation of Reserve Estimates

Our reserve estimates as of December 31, 2024 included in this proxy statement/prospectus are based on evaluations prepared by the independent petroleum engineering firm of CG&A in accordance with Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Evaluation Engineers and definitions and guidelines established by the SEC. Our independent reserve engineers were selected for their historical experience and geographic expertise in engineering similar resources.

Under SEC rules, proved reserves are reserves which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward from known reservoirs under existing economic conditions, operating methods and government regulations prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain. The term “reasonable certainty” implies a high degree of confidence that the quantities of oil, natural gas or NGLs actually recovered will equal or exceed the estimate. To achieve reasonable certainty, we and the independent reserve engineers employed technologies that have been demonstrated to yield results with consistency and repeatability. The technologies and other data used in the estimation of our proved reserves include, but are not limited to, well logs, geologic maps and available downhole and production data and well-test data.

Reserve engineering is and must be recognized as a subjective process of estimating volumes of economically recoverable oil, natural gas or NGLs that cannot be measured in an exact manner. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation. As a result, the estimates of different engineers often vary. In addition, the results of drilling, testing and production may justify revisions of such estimates. Accordingly, reserve estimates often differ from the quantities of oil, natural gas or NGLs that are ultimately recovered. Estimates of economically recoverable natural gas and of future net cash flows are based on a number of variables and assumptions, all of which may vary from actual results, including geologic interpretation, prices and future production rates and costs. See “Risk Factors” appearing elsewhere in this proxy statement/prospectus.

Internal Controls

Our internal staff of petroleum engineers and geoscience professionals work closely with our independent reserve engineers to ensure the integrity, accuracy and timeliness of data furnished to our independent reserve engineers in their preparation of reserve estimates. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation. As a result, the estimates of different engineers often vary. In addition, the results of drilling, testing and production may justify revisions of such estimates. Accordingly, reserve estimates often differ from the quantities of oil, natural gas and NGLs that are ultimately recovered. See “Risk Factors — Risks Related to PIH’s Business and to Presidio’s Business Following the Business Combination — Reserve estimates depend on many assumptions that may turn out to be inaccurate. Any material inaccuracies in reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves” for more information. The reserves engineering group is responsible for the internal review of reserve estimates, and the technical person employed by us at the time who was primarily responsible for overseeing the preparation of our reserve estimates included in this proxy statement/prospectus has more than 18 years of experience as a reserve engineer and was directly responsible for overseeing the reserves engineering group. The technical person currently primarily responsible for overseeing the preparation of our reserve estimates has more than 12 years of experience in reserve engineering. The reserves engineering group reviews the estimates with our third-party petroleum consultants, CG&A, an independent petroleum engineering firm.

CG&A is a Texas Registered Engineering Firm (F-693), made up of independent registered professional engineers and geologists that have provided petroleum consulting services to the oil and gas industry for over 60 years. The lead evaluator that prepared the reserve report was W. Todd Brooker, President at CG&A.

Todd has been with CG&A since 1992 and graduated from the University of Texas at Austin in 1989 with a bachelors degree in Petroleum Engineering. Todd is a State of Texas registered professional engineer (License #83462) and a member of the Society of Petroleum Engineers. Todd meets or exceeds the education, training, and experience requirements set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers; Todd is proficient in judiciously applying industry standard practices to engineering and geoscience evaluations as well as applying SEC and other industry reserves definitions and guidelines.

Proved Undeveloped Reserves (PUDs)

We aim to obtain proved developed producing wells through acquisitions in accordance with our growth strategy rather than through development activities. We accordingly contribute limited capital to development activities. From time to time, when acquiring packages of wells, we will acquire certain locations that are in development by the

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acquiree at the time of the acquisition or could be developed in the future. Presidio monetizes its PUD locations through farm-out arrangements that generally do not require capital investment by Presidio. In compliance with SEC rules, Presidio only books PUD locations for which the farm-out counterparty has represented that the related well is included on its drilling schedule for the next calendar year.

As of December 31, 2024, our proved undeveloped reserves were composed of 50.2 MBbls of oil, 0.0 MBbls of NGLs and 383.0 MMcf of natural gas for a total of 114.0 MBoe. PUDs will be converted from undeveloped to developed as the applicable wells begin production. We do not currently expect that any material amounts of proved undeveloped reserves will not be converted to proved developed status within five years of initial disclosure as proved reserves.

The following table summarizes our changes in PUDs, for the year ended December 31, 2024 (in MBoe):

Balance, December 31, 2023		362.5
Extensions and discoveries		114.0
Revisions of previous estimates		(111.0	)
Transfers to proved developed		(251.5	)
Balance, December 31, 2024		114.0

Revisions of previous estimates of 362.5 MBoe during the year ended December 31, 2024 included the addition of 4 PUDs (114.0 MBoe) based on farm out agreements and the deletion of 0 PUDs (0 MBoe) due to five year development limitations. Additionally, changes to reflect current market conditions on lease operating expenses and product price differentials totaled 111 MBoe.

We converted 251.5 MBoe of PUDs into proved developed reserves in 2024. Costs incurred relating to the development of all oil and natural gas reserves were $0.4 million during the year ended December 31, 2024.

Oil, Natural Gas and NGL Production Prices and Production Costs

Production and Price History

We currently only have production in the Anadarko Basin. The following table sets forth information regarding our production and operating data for the periods indicated.

Production data:

		Nine Months Ended September 30,				Year Ended December 31,
		2025		2024		2024		2023
Oil and condensate sales (MBbl)		990		1,087		1,425		1,632
Natural gas sales (MMcf)		19,607		21,067		27,956		30,963
Natural gas liquids sales (MBbl)		1,588		1,893		2,480		2,768
Total (MBoe)		5,845		6,491		8,564		9,561
Total (MBoe/d)		21		24		23		26
Total (MBoe)		5,845		6,491		8,564		9,561

Average realized sales prices:

		Nine Months Ended September 30,						Year Ended December 31,
		2025			2024			2024			2023
Oil and condensate excluding effects of derivatives (per Bbl)		$	65.18		$	76.78		$	74.96		$	75.74
Natural gas excluding effects of derivatives (per Mcf)		$	1.88		$	0.70		$	0.95		$	1.46
Natural gas liquids excluding effects of derivatives (per Bbl)		$	22.27		$	22.26		$	22.74		$	21.98
Total ($/Boe)		$	23.38		$	21.62		$	22.15		$	24.02

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Expense per Boe:

		Nine Months Ended September 30,								Year Ended December 31,
		2025				2024				2024				2023
Lease operating expense		$	9.79			$	7.75			$	8.25			$	8.03
Production taxes (% of oil, natural gas and NGL sales)(1)			5.67	%			5.77	%			5.45	%			6.14	%
Ad valorem taxes		$	0.65			$	0.72			$	0.61			$	0.73
Depletion, oil and gas properties		$	3.73			$	4.02			$	3.99			$	3.10
Depreciation and amortization, other property and equipment		$	0.41			$	0.34			$	0.35			$	0.27
Accretion of asset retirement obligations		$	0.53			$	0.44			$	0.44			$	0.41
General and administrative expense(2)		$	3.44			$	0.86			$	0.93			$	1.74

____________

(1)      $/Boe is not a useful metric for evaluating taxes.

(2)      Includes distributions to Class B unitholders in 2025 following the sale of certain undeveloped properties and debt refinancing in 2023.

Operating Data

The following table sets forth information regarding our revenues, net production volumes, average realized prices and operating expenses for the year ended December 31, 2024 and the nine months ended September 30, 2025:

		Nine Months Ended September 30, 2025			Year Ended December 31, 2024
		($ in thousands)
Revenues:
Oil		$	64,497		$	106,854
Natural gas			36,798			26,478
Natural gas liquids			35,360			56,410
Total oil, natural gas, and NGL sales			136,655			189,742
Field services revenue			846			2,474
Total revenues		$	137,501		$	192,216
Average Sales Price:
Oil ($/Bbl)		$	65.18		$	74.96
Natural gas ($/Mcf)		$	1.88		$	0.95
NGL ($/Bbl)		$	22.27		$	22.74
Total ($/Boe) – before effects of realized derivatives		$	23.38		$	22.15
Total ($/Boe) – after effects of realized derivatives		$	19.41		$	20.40
Net Production Volumes:
Oil (MBbl)			990			1,425
Natural gas (MMcf)			19,607			27,956
NGL (MBbl)			1,588			2,480
Total (MBoe)			5,845			8,564
Average daily total volumes (MBoe/d)			21			23

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($ in thousands)		Nine Months Ended September 30, 2025				Nine Months Ended September 30, 2025 ($/Boe)				Year Ended December 31, 2024				Year Ended December 31, 2024 ($/Boe)
Operating Expenses:
Lease operating expense		$	57,214			$	9.79			$	70,702			$	8.25
Production taxes(1)			7,753				1.33				10,347				1.21
Ad valorem taxes			3,784				0.65				5,236				0.61
Depletion, oil and gas properties			21,790				3.73				34,153				3.99
Depreciation and amortization, other property and equipment			2,400				0.41				3,032				0.35
Accretion of asset retirement obligation			3,079				0.53				3,765				0.44
General and administrative(2)			20,116				3.44				7,995				0.93
Cost of field services revenue			140				0.02				1,960				0.23
Gain on sale of assets			(6,741	)			(1.15	)			(85,573	)			(9.99	)
Total Operating Expenses		$	109,535			$	18.74			$	51,617			$	6.03

____________

(1)      $/Boe is not a useful metric for evaluating taxes.

(2)      Includes distributions to Class B unitholders in 2025 following the sale of certain undeveloped properties.

Proved Developed Producing Wells

The following table sets forth information regarding our proved developed producing wells as of September 30, 2025:

		As of September 30, 2025 Proved Developed Producing Wells				Average Working Interest
		Gross		Net
Combined Total:
Natural gas		2,576		1,248		48.44
Oil		1,180		633		53.63
Total		3,756		1,881		50.07

Developed and Undeveloped Acreage

The following table sets forth certain information regarding the total developed and undeveloped acreage in which we owned an interest as of December 31, 2024:

		Developed Acres		Undeveloped Acres		Total Acres
Gross		888,334		4,184		892,518
Net		699,119		1,608		700,727

All of our leasehold acreage is held by production and located in the Anadarko Basin.

Drilling Results

The table below sets forth the results of our operated drilling activities for the periods indicated. Additionally, the table sets forth the results of non-operated drilling activities in which the company has financial exposure to the drilling and completion operations. The information should not be considered indicative of future performance, nor

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should it be assumed that there is necessarily any correlation among the number of productive wells drilled, quantities of reserves found or economic value. Productive wells are those that produce, or are capable of producing, commercial quantities of hydrocarbons, regardless of whether they produce a reasonable rate of return. Dry holes are those that prove to be incapable of producing hydrocarbons in sufficient quantities to justify completion.

		Nine Months Ended September 30, 2025				Year Ended December 31, 2024				Year Ended December 31, 2023
		Gross		Net		Gross		Net		Gross		Net
Development Wells Operated:
Productive		0		0		0		0		0		0
Dry holes		0		0		0		0		0		0
Total Development		0		0		0		0		0		0
Development Wells Non-Operated:
Productive		1		0.055		0		0		2		0.034
Dry holes		0		0		0		0		0		0
Total Development		1		0.055		0		0		2		0.034
Total Wells:
Productive		1		0.055		0		0		2		0.034
Dry holes		0		0		0		0		0		0
Total Development		1		0.055		0		0		2		0.034

We drilled no exploratory wells (productive or dry) during the nine months ended September 30, 2025 or the years ended December 31, 2024 and 2023.

The following table sets forth information regarding our drilling activities as of September 30, 2025 and December 31, 2024, including with respect to our operated wells we have begun drilling and those which are drilled and awaiting completion.

		As of September 30, 2025				As of December 31, 2024
		Gross		Net		Gross		Net
Drilling		0		0		0		0
Drilled and Completing		0		0		0		0

As of September 30, 2025, the Company did not drill or complete any wells. Additionally, as of September 30, 2025, the Company had elected to participate in 0 non-operated gross wells (0 net) that were in process of drilling and completion.

As of December 31, 2024, the Company did not drill or complete any wells. Additionally, as of December 31, 2024, the Company had elected to participate in 0 non-operated gross wells (0 net) that were in process of drilling and completion.

As of September 30, 2025, we were not a party to any long-term drilling rig contracts.

Productive Wells

As of September 30, 2025, we owned interests in the following number of productive wells:

		Oil Wells		Gas Wells		Total
Gross		1,180		2,576		3,756
Net		633		1,248		1,881

Marketing and Customers

We market production from properties we operate for both our account and the account of the other working interest owners in these properties. We sell our production to purchasers at market prices.

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For the year ended December 31, 2024 and the nine months ended September 30, 2025, purchases by the following companies exceeded 10% of our receipts from oil and gas sales:

		Year Ended December 31, 2024
Valero Marketing & Supply		40.22	%
ETC Texas Pipeline LTD		13.10	%
Total		53.32	%

		Nine Months Ended September 30, 2025
Valero Marketing & Supply		36.62	%
EDF, Inc.		10.17	%
Total		46.78	%

Gathering & Processing Agreements

We incur gathering and processing expense under various gathering and/or processing agreements with third-party midstream providers. None of our gathering and/or processing agreements includes minimum volume commitments.

Competition

The oil and natural gas industry is intensely competitive, and we compete with other companies that have greater resources. Many of these companies not only explore for and produce natural gas, but also carry on midstream and refining operations and market petroleum and other products on a regional, national or worldwide basis. These companies may be able to pay more for productive oil and natural gas properties or to define, evaluate, bid for and purchase a greater number of properties and prospects than our financial or human resources permit. In addition, these companies may have a greater ability to continue exploration activities during periods of low natural gas market prices. Our ability to acquire additional properties and to discover reserves in the future will be dependent upon our ability to evaluate and select suitable properties and to consummate transactions in a highly competitive environment. In addition, because we have fewer financial and human resources than many companies in our industry, we may be at a disadvantage in evaluating and bidding for oil and natural gas properties.

There is also competition between oil and natural gas producers and other industries producing energy and fuel. Furthermore, competitive conditions may be substantially affected by various forms of energy legislation and/or regulation considered from time to time by the governments of the United States and the jurisdictions in which we operate. It is not possible to predict the nature of any such legislation or regulation which may ultimately be adopted or its effects upon our future operations. Such laws and regulations may substantially increase the costs of developing natural gas and may prevent or delay the commencement or continuation of a given operation. Our larger or more integrated competitors may be able to absorb the burden of existing, and any changes to, federal, state and local laws and regulations more easily than we can, which would adversely affect our competitive position.

Seasonality of business

Generally, demand for natural gas, oil and NGL decreases during the spring and fall months and increases during the summer and winter months. However, certain natural gas and NGL markets utilize storage facilities and purchase some of their anticipated winter requirements during the summer, which can lessen seasonal demand fluctuations. In addition, seasonal anomalies such as mild winters or mild summers can have a significant impact on prices. These seasonal anomalies can pose challenges for meeting our objectives and can increase competition for equipment, supplies and personnel during the spring and summer months, which could lead to shortages, increased costs or delayed operations.

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Title to properties

We believe that we have satisfactory title to substantially all of our active properties in accordance with standards generally accepted in the oil and natural gas industry. Our properties are subject to customary royalty and overriding royalty interests, certain contracts relating to the exploration, development, operation and marketing of production from such properties, consents to assignment and preferential purchase rights, liens for current taxes, applicable laws and other burdens, encumbrances and irregularities in title, which we believe do not materially interfere with the use of or affect the value of such properties. Prior to acquiring producing wells, we endeavor to perform a title investigation on an appropriate portion of the properties that is thorough and is consistent with standard practice in the oil and natural gas industry. Generally, we conduct a title examination and perform curative work with respect to significant defects that we identify on properties that we operate. We believe that we have performed reasonable and protective title reviews with respect to an appropriate cross-section of our operated natural gas and oil wells.

Legislative and regulatory environment

Our oil, natural gas and natural gas liquids (“NGLs”) exploration, development, production and related operations and activities are subject to extensive federal, state and local laws, rules and regulations. Failure to comply with such rules and regulations can result in administrative, civil or criminal penalties, compulsory remediation and imposition of natural resource damages or other liabilities. Although the regulatory burden on the natural gas and oil industry increases our cost of doing business and, consequently, affects our profitability, we believe these obligations generally do not impact us differently or to any greater or lesser extent than they affect other operators in the oil and natural gas industry with similar operations and types, quantities and locations of production.

Regulation of production

In many states, oil and natural gas companies are generally required to obtain permits for drilling operations, provide drilling bonds, file reports concerning operations and meet other requirements related to the exploration, development and production of natural gas, oil and NGLs. Such states also have statutes and regulations addressing conservation matters, including provisions for unitization or pooling of natural gas and oil interests, rights and properties, the surface use and restoration of properties upon which wells are drilled and disposal of water produced or used in the drilling and completion process. These regulations include the establishment of maximum rates of production from natural gas and oil wells, rules as to the spacing, plugging and abandoning of such wells, restrictions on venting or flaring natural gas and requirements regarding the ratability of production, as well as rules governing the surface use and restoration of properties upon which wells are drilled.

These laws and regulations may limit the amount of natural gas, oil and NGLs that can be produced from wells in which we own an interest and may limit the number of wells, the locations in which wells can be drilled, or the method of drilling wells. Additionally, the procedures that must be followed under these laws and regulations may result in delays in obtaining permits and approvals necessary for our operations and therefore our expected timing of drilling, completion and production may be negatively impacted. These regulations apply to us directly as the operator of our leasehold. The failure to comply with these rules and regulations can result in substantial penalties.

Regulation of sales and transportation of liquids

Sales of condensate and NGLs are not currently regulated and are made at negotiated prices. Nevertheless, Congress has enacted price controls in the past and could reenact such controls in the future.

Our sales of NGLs are affected by the availability, terms and cost of transportation. The transportation of NGLs in common carrier pipelines is subject to rate and access regulation. The Federal Energy Regulatory Commission (“FERC”) regulates interstate oil, NGLs and other liquid pipeline transportation rates under the Interstate Commerce Act. In general, interstate liquids pipeline rates are set using an annual indexing methodology, however, a pipeline may also use a cost-of-service approach, settlement rates or market-based rates in certain circumstances.

Intrastate liquids pipeline transportation rates are subject to regulation by state regulatory commissions. The basis for intrastate liquids pipeline regulation, and the degree of regulatory oversight and scrutiny given to intrastate liquids pipeline rates, varies from state to state. Insofar as effective interstate and intrastate rates and regulations regarding

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access are equally applicable to all comparable shippers, we believe that the regulation of liquids transportation will not affect our operations in any way that is of material difference from those of our competitors who are similarly situated.

Regulation of transportation and sales of natural gas

Historically, the transportation and sale for resale of natural gas in interstate commerce has been regulated by agencies of the U.S. federal government, primarily FERC. In the past, the federal government has regulated the prices at which natural gas could be sold. While sales by producers of natural gas can currently be made at uncontrolled market prices, Congress could reenact price controls in the future. Deregulation of wellhead natural gas sales began with the enactment of the Natural Gas Policy Act of 1978 (the “NGPA”) and culminated in adoption of the Natural Gas Wellhead Decontrol Act which removed controls affecting wellhead sales of natural gas effective January 1, 1993. The transportation and sale for resale of natural gas in interstate commerce is regulated primarily under the Natural Gas Act of 1938 (the “NGA”) and the NGPA, and by regulations and orders promulgated by FERC. In certain limited circumstances, intrastate transportation and wholesale sales of natural gas may also be affected directly or indirectly by laws enacted by Congress and by FERC regulations.

The Energy Policy Act of 2005 (the “EP Act of 2005”) amended the NGA and NGPA to add an anti-market manipulation provision which makes it unlawful for any entity to engage in prohibited behavior to be prescribed by FERC. The EP Act of 2005 also provided FERC with the power to assess civil penalties of up to $1,000,000 per day (adjusted annually for inflation) for violations of the NGA and NGPA. As of 2025, the new adjusted maximum penalty amount is $1,584,648 per violation, per day. The civil penalty provisions are applicable to entities that engage in the sale and transportation of natural gas for resale in interstate commerce.

On January 19, 2006, FERC issued Order No. 670, implementing the anti-market manipulation provision of the EP Act of 2005, and subsequently denied rehearing. The resulting rules make it unlawful, in connection with the purchase or sale of natural gas subject to the jurisdiction of FERC, or the purchase or sale of transportation services subject to the jurisdiction of FERC, for any entity, directly or indirectly, to: (i) use or employ any device, scheme or artifice to defraud; (ii) make any untrue statement of material fact or omit to make any such statement necessary to make the statements made not misleading; or (iii) engage in any act or practice that operates as a fraud or deceit upon any person. The anti-market manipulation rule does not apply to activities that relate only to intrastate or other non-FERC jurisdictional sales or gathering, but does apply to activities of gas pipelines and storage companies that provide interstate services. FERC also interprets its authority to reach otherwise non-jurisdictional entities to the extent the activities are conducted “in connection with” gas sales, purchases or transportation subject to FERC jurisdiction, which includes the annual reporting requirements under Order 704, described below. However, in October 2022, the Fifth Circuit ruled that FERC’s jurisdiction to regulate market manipulation is limited to interstate transactions only and does not reach intrastate natural gas transactions.

On December 26, 2007, FERC issued Order 704, a final rule on the annual natural gas transaction reporting requirements, as amended by subsequent orders on rehearing. As a result of these orders, wholesale buyers and sellers of more than 2.2 million MMBtus of physical natural gas in the previous calendar year, including oil and natural gas producers, gatherers and marketers, are now required to report, by May 1 of each year, aggregate volumes of natural gas purchased or sold at wholesale in the prior calendar year to the extent such transactions utilize, contribute to, or may contribute to the formation of price indices. It is the responsibility of the reporting entity to determine which individual transactions should be reported based on the guidance provided by FERC. Market participants must also indicate whether they report prices to any index publishers, and if so, whether their reporting complies with FERC’s policy statement on price reporting.

Gathering service, which occurs upstream of jurisdictional transportation services, is regulated by the states onshore and in state waters. Section 1(b) of the NGA exempts natural gas gathering facilities from regulation by FERC. Although FERC has set forth a general test for determining whether facilities perform a non-jurisdictional gathering facilities function or a jurisdictional transportation function, FERC’s determinations as to the classification of facilities are done on a case-by-case basis. To the extent that FERC issues an order that reclassifies certain non-jurisdictional gathering facilities as jurisdictional transportation facilities, and depending on the scope of that decision, our costs of getting gas to point of sale locations may increase. We believe that the natural gas pipelines in our gathering systems meet the traditional tests FERC has used to establish a pipeline’s status as a gatherer not subject to regulation as a natural gas company. However, the distinction between FERC-regulated transportation

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services and federally unregulated gathering services could be the subject of ongoing litigation, so the classification and regulation of our gathering facilities could be subject to change based on future determinations by FERC, the courts or Congress. State regulation of natural gas gathering facilities generally includes various occupational safety, environmental and, in some circumstances, nondiscriminatory-take requirements. Although such regulation has not generally been affirmatively applied by state agencies, natural gas gathering may receive greater regulatory scrutiny in the future.

In addition, the pipelines in the gathering systems on which we rely may be subject to regulation by the U.S. Department of Transportation. The Pipeline and Hazardous Materials Safety Administration (“PHMSA”) has established a risk-based approach to determine which gathering pipelines are subject to regulation and what safety standards regulated gathering pipelines must meet. Over the past several years PHMSA has taken steps to expand the regulation of rural gathering lines and impose a number of reporting and inspection requirements on regulated pipelines, and additional requirements are expected in the future. On November 15, 2021, PHMSA released a final rule that expands the definition of regulated gathering pipelines and imposes safety measures on certain currently unregulated gathering pipelines. The final rule also imposes reporting requirements on all gathering pipelines and specifically requires operators to report safety information to PHMSA. The future adoption of laws or regulations that apply more comprehensive or stringent safety standards could increase the expenses we incur for gathering service.

The price at which we sell natural gas is not currently subject to federal rate regulation and, for the most part, is not subject to state regulation. However, with regard to our physical and financial sales of these energy commodities, we are required to observe anti-market manipulation laws and related regulations enforced by FERC under the EP Act of 2005 and by the Commodity Futures Trading Commission (the “CFTC”) under the Commodity Exchange Act (the “CEA”) as amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act, and regulations promulgated thereunder. The CEA prohibits any person from manipulating or attempting to manipulate the price of any commodity in interstate commerce or futures on such commodity. The CEA also prohibits knowingly delivering or causing to be delivered false or misleading or knowingly inaccurate reports concerning market information or conditions that affect or tend to affect the price of a commodity as well as certain disruptive trading practices. Should we violate the anti-market manipulation laws and regulations, we could also be subject to related third-party damage claims by, among others, sellers, royalty owners and taxing authorities.

Intrastate natural gas transportation is also subject to regulation by state regulatory agencies. The basis for intrastate regulation of natural gas transportation and the degree of regulatory oversight and scrutiny given to intrastate natural gas pipeline rates and services varies from state to state. As such regulation within a particular state will generally affect all intrastate natural gas shippers within the state on a comparable basis, we believe that the regulation of similarly situated intrastate natural gas transportation in any states in which we operate and ship natural gas on an intrastate basis will not affect our operations in any way that is of material difference from those of our competitors. Like the regulation of interstate transportation rates, the regulation of intrastate transportation rates affects the marketing of natural gas that we produce, as well as the revenues we receive for sales of our natural gas.

Changes in law and to FERC, PHMSA, the CFTC, or state policies and regulations may adversely affect the availability and reliability of firm and/or interruptible transportation service on interstate and intrastate pipelines, and we cannot predict what future action FERC, PHMSA, the CFTC, or state regulatory bodies will take. We do not believe, however, that any regulatory changes will affect us in a way that materially differs from the way they will affect other oil and natural gas producers and marketers with which we compete.

Regulation of environmental and occupational safety and health matters generally

Our operations are subject to numerous stringent federal, regional, state and local statutes and regulations governing environmental protection, occupational safety and health, and the release, discharge or disposal of materials into the environment, some of which carry substantial administrative, civil and criminal penalties for failure to comply. Applicable U.S. federal environmental laws include, but are not limited to, the CERCLA, the CWA and the CAA. In addition, state and local laws and regulations set forth specific standards for drilling wells, the maintenance of bonding requirements in order to drill or operate wells, the spacing and location of wells, the method of drilling and casing wells, the surface use and restoration of properties upon which wells are drilled, the plugging and abandoning of wells, the prevention and cleanup of pollutants, and other matters. These laws and regulations may, among other things, require the acquisition of permits to conduct exploration, drilling, and production operations; restrict the types, quantities and

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concentrations of various substances that can be released into the environment in connection with drilling, production and transporting through pipelines; govern the sourcing and disposal of water used in the drilling and completion process; limit or prohibit construction or drilling activities in sensitive areas such as wilderness, wetlands, frontier and other protected areas; require investigatory or remedial actions to prevent or mitigate pollution conditions caused by our operations; impose obligations to reclaim and abandon well sites and pits; establish specific safety and health criteria addressing worker protection; and impose substantial liabilities for pollution resulting from operations or failure to comply with regulatory filings. Additionally, Congress and federal and state agencies frequently revise environmental laws and regulations, and any changes that result in delay or more stringent and costly permitting, waste handling, disposal and clean-up requirements for the oil and gas industry could have a significant impact on our operating costs. Although future environmental obligations are not expected to have a material impact on the results of our operations or financial condition, there can be no assurance that future developments, such as increasingly stringent environmental laws or enforcement thereof, will not cause us to incur material environmental liabilities or costs.

Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal fines and penalties, loss of leases, the imposition of investigatory or remedial obligations and the issuance of orders enjoining some or all of our operations in affected areas. These laws and regulations may also restrict the rate of oil and natural gas production below the rate that would otherwise be possible. The regulatory burden on the oil and gas industry increases the cost of doing business in the industry and consequently affects profitability. It is possible that, over time, environmental regulation could evolve to place more restrictions and limitations on activities that may affect the environment, and thus, any changes in environmental laws and regulations or reinterpretation of enforcement policies that result in more stringent and costly well drilling, construction, completion or water management activities or waste handling, storage, transport, disposal, or remediation requirements could require us to make significant expenditures to attain and maintain compliance and may otherwise have a material adverse effect on our results of operations and financial position. We may be unable to pass on such increased compliance costs to our customers. Moreover, accidental releases or spills may occur in the course of our operations, and we cannot be sure that we will not incur significant costs and liabilities as a result of such releases or spills, including any third-party claims for damage to property, natural resources or persons. Although we believe that we are in substantial compliance with applicable environmental laws and regulations and that continued compliance with existing requirements will not have a material adverse impact on our business, there can be no assurance that this will continue in the future.

The following is a summary of the more significant existing environmental and occupational health and safety laws and regulations, as amended from time to time, to which our business operations are subject and for which compliance may have a material adverse impact on our capital expenditures, results of operations or financial position.

Hazardous substances and wastes

CERCLA, also known as the “Superfund” law, and comparable state laws, impose liability without regard to fault or the legality of the original conduct, on certain classes of persons with respect to the release of a “hazardous substance” into the environment. These classes of persons, or, as termed in CERCLA, potentially responsible parties, include the current and past owners or operators of a disposal site or site where the release occurred and anyone who disposed or arranged for the disposal of the hazardous substances found at such sites. Under CERCLA, such persons may be subject to joint and several, strict liability for the costs of cleaning up the hazardous substances that have been released into the environment and for damages to natural resources. It is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances released into the environment. We are able to control directly the operation of only those wells with respect to which we act as operator. Notwithstanding our lack of direct control over wells operated by others, the failure of an operator other than us to comply with applicable environmental regulations may, in certain circumstances, be attributed to us. We generate materials in the course of our operations that may be regulated as hazardous substances under CERCLA and other environmental laws but we are unaware of any liabilities for which we may be held responsible that would materially and adversely affect our business operations. While petroleum and crude oil fractions are generally not considered hazardous substances under CERCLA and its analogues because of the so-called “petroleum exclusion,” adulterated petroleum products containing other hazardous substances have been treated as hazardous substances in the past.

We also generate solid and hazardous wastes that may be subject to the requirements of the RCRA, and analogous state laws. RCRA regulates the generation, handling, storage, treatment, transport and disposal of nonhazardous and hazardous solid wastes. RCRA specifically excludes “drilling fluids, produced waters and other wastes associated with the development or production of crude oil, natural gas or geothermal energy” from regulation as hazardous wastes. With the approval of the EPA, individual states can administer some or all of the provisions of RCRA and

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some states have adopted their own, more stringent requirements. However, legislation has been proposed from time to time and various environmental groups have filed lawsuits that, if successful, could result in the reclassification of certain natural gas and oil exploration and production wastes as “hazardous wastes,” which would make such wastes subject to much more stringent handling, disposal and clean-up requirements. Any future loss of the RCRA exclusion for drilling fluids, produced waters and related wastes could result in an increase in our costs to manage and dispose of generated wastes, which could have a material adverse effect on our results of operations and financial position. In addition, in the course of our operations, we generate some amounts of ordinary industrial wastes, such as paint wastes, waste solvents, laboratory wastes and waste compressor oils that may be regulated as hazardous wastes if such wastes are determined to have hazardous characteristics. Although the costs of managing hazardous waste may be significant, we do not believe that our costs in this regard are materially more burdensome than those for similarly situated companies.

We currently own, lease or operate numerous properties that may have been used by prior owners or operators for oil and natural gas development and production activities for many years. Although we believe that we have utilized operating and waste disposal practices that were standard in the industry at the time, hazardous substances, wastes or petroleum hydrocarbons may have been released on, under or from the properties owned or leased by us, or on, under or from other locations, including off-site locations where such substances have been taken for recycling or disposal. In addition, some of our properties may have been operated by third parties or by previous owners or operators whose treatment and disposal of hazardous substances, wastes or petroleum hydrocarbons was not under our control. These properties and the substances disposed or released on, under or from them may be subject to CERCLA, RCRA and/or analogous state laws. Under such laws, we could be required to undertake response or corrective measures, which could include removal of previously disposed substances and wastes, cleanup of contaminated property or performance of remedial plugging or pit closure operations to prevent future contamination.

Water discharges

The Federal Water Pollution Control Act, also known as the CWA, and comparable state laws impose restrictions and strict controls regarding the discharge of pollutants, including spills and leaks of oil and other natural gas wastes, into or near waters of the United States or state waters. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or an analogous state agency. The discharge of dredge and fill material into regulated waters, including wetlands, is also prohibited, unless authorized by a permit issued by the U.S. Army Corps of Engineers (the “Corps”). The scope of federal jurisdiction under the CWA over these regulated waters continues to be subject to significant uncertainty and litigation. The EPA and the Corps issued a final rule on the federal jurisdictional reach over waters of the United States in 2015, which never took effect before being replaced by the Navigable Waters Protection Rule (the “NWPR”) in December 2019. A coalition of states and cities, environmental groups, and agricultural groups challenged the NWPR, which was vacated by a federal district court in August 2021. The EPA and Corps underwent a further rulemaking process to attempt to redefine the definition of waters of the United States; however, the U.S. Supreme Court’s decision in Sackett v. EPA invalidated the prior test used by the EPA to determine whether wetlands qualify as navigable waters of the United States, and on September 8, 2023, the EPA and the Corps published a final rule to align the definition of “waters of the United States” with the U.S. Supreme Court’s decision in Sackett v. EPA. In March 2025, the EPA and the Corps announced their intention to undertake a rulemaking process to revise the 2023 rule. On November 20, 2025, the EPA and the Corps published a proposed rule to revise the definition of “waters of the United States” under the CWA to comply with the Sackett decision, with comments due by January 5, 2026, which could reduce the number and size of federally jurisdictional waters. To the extent any new rules or court decisions expand the scope of the CWA’s jurisdiction, we could face increased costs and delays with respect to obtaining permits, including for dredge and fill activities in wetland areas.

The process for obtaining permits also has the potential to delay our operations. For example, on June 18, 2025, the Corps issued a proposal to reissue and modify “Nationwide Permits” that authorize certain dredge and fill activities in jurisdictional wetlands related to pipeline projects, including Nationwide Permit 12 (“NWP 12”), the general permit issued by the Corps for pipelines and utility projects. Any changes to NWP 12 could have an impact on our business. If new oil and gas pipeline projects are unable to utilize NWP 12 or identify an alternate means of CWA compliance, such projects could be significantly delayed. Additionally, spill prevention, control and countermeasure plans, also referred to as “SPCC plans,” are required by federal law in connection with on-site storage of significant quantities of oil. Compliance may require appropriate containment berms and similar structures to help prevent the contamination of navigable waters by a petroleum hydrocarbon tank spill, rupture or leak.

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Safe Drinking Water Act

The SDWA grants the EPA broad authority to take action to protect public health when an underground source of drinking water is threatened with pollution that presents an imminent and substantial endangerment to humans. The SDWA also regulates saltwater disposal wells under the Underground Injection Control Program. The EP Act of 2005 amended the Underground Injection Control provisions of the SDWA to expressly exclude certain hydraulic fracturing from the definition of “underground injection,” but disposal of hydraulic fracturing fluids and produced water or their injection for enhanced oil recovery is not excluded. In 2014, the EPA issued permitting guidance governing hydraulic fracturing with diesel fuels. While we do not currently use diesel fuels in our hydraulic fracturing fluids, we may become subject to federal permitting under the SDWA if our fracturing formula changes.

Air emissions

The CAA and comparable state laws restrict the emission of air pollutants from many sources, including compressor stations, through the issuance of permits and other requirements. These laws and regulations may require us to obtain pre-approval for the construction or modification of certain projects or facilities expected to produce or significantly increase air emissions, obtain and strictly comply with stringent air permit requirements or utilize specific equipment or technologies to control emissions of certain pollutants. The need to obtain permits has the potential to delay the development of oil and natural gas projects. Over the next several years, we may be required to incur certain capital expenditures for air pollution control equipment or other air emissions related issues. For example, in October 2015, the EPA lowered the National Ambient Air Quality Standard (“NAAQS”) for ozone from 75 to 70 parts per billion. In December 2020, the EPA announced its intention to leave the ozone NAAQS unchanged at 70 parts per billion. The EPA is currently reconsidering its 2020 decision to retain the 2015 NAAQS. Further, in June 2016, the EPA also finalized rules regarding criteria for aggregating multiple small surface sites into a single source for air-quality permitting purposes applicable to the oil and gas industry. These rules could cause small facilities, on an aggregate basis, to be deemed a major source, thereby triggering more stringent air permitting processes and requirements.

If the EPA were to adopt more stringent NAAQS for ozone, under the CAA, state implementation of the revised NAAQS could result in stricter permitting requirements, delay or prohibit our ability to obtain such permits, and result in increased expenditures for pollution control equipment, the costs of which could be significant. In addition, the EPA has adopted rules under the CAA that require the reduction of volatile organic compound and methane emissions from certain fractured and refractured natural gas wells for which well completion operations are conducted and further require that most wells use reduced emission completions, also known as “green completions.” These regulations also establish specific requirements regarding emissions from production-related wet seal and reciprocating compressors, and from pneumatic controllers and storage vessels. In addition, the regulations place requirements to detect and repair volatile organic compound and methane at certain well sites and compressor stations. On July 4, 2025, President Trump signed the One Big Beautiful Bill into law which, among other things, postpones the EPA’s imposition of the recent methane Waste Emissions Charge to 2034, lowers royalties on federal onshore oil and gas leases, and repeals a royalty imposed on waste methane produced from federal oil and gas leases. On July 29, 2025, the EPA issued an interim final rule extending several compliance deadlines associated with the 2024 New Source Performance Standards (“NSPS OOOOb”) and Emissions Guidelines (“EG OOOOc”) for the oil and gas industry. NSPS OOOOb and EG OOOOc were published in March 2024 and took effect in May 2024. EPA announced its intention to reconsider NSPS OOOOb and EG OOOOc in March 2025. On July 29, 2025, EPA released a pre-publication proposed rule which would rescind EPA’s 2009 final rule under the Clean Air Act finding that GHGs endanger the public health and welfare of current and future generations and that emissions of GHGs from new motor vehicles contribute to GHG pollution that threatens the public health and welfare. On September 16, 2025, the EPA announced a proposal to end the Greenhouse Gas Reporting Program (“GHGRP”) for all sectors except petroleum and natural gas systems (excluding reporting for natural gas distribution). Reporting for petroleum and natural gas systems under the GHGRP would be deferred until 2034 under the proposal. As a result, there remains considerable uncertainty surrounding regulation of GHG and methane emissions from oil and gas operations.

Oil Pollution Act

The OPA establishes strict liability for owners and operators of facilities that are the source of a release of oil into waters of the U.S. The OPA and its associated regulations impose a variety of requirements on responsible parties, including owners and operators of certain facilities from which oil is released, related to the prevention of oil spills and liability for damages resulting from such spills. While liability limits apply in some circumstances, a party cannot take advantage of liability limits if the spill was caused by gross negligence or willful misconduct, resulted from violation of a federal safety, construction or operating regulation, or if the party fails to report a spill or to cooperate fully in

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the cleanup. Few defenses exist to the liability imposed by the OPA. The OPA imposes ongoing requirements on a responsible party, including the preparation of oil spill response plans and proof of financial responsibility to cover environmental cleanup and restoration costs that could be incurred in connection with an oil spill.

National Environmental Policy Act

Oil and natural gas exploration and production activities on federal lands are subject to NEPA. NEPA requires federal agencies to evaluate major agency actions having the potential to significantly impact the environment. The process involves the preparation of an environmental assessment and, if necessary, an environmental impact statement depending on whether the specific circumstances surrounding the proposed federal action have the potential to significantly impact the environment. The NEPA process involves public input through comments which can alter the nature of a proposed project either by limiting the scope of the project or requiring resource-specific mitigation. NEPA decisions can be appealed through the court system by process participants. This process may result in delaying the permitting and development of projects, may increase the costs of permitting and developing some facilities and could result in certain instances in the cancellation of existing leases. However, the current administration has taken actions to revise the scope of NEPA reviews and the U.S. Supreme Court has recently limited the scope of federal agencies’ obligations related to environmental review pursuant to NEPA in Seven County Infrastructure Coalition v. Eagle County. While these changes are aimed at streamlining NEPA reviews, the ultimate result of these changes is unknown at this time.

Endangered Species Act and Migratory Bird Treaty Act

The ESA restricts activities that may affect endangered or threatened species or their habitat. Similar protections are offered to migratory birds under the MBTA. To the extent that species that are listed under the ESA or similar state laws, or are protected under the MBTA, inhabit the areas where we conduct operations, our operations could be adversely impacted. Moreover, drilling activities may be delayed, restricted or precluded in protected habitat areas or during certain seasons, such as breeding and nesting seasons.

The identification or designation of previously unprotected species as threatened or endangered in areas where underlying property operations are conducted could cause us to incur increased costs arising from species protection measures or could result in limitations on our development activities that could have an adverse impact on our ability to develop and produce reserves. If we were to have a portion of our leases designated as critical or suitable habitat, it could adversely impact the value of our leases.

Climate change

The threat of climate change continues to attract considerable attention in the United States and around the world. Numerous proposals have been made and could continue to be made at the international, national, regional and state levels of government to monitor and limit existing emissions of GHGs. These efforts have included consideration of cap-and-trade programs, carbon taxes, GHG disclosure obligations and regulations that directly limit GHG emissions from certain sources. As a result, our operations are subject to a series of regulatory, political, litigation and financial risks associated with the production and processing of fossil fuels and the emission of GHGs.

If more stringent laws and regulations relating to climate change and GHGs are adopted, it could cause us to incur material expenses to comply with such laws and regulations. These requirements could adversely affect our operations and restrict or delay our ability to obtain air permits for new or modified sources.

For example, there are a number of state and regional efforts to regulate emissions of methane from new and existing sources within the oil and natural gas source category. Compliance with these rules will require enhanced record-keeping practices, the purchase of new equipment, and increased frequency of maintenance and repair activities to address emissions leakage at certain well sites and compressor stations, and also may require hiring additional personnel to support these activities or the engagement of third-party contractors to assist with and verify compliance.

In addition, Congress has from time to time considered adopting legislation to reduce emissions of GHGs, although the current U.S. presidential administration has opposed action aimed at limiting GHG emissions. At the international level, in April 2016, the U.S. joined the international community at the 21st Conference of the Parties of the United Nations Framework Convention on Climate Change in Paris, France, which resulted in an agreement intended to nationally determine their contributions and set GHG emission reduction goals every five years beginning in 2020. In January 2025, the U.S. submitted its notice to withdraw from the Paris Agreement, with the withdrawal effective on January 27, 2026. Additionally at the international level, the International Court of Justice issued an advisory opinion

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in July, 23, 2025, stating that all nations have certain obligations to prevent significant harm to the environment under customary duties of international law, which the International Court of Justice interpreted to include the obligation to mitigate climate change, including by the domestic regulation of fossil fuel-related industrial activities and other private actors. It remains uncertain how the International Court of Justice’s advisory opinion could be interpreted or otherwise acted on by nations or other actors, including in ways that could affect our business operations.

Separately, many U.S. state and local leaders and foreign governments have intensified or stated their intent to intensify efforts to support international climate commitments and treaties and have developed programs that are aimed at reducing GHG emissions, such as by means of cap and trade programs, carbon taxes, encouraging the use of renewable energy or alternative low-carbon fuels, or imposing new climate-related reporting requirements. Cap and trade programs, for example, typically require major sources of GHG emissions to acquire and surrender emission allowances in return for emitting those GHGs.

Any legislation or regulatory programs aimed at reducing GHG emissions, addressing climate change more generally, or requiring the disclosure of climate-related information could increase the cost of consuming, and thereby reduce demand for, the oil, natural gas or NGLs we produce or otherwise have an adverse effect on our business, financial condition and results of operations.

There are also increasing financial risks for fossil fuel producers as shareholders, bondholders and lenders currently may elect in the future to shift some or all of their investments into non-fossil fuel energy-related sectors. Certain institutional lenders who provide financing to fossil-fuel energy companies also have shifted their investment practices to those that favor “clean” power sources, such as wind and solar, making those sources more attractive, and some of them may elect not to provide funding for fossil fuel energy companies in the short or long term. Many of the largest U.S. banks have made “net zero” carbon emission commitments and have announced that they will assess financed emissions across their portfolios and take steps to quantify and reduce those emissions. There is also a risk that financial institutions will be pressured or required to adopt policies limiting funding for the fossil fuel sector. Although there has been recent political support to counteract these initiatives, these and other developments in the financial sector could lead to some lenders restricting access to capital for or divesting from certain industries or companies, including the oil and gas sector, or requiring that borrowers take additional steps to reduce their GHG emissions. Any material reduction in the capital available to us could make it more difficult to secure funding for exploration, development and production activities and have an adverse effect on our business, financial condition and results of operations.

Hydraulic fracturing

Hydraulic fracturing is a common practice that is used to stimulate production of oil and/or natural gas from low permeability subsurface rock formations and is important to our business. The hydraulic fracturing process involves the injection of water, proppants and chemicals under pressure into targeted subsurface formations to fracture the hydrocarbon-bearing rock formation and stimulate production of hydrocarbons. Presently, hydraulic fracturing is primarily regulated at the state level, typically by state natural gas commissions, but the practice has become increasingly controversial in certain parts of the country, resulting in increased scrutiny and regulation. For example, the EPA has asserted federal regulatory authority pursuant to the SDWA over certain hydraulic fracturing activities involving the use of diesel fuels in fracturing fluid and published guidance for such activities.

At the state level, a growing number of states, including the states in which we conduct operations, have adopted or are considering regulations that could impose more stringent permitting, disclosure or well construction and monitoring requirements on hydraulic fracturing activities. Local governments may also adopt ordinances within their jurisdictions regulating the time, place and manner of drilling activities in general or hydraulic fracturing activities in particular.

If new or more stringent federal, state or local legal restrictions relating to the hydraulic fracturing process are adopted in areas where we operate, our fracturing activities could become subject to additional permitting and financial assurance requirements, more stringent construction specifications, increased monitoring, reporting and record-keeping obligations, plugging and abandonment requirements and attendant permitting delays or curtailment in the pursuit of exploration, development, or production activities, and perhaps even be precluded from drilling wells. Such changes could cause us to incur substantial compliance costs, and compliance or the consequences of any failure to comply by us could have a material adverse effect on our financial condition and results of operations. At this time, it is not possible to estimate the impact on our business of newly enacted or potential legislation or regulation governing hydraulic fracturing, and any of the above risks could impair our ability to manage our business and have a material adverse effect on our operations, cash flows and financial position.

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Worker health and safety

We are subject to a number of federal and state laws and regulations, including OSHA, and comparable state statutes, whose purpose is to protect the health and safety of workers. For example, the OSHA hazard communication standard, the Emergency Planning and Community Right-to-Know Act and comparable state statutes and any implementing regulations require that we maintain, organize and/or disclose information about hazardous materials used or produced in our operations and that this information be provided to employees, state and local governmental authorities and citizens. Other OSHA standards regulate specific worker safety aspects of our operations. Failure to comply with OSHA requirements can lead to the imposition of penalties.

Related permits and authorizations

Many environmental laws require us to obtain permits or other authorizations from state and/or federal agencies before initiating certain drilling, construction, production, operation or other oil and natural gas activities, and to maintain these permits and compliance with their requirements for ongoing operations. These permits are generally subject to protest, appeal or litigation, which can in certain cases delay or halt projects and cease production or operation of wells, pipelines and other operations.

Related insurance

We maintain insurance against some contamination risks associated with our development activities, including a coverage policy for gradual pollution events. However, this insurance is limited to activities at the well site and there can be no assurance that this insurance will continue to be commercially available or that this insurance will be available at premium levels that justify its purchase by us. The occurrence of a significant event that is not fully insured or indemnified against could have a materially adverse effect on our financial condition and operations.

Human Capital Resources

We aim to provide a safe, healthy, respectful, and fair workplace for all employees. We believe our employees’ talent and wellbeing is foundational to delivering on our corporate strategy, and that intentional human capital management strategies enable us to attract, develop, retain and reward our dedicated employees.

As of December 31, 2024, we had 135 total employees, 125 of whom were full-time employees. From time to time, we utilize the services of independent contractors to perform various field and other services. We are not a party to any collective bargaining agreements and have not experienced any strikes or work stoppages. In general, we believe that employee relations are satisfactory.

Employee Safety and Health

The health, safety, and well-being of our employees is a top priority. In addition to our commitment to complying with all applicable safety, health, and environmental laws and regulations, we are focused on minimizing the risk of workplace incidents and preparing for emergencies as a priority element of our culture. We work to reduce safety incidents in our business and actively seek opportunities to make safety culture and procedural improvements.

Legal proceedings

The Company may, from time to time, be involved in litigation and claims arising out of its operations in the normal course of business. The Company is not currently a party to any material legal proceedings. In addition, the Company is not aware of any material legal proceedings contemplated to be brought against the Company.

The Company, as an owner and operator of oil and gas properties, is subject to various federal, state and local laws and regulations relating to discharge of materials into, and protection of, the environment. These laws and regulations may, among other things, impose liability on the lessee under an oil and gas lease for the cost of pollution cleanup resulting from operations and subject the lessee to liability for pollution damages. In some instances, the Company may be directed to suspend or cease operations in the affected area. The Company maintains insurance coverage that is customary in the industry, although the Company is not fully insured against all environmental risks.

The Company is not aware of any environmental claims existing as of September 30, 2025. There can be no assurance, however, that current regulatory requirements will not change, or past non-compliance with environmental issues will not be discovered on the Company’s oil and gas properties.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF PRESIDIO INVESTMENT HOLDINGS LLC

The following discussion and analysis provide information that the management of Presidio Investment Holdings LLC (referred to as the “Company”, “we”, “us”, “our” and “PIH”) believes is relevant to an assessment and understanding of PIH’s consolidated results of operations and financial condition. The discussion and analysis should be read together with the section of this proxy statement/prospectus entitled “Summary Historical Consolidated Financial Information of PIH”, PIH’s audited consolidated financial statements as of and for the years ended December 31, 2024 and 2023 and the related notes thereto included elsewhere in this proxy statement/prospectus, and PIH’s unaudited consolidated financial statements as of the nine months ended September 30, 2025 and 2024 and the related notes thereto included elsewhere in this proxy statement/prospectus.

This discussion includes forward-looking statements based on current expectations and projections. These statements involve risks and uncertainties, and actual results could differ materially from those discussed. A detailed description of potential risk factors can be found under “Risk Factors — Risks Related to PIH and to Presidio’s Business Following the Business Combination” and elsewhere in this proxy statement/prospectus.

Overview

PIH is an independent energy company headquartered in Texas and founded in 2017. The Company is primarily engaged in oil and gas exploration and production, with operations concentrated across the Western Anadarko Basin of Texas, Oklahoma, and Kansas. The Company’s strategy is centered on acquiring existing producing assets and applying engineering expertise to enhance performance and extend asset life. The proven business model is designed to create sustainable value by investing in long-lived reserves, reducing emissions, improving asset integrity, and generating consistent, hedge-protected cash flow. Unlike many peers focused on new resource development, PIH maximizes value by fully exploiting existing reserves — safely and efficiently operating wells to extend their productive lives and economic contribution.

Management places emphasis on operating cash flow in managing the business as operating cash flow considers the cash expenses incurred during the period and excludes non-cash expenditures not directly related to operations.

Key Factors Affecting Performance

PIH’s revenues, cash flows from operations and future growth depend substantially upon:

•        the prices and the supply and demand for oil and natural gas;

•        the quantity of oil and natural gas production from its wells;

•        changes in the fair value of the derivative instruments used to reduce exposure to fluctuations in the price of oil and natural gas;

•        the ability to continue to identify and acquire high-quality strategic acquisition opportunities; and

•        the level of operating expenses.

In addition to the factors that affect companies in the industry generally, the Company’s operating results are subject to factors specifically impacting the areas of operation in Texas, Oklahoma, and Kansas. These factors include the potential adverse impact of weather on production and transportation activities, particularly during the winter and spring months, as well as infrastructure limitations, transportation capacity, regulatory matters and other factors that may specifically affect this region.

Market Conditions

Commodity price fluctuations can materially affect the value of oil and natural gas reserves, as well as revenues and cash flows, regardless of operating performance. Future movements in oil, natural gas, and natural gas liquids (“NGLs”) prices are inherently unpredictable, and historically such prices have been highly volatile. Management expects this volatility to continue. To mitigate a portion of its exposure to commodity price swings and basis differentials, the Company utilizes derivative instruments.

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The oil and natural gas industry is subject to numerous risks and uncertainties. Actual results may differ materially due to factors including, but not limited to, fluctuations in commodity prices; shifts in supply and demand; regulatory changes; economic conditions; competitive dynamics; capital availability; weather; depletion rates of existing oil and natural gas wells; customers’ willingness to invest in new development; and geopolitical events.

Current uncertainties impacting market conditions include the ongoing war in Ukraine, conflict in the Middle East, interest rate volatility, global and regional supply chain disruptions, and the potential imposition of new tariffs. Additional pressures such as OPEC+’s decision to potentially increase production beginning in November 2025, concerns over a potential economic slowdown or recession, and instability in the financial sector have contributed to recent pricing volatility and are expected to continue influencing markets through 2025 and beyond.

At the local level, the Company remains dependent on the reliability and performance of infrastructure required to gather, process, and transport its crude oil, natural gas and NGLs.

Pursuant to the terms of its ABS II Notes, the Company is required to employ a hedging strategy in which we, at all times, maintain 24 months of commodity hedges in an amount not less than 85% of the projected production of oil, natural gas and NGLs, limiting downside risk from material change in commodity prices. Even so, the remainder of the Company’s unhedged production exposed to commodity price volatility would negatively impact the Company’s results of operations if commodity prices were to decline materially from current levels.

PIH’s price hedging strategy and future hedging transactions will be determined at management’s discretion, subject to terms of certain agreements governing the Company’s indebtedness. The prices at which the Company hedges future production will depend on prevailing commodity prices at the time such transactions are executed, which may be significantly higher or lower than current levels. Accordingly, while the hedging strategy provides downside protection against commodity price volatility, it may also limit upside during periods of rising prices.

Prices for various quantities of oil, natural gas and NGLs that are produced significantly impact revenues and cash flows. The following table summarizes average commodity prices for the periods presented with Henry Hub on a per Mcf basis, and with Mont Belvieu and WTI on a per barrel of oil basis:

		Nine Months Ended September 30,						Year ended December 31,
		2025			2024			2024			2023
Henry Hub (per Mcf)		$	3.39		$	2.10		$	2.19		$	2.53
Mont Belvieu (per Boe)		$	27.58		$	27.55		$	32.68		$	29.86
WTI (per Bbl)		$	66.79		$	77.61		$	76.63		$	77.58

Commodity Prices

WTI Oil Pricing

The average WTI oil price was $66.79 per barrel for the nine months ended September 30, 2025, a 14% decrease from $77.61 per barrel for the nine months ended September 30, 2024.

Settled derivatives reduced realized oil prices by $7.75 per barrel in the nine months ended September 30, 2025, compared to a reduction of $17.01 per barrel in the nine months ended September 30, 2024.

For the year ended December 31, 2024, the average WTI price was $76.63 per barrel, slightly below the average of $77.58 per barrel for the year ended December 31, 2023. Settled derivatives reduced realized oil prices by $15.53 per barrel and $20.83 per barrel for the years ended December 31, 2024 and 2023, respectively.

Henry Hub Natural Gas Pricing

The average Henry Hub natural gas price was $3.39 per Mcf for the nine months ended September 30, 2025, up 61% from $2.10 per Mcf for the nine months ended September 30, 2024. Settled derivatives reduced realized gas prices by $0.44 per Mcf in the nine months ended September 30, 2025 compared to an increase of $0.27 per Mcf in the same period of 2024.

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The average Henry Hub natural gas price was $2.19 per Mcf for the year ended December 31, 2024, down 13% from $2.53 per Mcf for the year ended December 31, 2023. Settled derivatives increased realized gas prices by $0.09 per Mcf in the year ended December 31, 2024 compared to a decrease of $0.43 per Mcf for the year ended December 31, 2023.

Mont Belvieu NGLs Pricing

The average Mont Belvieu NGL price was $27.58 per Boe for the nine months ended September 30, 2025, a 0% increase from $27.55 per Boe for the nine months ended September 30, 2024. Settled derivatives reduced realized NGL prices by $5.05 per Boe in the nine months ended September 30, 2025, compared to an increase of $3.57 per Boe in the nine months ended September 30, 2024.

The average Mont Belvieu NGL price was $32.68 per Boe for the year ended December 31, 2024, a 9% increase from $29.86 per Boe for the year ended December 31, 2023. Settled derivatives increased realized NGL prices by $1.79 per Boe for the year ended December 31, 2024 compared to a reduction of $1.17 per Boe for the year ended December 31, 2023.

Results of Operations

The following tables set forth the results of operations for the nine months ended September 30, 2025 and 2024 and for the years ended December 31, 2024 and 2023. Average sales prices are derived from accrued accounting data for the relevant period indicated. Because of normal production declines and the effects of acquisitions, the historical information presented below should not be interpreted as indicative of future results.

(dollar amounts in thousands, except for per unit amounts)		For the Nine months Ended September 30,								For the Years Ended December 31,
		2025				2024				2024				2023
Net Production:
Oil (MBbl)			990				1,087				1,425				1,632
Natural Gas (MMcf)			19,607				21,067				27,956				30,963
NGLs (MBbl)			1,588				1,893				2,480				2,768
Total Production (MBoe)(1)			5,845				6,491				8,564				9,561
Average daily production (MBoe/d)			21				24				23				26
Average realized sales price (excluding impact of derivatives settled in cash)
Oil (per Bbl)		$	65.18			$	76.78			$	74.96			$	75.74
Natural gas (per Mcf)			1.88				0.70				0.95				1.46
NGLs (per Bbl)			22.27				22.26				22.74				21.98
Total (per Boe)		$	23.38			$	21.62			$	22.15			$	24.02
Average realized sales price (including impact of derivatives settled in cash)
Oil (per Bbl)		$	57.42			$	59.77			$	59.44			$	54.90
Natural gas (per Mcf)			1.48				0.97				1.04				1.03
NGLs (per Bbl)			17.45				25.83				24.53				20.81
Total (per Boe)		$	19.41			$	20.67			$	20.40			$	18.72
Sales Revenue
Oil sales		$	64,497			$	83,426			$	106,854			$	123,637
Natural gas sales			36,798				14,791				26,478				45,217
NGLs sales			35,360				42,148				56,410				60,847
Total oil, natural gas and NGLs sales		$	136,655			$	140,365			$	189,742			$	229,701
Field services revenue			846				984				2,474				399
Total revenue			137,501				141,349				192,216				230,100
Gain (loss) on settled derivatives
Oil derivatives settled		$	(7,672	)		$	(18,483	)		$	(22,131	)		$	(34,010	)
Natural gas derivatives settled			(7,868	)			5,552				2,690				(13,448	)
NGLs derivatives settled			(7,647	)			6,761				4,428				(3,237	)
Net gain (loss) on commodity derivative settlements		$	(23,187	)		$	(6,169	)		$	(15,013	)		$	(50,695	)

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(dollar amounts in thousands, except for per unit amounts)		For the Nine months Ended September 30,						For the Years Ended December 31,
		2025			2024			2024			2023
Costs and Expenses (per Boe)
Lease operating expenses		$	9.79		$	7.75		$	8.25		$	8.03
Production taxes		$	1.33		$	1.25		$	1.21		$	1.48
Ad valorem taxes		$	0.65		$	0.72		$	0.61		$	0.73
Depletion, oil and natural gas properties		$	3.73		$	4.02		$	3.99		$	3.10
Depreciation and amortization, other property and equipment		$	0.41		$	0.34		$	0.35		$	0.27
Accretion of asset retirement obligation		$	0.53		$	0.44		$	0.44		$	0.41
General and administrative(1)		$	3.44		$	0.86		$	0.93		$	1.74

____________

(1)      Includes distributions to Class B unitholders in 2025 following the sale of certain undeveloped properties and debt refinancing in 2023.

Sources of Our Revenue

Our revenues are primarily generated from the sale of oil, natural gas and NGLs produced from our operated and non-operated wells. Oil is sold at the wellhead under index-based contracts, while natural gas is delivered to third-party midstream processors, who gather, process, and market the product; our reported revenues are net of related gathering, processing, and transportation costs. NGLs are extracted during processing and marketed separately, with net proceeds remitted to us.

We also provide field services, including compression, construction and reclamation activities, and emissions-related services. While not material relative to upstream sales, these activities contribute incremental revenues and leverage our operating scale.

In addition, we use commodity derivative contracts to reduce exposure to volatility in oil, natural gas, and NGLs prices. The fair value of these instruments can result in realized and unrealized gains or losses that meaningfully affect reported revenues and cash flows.

Oil, Natural Gas and NGLs Sales

Total oil, natural gas and NGL revenues for the nine months ended September 30, 2025, was $136.7 million, a 3% decline from $140.3 million for the nine months ended September 30, 2024. This decrease was driven by a 10% decrease in production offset by a 8% increase in average realized sales price (excluding hedges). Pricing changes included a 15% decrease in realized oil prices, a 167% increase in gas prices, and a 0% increase in NGLs prices.

Total oil, natural gas and NGL revenues for the year ended December 31, 2024, was $189.7 million, a 17% decline from $229.7 million in 2023. This decrease was primarily driven by both lower realized prices and reduced production volumes — specifically, an 8% drop in average realized sales price and a 10% decline in production to 996 MBoe. Pricing changes included a 1% decrease in realized oil prices, a 35% drop in gas prices, and a 3% increase in NGL prices.

Derivative Financial Instruments

The Company recorded the following gain (loss) on derivative financial instruments in the Consolidated Statement of Operations for the periods presented:

		For the nine months ended September 30,								For the years ended December 31,
		2025				2024				2024				2023
		(in thousands)								(in thousands)
Net gain (loss) on commodity derivative settlements(1)		$	(23,187	)		$	(6,169	)		$	(15,013	)		$	(50,695	)
Gain (loss) on fair value adjustments of unsettled financial instruments(2)			38,759				19,150				2,549				112,705
Total commodity derivative gain (loss)		$	15,572			$	12,981			$	(12,464	)		$	62,010

____________

(1)      Represents the cash settlement of hedges that settled during the period.

(2)      Represents the change in fair value of financial instruments net of removing the carrying value of hedges that settled during the period.

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For the nine months ended September 30, 2025, the total gain on derivative financial instruments was $15.6 million, compared to a gain of $13.0 million for the nine months ended September 30, 2024. This included a $38.8 million gain from marking unsettled contracts to fair value, up from a $19.2 million gain in the nine months ended September 30, 2024. Cash losses on settled derivatives were $23.2 million for the nine months ended September 30, 2025, due to higher market prices for crude oil, natural gas, and NGLs compared to hedged levels. Cash losses on settled derivatives were $6.2 million for the nine months ended September 30, 2024, primarily reflecting higher market prices for crude oil relative to hedged levels offset by lower natural gas and NGLs prices compared to hedged levels.

For the year ended December 31, 2024, the total loss on derivative financial instruments was $12.5 million, compared to a gain of $62.0 million in 2023. This included a $2.5 million gain from marking unsettled contracts to fair value, down significantly from a $112.7 million gain in the prior year. Cash losses on settled derivatives were $15.0 million in 2024, compared to $50.7 million in 2023, primarily reflecting higher market prices for crude oil relative to hedged levels.

These gains and losses are consistent with the Company’s risk management strategy. With scheduled debt principal payments central to the capital plan, the Company maintains hedge coverage levels designed to protect downside risk — even if that means forgoing upside during periods of rising prices.

Principal Components of Our Cost Structure

Our cost structure includes several categories that impact operating results in different ways. Lease operating expenses represent the direct costs of producing oil and natural gas, including labor, utilities, chemicals, and equipment maintenance. These expenses tend to fluctuate with production levels but also reflect the impact of fixed field costs that do not vary with volumes. We also incur production and ad valorem taxes, which are levied by state and local governments as a percentage of commodity revenues and assessed property values. These taxes generally move in line with product revenues.

Depreciation, depletion, and accretion are non-cash charges that reflect the consumption of our proved reserves, the depreciation of other property and equipment, and the passage of time on asset retirement obligations. General and administrative expenses consist of corporate overhead, employee compensation, and professional services that support the business and are largely fixed in nature. In addition, we incur costs directly associated with our field services revenues, including labor, maintenance, and other expenses necessary to support compression, reclamation, and emissions-related activities.

Some of these costs vary with commodity prices, some trend with production activity and type, and others primarily reflect fixed or discretionary expenditures.

Lease Operating Expenses

Lease operating expenses (“LOE”) were $57.2 million for the nine months ended September 30, 2025, compared to $50.3 million for the nine months ended September 30, 2024. On a per Boe basis, LOE per Boe increased 26% to $9.79 per Boe for the nine months ended September 30, 2025, from $7.75 per Boe for the nine months ended September 30, 2024. The increase in LOE per Boe in 2025 is primarily due to lower production volumes over which fixed costs can be spread, and increased workover activity due to higher unhedged realized pricing.

LOE were $70.7 million for the year ended December 31, 2024, compared to $76.8 million for 2023. On a per Boe basis, LOE per Boe increased 3% to $8.25 per Boe in the year ended December 31, 2024, from $8.03 per Boe in 2023. The increase in LOE per Boe in 2024 is primarily due to lower production volumes over which fixed costs can be spread.

Production Taxes

Production and other taxes are paid on produced oil and natural gas based on rates established by federal, state, or local taxing authorities. In general, production and other taxes paid correlate to changes in oil, natural gas and NGLs revenues. Production taxes are based on the market value of production at the wellheads. Production taxes totaled $7.8 million ($1.33 per Boe) for the nine months ended September 30, 2025, compared to $8.1 million ($1.25 per Boe) for the nine months ended September 30, 2024. The decrease primarily reflects lower revenue driven by reduced oil prices and lower production volumes.

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For the year ended December 31, 2024, production taxes declined to $10.3 million ($1.21 per Boe) from $14.1 million ($1.48 per Boe) in 2023, primarily as a result of lower revenue due to decreased commodity prices and production volumes.

Ad Valorem Taxes

PIH’s properties in Oklahoma, Texas and Kansas are also subject to ad valorem taxes in the counties where the production is located. Ad valorem taxes are based on the fair market value of mineral interests for producing wells.

Ad valorem taxes totaled $3.8 million ($0.65 per Boe) for the nine months ended September 30, 2025, down from $4.7 million ($0.72 per Boe) for the nine months ended September 30, 2024. The decline was primarily driven by lower assessed property values resulting from declining commodity prices and production.

For the year ended December 31, 2024, ad valorem taxes decreased to $5.2 million ($0.61 per Boe) in 2024 from $7.0 million ($0.73 per Boe) in 2023, primarily as a result of lower assessed property values resulting from declining commodity prices and production.

Depreciation, Depletion and Amortization

Depreciation, depletion and amortization (“DD&A”) totaled $24.2 million ($4.14 per Boe) for the nine months ended September 30, 2025, compared to $28.3 million ($4.36 per Boe) for the nine months ended September 30, 2024. The decrease was primarily attributable to lower production compared to the prior period. For the year ended December 31, 2024, DD&A was $37.2 million, or $4.34 per Boe, compared to $32.1 million, or $3.36 per Boe, in 2023. DD&A per Boe increased from $3.36 in 2023 to $4.34 in 2024, primarily due to a higher depletion rate and lower production volumes. The higher depletion rate reflects a reduction in proved reserves resulting from normal production declines and downward revisions associated with lower SEC pricing in 2024, which shortened economic well lives and reduced marginal volumes. Boe production declined year over year due to the refinement of workover program timing, midstream facility interruptions, and the restructuring of proved developed non-producing (PDNP) wells.

General and Administrative

General and administrative (“G&A”) expense totaled $20.1 million for the nine months ended September 30, 2025, compared to $5.6 million for the nine months ended September 30, 2024. The increase was driven primarily by a $15.0 million Class B unit compensation payout triggered by distribution hurdles achieved during the period, whereas there was no Class B unit payout in the nine months ended September 30, 2024.

For the year ended December 31, 2024, G&A was $8.0 million, down from $16.7 million in 2023, primarily attributable to $9.5 million in distributions to Class B unitholders in 2023, compared to no distributions in 2024.

Interest Expense

Interest expense totaled $18.5 million for the nine months ended September 30, 2025, compared to $21.3 million for the nine months ended September 30, 2024. The decrease reflects the structure of the ABS facility, under which monthly interest and amortization are determined by deal-specific metrics, including production volumes, commodity pricing, and operating costs established at inception.

For the year ended December 31, 2024, interest expense decreased to $27.2 million from $33.9 million in 2023, primarily due to the ABS I Notes prepayment penalty recognized in 2023 in connection with the refinancing of the ABS I Notes.

Non-GAAP Financial Measures

Adjusted EBITDA

We include in this proxy statement/prospectus the supplemental non-GAAP financial performance measure Adjusted EBITDA and provide our calculation of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income, our most directly comparable financial measure calculated and presented in accordance with GAAP. We define Adjusted EBITDA as net income before (1) interest expense, net, (2) depreciation, depletion, amortization and accretion, (3) unrealized loss (gain) on derivative instruments, (4) non-recurring compensation expense related to our Class B Units, and (5) (gain) loss on sale of assets, net.

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Adjusted EBITDA is used as a supplemental financial performance measure by PIH management and by external users of our financial statements, such as industry analysts, investors, lenders, rating agencies and others, to evaluate our operating performance and PIH’s results of operation from period to period and against our peers without regard to financing methods, capital structure or historical cost basis. We exclude the items listed above from net income in arriving at Adjusted EBITDA because these items and related amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to, or more meaningful than, net income as determined in accordance with GAAP or as indicators of our operating performance. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax burden, as well as the historic costs of depreciable assets, none of which are reflected in Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be construed as an inference that our results will be unaffected by unusual items. Our computations of Adjusted EBITDA may not be identical to other similarly titled measures of other companies.

Adjusted Unhedged EBITDA

We also present Adjusted Unhedged EBITDA, which we define as Adjusted EBITDA further adjusted to remove realized gains and losses on derivative instruments. This measure is intended to show our operating results without the impact of our hedging program. Adjusted Unhedged EBITDA is a supplemental non-GAAP measure and may not be comparable to similarly titled measures of other companies.

Reconciliations of GAAP Financial Measures to Adjusted EBITDA

The following table presents our reconciliation of the GAAP financial measure of net income to the non-GAAP financial measure Adjusted EBITDA, as applicable, for each of the periods indicated.

		Nine months ended September 30,								Year ended December 31,
		2025				2024				2024				2023
		(in thousands)								(in thousands)
Net Income (GAAP)		$	23,896			$	114,473			$	100,898			$	95,660
Depletion of oil and natural gas properties			21,790				26,117				34,153				29,606
Depreciation of other property and equipment			2,400				2,214				3,032				2,538
Accretion of asset retirement obligation			3,079				2,828				3,765				3,955
Gain from sale of assets			(6,741	)			(81,910	)			(85,573	)			(2,708	)
Loss on ARO liabilities			794				—				939				541
Loss on loan extinguishment			—				—				—				14,614
Unrealized (gain) loss from derivative transactions			(38,759	)			(19,150	)			(2,549	)			(112,705	)
Acquisition and transaction costs			1,367				1,461				2,985				1,967
Interest expense			18,493				21,285				27,153				33,915
Non-recurring compensation expense(1)			15,000				—				—				9,518
Income tax expense			990				230				233				501
Adjusted EBITDA		$	42,270			$	67,548				85,036				77,402
Realized (gain) loss from derivative transactions			23,187				6,169				15,013				50,695
Adjusted Unhedged EBITDA		$	65,457			$	73,717			$	100,049			$	128,097

____________

(1)      Includes distributions to Class B unitholders in 2025 following the sale of certain undeveloped properties and debt refinancing in 2023.

Reconciliation of PV-10 to Standardized Measure

Certain of our oil and natural gas reserve disclosures included in this proxy statement/prospectus are presented on a PV-10 basis. PV-10 is a non-GAAP financial measure and represents the estimated present value of the future cash flows less future development and production costs from our proved reserves before income taxes discounted using a 10% discount rate. PV-10 of proved reserves generally differs from the standardized measure of discounted future net cash flows from production of proved oil and natural gas reserves (the “Standardized Measure”) because it

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does not include the effects of future income taxes, as is required in computing the Standardized Measure. However, our PV-10 for proved reserves using SEC pricing and the Standardized Measure of proved reserves are substantially equivalent because we were not subject to entity level taxation. Accordingly, no provision for federal or state income taxes has been provided in the Standardized Measure because taxable income is passed through to our unitholders.

We believe that the presentation of a pre-tax PV-10 value provides relevant and useful information because it is widely used by investors and analysts as a basis for comparing the relative size and value of our proved reserves to other oil and natural gas companies. Because many factors that are unique to each individual company may impact the amount and timing of future income taxes, the use of PV-10 value provides greater comparability when evaluating oil and natural gas companies. The PV-10 value is not a measure of financial or operating performance under GAAP, nor is it intended to represent the current market value of proved oil and gas reserves. However, the definition of PV-10 value as defined above may differ significantly from the definitions used by other companies to compute similar measures. As a result, the PV-10 value as defined may not be comparable to similar measures provided by other companies.

Investors should be cautioned that neither PV-10 nor Standardized Measure of proved reserves represents an estimate of the fair market value of our proved reserves. We and others in the industry use PV-10 as a measure to compare the relative size and value of estimated reserves held by companies without regard to the specific tax characteristics of such entities.

Liquidity and Capital Resources

Overview

PIH’s primary sources of liquidity are cash generated from operations and borrowings under its asset-backed securitizations (ABS) and credit facilities. These long-term, fixed-rate, fully amortizing ABS structures are secured by certain oil and natural gas assets providing stable borrowing costs and gradual leverage reduction over time through scheduled principal payments. Restricted cash, held in accounts established under the ABS debt agreements, is reserved primarily for scheduled interest and principal payments and not available for general corporate purposes. Credit facilities are used to supplement liquidity, subject to customary conditions, and primarily address the Company’s short-term working capital needs.

Debt Facilities and Covenant Compliance

At September 30, 2025, outstanding borrowings under the ABS II Notes totaled $276.4 million, and $2.4 million was drawn on the Trail Dust advancing term loan. Additionally, $2.5 million was drawn on the WAB RBL (as defined below), which was established during the third quarter of 2025. As of that date, we were in compliance with all covenants under the ABS II Notes, Trail Dust Loan and WAB RBL, and we expect to remain in compliance for at least the next twelve months.

At December 31, 2024, outstanding borrowings under the ABS II Notes totaled $310.4 million, and $2.5 million was outstanding under the Trail Dust advancing term loan. The WAB RBL was not in place during 2024. As of that date, we were in compliance with all covenants under the ABS II Notes and the Trail Dust Loan, and we expect to remain in compliance for at least the next twelve months.

Future Liquidity Outlook

We expect our liquidity sources will be sufficient to meet operating and financing needs, including scheduled debt service, anticipated capital expenditures, and working capital requirements, for at least the next twelve months. Future liquidity will depend on commodity price realizations, production volumes, and hedge settlements. Sustained changes in commodity prices or operating costs may influence our cash flow generation and could require adjustments to our capital allocation priorities, including the pace of reinvestment, distribution levels, or financing strategy.

Working Capital

The Company monitors working capital to ensure adequate levels for operations, with excess cash primarily allocated to equity distributions. In addition to working capital management, the Company maintains a disciplined approach to operating cost control and capital allocation, with a focus on reinvesting capital into its operations and generating returns that support strategic business initiatives.

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As of September 30, 2025, PIH had cash and cash equivalents of $7.9 million in addition to $11.6 million held in restricted cash required as part of its ABS securitized debt to fund interest payments. As of December 31, 2024, PIH had cash and cash equivalents of $88.8 million and restricted cash of $13.5 million.

Capital expenditures totaled $1.6 million for the nine months ended September 30, 2025, compared to $0.8 million in the prior-year period. The 2025 expenditures primarily related to operated capital workovers, non-operated asset capital projects, and leasehold acquisitions. For the year ended December 31, 2024, capital spending increased to $3.5 million from $2.7 million in 2023, primarily related to operated capital workovers, non-operated asset capital projects, and leasehold acquisitions. PIH expects to meet its capital expenditure needs for the foreseeable future through operating cash flow and existing cash and cash equivalents.

Future capital requirements will depend on several factors, including the Company’s growth trajectory, acquisition activity, and other strategic considerations.

On July 2, 2025, the Company, through Presidio WAB LLC as borrower and Presidio Investment Holdings LLC as guarantor, entered into a Reserve Based Lending instrument with SouthState Bank (“WAB RBL”). The facility provides additional liquidity with an initial borrowing base of $7.5 million, subject to periodic redeterminations, and matures on July 2, 2028. This RBL supplements the Company’s existing sources of liquidity and further supports management’s assessment that the Company will be able to satisfy working capital requirements, debt service obligations, and planned capital investments during the look-forward period. However, the Company’s ability to satisfy working capital requirements, debt service obligations, and planned capital investments will ultimately depend on future operating performance, which is subject to prevailing economic conditions in the oil and natural gas industry and other factors beyond management’s control.

Although we cannot provide any assurance that cash flows from operations or other sources of needed capital will be available to us at acceptable terms, or at all, and noting that our ability to access capital markets at economic terms in the future will be affected by general economic conditions, the domestic and global oil and financial markets, our operational and financial performance, prevailing commodity prices and other macroeconomic factors outside of our control, we believe that based on our current expectations and projections, we have sufficient liquidity to fund future operations and to meet obligations as they become due for at least the next twelve months and for the foreseeable future.

Cash Flows

Our cash flows for the nine months ended September 30, 2025 and September 30, 2024 and year ended December 31, 2024 and December 31, 2023:

		Nine months Ended September 30,								Year Ended December 31,
		2025				2024				2024				2023
		(in thousands)								(in thousands)
Net cash provided by (used in) operating activities		$	5,831			$	41,841			$	53,573			$	21,710
Net cash provided by investing activities			3,623				78,666				80,438				(2,717	)
Net cash used in financing activities			(92,247	)			(41,937	)			(54,552	)			(27,650	)
Net change in cash, cash equivalents, and restricted cash		$	(82,793	)		$	78,570			$	79,459			$	(8,657	)

Operating Activities

Net cash provided by operating activities decreased $36.0 million for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, primarily due to $17.0 million in higher derivative settlements and $15.0 million in incentive compensation payments to Class B unitholders. For the year ended December 31, 2024, net cash provided by operating activities increased $31.9 million compared to 2023, largely driven by a $35.7 million reduction in hedge settlement outflows.

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Investing Activities

Net cash provided by investing activities decreased by $75.0 million for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. This is primarily due to proceeds received from asset divestitures totaling $6.7 million in the first nine months of 2025 compared to proceeds received from asset divestitures of $81.9 million in same period for 2024. For the year ended December 31, 2024, net cash provided by investing activities increased $83.2 million compared to 2023, primarily due to proceeds from the sale of assets.

Financing Activities

Net cash used in financing activities increased by $50.3 million for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, primarily as a result of $60.0 million paid in member distributions in the first quarter of 2025. For the year ended December 31, 2024, net cash used in financing activities increased $26.9 million compared to 2023, primarily due to the absence of refinancing activity in 2024, as 2023 included the refinancing of the ABS facility along with related distributions.

Known Contractual and Other Obligations

Contractual Obligations and Contingent Liabilities and Commitments

The Company has various contractual obligations arising in the normal course of operations and financing activities. These include commitments under the ABS II Notes, which require periodic principal and interest payments (see Note G to the Consolidated Financial Statements). PIH also has contractual obligations that may result in payments upon settlement of commodity derivative contracts (see Note D to the Consolidated Financial Statements). Additionally, the Company maintains both short-term and long-term lease obligations, primarily related to vehicle leases and office facilities (see Note I to the Consolidated Financial Statements).

The Company’s other liabilities represent current and noncurrent other liabilities that are primarily comprised of environmental contingencies, asset retirement obligations and other obligations for which neither the ultimate settlement amounts nor their timings can be precisely determined in advance. See Note C and Note J of Notes to the Consolidated Financial Statements.

Off-balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

Critical Accounting Estimates

The Company’s most significant accounting estimates are interconnected and primarily relate to its oil and natural gas properties. Central to these estimates are proved reserve quantities, which are inherently uncertain and require significant judgment regarding future commodity prices, operating and development costs, and recovery factors. These reserve estimates directly affect the application of the successful efforts method of accounting, as they drive the calculation of depletion under the unit-of-production method, and they also influence impairment assessments, since downward revisions or adverse pricing may reduce expected cash flows below carrying values. Accordingly, fluctuations in commodity prices or reserve estimates can have a material impact on depletion expense, potential impairment charges, and ultimately the Company’s reported financial results. These estimates are described in more detail in the following sections.

Successful Efforts Method of Accounting for Oil and Natural Gas Properties

The Company utilizes the successful efforts method of accounting for its oil and natural gas properties. Under this method, costs of acquiring properties, drilling successful exploration wells, development costs, and workover costs result in additions to proved properties that are capitalized. The costs of exploratory wells are initially capitalized pending a determination of whether proved reserves have been found. At the completion of drilling activities, the costs of exploratory wells remain capitalized if the determination is made that proved reserves have been found. If no proved reserves have been found, the costs of each of the related exploratory wells are charged to expense. In some cases, a determination of proved reserves cannot be made at the completion of drilling, requiring additional testing and

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evaluation of the wells. The costs of such exploratory wells are expensed if a determination of proved reserves has not been made within a twelve-month period after drilling is complete. Exploration costs such as geological, geophysical and seismic costs are expensed as incurred.

The capitalized costs of proved properties are depleted using the unit-of-production method based on proved developed or total proved reserves as applicable. Costs of significant non-producing properties, wells in the process of being drilled and prepaid development costs are excluded from depletion until proved reserves are established or, if unsuccessful, impairment is determined.

Producing property is considered impaired when the carrying cost of property exceeds its net future cash flow. When a property is impaired, the carrying value is reduced to the future net cash flow and an impairment charge of the difference between cost and future net cash flow is recorded. Non-producing properties are considered impaired when the Company considers it likely that the associated leasehold will expire without plans to renew or extend the lease.

Applying the unit-of-production method for depletion and assessing the recoverability of our oil and natural gas properties for impairments requires the use of estimates as it relates to oil and natural gas reserves, as described more fully below.

Proved Reserve Estimates

Estimates of the Company’s proved reserves included in this proxy statement/prospectus are prepared in accordance with GAAP and SEC guidelines. The accuracy of a proved reserve estimate is a function of:

•        the quality and quantity of available data;

•        the interpretation of that data;

•        the accuracy of various mandated economic assumptions; and

•        the judgment of the persons preparing the estimate.

The Company’s proved reserve information included in this proxy statement/prospectus as of December 31, 2024 and 2023, was prepared by independent petroleum engineers. Because these estimates depend on many assumptions, all of which may substantially differ from future actual results, proved reserve estimates will be different from the quantities of oil and gas that are ultimately recovered. In addition, results of drilling, testing and production after the date of an estimate may justify, positively or negatively, material revisions to the estimate of proved reserves.

It should not be assumed that the standardized measure included in this proxy statement/prospectus as of December 31, 2024, is the current market value of the Company’s estimated proved reserves. In accordance with SEC requirements, the Company based the 2024 standardized measure on a twelve-month average of commodity prices on the first day of each month in 2024 and prevailing costs on the date of the estimate. Actual future prices and costs may be materially higher or lower than the prices and costs utilized in the estimate. See Note M of Notes to the Consolidated Financial Statements for additional information.

The Company’s estimates of proved reserves impact depletion expense. If the estimates of proved reserves decline, the rate at which the Company records depletion expense will increase, reducing future net income. Such a decline may result from lower commodity prices, which may make it uneconomical to drill for and produce higher cost fields. In addition, a decline in proved reserve estimates may impact the outcome of the Company’s assessment of its proved properties for impairment.

Impairment of Long-Lived Assets

The carrying value of proved oil and natural gas properties, saltwater disposal wells and related facilities, and other property and equipment is periodically evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When it is determined that the estimated future net cash flows of an asset will not be sufficient to recover its carrying amount, an impairment loss must be recorded to reduce the carrying amount to its estimated fair value. All of the oil and natural gas properties owned by the Company are geographically oriented in a single basin; therefore, the Company evaluates impairment of oil and natural gas

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properties on an aggregated basis. No impairment was recorded during the nine months ended September 30, 2025 or September 30, 2024 or the years ended December 31, 2024 or December 31, 2023. See Note B of Notes to the Consolidated Financial Statements for additional information.

New Accounting Pronouncements

The effects of new accounting pronouncements are discussed in Note B of Notes to the Consolidated Financial Statements.

Quantitative and Qualitative Disclosures about Market Risk

The Company is exposed to various financial risks, including market risk, credit risk, liquidity risk, capital risk, and collateral risk. To manage these risks, the Company continuously monitors the unpredictability of financial markets and seeks to minimize potential adverse effects on its financial performance.

The Company’s principal financial liabilities consist of borrowings, leases, and trade and other payables, which are primarily used to finance and provide financial guarantees for its operations. The Company’s principal financial assets include cash and cash equivalents, as well as trade and other receivables derived from its operations.

Additionally, the Company also enters into derivative financial instruments, which are recorded as assets or liabilities depending on market dynamics. The Company leverages its internal resources to design and manage its derivative-related risk management activities, but also engages with third party providers to assist with the execution of derivative transactions and provide commodity trading and risk management applications.

Market Risk

Market risk refers to the possibility that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market prices. Market risk is comprised of two main types of risk: interest rate risk and commodity price risk. Financial instruments affected by market risk include borrowings and derivative financial instruments.

To manage market price risks resulting from changes in commodity prices and foreign exchange rates, the Company uses both derivative and non-derivative financial instruments. These instruments help mitigate the potential negative effects on the Company’s assets, liabilities, or future expected cash flows.

Interest Rate Risk

The Company is subject to market risk exposure related to changes in interest rates. The Company’s borrowings primarily consist of fixed-rate amortizing notes and variable-rate credit facilities, as illustrated below.

		September 30, 2025					December 31, 2024
		Borrowings			Interest Rate(1)		Borrowings			Interest Rate
		(in thousands)
ABS II Notes		$	276,382		7.8% – 8.4%		$	310,378		7.8% – 8.4%
WAB RBL		$	2,500		7.3%		$	—		—
Trail Dust Loan		$	2,355		7.3%		$	2,421		8.5%

____________

(1)      The interest rate on the ABS II Notes and other notes payable represents the weighted average fixed rate of the notes, while the interest rates presented for the Trail Dust Loan and WAB RBL represent the floating rate as of September 30, 2025 and December 31, 2024, respectively.

The ABS II Notes are fixed-rate instruments and therefore not exposed to market interest rate fluctuations, whereas the Trail Dust Loan and WAB RBL credit facilities bear interest at floating rates. A hypothetical 100 basis point change in interest rates to the credit facilities would result in an annual change to interest expense as illustrated below:

		September 30, 2025				September 30, 2024
		(in thousands)
+100 Basis Points		$	49			$	13
-100 Basis Points		$	(49	)		$	(13	)

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The Company strives to maintain a prudent balance of floating and fixed-rate borrowing exposure, particularly during uncertain market conditions. As part of its risk mitigation strategy, the Company may enter into swap arrangements to adjust its exposure to floating or fixed interest rates, depending on changes in the composition of borrowings in its portfolio. Consequently, the use of derivative financial instruments to hedge principal balances may vary from period to period. As of the periods presented, the Company did not currently have outstanding interest rate hedges in place. For additional information regarding the ABS II Notes, WAB RBL and Trail Dust Loan, refer to Note G — Long-Term Debt.

Commodity Price Risk

The Company’s revenues are primarily derived from the sale of oil, natural gas and NGLs, which exposes the Company to commodity price risk. Prices for these commodities can be volatile and may fluctuate due to changes in supply and demand, weather conditions, economic conditions, and government actions. Prolonged changes in commodity prices could materially affect our revenues, cash flows and the value of our reserves.

To mitigate the risk of fluctuations in commodity prices, the Company enters into derivative financial instruments, primarily fixed-price swaps. Under the terms of our ABS debt agreements, we are required to hedge a significant portion of our forecasted production volumes, including at least 85% of oil production for five years, 85% of natural gas production for eight years, and 85% of NGLs production for four years. These hedges reduce, but do not eliminate, exposure to commodity price volatility and may also limit the benefits we receive from price increases.

By removing price volatility from a substantial portion of our expected production through 2032, we have mitigated, but not eliminated, the potential effects of changing prices on our operating cash flows. For additional information regarding derivative financial instruments, refer to Note D — Derivative Activities.

Credit and Counterparty Risk

The Company is exposed to credit and counterparty risk from the sale of its oil, natural gas and NGLs production. Accounts receivable, oil and natural gas represent amounts due from purchasers of these commodities, and their collectability depends on the financial condition of each customer. The Company evaluates the financial condition of customers before extending credit and generally does not require collateral. As of December 31, 2024 and 2023, four customers each accounted for more than 10% of the Company’s commodity revenues, and a similar concentration existed in receivable balances at year-end. No other customer accounted for more than 10% of total accounts receivable, oil and natural gas in either year.

The Company is also exposed to credit risk from joint interest owners, which are entities that own a working interest in the properties operated by the Company. Accounts receivable, joint interest owners are classified within current assets in the Consolidated Balance Sheets. The Company has the ability to withhold future revenue distributions to recover amounts due.

The Company believes these receivable balances are collectible. For additional information, refer to Note B — Summary of Significant Accounting Policies.

Collateral Risk

As of September 30, 2025 and December 31, 2024, the Company has pledged substantially all of its upstream oil and natural gas properties, along with certain midstream assets, to secure borrowings under its debt instruments. The fair value of the collateral is based on reserve estimates prepared by an independent petroleum engineering firm, which utilize estimated future cash flows discounted at 10% and commodity futures pricing. These pledged assets secure repayment obligations under the Company’s ABS II Notes, WAB RBL and Trail Dust Loan.

For additional information regarding acquisitions and borrowings, refer to Note G — Long-Term Debt.

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INFORMATION ABOUT EQVR

Overview

EQVR is an oil and gas company based in Oklahoma City, Oklahoma and founded in September 2023. We are primarily focused on the acquisition, exploration and development of natural gas and crude oil properties as an operating interest owner. Our properties are all located in Texas, specifically in the Granite Wash and Cleveland formations of the Western Anadarko Basin. Our strategy is centered on reducing lease operating expenses (“LOE”) and targeting PDP-only margin increases by focusing on optimization, midstream and LOE initiatives.

References in this section to “we,” “our,” “us,” “the Company” or “EQVR” generally refer to EQV Resources LLC and its consolidated subsidiaries.

Our Business Model

•        Acquire — We utilize a disciplined, value-based framework for systematically evaluating and pursuing acquisition opportunities. We target existing long-lived, stable assets that produce predictable and stable cash flows, are value accretive, and are strategically complementary. Unlike many peers focused on new resource development, we maximize value by fully exploiting existing reserves — safely and efficiently operating wells to extend their productive lives and economic contribution.

•        Optimize — A core component of our strategy is our focus on reducing LOE and targeting PDP-only margin increases by focusing on optimization, midstream and LOE initiatives. The primarily mature nature of our assets provides us with a portfolio of low-cost optimization opportunities. We increase efficiency across our operations by leveraging technology, synergies and our access to attractive proved developed producing financing.

•        Produce — We focus on production to extract oil, natural gas and NGLs at competitive margins, thereby creating stable, predictable cash flows to be used for future acquisitions, dividends to our shareholders and debt reduction.

We emphasize a disciplined approach for capital allocation, controlling costs and maintaining financial discipline to allow us to generate significant cash flow. Our strategy is centered on acquiring existing producing assets and applying optimization, midstream and LOE initiatives to enhance performance and asset life. Management places emphasis on operating cash flow in managing the business as operating cash flow considers the cash expenses incurred during the period and excludes non-cash expenditures not directly related to operations. Our culture of cost control and production optimization has resulted in substantially lower cash operating costs.

Hedging Program

Each quarter, EQVR is required to hedge pursuant to the Cibolo Loan at least 75% of its reasonably anticipated oil, natural gas and NGL production from its proved developed producing reserves (each calculated separately) for each month of a three-year period. We opportunistically hedge beyond such 75% threshold under favorable commodity price scenarios at management’s discretion. The prices at which the Company hedges future production will depend on prevailing commodity prices at the time such transactions are executed, which may be significantly higher or lower than current levels. Accordingly, while the hedging strategy provides downside protection against commodity price volatility, it may also limit upside during periods of rising prices.

Our Properties

Our properties are all located in Texas, specifically in the Granite Wash and Cleveland formations of the Western Anadarko Basin, consisting of approximately 237 net operated and non-operated proved developed producing wells. For the nine months ended September 30, 2025, our average net daily production was approximately 3 MBoe/d. Our wells are located exclusively in the Texas portions of the Anadarko Basin, which has a more predictable production profile compared to less mature basins. Our production benefits from both the diversity of our well vintage and the lack of concentration in any specific sub-area within the Texas portions of the Anadarko Basin.

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Within our operating areas, our assets are prospective for the Granite Wash and Cleveland formations. Our experience in the Western Anadarko Basin and these formations, along with our hedging program as described above, allows us to generate significant cash flow from these low declining assets in a variety of commodity price environments.

We had not adopted a long-term development plan as of December 31, 2024 and, in accordance with SEC rules, our undrilled assets could not be classified as having proved undeveloped reserves as of such date. As a result, our estimated net proved reserves as of December 31, 2024 consists entirely of proved developed reserves. See “— Our Operations — Summary Reserve Data” for a summary of our proved reserves.

Our Operations

Summary Reserve Data

Our historical SEC reserves and standardized measure of proved reserves were calculated using oil and gas price parameters established by SEC Pricing guidelines. These prices were adjusted for differentials on a per-property basis, which may include local basis differential, fuel costs and shrinkage. All prices are held constant throughout the lives of the properties.

We had not adopted a long-term development plan as of December 31, 2024 and, in accordance with SEC rules, our undrilled assets could not be classified as having proved undeveloped reserves as of such date. As a result, our estimated net proved reserves as of December 31, 2024 consists entirely of proved developed reserves.

The following tables provide a summary of our estimated proved reserves as of December 31, 2024, using SEC Pricing, based on reports prepared by CG&A, our independent reserve engineer, which reports were prepared in accordance with current SEC rules and regulations regarding oil and natural gas reserve reporting. See “Oil and Gas Reserves and Operating Data — Reserve Data” in evaluating the material presented below.

		EQVR
		As of December 31, 2024 SEC Pricing(1)
Proved Developed:
Oil (MBbl)			867
Natural gas (MMcf)			42,003
Natural gas liquids (MBbl)			4,120
Oil equivalent (MBoe)			11,987
Standardized Measure (in millions)		$	51

____________

(1)      Our estimated net proved reserves were determined using average first-day-of-the-month prices for the prior 12 months in accordance with SEC regulations. The unweighted arithmetic average first-day-of-the-month prices for the prior 12 months were $75.48 per barrel for oil and $2.13 per MMBtu for natural gas at December 31, 2024. These base prices were adjusted for differentials on a per-property basis, which may include local basis differentials, fuel costs and shrinkage.

Preparation of Reserve Estimates

Our reserve estimates as of December 31, 2024 included in this proxy statement/prospectus are based on evaluations prepared by the independent petroleum engineering firm of CG&A in accordance with Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Evaluation Engineers and definitions and guidelines established by the SEC. Our independent reserve engineers were selected for their historical experience and geographic expertise in engineering similar resources.

Under SEC rules, proved reserves are reserves which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward from known reservoirs under existing economic conditions, operating methods and government regulations prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain. The term “reasonable certainty” implies a high degree of confidence that the quantities of oil, natural gas or NGLs actually recovered will equal or exceed the estimate. To achieve reasonable certainty, we and the independent reserve engineers employed

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technologies that have been demonstrated to yield results with consistency and repeatability. The technologies and other data used in the estimation of our proved reserves include, but are not limited to, well logs, geologic maps and available downhole and production data and well-test data.

Reserve engineering is and must be recognized as a subjective process of estimating volumes of economically recoverable oil, natural gas or NGLs that cannot be measured in an exact manner. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation. As a result, the estimates of different engineers often vary. In addition, the results of drilling, testing and production may justify revisions of such estimates. Accordingly, reserve estimates often differ from the quantities of oil, natural gas or NGLs that are ultimately recovered. Estimates of economically recoverable natural gas and of future net cash flows are based on a number of variables and assumptions, all of which may vary from actual results, including geologic interpretation, prices and future production rates and costs. See “Risk Factors” appearing elsewhere in this proxy statement/prospectus.

Internal Controls

Our internal staff of petroleum engineers and geoscience professionals work closely with our independent reserve engineers to ensure the integrity, accuracy and timeliness of data furnished to our independent reserve engineers in their preparation of reserve estimates. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation. As a result, the estimates of different engineers often vary. In addition, the results of drilling, testing and production may justify revisions of such estimates. Accordingly, reserve estimates often differ from the quantities of oil, natural gas and NGLs that are ultimately recovered. See “Risk Factors — Risks Related to PIH’s Business and to Presidio’s Business Following the Business Combination — Reserve estimates depend on many assumptions that may turn out to be inaccurate. Any material inaccuracies in reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves” for more information. The reserves engineering group is responsible for the internal review of reserve estimates and includes Jarrid Franke VP Engineering (the “Reservoir Engineering Manager”). The Reservoir Engineering Manager is primarily responsible for overseeing the preparation of our reserve estimates and has 18 years of experience as a reserve engineer. The reserves engineering group reviews the estimates with our third-party petroleum consultants, CG&A, an independent petroleum engineering firm.

CG&A is a Texas Registered Engineering Firm (F-693) made up of independent registered professional engineers and geologists that have provided petroleum consulting services to the oil and gas industry for over 60 years. The lead evaluator that prepared the reserve report was W. Todd Brooker, President at CG&A. Todd has been with CG&A since 1992 and graduated from the University of Texas at Austin in 1989 with a bachelors degree in Petroleum Engineering. Todd is a State of Texas registered professional engineer (License #83462) and a member of the Society of Petroleum Engineers. Todd meets or exceeds the education, training, and experience requirements set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers; Todd is proficient in judiciously applying industry standard practices to engineering and geoscience evaluations as well as applying SEC and other industry reserves definitions and guidelines.

Oil, Natural Gas and NGL Production Prices and Production Costs

Production and Price History

We currently only have production in the Texas portion of the Anadarko Basin. The following tables set forth information regarding our production and operating data for the periods indicated.

Production data:

		Nine Months Ended September 30,				Year Ended December 31, 2024
		2025		2024
Oil and condensate sales (MBbl)		71		83		106
Natural gas sales (MMcf)		3,328		3,744		4,947
Natural gas liquids sales (MBbl)		301		370		482
Total (MBoe)		927		1,077		1,413
Total (MBoe/d)		3		4		3
Total (MBoe)		927		1,077		1,413

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Average realized sales prices (excluding the effects of derivative settlements):

		Nine Months Ended September 30,						Year Ended December 31, 2024
		2025			2024
Oil and condensate excluding effects of derivatives (per Bbl)		$	64.69		$	77.25		$	75.42
Natural gas excluding effects of derivatives (per Mcf)		$	2.23		$	1.13		$	1.23
Natural gas liquids excluding effects of derivatives (per Bbl)		$	15.18		$	14.10		$	15.57
Total ($/Boe)		$	17.90		$	14.74		$	15.27

Average realized sales prices (including the effects of derivative settlements):

		Nine Months Ended September 30,						Year Ended December 31, 2024
		2025			2024
Oil and condensate including effects of derivatives (per Bbl)		$	67.08		$	73.25		$	72.56
Natural gas including effects of derivatives (per Mcf)		$	2.30		$	2.14		$	2.06
Natural gas liquids including effects of derivatives (per Bbl)		$	12.94		$	11.66		$	12.91
Total ($/Boe)		$	17.62		$	17.09		$	17.05

Expense per Boe:

		Nine Months Ended September 30,						Year Ended December 31, 2024
		2025			2024
Lease operating expense		$	8.33		$	6.09		$	7.19
Production taxes(1)		$	0.73		$	0.63		$	0.64
Depreciation and depletion		$	4.24		$	5.71		$	4.27
Accretion expense		$	0.60		$	1.05		$	1.01
General and administrative expense		$	1.79		$	1.42		$	1.44

____________

(1)      $/Boe is not a useful metric for evaluating taxes. Does not include ad valorem and severance taxes.

Operating Data

The following tables set forth information regarding our revenues, average sales prices, net production volumes and operating expenses for the year ended December 31, 2024 and the nine months ended September 30, 2025:

		Nine Months Ended September 30, 2025			Year Ended December 31, 2024
		($ in thousands)
Revenues:
Oil		$	4,593		$	7,995
Natural gas			7,420			6,075
Natural gas liquids			4,573			7,503
Total revenues		$	16,586		$	21,573
Average Sales Price:
Oil ($/Bbl)		$	64.69		$	75.42
Natural gas ($/Mcf)		$	2.23		$	1.23
NGL ($/Bbl)		$	15.18		$	15.57
Total ($/Boe) – before effects of realized derivatives		$	17.90		$	15.27
Total ($/Boe) – after effects of realized derivatives		$	12.94		$	17.05

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		Nine Months Ended September 30, 2025		Year Ended December 31, 2024
		($ in thousands)
Net Production Volumes:
Oil (MBbl)		71		106
Natural gas (MMcf)		3,328		4,947
NGL (MBbl)		301		482
Total (MBoe)		927		1,413
Average daily total volumes (MBoe/d)		3		3

($ in thousands)		Nine Months Ended September 30, 2025			Year Ended December 31, 2024
Operating Expenses:
Lease operating expense		$	7,721		$	10,153
Production taxes(1)			674			908
Depletion and depreciation			3,926			6,032
Accretion expense			560			1,421
General and administrative			1,662			2,030
Total Operating Expenses		$	14,544		$	20,543

____________

(1)      $/Boe is not a useful metric for evaluating taxes.

Proved Developed Producing Wells

The following table sets forth information regarding our proved developed producing wells as of September 30, 2025:

		As of September 30, 2025 Proved Developed Producing Wells				Average Working Interest
		Gross		Net
Combined Total:
Natural gas		339		207		61.0	%
Oil		70		30		43.1	%
Total		409		237		58.0	%

Developed and Undeveloped Acreage

The following table sets forth certain information regarding the total developed and undeveloped acreage in which we owned an interest as of December 31, 2024:

		Developed Acres		Undeveloped Acres		Total Acres
Gross		83,839		0		83,839
Net		54,285		0		54,285

All of our leasehold acreage is held by production and located in the Texas portion of the Anadarko Basin.

Productive Wells

As of September 30, 2025, we owned interests in the following number of productive wells:

		Oil Wells		Gas Wells		Total
Gross		339		70		409
Net		207		30		237

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Developed and Undeveloped Acreage

The following table sets forth certain information regarding the total developed and undeveloped acreage in which we owned an interest as of December 31, 2024:

		Developed Acres		Undeveloped Acres		Total Acres
Gross		82,700		1,139		83,839
Net		53,417		868		54,285

All of our leasehold acreage is held by production and located in the Anadarko Basin.

Capital Program

We have not adopted a long-term development plan, as our business plan has historically been focused on exploiting the production of our proved developed reserves. As a result, our capital expenditure budget is limited to remedial drilling and operations intended to maintain the production of existing wellheads.

We have not drilled any productive or dry exploratory wells, nor any developmental wells, on both a gross and a net basis, during the nine months ended September 30, 2025 or the year ended December 31, 2024. Additionally, as of September 30, 2025 and December 31, 2024, we have not elected to participate in any non-operated gross or net wells that were in the process of drilling and completion. As of September 30, 2025, we do not have any active drilling activities.

Marketing and Customers

We market production from properties we operate for both our account and the account of the other working interest owners in these properties. We sell our production to purchasers at market prices.

For the year ended December 31, 2024 and the nine months ended September 30, 2025, purchases by the following companies exceeded 10% of our receipts from oil and gas sales:

		Year Ended December 31, 2024
Superior Midstream		51	%
Valero Marketing & Supply		25	%
Total		76	%

		Nine Months Ended September 30, 2025
Superior Midstream		44	%
Valero Marketing & Supply		23	%
Total		67	%

We do not believe that the loss of these purchasers would have an adverse effect on our ability to sell our oil and natural gas production due to the competitive nature of the oil and gas industry and availability of marketing alternatives.

Gathering & Processing Agreements

We incur gathering and processing expense under various gathering and/or processing agreements with third-party midstream providers. None of our gathering and/or processing agreements includes minimum volume commitments.

Competition

The oil and natural gas industry is intensely competitive, and we compete with other companies that have greater resources. Many of these companies not only explore for and produce natural gas, but also carry on midstream and refining operations and market petroleum and other products on a regional, national or worldwide basis. These

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companies may be able to pay more for productive oil and natural gas properties or to define, evaluate, bid for and purchase a greater number of properties and prospects than our financial or human resources permit. In addition, these companies may have a greater ability to continue exploration activities during periods of low natural gas market prices. Our ability to acquire additional properties and to discover reserves in the future will be dependent upon our ability to evaluate and select suitable properties and to consummate transactions in a highly competitive environment. In addition, because we have fewer financial and human resources than many companies in our industry, we may be at a disadvantage in evaluating and bidding for oil and natural gas properties.

There is also competition between oil and natural gas producers and other industries producing energy and fuel. Furthermore, competitive conditions may be substantially affected by various forms of energy legislation and/or regulation considered from time to time by the governments of the United States and the jurisdictions in which we operate. It is not possible to predict the nature of any such legislation or regulation which may ultimately be adopted or its effects upon our future operations. Such laws and regulations may substantially increase the costs of developing natural gas and may prevent or delay the commencement or continuation of a given operation. Our larger or more integrated competitors may be able to absorb the burden of existing, and any changes to, federal, state and local laws and regulations more easily than we can, which would adversely affect our competitive position.

Seasonality of business

Generally, demand for natural gas, oil and NGL decreases during the spring and fall months and increases during the summer and winter months. However, certain natural gas and NGL markets utilize storage facilities and purchase some of their anticipated winter requirements during the summer, which can lessen seasonal demand fluctuations. In addition, seasonal anomalies such as mild winters or mild summers can have a significant impact on prices. These seasonal anomalies can pose challenges for meeting our objectives and can increase competition for equipment, supplies and personnel during the spring and summer months, which could lead to shortages, increased costs or delayed operations.

Title to properties

We believe that we have satisfactory title to substantially all of our active properties in accordance with standards generally accepted in the oil and natural gas industry. Our properties are subject to customary royalty and overriding royalty interests, certain contracts relating to the exploration, development, operation and marketing of production from such properties, consents to assignment and preferential purchase rights, liens for current taxes, applicable laws and other burdens, encumbrances and irregularities in title, which we believe do not materially interfere with the use of or affect the value of such properties. Prior to acquiring producing wells, we endeavor to perform a title investigation on an appropriate portion of the properties that is thorough and is consistent with standard practice in the oil and natural gas industry. Generally, we conduct a title examination and perform curative work with respect to significant defects that we identify on properties that we operate. We believe that we have performed reasonable and protective title reviews with respect to an appropriate cross-section of our operated natural gas and oil wells.

Legislative and regulatory environment

Our oil, natural gas and NGLs extraction and production and related operations and activities are subject to extensive federal, state and local laws, rules and regulations. Failure to comply with such rules and regulations can result in administrative, civil or criminal penalties, compulsory remediation and imposition of natural resource damages or other liabilities. Although the regulatory burden on the natural gas and oil industry increases our cost of doing business and, consequently, affects our profitability, we believe these obligations generally do not impact us differently or to any greater or lesser extent than they affect other operators in the oil and natural gas industry with similar operations and types, quantities and locations of production.

Regulation of production

In many states, including Texas, oil and natural gas companies are generally required to obtain permits for drilling operations, provide drilling bonds, file reports concerning operations and meet other requirements related to the exploration, development and production of natural gas, oil and NGLs. Such states also have statutes and regulations addressing conservation matters, including provisions for unitization or pooling of natural gas and oil interests, rights and properties, the surface use and restoration of properties upon which wells are drilled and disposal of water produced or used in the drilling and completion process. These regulations include the establishment of

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maximum rates of production from natural gas and oil wells, rules as to the spacing, plugging and abandoning of such wells, restrictions on venting or flaring natural gas and requirements regarding the ratability of production, as well as rules governing the surface use and restoration of properties upon which wells are drilled.

These laws and regulations may limit the amount of natural gas, oil and NGLs that can be produced from wells in which we own an interest and may limit the number of wells, the locations in which wells can be drilled, or the method of drilling wells. Additionally, the procedures that must be followed under these laws and regulations may result in delays in obtaining permits and approvals necessary for our operations and therefore our expected timing of drilling, completion and production may be negatively impacted. These regulations apply to us directly as the operator of our leasehold. The failure to comply with these rules and regulations can result in substantial penalties.

Regulation of sales and transportation of liquids

Sales of condensate and NGLs are not currently regulated and are made at negotiated prices. Nevertheless, Congress has enacted price controls in the past and could reenact such controls in the future.

Our sales of NGLs are affected by the availability, terms and cost of transportation. The transportation of NGLs in common carrier pipelines is subject to rate and access regulation. FERC regulates interstate oil, NGLs and other liquid pipeline transportation rates under the Interstate Commerce Act. In general, interstate liquids pipeline rates are set using an annual indexing methodology, however, a pipeline may also use a cost-of-service approach, settlement rates or market-based rates in certain circumstances.

Intrastate liquids pipeline transportation rates are subject to regulation by state regulatory commissions. The basis for intrastate liquids pipeline regulation, and the degree of regulatory oversight and scrutiny given to intrastate liquids pipeline rates, varies from state to state. Insofar as effective interstate and intrastate rates and regulations regarding access are equally applicable to all comparable shippers, we believe that the regulation of liquids transportation will not affect our operations in any way that is of material difference from those of our competitors who are similarly situated.

Regulation of transportation and sales of natural gas

Historically, the transportation and sale for resale of natural gas in interstate commerce has been regulated by agencies of the U.S. federal government, primarily FERC. In the past, the federal government has regulated the prices at which natural gas could be sold. While sales by producers of natural gas can currently be made at uncontrolled market prices, Congress could reenact price controls in the future. Deregulation of wellhead natural gas sales began with the enactment of the NGPA and culminated in adoption of the Natural Gas Wellhead Decontrol Act which removed controls affecting wellhead sales of natural gas effective January 1, 1993. The transportation and sale for resale of natural gas in interstate commerce is regulated primarily under the NGA and the NGPA, and by regulations and orders promulgated by FERC. In certain limited circumstances, intrastate transportation and wholesale sales of natural gas may also be affected directly or indirectly by laws enacted by Congress and by FERC regulations.

The EP Act of 2005 amended the NGA and NGPA to add an anti-market manipulation provision which makes it unlawful for any entity to engage in prohibited behavior to be prescribed by FERC. The EP Act of 2005 also provided FERC with the power to assess civil penalties of up to $1,000,000 per day (adjusted annually for inflation) for violations of the NGA and NGPA. As of 2025, the new adjusted maximum penalty amount is $1,584,648 per violation, per day. The civil penalty provisions are applicable to entities that engage in the sale and transportation of natural gas for resale in interstate commerce.

On January 19, 2006, FERC issued Order No. 670, implementing the anti-market manipulation provision of the EP Act of 2005, and subsequently denied rehearing. The resulting rules make it unlawful, in connection with the purchase or sale of natural gas subject to the jurisdiction of FERC, or the purchase or sale of transportation services subject to the jurisdiction of FERC, for any entity, directly or indirectly, to: (i) use or employ any device, scheme or artifice to defraud; (ii) make any untrue statement of material fact or omit to make any such statement necessary to make the statements made not misleading; or (iii) engage in any act or practice that operates as a fraud or deceit upon any person. The anti-market manipulation rule does not apply to activities that relate only to intrastate or other non-FERC jurisdictional sales or gathering, but does apply to activities of gas pipelines and storage companies that provide interstate services. FERC also interprets its authority to reach otherwise non-jurisdictional entities to the extent the activities are conducted “in connection with” gas sales, purchases or transportation subject to FERC jurisdiction,

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which includes the annual reporting requirements under Order 704, described below. However, in October 2022, the Fifth Circuit ruled that FERC’s jurisdiction to regulate market manipulation is limited to interstate transactions only and does not reach intrastate natural gas transactions.

On December 26, 2007, FERC issued Order 704, a final rule on the annual natural gas transaction reporting requirements, as amended by subsequent orders on rehearing. As a result of these orders, wholesale buyers and sellers of more than 2.2 million MMBtus of physical natural gas in the previous calendar year, including oil and natural gas producers, gatherers and marketers, are now required to report, by May 1 of each year, aggregate volumes of natural gas purchased or sold at wholesale in the prior calendar year to the extent such transactions utilize, contribute to, or may contribute to the formation of price indices. It is the responsibility of the reporting entity to determine which individual transactions should be reported based on the guidance provided by FERC. Market participants must also indicate whether they report prices to any index publishers, and if so, whether their reporting complies with FERC’s policy statement on price reporting.

Gathering service, which occurs upstream of jurisdictional transportation services, is regulated by the states onshore and in state waters. Section 1(b) of the NGA exempts natural gas gathering facilities from regulation by FERC. Although FERC has set forth a general test for determining whether facilities perform a non-jurisdictional gathering facilities function or a jurisdictional transportation function, FERC’s determinations as to the classification of facilities are done on a case-by-case basis. To the extent that FERC issues an order that reclassifies certain non-jurisdictional gathering facilities as jurisdictional transportation facilities, and depending on the scope of that decision, our costs of getting gas to point of sale locations may increase. We believe that the natural gas pipelines in our gathering systems meet the traditional tests FERC has used to establish a pipeline’s status as a gatherer not subject to regulation as a natural gas company. However, the distinction between FERC-regulated transportation services and federally unregulated gathering services could be the subject of ongoing litigation, so the classification and regulation of our gathering facilities could be subject to change based on future determinations by FERC, the courts or Congress. State regulation of natural gas gathering facilities generally includes various occupational safety, environmental and, in some circumstances, nondiscriminatory-take requirements. Although such regulation has not generally been affirmatively applied by state agencies, natural gas gathering may receive greater regulatory scrutiny in the future.

In addition, the pipelines in the gathering systems on which we rely may be subject to regulation by the U.S. Department of Transportation. PHMSA has established a risk-based approach to determine which gathering pipelines are subject to regulation and what safety standards regulated gathering pipelines must meet. Over the past several years PHMSA has taken steps to expand the regulation of rural gathering lines and impose a number of reporting and inspection requirements on regulated pipelines, and additional requirements are expected in the future. On November 15, 2021, PHMSA released a final rule that expands the definition of regulated gathering pipelines and imposes safety measures on certain currently unregulated gathering pipelines. The final rule also imposes reporting requirements on all gathering pipelines and specifically requires operators to report safety information to PHMSA. The future adoption of laws or regulations that apply more comprehensive or stringent safety standards could increase the expenses we incur for gathering service.

The price at which we sell natural gas is not currently subject to federal rate regulation and, for the most part, is not subject to state regulation. However, with regard to our physical and financial sales of these energy commodities, we are required to observe anti-market manipulation laws and related regulations enforced by FERC under the EP Act of 2005 and by the CFTC under the CEA as amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act, and regulations promulgated thereunder. The CEA prohibits any person from manipulating or attempting to manipulate the price of any commodity in interstate commerce or futures on such commodity. The CEA also prohibits knowingly delivering or causing to be delivered false or misleading or knowingly inaccurate reports concerning market information or conditions that affect or tend to affect the price of a commodity as well as certain disruptive trading practices. Should we violate the anti-market manipulation laws and regulations, we could also be subject to related third-party damage claims by, among others, sellers, royalty owners and taxing authorities.

Intrastate natural gas transportation is also subject to regulation by state regulatory agencies. The basis for intrastate regulation of natural gas transportation and the degree of regulatory oversight and scrutiny given to intrastate natural gas pipeline rates and services varies from state to state. As such regulation within a particular state will generally affect all intrastate natural gas shippers within the state on a comparable basis, we believe that the regulation of similarly situated intrastate natural gas transportation in any states in which we operate and ship natural gas on an

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intrastate basis will not affect our operations in any way that is of material difference from those of our competitors. Like the regulation of interstate transportation rates, the regulation of intrastate transportation rates affects the marketing of natural gas that we produce, as well as the revenues we receive for sales of our natural gas.

Changes in law and to FERC, PHMSA, the CFTC, or state policies and regulations may adversely affect the availability and reliability of firm and/or interruptible transportation service on interstate and intrastate pipelines, and we cannot predict what future action FERC, PHMSA, the CFTC, or state regulatory bodies will take. We do not believe, however, that any regulatory changes will affect us in a way that materially differs from the way they will affect other oil and natural gas producers and marketers with which we compete.

Regulation of environmental and occupational safety and health matters generally

Our operations are subject to numerous stringent federal, regional, state and local statutes and regulations governing environmental protection, occupational safety and health, and the release, discharge or disposal of materials into the environment, some of which carry substantial administrative, civil and criminal penalties for failure to comply. Applicable U.S. federal environmental laws include, but are not limited to, the CERCLA, the CWA and the CAA. In addition, state and local laws and regulations set forth specific standards for drilling wells, the maintenance of bonding requirements in order to drill or operate wells, the spacing and location of wells, the method of drilling and casing wells, the surface use and restoration of properties upon which wells are drilled, the plugging and abandoning of wells, the prevention and cleanup of pollutants, and other matters. These laws and regulations may, among other things, require the acquisition of permits to conduct exploration, drilling, and production operations; restrict the types, quantities and concentrations of various substances that can be released into the environment in connection with drilling, production and transporting through pipelines; govern the sourcing and disposal of water used in the drilling and completion process; limit or prohibit construction or drilling activities in sensitive areas such as wilderness, wetlands, frontier and other protected areas; require investigatory or remedial actions to prevent or mitigate pollution conditions caused by our operations; impose obligations to reclaim and abandon well sites and pits; establish specific safety and health criteria addressing worker protection; and impose substantial liabilities for pollution resulting from operations or failure to comply with regulatory filings. Additionally, Congress and federal and state agencies frequently revise environmental laws and regulations, and any changes that result in delay or more stringent and costly permitting, waste handling, disposal and clean-up requirements for the oil and gas industry could have a significant impact on our operating costs. Although future environmental obligations are not expected to have a material impact on the results of our operations or financial condition, there can be no assurance that future developments, such as increasingly stringent environmental laws or enforcement thereof, will not cause us to incur material environmental liabilities or costs.

Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal fines and penalties, loss of leases, the imposition of investigatory or remedial obligations and the issuance of orders enjoining some or all of our operations in affected areas. These laws and regulations may also restrict the rate of oil and natural gas production below the rate that would otherwise be possible. The regulatory burden on the oil and gas industry increases the cost of doing business in the industry and consequently affects profitability. It is possible that, over time, environmental regulation could evolve to place more restrictions and limitations on activities that may affect the environment, and thus, any changes in environmental laws and regulations or reinterpretation of enforcement policies that result in more stringent and costly well drilling, construction, completion or water management activities or waste handling, storage, transport, disposal, or remediation requirements could require us to make significant expenditures to attain and maintain compliance and may otherwise have a material adverse effect on our results of operations and financial position. We may be unable to pass on such increased compliance costs to our customers. Moreover, accidental releases or spills may occur in the course of our operations, and we cannot be sure that we will not incur significant costs and liabilities as a result of such releases or spills, including any third-party claims for damage to property, natural resources or persons. Although we believe that we are in substantial compliance with applicable environmental laws and regulations and that continued compliance with existing requirements will not have a material adverse impact on our business, there can be no assurance that this will continue in the future.

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The following is a summary of the more significant existing environmental and occupational health and safety laws and regulations, as amended from time to time, to which our business operations are subject and for which compliance may have a material adverse impact on our capital expenditures, results of operations or financial position.

Hazardous substances and wastes

CERCLA, also known as the “Superfund” law, and comparable state laws, impose liability without regard to fault or the legality of the original conduct, on certain classes of persons with respect to the release of a “hazardous substance” into the environment. These classes of persons, or, as termed in CERCLA, potentially responsible parties, include the current and past owners or operators of a disposal site or site where the release occurred and anyone who disposed or arranged for the disposal of the hazardous substances found at such sites. Under CERCLA, such persons may be subject to joint and several, strict liability for the costs of cleaning up the hazardous substances that have been released into the environment and for damages to natural resources. It is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances released into the environment. We are able to control directly the operation of only those wells with respect to which we act as operator. Notwithstanding our lack of direct control over wells operated by others, the failure of an operator other than us to comply with applicable environmental regulations may, in certain circumstances, be attributed to us. We generate materials in the course of our operations that may be regulated as hazardous substances under CERCLA and other environmental laws but we are unaware of any liabilities for which we may be held responsible that would materially and adversely affect our business operations. While petroleum and crude oil fractions are generally not considered hazardous substances under CERCLA and its analogues because of the so-called “petroleum exclusion,” adulterated petroleum products containing other hazardous substances have been treated as hazardous substances in the past.

We also generate solid and hazardous wastes that may be subject to the requirements of the RCRA, and analogous state laws. RCRA regulates the generation, handling, storage, treatment, transport and disposal of nonhazardous and hazardous solid wastes. RCRA specifically excludes “drilling fluids, produced waters and other wastes associated with the development or production of crude oil, natural gas or geothermal energy” from regulation as hazardous wastes. With the approval of the EPA, individual states can administer some or all of the provisions of RCRA and some states have adopted their own, more stringent requirements. However, legislation has been proposed from time to time and various environmental groups have filed lawsuits that, if successful, could result in the reclassification of certain natural gas and oil exploration and production wastes as “hazardous wastes,” which would make such wastes subject to much more stringent handling, disposal and clean-up requirements. Any future loss of the RCRA exclusion for drilling fluids, produced waters and related wastes could result in an increase in our costs to manage and dispose of generated wastes, which could have a material adverse effect on our results of operations and financial position. In addition, in the course of our operations, we generate some amounts of ordinary industrial wastes, such as paint wastes, waste solvents, laboratory wastes and waste compressor oils that may be regulated as hazardous wastes if such wastes are determined to have hazardous characteristics. Although the costs of managing hazardous waste may be significant, we do not believe that our costs in this regard are materially more burdensome than those for similarly situated companies.

We currently own, lease or operate numerous properties that may have been used by prior owners or operators for oil and natural gas development and production activities for many years. Although we believe that we have utilized operating and waste disposal practices that were standard in the industry at the time, hazardous substances, wastes or petroleum hydrocarbons may have been released on, under or from the properties owned or leased by us, or on, under or from other locations, including off-site locations where such substances have been taken for recycling or disposal. In addition, some of our properties may have been operated by third parties or by previous owners or operators whose treatment and disposal of hazardous substances, wastes or petroleum hydrocarbons was not under our control. These properties and the substances disposed or released on, under or from them may be subject to CERCLA, RCRA and/or analogous state laws. Under such laws, we could be required to undertake response or corrective measures, which could include removal of previously disposed substances and wastes, cleanup of contaminated property or performance of remedial plugging or pit closure operations to prevent future contamination.

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Water discharges

The Federal Water Pollution Control Act, also known as the CWA, and comparable state laws impose restrictions and strict controls regarding the discharge of pollutants, including spills and leaks of oil and other natural gas wastes, into or near waters of the United States or state waters. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or an analogous state agency. The discharge of dredge and fill material into regulated waters, including wetlands, is also prohibited, unless authorized by a permit issued by the Corps. The scope of federal jurisdiction under the CWA over these regulated waters continues to be subject to significant uncertainty and litigation. The EPA and the Corps issued a final rule on the federal jurisdictional reach over waters of the United States in 2015, which never took effect before being replaced by the NWPR in December 2019. A coalition of states and cities, environmental groups, and agricultural groups challenged the NWPR, which was vacated by a federal district court in August 2021. The EPA and Corps underwent a further rulemaking process to attempt to redefine the definition of waters of the United States; however, the U.S. Supreme Court’s decision in Sackett v. EPA invalidated the prior test used by the EPA to determine whether wetlands qualify as navigable waters of the United States, and on September 8, 2023, the EPA and the Corps published a final rule to align the definition of “waters of the United States” with the U.S. Supreme Court’s decision in Sackett v. EPA. In March 2025, the EPA and the Corps announced their intention to undertake a rulemaking process to revise the 2023 rule. On November 20, 2025, the EPA and the Corps published a proposed rule to revise the definition of “waters of the United States” under the CWA to comply with the Sackett decision, with comments due by January 5, 2026, which could reduce the number and size of federally jurisdictional waters. To the extent any new rules or court decisions expand the scope of the CWA’s jurisdiction, we could face increased costs and delays with respect to obtaining permits, including for dredge and fill activities in wetland areas.

The process for obtaining permits also has the potential to delay our operations. For example, on June 18, 2025, the Corps issued a proposal to reissue and modify “Nationwide Permits” that authorize certain dredge and fill activities in jurisdictional wetlands related to pipeline projects, including NWP 12, the general permit issued by the Corps for pipelines and utility projects. Any changes to NWP 12 could have an impact on our business. If new oil and gas pipeline projects are unable to utilize NWP 12 or identify an alternate means of CWA compliance, such projects could be significantly delayed. Additionally, spill prevention, control and countermeasure plans, also referred to as “SPCC plans,” are required by federal law in connection with on-site storage of significant quantities of oil. Compliance may require appropriate containment berms and similar structures to help prevent the contamination of navigable waters by a petroleum hydrocarbon tank spill, rupture or leak.

Safe Drinking Water Act

The SDWA grants the EPA broad authority to take action to protect public health when an underground source of drinking water is threatened with pollution that presents an imminent and substantial endangerment to humans. The SDWA also regulates saltwater disposal wells under the Underground Injection Control Program. The EP Act of 2005 amended the Underground Injection Control provisions of the SDWA to expressly exclude certain hydraulic fracturing from the definition of “underground injection,” but disposal of hydraulic fracturing fluids and produced water or their injection for enhanced oil recovery is not excluded. In 2014, the EPA issued permitting guidance governing hydraulic fracturing with diesel fuels. While we do not currently use diesel fuels in our hydraulic fracturing fluids, we may become subject to federal permitting under the SDWA if our fracturing formula changes.

Air emissions

The CAA and comparable state laws restrict the emission of air pollutants from many sources, including compressor stations, through the issuance of permits and other requirements. These laws and regulations may require us to obtain pre-approval for the construction or modification of certain projects or facilities expected to produce or significantly increase air emissions, obtain and strictly comply with stringent air permit requirements or utilize specific equipment or technologies to control emissions of certain pollutants. The need to obtain permits has the potential to delay the development of oil and natural gas projects. Over the next several years, we may be required to incur certain capital expenditures for air pollution control equipment or other air emissions related issues. For example, in October 2015, the EPA lowered the NAAQS for ozone from 75 to 70 parts per billion. In December 2020, the EPA announced its intention to leave the ozone NAAQS unchanged at 70 parts per billion. The EPA is currently reconsidering its 2020 decision to retain the 2015 NAAQS. Further, in June 2016, the EPA also finalized rules regarding

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criteria for aggregating multiple small surface sites into a single source for air-quality permitting purposes applicable to the oil and gas industry. These rules could cause small facilities, on an aggregate basis, to be deemed a major source, thereby triggering more stringent air permitting processes and requirements.

If the EPA were to adopt more stringent NAAQS for ozone, under the CAA, state implementation of the revised NAAQS could result in stricter permitting requirements, delay or prohibit our ability to obtain such permits, and result in increased expenditures for pollution control equipment, the costs of which could be significant. In addition, the EPA has adopted rules under the CAA that require the reduction of volatile organic compound and methane emissions from certain fractured and refractured natural gas wells for which well completion operations are conducted and further require that most wells use reduced emission completions, also known as “green completions.” These regulations also establish specific requirements regarding emissions from production-related wet seal and reciprocating compressors, and from pneumatic controllers and storage vessels. In addition, the regulations place requirements to detect and repair volatile organic compound and methane at certain well sites and compressor stations. On July 4, 2025, President Trump signed the One Big Beautiful Bill into law which, among other things, postpones the EPA’s imposition of the recent methane Waste Emissions Charge to 2034, lowers royalties on federal onshore oil and gas leases, and repeals a royalty imposed on waste methane produced from federal oil and gas leases. On July 29, 2025, the EPA issued an interim final rule extending several compliance deadlines associated with the 2024 New Source Performance Standards (“NSPS OOOOb”) and Emissions Guidelines (“EG OOOOc”) for the oil and gas industry. NSPS OOOOb and EG OOOOc were published in March 2024 and took effect in May 2024. EPA announced its intention to reconsider NSPS OOOOb and EG OOOOc in March 2025. On July 29, 2025, EPA released a pre-publication proposed rule which would rescind EPA’s 2009 final rule under the Clean Air Act finding that GHGs endanger the public health and welfare of current and future generations and that emissions of GHGs from new motor vehicles contribute to GHG pollution that threatens the public health and welfare. On September 16, 2025, the EPA announced a proposal to end the Greenhouse Gas Reporting Program (“GHGRP”) for all sectors except petroleum and natural gas systems (excluding reporting for natural gas distribution). Reporting for petroleum and natural gas systems under the GHGRP would be deferred until 2034 under the proposal. As a result, there remains considerable uncertainty surrounding regulation of GHG and methane emissions from oil and gas operations.

Oil Pollution Act

The OPA establishes strict liability for owners and operators of facilities that are the source of a release of oil into waters of the U.S. The OPA and its associated regulations impose a variety of requirements on responsible parties, including owners and operators of certain facilities from which oil is released, related to the prevention of oil spills and liability for damages resulting from such spills. While liability limits apply in some circumstances, a party cannot take advantage of liability limits if the spill was caused by gross negligence or willful misconduct, resulted from violation of a federal safety, construction or operating regulation, or if the party fails to report a spill or to cooperate fully in the cleanup. Few defenses exist to the liability imposed by the OPA. The OPA imposes ongoing requirements on a responsible party, including the preparation of oil spill response plans and proof of financial responsibility to cover environmental cleanup and restoration costs that could be incurred in connection with an oil spill.

National Environmental Policy Act

Oil and natural gas exploration and production activities on federal lands are subject to NEPA. NEPA requires federal agencies to evaluate major agency actions having the potential to significantly impact the environment. The process involves the preparation of an environmental assessment and, if necessary, an environmental impact statement depending on whether the specific circumstances surrounding the proposed federal action have the potential to significantly impact the environment. The NEPA process involves public input through comments which can alter the nature of a proposed project either by limiting the scope of the project or requiring resource-specific mitigation. NEPA decisions can be appealed through the court system by process participants. This process may result in delaying the permitting and development of projects, may increase the costs of permitting and developing some facilities and could result in certain instances in the cancellation of existing leases. However, the current administration has taken actions to revise the scope of NEPA reviews and the U.S. Supreme Court has recently limited the scope of federal agencies’ obligations related to environmental review pursuant to NEPA in Seven County Infrastructure Coalition v. Eagle County. While these changes are aimed at streamlining NEPA reviews, the ultimate result of these changes is unknown at this time.

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Endangered Species Act and Migratory Bird Treaty Act

The ESA restricts activities that may affect endangered or threatened species or their habitat. Similar protections are offered to migratory birds under the MBTA. To the extent that species that are listed under the ESA or similar state laws, or are protected under the MBTA, inhabit the areas where we conduct operations, our operations could be adversely impacted. Moreover, drilling activities may be delayed, restricted or precluded in protected habitat areas or during certain seasons, such as breeding and nesting seasons.

The identification or designation of previously unprotected species as threatened or endangered in areas where underlying property operations are conducted could cause us to incur increased costs arising from species protection measures or could result in limitations on our development activities that could have an adverse impact on our ability to develop and produce reserves. If we were to have a portion of our leases designated as critical or suitable habitat, it could adversely impact the value of our leases.

Climate change

The threat of climate change continues to attract considerable attention in the United States and around the world. Numerous proposals have been made and could continue to be made at the international, national, regional and state levels of government to monitor and limit existing emissions of GHGs. These efforts have included consideration of cap-and-trade programs, carbon taxes, GHG disclosure obligations and regulations that directly limit GHG emissions from certain sources. As a result, our operations are subject to a series of regulatory, political, litigation and financial risks associated with the production and processing of fossil fuels and the emission of GHGs.

If more stringent laws and regulations relating to climate change and GHGs are adopted, it could cause us to incur material expenses to comply with such laws and regulations. These requirements could adversely affect our operations and restrict or delay our ability to obtain air permits for new or modified sources.

For example, there are a number of state and regional efforts to regulate emissions of methane from new and existing sources within the oil and natural gas source category. Compliance with these rules will require enhanced record-keeping practices, the purchase of new equipment, and increased frequency of maintenance and repair activities to address emissions leakage at certain well sites and compressor stations, and also may require hiring additional personnel to support these activities or the engagement of third-party contractors to assist with and verify compliance.

In addition, Congress has from time to time considered adopting legislation to reduce emissions of GHGs, although the current U.S. presidential administration has opposed action aimed at limiting GHG emissions. At the international level, in April 2016, the U.S. joined the international community at the 21st Conference of the Parties of the United Nations Framework Convention on Climate Change in Paris, France, which resulted in an agreement intended to nationally determine their contributions and set GHG emission reduction goals every five years beginning in 2020. In January 2025, the U.S. submitted its notice to withdraw from the Paris Agreement, with the withdrawal effective on January 27, 2026. Additionally at the international level, the International Court of Justice issued an advisory opinion in July, 23, 2025, stating that all nations have certain obligations to prevent significant harm to the environment under customary duties of international law, which the International Court of Justice interpreted to include the obligation to mitigate climate change, including by the domestic regulation of fossil fuel-related industrial activities and other private actors. It remains uncertain how the International Court of Justice’s advisory opinion could be interpreted or otherwise acted on by nations or other actors, including in ways that could affect our business operations.

Separately, many U.S. state and local leaders and foreign governments have intensified or stated their intent to intensify efforts to support international climate commitments and treaties and have developed programs that are aimed at reducing GHG emissions, such as by means of cap and trade programs, carbon taxes, encouraging the use of renewable energy or alternative low-carbon fuels, or imposing new climate-related reporting requirements. Cap and trade programs, for example, typically require major sources of GHG emissions to acquire and surrender emission allowances in return for emitting those GHGs.

Any legislation or regulatory programs aimed at reducing GHG emissions, addressing climate change more generally, or requiring the disclosure of climate-related information could increase the cost of consuming, and thereby reduce demand for, the oil, natural gas or NGLs we produce or otherwise have an adverse effect on our business, financial condition and results of operations.

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There are also increasing financial risks for fossil fuel producers as shareholders, bondholders and lenders currently may elect in the future to shift some or all of their investments into non-fossil fuel energy-related sectors. Certain institutional lenders who provide financing to fossil-fuel energy companies also have shifted their investment practices to those that favor “clean” power sources, such as wind and solar, making those sources more attractive, and some of them may elect not to provide funding for fossil fuel energy companies in the short or long term. Many of the largest U.S. banks have made “net zero” carbon emission commitments and have announced that they will assess financed emissions across their portfolios and take steps to quantify and reduce those emissions. There is also a risk that financial institutions will be pressured or required to adopt policies limiting funding for the fossil fuel sector. Although there has been recent political support to counteract these initiatives, these and other developments in the financial sector could lead to some lenders restricting access to capital for or divesting from certain industries or companies, including the oil and gas sector, or requiring that borrowers take additional steps to reduce their GHG emissions. Any material reduction in the capital available to us could make it more difficult to secure funding for exploration, development and production activities and have an adverse effect on our business, financial condition and results of operations.

Hydraulic fracturing

Hydraulic fracturing is a common practice that is used to stimulate production of oil and/or natural gas from low permeability subsurface rock formations and is important to our business. The hydraulic fracturing process involves the injection of water, proppants and chemicals under pressure into targeted subsurface formations to fracture the hydrocarbon-bearing rock formation and stimulate production of hydrocarbons. Presently, hydraulic fracturing is primarily regulated at the state level, typically by state natural gas commissions, but the practice has become increasingly controversial in certain parts of the country, resulting in increased scrutiny and regulation. For example, the EPA has asserted federal regulatory authority pursuant to the SDWA over certain hydraulic fracturing activities involving the use of diesel fuels in fracturing fluid and published guidance for such activities.

At the state level, a growing number of states, including the states in which we conduct operations, have adopted or are considering regulations that could impose more stringent permitting, disclosure or well construction and monitoring requirements on hydraulic fracturing activities. Local governments may also adopt ordinances within their jurisdictions regulating the time, place and manner of drilling activities in general or hydraulic fracturing activities in particular.

If new or more stringent federal, state or local legal restrictions relating to the hydraulic fracturing process are adopted in areas where we operate, our fracturing activities could become subject to additional permitting and financial assurance requirements, more stringent construction specifications, increased monitoring, reporting and record-keeping obligations, plugging and abandonment requirements and attendant permitting delays or curtailment in the pursuit of exploration, development, or production activities, and perhaps even be precluded from drilling wells. Such changes could cause us to incur substantial compliance costs, and compliance or the consequences of any failure to comply by us could have a material adverse effect on our financial condition and results of operations. At this time, it is not possible to estimate the impact on our business of newly enacted or potential legislation or regulation governing hydraulic fracturing, and any of the above risks could impair our ability to manage our business and have a material adverse effect on our operations, cash flows and financial position.

Worker health and safety

We are subject to a number of federal and state laws and regulations, including OSHA, and comparable state statutes, whose purpose is to protect the health and safety of workers. For example, the OSHA hazard communication standard, the Emergency Planning and Community Right-to-Know Act and comparable state statutes and any implementing regulations require that we maintain, organize and/or disclose information about hazardous materials used or produced in our operations and that this information be provided to employees, state and local governmental authorities and citizens. Other OSHA standards regulate specific worker safety aspects of our operations. Failure to comply with OSHA requirements can lead to the imposition of penalties.

Related permits and authorizations

Many environmental laws require us to obtain permits or other authorizations from state and/or federal agencies before initiating certain drilling, construction, production, operation or other oil and natural gas activities, and to maintain these permits and compliance with their requirements for ongoing operations. These permits are generally subject to protest, appeal or litigation, which can in certain cases delay or halt projects and cease production or operation of wells, pipelines and other operations.

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Related insurance

We maintain insurance against some contamination risks associated with our development activities, including a coverage policy for gradual pollution events. However, this insurance is limited to activities at the well site and there can be no assurance that this insurance will continue to be commercially available or that this insurance will be available at premium levels that justify its purchase by us. The occurrence of a significant event that is not fully insured or indemnified against could have a materially adverse effect on our financial condition and operations.

Federal Regulation of Swap Transactions

We use derivative financial instruments such as swap agreements to manage the impact of changes in commodity prices on our operating results and cash flows. The Commodity Exchange Act provides the U.S. Commodity Futures Trading Commission (the “CFTC”) with jurisdiction to regulate the over-the-counter (“OTC”) derivatives market (which includes the sorts of financial instruments we use) and participants in that market. Although the CFTC does not currently require the clearing of OTC commodity derivatives transactions future changes in CFTC regulations that impact OTC commodity derivatives, with respect clearing or otherwise, could increase the cost and/or limit the availability of such contracts, even if the new regulations did not directly impact us.

Human Capital Resources

We aim to provide a safe, healthy, respectful, and fair workplace for all employees. We believe our employees’ talent and wellbeing is foundational to delivering on our corporate strategy, and that intentional human capital management strategies enable us to attract, develop, retain and reward our dedicated employees.

We rely on our affiliate, EQV Operating LLC (“EQV Operating”), to meet our personnel needs for operations. From time to time, we utilize the services of independent contractors to perform various field and other services. We are not a party to any collective bargaining agreements and have not experienced any strikes or work stoppages. In general, we believe that employee relations are satisfactory.

Employee Safety and Health

The health, safety, and well-being of our employees is a top priority. In addition to our commitment to complying with all applicable safety, health, and environmental laws and regulations, we are focused on minimizing the risk of workplace incidents and preparing for emergencies as a priority element of our culture. We work to reduce safety incidents in our business and actively seek opportunities to make safety culture and procedural improvements.

Legal proceedings

The Company may, from time to time, be involved in litigation and claims arising out of its operations in the normal course of business. The Company is not currently a party to any material legal proceedings. In addition, the Company is not aware of any material legal proceedings contemplated to be brought against the Company.

The Company, as an owner and operator of oil and gas properties, is subject to various federal, state and local laws and regulations relating to discharge of materials into, and protection of, the environment. These laws and regulations may, among other things, impose liability on the lessee under an oil and gas lease for the cost of pollution cleanup resulting from operations and subject the lessee to liability for pollution damages. In some instances, the Company may be directed to suspend or cease operations in the affected area. The Company maintains insurance coverage that is customary in the industry, although the Company is not fully insured against all environmental risks.

The Company is not aware of any environmental claims existing as of September 30, 2025. There can be no assurance, however, that current regulatory requirements will not change, or past non-compliance with environmental issues will not be discovered on the Company’s oil and gas properties.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OF EQV RESOURCES LLC

The following discussion and analysis provide information that the management of EQV Resources LLC (referred to as the “Company”, “we”, “us”, “our” and “EQVR”) believes is relevant to an assessment and understanding of EQVR’s results of operations and financial condition. The discussion and analysis should be read together with the section of this proxy statement/prospectus entitled “Summary Historical Financial Information of EQVR,” EQVR’s audited financial statements as of and for the year ended December 31, 2024 and the period from inception, September 5, 2023, to December 31, 2023 and the related notes thereto included elsewhere in this proxy statement/prospectus, and EQVR’s unaudited financial statements as of and for the nine months ended September 30, 2025 and 2024 and the related notes thereto included elsewhere in this proxy statement/prospectus.

This discussion includes forward-looking statements based on current expectations and projections. These statements involve risks and uncertainties, and actual results could differ materially from those discussed. A detailed description of potential risk factors can be found under “Risk Factors — Risks Related to EQVR’s Business” and elsewhere in this proxy statement/prospectus.

Overview

EQVR is an oil and gas company based in Oklahoma City, Oklahoma and founded in September 2023. We are primarily focused on the acquisition, exploration and development of natural gas and crude oil properties as an operating interest owner. Our properties are all located in Texas, specifically in the Granite Wash and Cleveland formations of the Western Anadarko Basin. Our strategy is centered on reducing lease operating expenses (“LOE”) and targeting PDP-only margin increases by focusing on optimization, midstream and LOE initiatives.

Formation, Inception Date and Commencement of Operations

EQVR was formed on September 5, 2023 (the “Inception Date”) and as such, has limited financial and operational results for the period from the Inception Date to December 31, 2023. All references in this section to the period ended December 31, 2023 reference the period from the Inception Date to December 31, 2023, unless otherwise indicated. EQVR’s oil and natural gas production operations commenced following its acquisition of oil and gas properties in December 2023.

Key Factors Affecting Performance

EQVR’s revenues, cash flows from operations and future growth depend substantially upon:

•        the prices and the supply and demand for oil and natural gas;

•        the quantity of oil and natural gas production from its wells;

•        changes in the fair value of the derivative instruments used to reduce exposure to fluctuations in the price of oil and natural gas;

•        the ability of the company to identify and acquire high-quality strategic acquisition opportunities; and

•        the level of operating expenses.

In addition to the factors that affect companies in the industry generally, EQVR’s operating results are subject to factors specifically impacting its operations, which are located exclusively in the Texas portions of the Anadarko basin. These factors include the potential adverse impact of weather on production and transportation activities, particularly during the winter and spring months, as well as infrastructure limitations, transportation capacity, regulatory matters and other factors that may specifically affect this region. For more information on these and other factors that may affect EQVR’s operating results, please see “Information about EQVR” in this proxy statement/prospectus.

Market Conditions

Commodity price fluctuations can materially affect the value of oil and natural gas reserves, as well as revenues and cash flows, regardless of operating performance. Future movements in oil, natural gas, and natural gas liquids (“NGLs”) prices are inherently unpredictable, and historically such prices have been highly volatile due to external

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factors over which EQVR has no control, including shifts in supply and demand; regulatory changes; actions by OPEC+ and the ability of OPEC+ to successfully coordinate its production quotas; economic conditions; competitive dynamics; capital availability; weather; depletion rates of existing oil and natural gas wells; and geopolitical events. While we engage in hedging activities that mitigate the effects of changes in commodity prices on our revenues, prices for various quantities of oil, natural gas and NGLs that we produce may nevertheless significantly impact our revenues and cash flows.

At the local level, the Company remains dependent on the reliability and performance of infrastructure required to gather, process and transport its crude oil, natural gas and NGLs. For instance, widening basis differentials have persisted in some portions of the U.S., with some delivery points reaching negative spot pricing at various times in 2025.

Hedging Program

Each quarter, EQVR is required to hedge pursuant to the Cibolo Loan at least 75% of its reasonably anticipated oil, natural gas and NGL production from its proved developed producing reserves (each calculated separately) for each month of a three-year period. We opportunistically hedge beyond such 75% threshold under favorable commodity price scenarios at management’s discretion. The prices at which the Company hedges future production will depend on prevailing commodity prices at the time such transactions are executed, which may be significantly higher or lower than current levels. Accordingly, while the hedging strategy provides downside protection against commodity price volatility, it may also limit upside during periods of rising prices.

Commodity Prices

WTI Oil Pricing

The average WTI oil price was $66.79 per barrel for the nine months ended September 30, 2025, a 14% decrease from $77.61 per barrel for the nine months ended September 30, 2024. Settled derivatives increased realized oil prices by $2.39 per barrel in the nine months ended September 30, 2025, compared to a reduction of $4.00 per barrel in the nine months ended September 30, 2024.

For the year ended December 31, 2024, the average WTI price was $76.63 per barrel, slightly below the average of $77.58 per barrel for the year ended December 31, 2023. Settled derivatives reduced realized oil prices by $2.86 per barrel for the year ended December 31, 2024. No derivative contracts settled during the period ended December 31, 2023.

Henry Hub Natural Gas Pricing

The average Henry Hub natural gas price was $3.39 per Mcf for the nine months ended September 30, 2025, up 61% from $2.10 per Mcf for the nine months ended September 30, 2024. Settled derivatives increased realized gas prices by $0.07 per Mcf in the nine months ended September 30, 2025, compared to an increase of $1.01 per Mcf in the same period of 2024.

The average Henry Hub natural gas price was $2.19 per Mcf for the year ended December 31, 2024, down 13% from $2.53 per Mcf for the year ended December 31, 2023. Settled derivatives increased realized gas prices by $0.83 per Mcf in the year ended December 31, 2024. No derivative contracts settled during the period ended December 31, 2023.

Mont Belvieu NGLs Pricing

The average Mont Belvieu NGL price was $27.58 per Boe for the nine months ended September 30, 2025, a minimal increase from $27.55 per Boe for the nine months ended September 30, 2024. Settled derivatives reduced realized NGL prices by $2.24 per Boe in the nine months ended September 30, 2025, compared to a reduction of $2.44 per Boe in the nine months ended September 30, 2024.

The average Mont Belvieu NGL price was $32.68 per Boe for the year ended December 31, 2024, a 9% increase from $29.86 per Boe for the year ended December 31, 2023. Settled derivatives reduced realized NGL prices by $2.66 per Boe for the year ended December 31, 2024. No derivative contracts settled during the period ended December 31, 2023.

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Capital Program

We have not adopted a long-term development plan, as our business plan has historically been focused on exploiting the production of our proved developed reserves. As a result, our capital expenditure budget is limited to remedial drilling and operations intended to maintain the production of existing wellheads.

Results of Operations

The following table sets forth the results of operations of EQVR for the nine months ended September 30, 2025 and 2024 and for the year ended December 31, 2024 and the period from the Inception Date to December 31, 2023. See “Overview — Formation, Inception Date and Commencement of Operations.” Average sales prices are derived from accrued accounting data for the relevant period indicated. Because of normal production declines and the effects of acquisitions, the historical information presented below should not be interpreted as indicative of future results.

(dollar amounts in thousands, except for per unit amounts)		For the Nine months Ended September 30,								For the Periods Ended December 31,
		2025				2024				2024				2023
Net Production:
Oil (MBbl)			71				83				106				—
Natural Gas (MMcf)			3,328				3,744				4,947				—
NGLs (MBbl)			301				370				482				—
Total Production (MBoe)(1)			927				1,077				1,413				—
Average daily production (MBoe/d)			3				4				3				—
Average realized sales price (excluding impact of derivatives settled in cash)
Oil (per Bbl)		$	64.69			$	77.25			$	75.42			$	—
Natural gas (per Mcf)			2.23				1.13				1.23				—
NGLs (per Bbl)			15.18				14.10				15.57				—
Total (per Boe)		$	17.90			$	14.74			$	15.27			$	—
Average realized sales price (including impact of derivatives settled in cash)															—
Oil (per Bbl)		$	67.08			$	73.25			$	72.56			$	—
Natural gas (per Mcf)			2.30				2.14				2.06				—
NGLs (per Bbl)			12.94				11.66				12.91				—
Total (per Boe)		$	17.62			$	17.09			$	17.05			$	—
Revenues
Oil sales		$	4,593			$	6,412			$	7,995			$	—
Gas sales, net			7,420				4,246				6,075				—
NGLs sales, net			4,573				5,217				7,503				—
Total Revenue		$	16,586			$	15,875			$	21,573			$	—
Operating Expenses
Lease operating expense			7,721				6,557				10,153				—
Production taxes			674				679				908				—
Depreciation and depletion			3,926				6,150				6,032				—
Accretion expense			560				1,126				1,421				—
General and administrative expenses			1,662				1,525				2,030				7
Total expenses			14,544				16,037				20,543				7
Income (loss) from operations		$	2,042			$	(162	)		$	1,030			$	(7	)
Other Income (Expense)
Realized derivative gains (losses)		$	(257	)		$	2,527			$	2,517			$	—
Unrealized derivative gains (losses)			2,300				51				(2,560	)			(3,067	)
Interest expense			(3,051	)			(3,690	)			(4,806	)			(261	)
Gain on sale of asset			10				26				—				—
Other income			—				2				39				5,970
Total other income (expense)			(998	)			(1,083	)			(4,810	)			(3,322	)
Net gain (loss)		$	1,044			$	(1,245	)		$	(3,780	)		$	(3,329	)

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Revenues

Our revenues are primarily generated from the sale of oil, natural gas and NGLs produced from our operated and non-operated wells. Oil is sold at the wellhead under index-based contracts, while natural gas is delivered to third-party midstream processors, who gather, process, and market the product. Our reported revenues are net of related gathering, processing, and transportation costs. NGLs are extracted during processing and marketed separately, with net proceeds remitted to us.

Total oil, natural gas and NGL revenues for the nine months ended September 30, 2025 was $16.6 million, a 4% increase from $15.9 million for the nine months ended September 30, 2024. This increase was driven by a 21% increase in average realized sales price (excluding hedges) offset by a 14% decrease in production. Pricing changes included a 16% decrease in realized oil prices, a 97% increase in realized gas prices, and an 8% increase in realized NGLs prices.

Total oil, natural gas and NGL revenues for the year ended December 31, 2024, totaled $21.6 million. For the period ended December 31, 2023, there were no oil, natural gas or NGL revenues because EQVR was formed on the Inception Date and operations commenced following its acquisition of oil and gas properties in December 2023.

Operating Expenses

Our cost structure includes several categories that impact operating results in different ways. Some of these costs vary with commodity prices, some trend with production activity and type, and others primarily reflect fixed or discretionary expenditures.

Lease Operating Expense

LOE were $7.7 million for the nine months ended September 30, 2025, compared to $6.6 million for the nine months ended September 30, 2024. On a per Boe basis, LOE per Boe increased 37% to $8.33 per Boe for the nine months ended September 30, 2025, from $6.09 per Boe for the nine months ended September 30, 2024. The increase in LOE per Boe in 2025 is primarily due to lower production volumes over which fixed costs can be spread and an increase in workover and regulatory P&A activity.

For the year ended December 31, 2024, lease operating expense was $10.2 million. There was no lease operating expense for the period ended December 31, 2023 because EQVR was formed on the Inception Date and operations commenced following its acquisition of oil and gas properties in December 2023.

Production Taxes

Production and other taxes are paid on produced oil and natural gas based on rates established by federal, state, or local taxing authorities. In general, production and other taxes paid correlate to changes in oil, natural gas and NGLs revenues. Production taxes are based on the market value of production at the wellheads. Production taxes totaled $0.7 million ($0.73 per Boe) for the nine months ended September 30, 2025, compared to $0.7 million ($0.63 per Boe) for the nine months ended September 30, 2024. As a percentage of sales, production taxes were 4% for the nine months ended September 30, 2025 and 2024.

For the year ended December 31, 2024, production taxes totaled $0.9 million ($0.64 per Boe). There were no production taxes for period ended December 31, 2023 because EQVR was formed on the Inception Date and operations commenced following its acquisition of oil and gas properties in December 2023.

Depreciation and Depletion

Depreciation and depletion expenses totaled $3.9 million ($4.24 per Boe) for the nine months ended September 30, 2025, compared to $6.2 million ($5.71 per Boe) for the nine months ended September 30, 2024. The decrease was primarily attributable to lower production and the depletion rate revision in conjunction with the year end 2024 reserves from which the September 30, 2025 amounts are derived.

For the year ended December 31, 2024, depreciation and depletion expenses totaled $6.0 million ($4.27 per Boe). There were no depreciation and depletion expenses for the period ended December 31, 2023 because EQVR was formed on the Inception Date and operations commenced following its acquisition of oil and gas properties in December 2023.

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Accretion Expense

Accretion expense totaled $0.6 million ($0.60 per Boe) for the nine months ended September 30, 2025, compared to $1.1 million ($1.05 per Boe) for the nine months ended September 30, 2024. The decrease was attributable to downward revisions primarily related to timing from prior-year estimates.

For the year ended December 31, 2024, accretion expenses totaled $1.4 million ($1.01 per Boe). There were no accretion expenses for the period ended December 31, 2023 because EQVR was formed on the Inception Date and operations commenced following its acquisition of oil and gas properties in December 2023.

General and Administrative Expenses

General and administrative expenses totaled $1.7 million for the nine months ended September 30, 2025, compared to $1.5 million for the nine months ended September 30, 2024. The increase was primarily due to an increase in professional fees incurred related to the Merger transaction that is expected to close in Q1 2026.

For the year ended December 31, 2024, general and administrative expenses increased to $2.0 million from $7 thousand in 2023, which was attributable to minimal activity incurred in the prior year as EQVR was formed on the Inception Date and operations commenced following its acquisition of oil and gas properties in December 2023.

Other Income (Expense)

Realized and Unrealized Derivative Gains (Losses)

Gains and losses on derivative instruments are a function of fluctuations in the underlying commodity index prices as compared to the contracted prices and the periodic cash settlements (if any) of the derivative instruments. We have not elected to designate our derivatives as hedging instruments for accounting purposes. Consequently, changes in the fair value of our derivative instruments are included as a component of net income (loss) as either a net gain or loss.

For the nine months ended September 30, 2025, the total gain on derivative financial instruments was $2.0 million, compared to a gain of $2.6 million for the nine months ended September 30, 2024. This included a $2.3 million gain from marking unsettled contracts to fair value in the nine months ended September 30, 2025, up from a $0.1 million gain in the nine months ended September 30, 2024. Cash losses on settled derivatives were $0.3 million for the nine months ended September 30, 2025, due to higher market prices for NGLs relative to hedged levels offset by lower crude oil and natural gas prices compared to hedged levels. Cash gains on settled derivatives were $2.5 million for the nine months ended September 30, 2024, primarily reflecting lower market prices for natural gas relative to hedged levels offset by higher crude oil and NGLs prices compared to hedged levels.

For the year ended December 31, 2024, the total loss on derivative financial instruments was $0.04 million, compared to a loss of $3.1 million in the period ended December 31, 2023. This included a $2.6 million loss from marking unsettled contracts to fair value, compared to a $3.1 million loss in the prior year period. Cash gains on settled derivatives were $2.5 million in for the year ended December 31, 2024, primarily reflecting lower market prices for natural gas relative to hedged levels offset by higher crude oil and NGLs prices compared to hedged levels. No derivative contracts settled during the period ended December 31, 2023, thus, no cash gain or loss was recognized.

Interest Expense

Interest expense totaled $3.1 million for the nine months ended September 30, 2025, compared to $3.7 million for the nine months ended September 30, 2024. The decrease is primarily due to the lower interest rate, based on the secured overnight financing rate, incurred on EQVR’s Cibolo Loan. At September 30, 2025 and 2024, the interest rate on outstanding notes was 10.52% and 11.54%, respectively.

For the year ended December 31, 2024, interest expense totaled $4.8 million, up from $0.3 million in the period ended December 31, 2023, primarily due to only incurring a partial month of interest as the initial borrowed funds were received in December 2023 under the Cibolo Loan.

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Liquidity and Capital Resources

Overview

EQVR’s primary sources of liquidity are cash on hand, contributions from our members, cash generated from operations and amounts available the Cibolo Loan. These funds are generally used to fund expenses for EQVR’s operations (including working capital needs) and interest and principal payments on the Cibolo Loan. Our primary use of capital has been for the acquisition of oil and gas properties and repayment of principal on our Cibolo Loan.

EQVR’s projected uses of cash are expenses for operations (including working capital needs), and interest and principal payments on the Cibolo Loan. We expect to fund our near-term cash requirements with cash on hand, cash flows from operations and available borrowing capacity under the Cibolo Loan.

Future liquidity will depend on commodity price realizations, production volumes, and hedge settlements. Sustained changes in commodity prices or operating costs may influence our cash flow generation and could require adjustments to our capital allocation priorities, including the pace of reinvestment, distribution levels, or financing strategy.

Cibolo Loan

On December 13, 2023, EQVR entered into the Cibolo Loan which provides for an amount of credit to EQVR in the maximum amount of $50 million. Amounts borrowed thereunder accrue at the secured overnight financing rate plus 6.20%. Interest payments on such amounts are paid quarterly. As of December 31, 2024, the outstanding principal thereunder was $33.65 million, and as of September 30, 2025, the outstanding principal thereunder was $30.69 million. Interest incurred under the Cibolo Loan for the period ended September 30, 2025 was $2.54 million. As of September 30, 2025 and December 31, 2024, the interest rate on the outstanding principal thereunder was 10.52% and 11.56%, respectively. The maturity date of the notes payable under the Cibolo Loan is December 13, 2027.

The Cibolo Loan is secured by substantially all assets of EQVR, and contains certain restrictive covenants, including restrictions on indebtedness, restrictions on investments, restrictions on acquisitions, and restrictions on the use of note proceeds. The financial covenants require EQVR to maintain, as of the last day of any fiscal quarter, a leverage ratio of not greater than 3.50 to 1.00, an interest coverage ratio of greater than 2.50 to 1.00, and a PDP asset coverage ratio of at least 1.0 to 1.0. As of December 31, 2024 and September 30, 2025, EQVR was in compliance with all of its financial covenants. The payment of any amounts due and outstanding under the Cibolo Loan is a condition to closing under the EQVR Merger Agreement.

Cash Flows

EQVR’s cash flows for the nine months ended September 30, 2025 and September 30, 2024, and the year ended December 31, 2024 and the period from the Inception Date to December 31, 2023:

The following table sets forth the cash flows of EQVR for the nine months ended September 30, 2025 and 2024 and for the year ended December 31, 2024 and the period from the Inception Date to December 31, 2023. See “Overview — Formation and Inception Date.”

		Nine months Ended September 30,								Period Ended December 31,
		2025				2024				2024				2023
		(in thousands)								(in thousands)
Net cash provided by (used in) operating activities		$	3,305			$	5,425			$	5,853			$	(519	)
Net cash provided by (used in) investing activities			10				(907	)			(896	)			(50,934	)
Net cash provided by (used in) financing activities			(3,002	)			(2,706	)			(4,417	)			52,413
Net change in cash		$	313			$	1,812			$	539			$	960

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Operating Activities

The primary factors impacting our cash flows from operating activities generally include: (i) levels of production from our oil and natural gas properties, (ii) prices we receive from sales of oil and natural gas production, including settlement proceeds or payments related to our commodity derivatives, (iii) operating costs of our oil and natural gas properties, (iv) costs of our general and administrative activities and (v) interest expense.

Net cash provided by operating activities decreased $2.1 million for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, primarily due to $2.8 million decrease in realized derivative settlements offset by the increase in oil and gas revenues. For the year ended December 31, 2024, net cash provided by operating activities increased $6.4 million compared to net cash used in operating activities for the period ended December 31, 2023, primarily due to minimal operating activity during the period ended December 31, 2023.

Investing Activities

Net cash provided by investing activities was nominal for the nine months ended September 30, 2025, as compared to net cash used in investing activities for the nine months ended September 30, 2024, primarily due to the timing of certain capital expenditures for asset acquisitions which occurred in 2024. For the year ended December 31, 2024, net cash used in investing activities decreased $50.0 million compared to the period ended December 31, 2023, primarily due to the acquisition of oil and gas properties in December 2023.

Financing Activities

Net cash used in financing activities increased by $0.3 million for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, primarily due to increased interest payments on the Cibolo Loan. For the year ended December 31, 2024, net cash used in financing activities decreased $56.8 million compared to net cash provided by financing activities for the period ended December 31, 2023, primarily due to the timing of contributions from our members and borrowings under the Cibolo Loan.

Other Contractual Obligations

EQVR has various contractual obligations arising in the normal course of operations and financing activities, including contractual obligations for gathering, processing and transportation agreements, lease obligations, operational agreements and drilling and completion obligations.

Off-balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

Critical Accounting Estimates

EQVR’s most significant accounting estimates are interconnected and primarily relate to its oil and natural gas properties. Central to these estimates are proved reserve quantities, which are inherently uncertain and require significant judgment regarding future commodity prices, operating and development costs, and recovery factors. These reserve estimates directly affect the application of the successful efforts method of accounting, as they drive the calculation of depletion under the unit-of-production method, and they also influence impairment assessments, since downward revisions or adverse pricing may reduce expected cash flows below carrying values. Accordingly, fluctuations in commodity prices or reserve estimates can have a material impact on depletion, potential impairment charges, and ultimately EQVR’s reported financial results. These estimates are described in more detail in the following sections.

Successful Efforts and Oil and Gas Properties

EQVR uses the successful efforts method of accounting for its oil and gas exploration and production activities. Costs incurred by EQVR related to the acquisition of oil and gas properties and the cost of capital expenditures for development wells and successful exploratory wells are capitalized, while the costs of unsuccessful exploratory wells are expensed when determined to be unsuccessful. Costs incurred to maintain wells and related equipment, lease and well operating costs and other exploration costs are charged to expense as incurred. Gains and losses arising from sales of properties are generally included as income or loss from operations.

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Capitalized acquisition costs attributable to proved oil and gas properties will be depleted using the unit-of-production method based on proved reserves. Capitalized exploration well costs and development costs, including asset retirement obligations, will be depleted by producing unit, based on proved developed reserves. EQVR capitalizes exploratory well costs until a determination is made that the well has either found proved reserves, is impaired, or is sold. The capitalized exploratory well costs are included in proved oil and natural gas properties.

Capitalized costs are evaluated for impairment whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. To determine if a depletable unit is impaired, the carrying value of the depletable unit is compared to the undiscounted future net cash flows by applying EQVR management’s estimates of future oil and gas prices to the estimated future production of oil and gas reserves over the economic life of the property and deducting future costs. Future net cash flows are based upon reservoir engineers’ estimates of proved reserves and estimates for probable and possible reserves. For a property determined to be impaired an impairment loss equal to the difference between the carrying value and the estimated fair value of the impaired property will be recognized. The fair values of proved properties are measured using valuation techniques consistent with the income approach, converting future cash flows to a single discounted amount. Significant inputs used to determine the fair values of proved properties include estimates of: (i) reserves; (ii) future operating and development costs; (iii) future commodity prices; and (iv) a market-based weighted average cost of capital rate. The underlying commodity prices embedded in EQVR’s estimated cash flows are the product of a process that begins with applicable forward curve pricing, adjusted for estimated location and quality differentials, as well as other factors that EQVR management believes will impact realizable prices. There was no impairment of proved properties recognized for the nine months ended September 30, 2025 and September 30, 2024, the year ended December 31, 2024 nor for the period from the Inception Date to December 31, 2023.

Asset Retirement Obligations

EQVR accounts for its asset retirement obligations in accordance with FASB ASC Topic 410, Asset Retirement and Environmental Obligations (ASC Topic 410). Asset retirement obligations consist of estimated costs of dismantlement, removal, site reclamation and similar activities associated with oil and gas properties. A liability is recorded when the fair value of the asset retirement obligation can be reasonably estimated and recognized in the period a legal obligation is incurred. The liability amounts are based on retirement cost estimates and incorporate many assumptions, such as expected economic recoveries of oil and gas, time to abandonment, future inflation rates and the credit adjusted risk-free rate of interest. It is possible these assumptions may be revised in the near term, and these revisions could be material.

The retirement obligation is recorded at its estimated present value as of the obligation’s inception with an offsetting increase to proved lease and well equipment in the balance sheet. This addition to proved lease and well equipment represents a noncash investing activity for presentation in the statement of cash flows and is subject to depreciation. After initially recording the liability, it accretes for the passage of time and the related discount rate, with the increase reflected as accretion expense in the statements of operations.

Derivative Instruments

EQVR’s derivative financial instruments are used to manage commodity price variability. There is risk that the financial benefit of rising commodity prices may not be captured; however, EQVR believes the benefits of stable and predictable cash flows outweighs the potential risks.

EQVR accounts for derivative financial instruments using fair value accounting. EQVR’s swaps do not qualify for hedge accounting treatment and, as a result, EQVR recognizes gains and losses in earnings as other income and expense during the period in which they occur. Unsettled derivative instruments are recorded in the balance sheet as either a current or non-current asset or liability measured at its fair value. EQVR only offsets derivative assets and liabilities with the same counterparty when the right of offset exists. Derivative assets and liabilities with different counterparties are recorded gross on the balance sheets. Cash flows from derivative contract settlements are reflected in operating activities in the accompanying cash flows.

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Income Taxes

EQVR is a limited liability company and therefore is treated as a flow-through entity for federal income tax purposes. As a result, the net taxable income of EQVR and any related tax credits, for federal income tax purposes, are deemed to pass to the member and are included in their tax returns even though such net taxable income or tax credits may not have actually been distributed.

EQVR follows the provisions of FASB ASC Topic 740, (ASC Topic 740), relating to accounting for uncertainties in income taxes. ASC Topic 740 provides the accounting for uncertainties in income taxes by prescribing a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. ASC Topic 740 requires EQVR to recognize in its financial statements the financial effects of a tax position, if that position is more likely than not of being sustained upon examination, including resolution of any appeals or litigation processes, based upon the technical merits of the position.

ASC Topic 740 also provides guidance on measurement, classification, interest and penalties and disclosure. Tax positions taken related to EQVR’s pass-through status and those taken in determining state income tax liability, including deductibility of expenses, have been reviewed by EQVR management. EQVR management believes it has not taken a tax position that, if challenged, would be expected to have a material effect on the financial statements as of or for the periods ended September 30, 2025 or December 31, 2024. EQVR did not incur any penalties or interest related to its state tax returns during the periods ended September 30, 2025 or September 30, 2024.

Quantitative and Qualitative Disclosures about Market Risk

EQVR is exposed to various financial risks, including market risk, credit risk and collateral risk. To manage these risks, EQVR continuously monitors the unpredictability of financial markets and seeks to minimize potential adverse effects on its financial performance.

EQVR’s principal financial liabilities consist of borrowings and payables, which are primarily used to finance its operations. EQVR’s principal financial assets include cash and cash equivalents, as well as receivables derived from its operations.

Additionally, EQVR also enters into derivative financial instruments, which are recorded as assets or liabilities depending on market dynamics. EQVR in conjunction with its affiliates engages with third-party providers to assist with the execution of derivative transactions and provide commodity trading and risk management applications.

Market Risk

Market risk refers to the possibility that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market prices. Market risk is comprised of two main types of risk: interest rate risk and commodity price risk. Financial instruments affected by market risk include borrowings and derivative financial instruments.

To manage market price risks resulting from changes in commodity prices, EQVR uses both derivative and non-derivative financial instruments. These instruments help mitigate the potential negative effects on EQVR’s assets, liabilities, or future expected cash flows.

Interest Rate Risk

EQVR is subject to market risk exposure related to changes in interest rates, primarily through the notes payable that are incurred under the Cibolo Loan. Amounts borrowed thereunder accrue at the secured overnight financing rate plus 6.20%. Each 1% increase in such interest rate would, with regard to the $33.7 million in principal amount outstanding under the Cibolo Loan as of December 31, 2024, result in an increase of $0.4 million to EQVR’s interest expense.

Commodity Price Risk

EQVR’s revenues are primarily derived from the sale of oil, natural gas and NGLs, which exposes EQVR to commodity price risk. Prices for these commodities can be volatile and may fluctuate due to changes in supply and demand, weather conditions, economic conditions, and government actions. Prolonged changes in commodity prices could materially affect EQVR’s revenues, cash flows and the value of EQVR’s reserves.

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To mitigate the risk of fluctuations in commodity prices and to comply with its obligations under the Cibolo Loan, EQVR enters into derivative financial instruments, primarily swaps. These hedges reduce, but do not eliminate, exposure to commodity price volatility and may also limit the benefits EQVR receives from price increases.

By removing price volatility from a portion of EQVR’s expected production into 2028, EQVR has mitigated, but not eliminated, the potential effects of changing prices on EQVR’s operating cash flows. For additional information regarding derivative financial instruments, refer to Note 7 — Derivative Instruments in the accompanying audited financial statements of EQVR.

Credit and Counterparty Risk

EQVR is exposed to credit and counterparty risk from the sale of its oil, natural gas and NGLs production. Accounts receivable — oil and gas represent amounts due from purchasers of these commodities, and their collectability depends on the financial condition of each customer. EQVR manages its credit counterparty risk by regularly reviewing accounts receivable — oil and gas balances for possible non-payment indicators and recording reserves for expected credit losses based on EQVR management’s estimate of collectability at the time of review. For the year ended December 31, 2024, the company sold production to two purchasers who comprised 51% and 25% of total net oil and gas revenues, and the sales to these purchasers accounted for 58% and 22% of total accounts receivable as of December 31, 2024. As of the year ended December 31, 2024, no interest was charged on past due balances.

EQVR believes these receivable balances are collectible. For additional information, refer to Note 2 — Summary of Significant Accounting Policies in the accompanying audited financial statements of EQVR.

Collateral Risk

As of December 31, 2024, EQVR has pledged substantially all of its assets to secure borrowings under the Cibolo Loan. The fair value of the collateral is based on reserve estimates prepared by an independent petroleum engineering firm, which utilizes estimated future cash flows discounted at 10% and commodity futures pricing. For additional information regarding borrowings, refer to Note 9 — Note Payable in the accompanying audited financial statements of EQVR.

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PRESIDIO’S EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

Throughout this section, unless otherwise noted, “we,” “us,” “our,” the “Company,” “our board of directors,” “Presidio” and similar terms refer to Presidio Investment Holdings LLC prior to the Closing, and to Presidio Production Company after the Closing.

Overview

This section provides an overview of our executive compensation programs for the executive officers who are named in the “Summary Compensation Table” below, including a narrative description of the material factors necessary to understand the information disclosed therein.

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that Presidio adopts in advance of or following the Closing could vary significantly from the Company’s historical practices and currently planned programs summarized in this discussion.

We have opted to comply with the executive compensation disclosure rules applicable to “emerging growth companies” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As an “emerging growth company” as defined in the JOBS Act, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies.

Such scaled disclosure obligations, in the context of an S-4 Registration Statement, limit compensation disclosure (among other things) for our principal executive officer(s) and two most highly compensated executive officers (other than the principal executive officer(s)) whose total compensation for 2025 exceeded $100,000, who were serving as executive officers as of December 31, 2025 and who will continue with Presidio after the Closing. We refer to these individuals as “named executive officers.” For the fiscal year ended December 31, 2025, our named executive officers and their positions were as follows:

•        William A. Ulrich, Co-Chief Executive Officer

•        Christopher L. Hammack, Co-Chief Executive Officer

•        John Brawley, Executive Vice President and Chief Financial Officer

•        Brett J. Barnes, Executive Vice President and General Counsel

We expect that Presidio’s executive compensation program will evolve to reflect its status as a newly publicly-traded company, while still supporting Presidio’s overall business and compensation objectives. In connection with the Business Combination, certain aspects of our executive compensation program are expected to be implemented with respect to our named executive officers (among others), including, as further discussed below, the establishment of a stock-based equity compensation program and the implementation of restated employment agreements.

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2024 & 2025 Summary Compensation Table

The following table sets forth information concerning the compensation of Presidio’s named executive officers for the fiscal years ended December 31, 2024 and 2025.

Name and Principal Position		Year		Salary			Non-Equity Incentive Plan Compensation (1)			All Other Compensation (2)			Total
William A. Ulrich		2024		$	350,000		$	262,031		$	76,652		$	688,683
Co-CEO		2025		$	350,000		$	—		$	73,121		$	423,121
Christopher L. Hammack		2024		$	350,000		$	262,031		$	93,053		$	705,084
Co-CEO		2025		$	350,000		$	—		$	93,653		$	443,653
John Brawley(3)		2025		$	173,077		$	—		$	12,419		$	185,496
Executive VP & CFO
Brett J. Barnes(4)		2024		$	250,000		$	200,000		$	75,726		$	525,726
Executive VP & GC		2025		$	278,846		$	—		$	58,888		$	337,734

____________

(1)     Amounts reflect annual discretionary cash performance-based bonuses earned during the years ended December 31, 2024 and 2025. For additional information regarding the discretionary bonuses, please see “— Narrative Disclosure to Summary Compensation Table — Cash Bonus” below.

(2)    For 2024, amounts reflect (i) 401k matching contributions in the amounts of $23,000 for Messrs. Ulrich and Barnes and $20,079 for Mr. Hammack, (ii) payment of medical, vision, dental and short-term disability premiums in the amounts of $17,540, $10,994 and $17,540 for Messrs. Ulrich, Hammack and Barnes, respectively, (iii) amounts attributable for use of company vehicles of $34,912, $51,062 and $33,986 for Messrs. Ulrich, Hammack and Barnes, respectively and (iv) payment of city club dues in the amount of $9,718 for Mr. Hammack. For 2025, amounts reflect (i) 401k matching contributions in the amounts of $23,500, $21,072, $20,436 and $0 for Messrs. Ulrich, Hammack, Barnes and Brawley, respectively, (ii) payment of medical, vision, dental and short-term disability premiums in the amounts of $20,313, $12,674, $20,313 and $11,719 for Messrs. Ulrich, Hammack, Barnes and Brawley, respectively, (iii) amounts attributable for use of company vehicles of $28,109, $45,019, $16,940 and $0 for Messrs. Ulrich, Hammack, Barnes and Brawley, respectively and (iv) payment of city club dues in the amount of $13,688 for Mr. Hammack.

(3)      Mr. Brawley began his employment with Presidio on May 19, 2025, with an annual base salary of $300,000.

(4)      Mr. Barnes received a promotion on May 19, 2025, which increased his annual salary from $250,000 to $300,000.

Narrative Disclosure to Summary Compensation Table

For the year ended December 31, 2025, the compensation program for our named executive officers consisted of base salary and incentive compensation in the form of annual bonuses, and in the case of Mr. Brawley, an equity incentive award in addition to base salary and annual bonus compensation. The Presidio Board has historically determined the compensation for our named executive officers.

Base Salaries

Base salaries are intended to provide a level of compensation sufficient to attract and retain an effective management team, when considered in combination with the other components of the executive compensation program. Base salaries are reviewed periodically by the Presidio Board, typically in connection with our annual performance review process, and adjusted from time to time to reflect the named executive officer’s responsibilities, performance and experience.

Cash Bonuses

Historically, cash bonuses have been provided on a discretionary basis to our named executive officers based on certain key performance indicators as determined by the Presidio Board. Bonus compensation is designed to hold our named executive officers accountable, reward the named executive officers based on actual business results and help create a “pay for performance” culture.

Equity Incentive Awards

While the Company maintains an equity compensation program, under which “Class B Units” (as further described below) were issued to Mr. Brawley in 2025 (the “2025 Grant”) and to Messrs. Ulrich, Hammack and Barnes in 2018 (the “2018 Grants”), our named executive officers have not received any such equity compensation awards other than the 2025 Grant and the 2018 Grants.

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A Class B Unit represents an actual equity interest in the Company that, in the case of the 2018 Grants, is intended to qualify as “profits interests” for U.S. federal income tax purposes and designed to gain value only after those persons who hold Class A Units in the Company have received aggregate distributions equal to the distribution threshold. The distribution threshold for the 2018 Grants was set at $0 pursuant to the “profits interest” rules, and for the sake of consistency, a distribution threshold of $0 was implemented for the 2025 Grant. Given that a $0 distribution threshold was utilized for the 2018 Grants and 2025 Grant, we believe it is more appropriate to value the 2018 Grants reported in the “Stock Awards” column in the “Outstanding Equity Awards at 2025 Fiscal Year-End” table below. For details regarding the vesting conditions of these equity awards, see the “Outstanding Equity Awards at 2025 Fiscal Year-End” table below.

Outstanding Equity Awards at 2025 Fiscal Year-End

The following table presents information regarding the outstanding Class B Units held by each of the named executive officers as of December 31, 2025. None of the named executive officers held any other equity awards as of that date.

Option Awards

Stock Awards

Name

Grant Date (1)

Vesting Commencement Date

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)

Option Exercise Price ($)

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested

Market Value of Shares or Units of Stock That Have Not Vested (2)

William A. Ulrich

03/29/2018

03/29/2018

50

$

1,708,450

Christopher L. Hammack

03/29/2018

03/29/2018

50

$

1,708,450

John Brawley

07/28/2025

05/19/2025

50

$

1,708,450

Brett J. Barnes

03/29/2018

03/29/2018

20

$

683,380

____________

(1)      The 2018 Grants consist of awards of (i) 250 Class B Units to each of Messrs. Ulrich and Hammack and (ii) 100 Class B Units to Mr. Barnes. The 2018 Grants vest at the rate of 20% on each of the first four anniversaries of the vesting commencement date, with the remaining unvested 20% becoming vested in the event of a change in control, subject to the named executive officer’s continued employment through such vesting date or such change in control, as applicable. The 2025 Grant consists of an award of 50 Class B Units to Mr. Brawley. The 2025 Grant vests at the rate of 20% on each of the first four anniversaries of the vesting commencement date, with the remaining unvested 20% becoming vested in the event of a change in control, subject to the named executive officer’s continued employment through such vesting date or such change in control, as applicable. Full vesting occurs in the event of a change of control.

(2)     As of December 31, 2024, the Company’s equity was not publicly traded and, therefore, there was no ascertainable public market value for the equity on such date. The market value reported in this table is based upon a valuation analysis of Presidio’s equity as of December 31, 2025.

Employment Agreements

We have entered into written employment agreements setting forth the terms and conditions of employment for each of our named executive officers, as described below.

William A. Ulrich

Mr. Ulrich is party to an employment agreement with Presidio Employee Co. LLC, a wholly owned subsidiary of the Company (the “Presidio Employer Company”), pursuant to which he is employed as our Co-Chief Executive Officer. Under the terms of the agreement, Mr. Ulrich’s base salary was initially set at $300,000, which base salary may be increased (but not decreased) as approved by the Presidio Employer Company from time to time, which

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base salary as of December 31, 2025 is $350,000. Under the terms of the agreement, Mr. Ulrich was initially eligible to earn an annual bonus with a target annual bonus opportunity of 75% of his base salary, which target bonus opportunity as of December 31, 2025 remains at 75% of his base salary. In addition, pursuant to the terms of the agreement, Mr. Ulrich became eligible to receive his 2018 Grant (which was granted to him pursuant to a separate award agreement) and is eligible to participate in any employee benefit plans and programs available to other similarly situated employees of the Presidio Employer Company.

Mr. Ulrich is eligible to receive severance benefits under his employment agreement in the event of his termination of employment under certain circumstances. In the event of Mr. Ulrich’s termination of employment due to his voluntary resignation for Good Reason or due to his involuntary termination without Cause (as such terms are defined in the employment agreement) (as applicable, a “Qualifying Termination”), Mr. Ulrich is entitled to severance benefits consisting of (i) 150% of his annual base salary payable in equal installments over a period of 18 months, (ii) payment of any earned and unpaid annual bonus with respect to the year preceding the year in which the termination occurred, (iii) any vesting of Mr. Ulrich’s Class B Units that would have vested during the 12-month period after a Qualifying Termination will be accelerated and (iv) reimbursement for amounts paid to continue the health insurance coverages for Mr. Ulrich and his dependents under COBRA over a period of 18 months. In the event of the termination of Mr. Ulrich’s employment due to death or due to his involuntary termination as a result of his disability, Mr. Ulrich is entitled to severance benefits consisting of (x) payment of any earned and unpaid annual bonus with respect to the year preceding the year in which the termination occurred, and (y) payment of any pro-rated annual bonus to the extent earned with respect to the year in which the termination occurred (which pro-rated amount is based on the portion of the year that Mr. Ulrich remained employed during the year in which the termination occurred).

Christopher L. Hammack

Mr. Hammack is party to an employment agreement with the Presidio Employer Company, pursuant to which he is employed as our Co-Chief Executive Officer. Under the terms of the agreement, Mr. Hammack’s base salary was initially set at $300,000, which base salary may be increased (but not decreased) as approved by the Presidio Employer Company from time to time, which base salary as of December 31, 2025 is $350,000. Under the terms of the agreement, Mr. Hammack was initially eligible to earn an annual bonus with a target annual bonus opportunity of 75% of his base salary, which target bonus opportunity as of December 31, 2025 remains at 75% of his base salary. In addition, pursuant to the terms of the agreement, Mr. Hammack became eligible to receive his 2018 Grant (which was granted to him pursuant to a separate award agreement) and is eligible to participate in any employee benefit plans and programs available to other similarly situated employees of the Presidio Employer Company.

Mr. Hammack is eligible to receive severance benefits under his employment agreement in the event of his termination of employment under certain circumstances. In the event of Mr. Hammack’s Qualifying Termination, Mr. Hammack is entitled to the following severance benefits: (i) 150% of his annual base salary payable in equal installments over a period of 18 months, (ii) payment of any earned and unpaid annual bonus with respect to the year preceding the year in which the termination occurred, (iii) any vesting of Mr. Hammack’s Class B Units that would have vested during the 12-month period after a Qualifying Termination will be accelerated and (iv) reimbursement for amounts paid to continue the health insurance coverages for Mr. Hammack and his dependents under COBRA over a period of 18 months. In the event of the termination of Mr. Hammack’s employment due to death or due to his involuntary termination as a result of his disability, Mr. Hammack is entitled to severance benefits consisting of (x) payment of any earned and unpaid annual bonus with respect to the year preceding the year in which the termination occurred, and (y) payment of any pro-rated annual bonus to the extent earned with respect to the year in which the termination occurred (which pro-rated amount is based on the portion of the year that Mr. Hammack remained employed during the year in which the termination occurred).

John Brawley

Mr. Brawley is party to an employment agreement with the Presidio Employer Company, pursuant to which he is employed as our Executive Vice President and Chief Financial Officer. Under the terms of the agreement, Mr. Brawley’s base salary was initially set at $300,000, which base salary may be increased (but not decreased) as approved by the Presidio Employer Company from time to time, which base salary as of December 31, 2025 is $300,000. Under the terms of the agreement, Mr. Brawley was initially eligible to earn an annual bonus with a target annual bonus opportunity of 75% of his base salary, which target bonus opportunity as of December 31,

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2025 remains at 75% of his base salary. In addition, pursuant to the terms of the agreement, Mr. Brawley is eligible to invest alongside management and sponsors and became eligible to receive a grant of Class B Units (which was granted to him pursuant to a separate award agreement) and is eligible to participate in any employee benefit plans and programs available to other similarly situated employees of the Presidio Employer Company.

Mr. Brawley is eligible to receive severance benefits under his employment agreement in the event of his termination of employment under certain circumstances. In the event of Mr. Brawley’s Qualifying Termination and subject to the terms and conditions of the agreement (including that severance benefits in connection with a Qualifying Termination are payable from and after January 1, 2026), Mr. Brawley is entitled to the following severance benefits: (i) 100% of his annual base salary payable in equal installments over a period of 12 months, (ii) payment of any earned and unpaid annual bonus with respect to the year preceding the year in which the termination occurred, (iii) payment of any pro-rata annual bonus to the extent earned with respect to the year in which the termination occurred (which pro-rated amount is based on the portion of the year that Mr. Brawley remained employed during the year in which the termination occurred), (iv) any vesting of Mr. Brawley’s Class B Units that would have vested during the 12-month period after a Qualifying Termination will be accelerated and (v) reimbursement for amounts paid to continue the health insurance coverages for Mr. Brawley and his dependents under COBRA over a period of 12 months. In the event of termination of Mr. Brawley’s employment due to death or due to his involuntary termination as a result of his disability, Mr. Brawley is entitled to severance benefits consisting of (x) payment of any earned and unpaid annual bonus with respect to the year preceding the year in which the termination occurred, and (y) payment of any pro-rated annual bonus to the extent earned with respect to the year in which the termination occurred (which pro-rated amount is based on the portion of the year that Mr. Brawley remained employed during the year in which the termination occurred).

Brett J. Barnes

Mr. Barnes is party to an employment agreement with the Presidio Employer Company, pursuant to which he is employed as our Executive Vice President and General Counsel. Under the terms of the agreement, Mr. Barnes’ base salary was initially set at $250,000, which base salary may be increased (but not decreased) as approved by the Presidio Employer Company from time to time, which base salary as of December 31, 2025 is $300,000. Under the terms of the agreement, Mr. Barnes was initially eligible to earn an annual bonus with a target annual bonus opportunity of 50% of his base salary, which target bonus opportunity as of December 31, 2025 is set at 75% of his base salary. In addition, pursuant to the terms of the agreement, Mr. Barnes became eligible to receive his 2018 Grant (which was granted to him pursuant to a separate award agreement) and is eligible to participate in any employee benefit plans and programs available to other similarly situated employees of the Presidio Employer Company.

Mr. Barnes is eligible to receive severance benefits under his employment agreement in the event of his termination of employment under certain circumstances. In the event of Mr. Barnes’ Qualifying Termination, Mr. Barnes is entitled to the following severance benefits: (i) 100% of his annual base salary payable in equal installments over a period of 12 months, (ii) payment of any earned and unpaid annual bonus with respect to the year preceding the year in which the termination occurred, (iii) any vesting of Mr. Barnes’ Class B Units that would have vested during the 12-month period after a Qualifying Termination will be accelerated and (iv) reimbursement for amounts paid to continue the health insurance coverages for Mr. Barnes and his dependents under COBRA over a period of 12 months. In the event of the termination of Mr. Barnes’ employment due to death or due to his involuntary termination as a result of his disability, Mr. Barnes is entitled to severance benefits consisting of (x) payment of any earned and unpaid annual bonus with respect to the year preceding the year in which the termination occurred, and (y) payment of any pro-rated annual bonus to the extent earned with respect to the year in which the termination occurred (which pro-rated amount is based on the portion of the year that Mr. Barnes remained employed during the year in which the termination occurred).

Each employment agreement conditions the payment of the severance benefits associated with a Qualifying Termination on the named executive officer’s delivery and non-revocation of a release of claims in favor of the Company and various affiliated parties therewith. In addition, each employment agreement contains restrictive covenants that apply to the executive during the executive’s employment and for certain periods following such executive’s termination of employment. The executives are bound by a perpetual confidentiality restriction, as well as post-employment non-competition, employee non-solicitation and customer non-solicitation restrictions. For Messrs. Ulrich and Hammack, the post-employment non-competition and non-solicitation restricted period

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is the 18-month period following each executive’s respective termination of employment. For Messrs. Brawley and Barnes, the restricted period is the 12-month period following each executive’s respective termination of employment.

Benefits and Perquisites

The Company’s executives, including the named executive officers, are eligible to participate in the benefit plans that are available to substantially all of our employees, including a defined contribution savings plan (our “401(k) Plan”), medical, dental and life insurance plans and short-term and long-term disability plans. With respect to our 401(k) Plan, eligible employees have the opportunity to save for retirement on a tax advantaged basis up to certain limits under the Code. We make employer contributions under the 401(k) Plan, known as safe-harbor matching contributions, equal to 100% of the first 6% of a participant’s eligible compensation, as defined, that a participant contributes to the 401(k) Plan.

Director Compensation

None of the directors that served on the Presidio Board received compensation during the fiscal year ended December 31, 2025 for services rendered to the Company.

Post-Business Combination Executive Compensation

Following the Closing, we intend to develop (i) an executive compensation program, including an equity incentive plan and employment agreements (as further described below) and (ii) related compensation policies and practices, including an insider trading policy, an anti-hedging and pledging policy, and a compensation clawback policy, that are designed to align compensation with our business objectives and the creation of stockholder value, while enabling Presidio to attract, retain, incentivize and reward individuals who contribute to our long-term success. Decisions on the executive compensation program will be made by the Presidio Compensation Committee.

Presidio 2026 Equity Incentive Plan

For a description of the Incentive Plan, see “Proposal No. 7 — The Incentive Plan Proposal.”

Employment Agreements

William A. Ulrich

Mr. Ulrich is party to an employment agreement with the Presidio Employer Company and Presidio that will become effective at the time of the closing of the Business Combination, pursuant to which he will continue to be employed as Co-Chief Executive Officer and will serve as Chairman of the Board of Directors of the Presidio Employer Company (the “Employer Board”). Under the terms of the agreement, Mr. Ulrich’s base salary will initially be set at $550,000, which base salary will be subject to annual review by the Board of Directors of the Employer Board or a committee thereof and may be increased (but not decreased) in connection with such review. Under the terms of the agreement, Mr. Ulrich will be eligible to earn an annual bonus with a target annual bonus opportunity of 100% of his base salary, subject to upward adjustment, as determined by the Employer Board. The ability to earn this annual bonus will be based on pre-established performance goals that will be determined in the Employer Board’s discretion and in consultation with Mr. Ulrich at the beginning of each year. However, Mr. Ulrich’s annual bonus payment for the 2026 calendar year will not be less than 100% of his base salary.

In addition, pursuant to the terms of the agreement, Mr. Ulrich will be provided with a grant of 515,625 restricted stock units (“RSUs”) under the Incentive Plan in connection with the Closing. This grant of 515,625 RSUs will become vested in three equal installments on each of the first three anniversary dates of the grant date, pending Mr. Ulrich’s continued service until such anniversary date. Thereafter, beginning in calendar year 2027, Mr. Ulrich will be eligible to receive an annual equity award grant pursuant to the Incentive Plan with (i) a target grant date fair market value of 375% of his base salary and (ii) such other terms and conditions that are substantially similar to the terms and conditions of the annual equity awards that are issued to similarly situated executives.

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Mr. Ulrich is eligible to receive severance benefits under his employment agreement in the event of his termination of employment under certain circumstances. In the event of Mr. Ulrich’s Qualifying Termination outside of the 24-month period immediately following a Change in Control (as defined in the Incentive Plan) (such 24-month period, the “Protection Period”), Mr. Ulrich is entitled to the following severance benefits: (i) a lump-sum cash payment in the amount equal to two times the sum of (x) his annual base salary as in effect immediately prior to his termination and (y) his average annual bonus for the three-year period immediately preceding his termination, (ii) payment of any earned and unpaid annual bonus with respect to the year preceding the year in which the termination occurred, payable at the same time annual bonuses are paid to executives of the Company in respect of such year (the “Ulrich Prior Year Bonus”), (iii) payment of his pro-rated target annual bonus with respect to the year in which the termination occurred (which pro-rated amount is based on the portion of the year that Mr. Ulrich remained employed during the year in which the termination occurred (the “Ulrich Pro Rata Bonus”)), (iv) reimbursement for amounts paid to continue the health insurance coverages for Mr. Ulrich and his dependents under COBRA over a period of 18 months, payable monthly in accordance with the Company’s standard payroll practices (the “Ulrich COBRA Benefit”), (v) all of his outstanding time-vesting equity incentive awards (if any) will vest as of the termination date and (vi) all of his outstanding performance-vesting equity incentive awards (if any) will remain outstanding following his termination and will be eligible to vest based on actual performance for the applicable performance period as if he had remained employed.

In the event of Mr. Ulrich’s Qualifying Termination during the Protection Period, Mr. Ulrich is entitled to the following severance benefits: (i) a lump-sum cash payment in the amount equal to three times the sum of (x) his annual base salary as in effect immediately prior to his termination and (y) his average annual bonus for the three-year period immediately preceding his termination, (ii) the Ulrich Prior Year Bonus, (iii) the Ulrich Pro Rata Bonus, (iv) the Ulrich COBRA Benefit, (v) all of his outstanding time-vesting equity incentive awards (if any) will vest as of the termination date and (vi) the performance conditions applicable to all of his outstanding performance-vesting equity incentive awards (if any) will be deemed achieved at the greater of target and actual level of achievement as of the date of termination.

In the event of the termination of Mr. Ulrich’s employment due to death or due to his involuntary termination as a result of his disability, Mr. Ulrich is entitled to the following severance benefits: (i) the Ulrich Prior Year Bonus, (ii) all of his outstanding time-vesting equity incentive awards (if any) will vest as of the termination date and (iii) all of his outstanding performance-vesting equity incentive awards (if any) will remain outstanding following his termination and will be eligible to vest based on actual performance for the applicable performance period as if he had remained employed.

Christopher L. Hammack

Mr. Hammack is party to an employment agreement with the Presidio Employer Company and Presidio that will become effective at the time of the closing of the Business Combination, pursuant to which he will continue to be employed as Co-Chief Executive Officer and will serve as a director on the Employer Board. Under the terms of the agreement, Mr. Hammack’s base salary will initially be set at $550,000, which base salary will be subject to annual review by the Employer Board or a committee thereof and may be increased (but not decreased) in connection with such review. Under the terms of the agreement, Mr. Hammack will be eligible to earn an annual bonus with a target annual bonus opportunity of 100% of his base salary, subject to upward adjustment, as determined by the Employer Board. The ability to earn this annual bonus will be based on pre-established performance goals that will be determined in the Employer Board’s discretion and in consultation with Mr. Hammack at the beginning of each year. However, Mr. Hammack’s annual bonus payment for the 2026 calendar year will not be less than 100% of his base salary.

In addition, pursuant to the terms of the agreement, Mr. Hammack will be provided with a grant of 515,625 RSUs under the Incentive Plan in connection with the Closing. This grant of 515,625 RSUs will become vested in three equal installments on each of the first three anniversary dates of the grant date, pending Mr. Hammack’s continued service until such anniversary date. Thereafter, beginning in calendar year 2027, Mr. Hammack will be eligible to receive an annual equity award grant pursuant to the Incentive Plan with (i) a target grant date fair market value of 375% of his base salary and (ii) such other terms and conditions that are substantially similar to the terms and conditions of the annual equity awards that are issued to similarly situated executives.

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Mr. Hammack is eligible to receive severance benefits under his employment agreement in the event of his termination of employment under certain circumstances. In the event of Mr. Hammack’s Qualifying Termination outside of the Protection Period, Mr. Hammack is entitled to the following severance benefits: (i) a lump-sum cash payment in the amount equal to two times the sum of (x) his annual base salary as in effect immediately prior to his termination and (y) his average annual bonus for the three-year period immediately preceding his termination, (ii) payment of any earned and unpaid annual bonus with respect to the year preceding the year in which the termination occurred, payable at the same time annual bonuses are paid to executives of the Company in respect of such year (the “Hammack Prior Year Bonus”), (iii) payment of his pro-rated target annual bonus with respect to the year in which the termination occurred (which pro-rated amount is based on the portion of the year that Mr. Hammack remained employed during the year in which the termination occurred) (the “Hammack Pro Rata Bonus”), (iv) reimbursement for amounts paid to continue the health insurance coverages for Mr. Hammack and his dependents under COBRA over a period of 18 months, payable monthly in accordance with the Company’s standard payroll practices (the “Hammack COBRA Benefit”), (v) all of his outstanding time-vesting equity incentive awards (if any) will vest as of the termination date and (vi) all of his outstanding performance-vesting equity incentive awards (if any) will remain outstanding following his termination and will be eligible to vest based on actual performance for the applicable performance period as if he had remained employed.

In the event of Mr. Hammack’s Qualifying Termination during the Protection Period, Mr. Hammack is entitled to the following severance benefits: (i) a lump-sum cash payment in the amount equal to three times the sum of (x) his annual base salary as in effect immediately prior to his termination and (y) his average annual bonus for the three-year period immediately preceding his termination, (ii) the Hammack Prior Year Bonus, (iii) the Hammack Pro Rata Bonus, (iv) the Hammack COBRA Benefit, (v) all of his outstanding time-vesting equity incentive awards (if any) will vest as of the termination date and (vi) the performance conditions applicable to all of his outstanding performance-vesting equity incentive awards (if any) will be deemed achieved at the greater of target and actual level of achievement as of the date of termination.

In the event of the termination of Mr. Hammack’s employment due to death or due to his involuntary termination as a result of his disability, Mr. Hammack is entitled to the following severance benefits: (i) the Hammack Prior Year Bonus, (ii) all of his outstanding time-vesting equity incentive awards (if any) will vest as of the termination date and (iii) all of his outstanding performance-vesting equity incentive awards (if any) will remain outstanding following his termination and will be eligible to vest based on actual performance for the applicable performance period as if he had remained employed.

John Brawley

Mr. Brawley is party to an employment agreement with Presidio Employer Company and Presidio that will become effective at the time of the closing of the Business Combination, pursuant to which he will continue to be employed as Executive Vice President and Chief Financial Officer. Under the terms of the agreement, Mr. Brawley’s base salary will be $440,000, which base salary will be subject to annual review by the Employer Board or a committee thereof and may be increased (but not decreased) in connection with such review. Under the terms of the agreement, Mr. Brawley will be eligible to earn an annual bonus with a target annual bonus opportunity of 80% of his base salary, subject to upward adjustment, as determined by the Employer Board. The ability to earn this annual bonus will be based on pre-established performance goals that will be determined in the Employer Board’s discretion and in consultation with the Chief Executive Officer(s) of the Presidio Employer Company at the beginning of each year. However, Mr. Brawley’s annual bonus payment for the 2026 calendar year will not be less than 80% of his base salary.

In addition, pursuant to the terms of the agreement, Mr. Brawley will be provided with a grant of 264,000 RSUs under the Incentive Plan in connection with the Closing. This grant of 264,000 RSUs will become vested in three equal installments on each of the first three anniversary dates of the grant date, pending Mr. Brawley’s continued service until such anniversary date. Thereafter, beginning in calendar year 2027, Mr. Brawley will be eligible to receive an annual equity award grant pursuant to the Incentive Plan with (i) a target grant date fair market value of 300% of his base salary and (ii) such other terms and conditions that are substantially similar to the terms and conditions of the annual equity awards that are issued to similarly situated executives.

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Mr. Brawley is eligible to receive severance benefits under his employment agreement in the event of his termination of employment under certain circumstances. In the event of Mr. Brawley’s Qualifying Termination outside of the Protection Period, Mr. Brawley is entitled to the following severance benefits: (i) a lump-sum cash payment in the amount equal to one times the sum of (x) his annual base salary as in effect immediately prior to his termination and (y) his average annual bonus for the three-year period immediately preceding the termination, (ii) payment of any earned and unpaid annual bonus with respect to the year preceding the year in which the termination occurred, payable at the same time annual bonuses are paid to executives of the Company in respect of such year (the “Brawley Prior Year Bonus”), (iii) payment of his pro-rated target annual bonus with respect to the year in which the termination occurred (which pro-rated amount is based on the portion of the year that Mr. Brawley remained employed during the year in which the termination occurred) (the “Brawley Pro Rata Bonus”), (iv) reimbursement for amounts paid to continue the health insurance coverages for Mr. Brawley and his dependents under COBRA over a period of 18 months, payable monthly in accordance with the Company’s standard payroll practices (the “Brawley COBRA Benefit”), (v) all of his outstanding time-vesting equity incentive awards that were scheduled to vest during the 12-month period following the termination date (if any) will vest as of the termination date and (vi) all of his outstanding performance-vesting equity incentive awards (if any) will remain outstanding following his termination and will be eligible to vest based on actual performance for the applicable performance period as if he had remained employed.

In the event of Mr. Brawley’s Qualifying Termination during the Protection Period, Mr. Brawley is entitled to the following severance benefits: (i) a lump-sum cash payment in the amount equal to two times the sum of (x) his annual base salary as in effect immediately prior to his termination and (y) his average annual bonus for the three-year period immediately preceding his termination, (ii) the Brawley Prior Year Bonus, (iii) the Brawley Pro Rata Bonus, (iv) the Brawley COBRA Benefit, (v) all of his outstanding time-vesting equity incentive awards (if any) will vest as of the termination date and (vi) the performance conditions applicable to all of his outstanding performance-vesting equity incentive awards (if any) will be deemed achieved at the greater of target and actual level of achievement as of the date of termination.

In the event of the termination of Mr. Brawley’s employment due to death or due to his involuntary termination as a result of his disability, Mr. Brawley is entitled to the following severance benefits: (i) the Brawley Prior Year Bonus, (ii) all of his outstanding time-vesting equity incentive awards (if any) will vest as of the termination date and (iii) all of his outstanding performance-vesting equity incentive awards (if any) will remain outstanding following his termination and will be eligible to vest based on actual performance for the applicable performance period as if he had remained employed.

Brett J. Barnes

Mr. Barnes is party to an employment agreement with the Presidio Employer Company and Presidio that will become effective at the time of the closing of the Business Combination, pursuant to which he will continue to be employed as Executive Vice President and General Counsel. Under the terms of the agreement, Mr. Barnes’s base salary will initially be set at $400,000, which base salary will be subject to annual review by the Employer Board or a committee thereof and may be increased (but not decreased) in connection with such review. Under the terms of the agreement, Mr. Barnes will be eligible to earn an annual bonus with a target annual bonus opportunity of 80% of his base salary, subject to upward adjustment, as determined by the Employer Board. The ability to earn this annual bonus will be based on pre-established performance goals that will be determined in the Employer Board’s discretion and in consultation with the Chief Executive Officer(s) of the Presidio Employer Company at the beginning of each year. However, Mr. Barnes’ annual bonus payment for the 2026 calendar year will not be less than 80% of his base salary.

In addition, pursuant to the terms of the agreement, Mr. Barnes will be provided with a grant of 240,000 RSUs under the Incentive Plan in connection with the Closing. This grant of 240,000 RSUs will become vested in three equal installments on each of the first three anniversary dates of the grant date, pending Mr. Barnes’ continued service until such anniversary date. Thereafter, beginning in calendar year 2027, Mr. Barnes will be eligible to receive an annual equity award grant pursuant to the Incentive Plan with (i) a target grant date fair market value of 300% of his base salary and (ii) such other terms and conditions that are substantially similar to the terms and conditions of the annual equity awards that are issued to similarly situated executives.

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Mr. Barnes is eligible to receive severance benefits under his employment agreement in the event of his termination of employment under certain circumstances. In the event of Mr. Barnes’ Qualifying Termination outside of the Protection Period, Mr. Barnes is entitled to the following severance benefits: (i) a lump-sum cash payment in the amount equal to one times the sum of (x) his annual base salary as in effect immediately prior to his termination and (y) his average annual bonus for the three-year period immediately preceding his termination, (ii) payment of any earned and unpaid annual bonus with respect to the year preceding the year in which the termination occurred, payable at the same time annual bonuses are paid to executives of the Company in respect of such year (the “Barnes Prior Year Bonus”), (iii) payment of his pro-rated target annual bonus with respect to the year in which the termination occurred (which pro-rated amount is based on the portion of the year that Mr. Barnes remained employed during the year in which the termination occurred) (the “Barnes Pro Rata Bonus”), (iv) reimbursement for amounts paid to continue the health insurance coverages for Mr. Barnes and his dependents under COBRA over a period of 18 months, payable monthly in accordance with the Company’s standard payroll practices (the “Barnes COBRA Benefit”), (v) all of his outstanding time-vesting equity incentive awards that were scheduled to vest during the 12-month period following the termination date (if any) will vest as of the termination date and (vi) all of his outstanding performance-vesting equity incentive awards (if any) will remain outstanding following his termination and will be eligible to vest based on actual performance for the applicable performance period as if he had remained employed.

In the event of Mr. Barnes’ Qualifying Termination during the Protection Period, Mr. Barnes is entitled to the following severance benefits: (i) a lump-sum cash payment in the amount equal to two times the sum of (x) his annual base salary as in effect immediately prior to his termination and (y) his average annual bonus for the three-year period immediately preceding his termination, (ii) the Barnes Prior Year Bonus, (iii) the Barnes Pro Rata Bonus, (iv) the Barnes COBRA Benefit, (v) all of his outstanding time-vesting equity incentive awards (if any) will vest as of the termination date and (vi) the performance conditions applicable to all of his outstanding performance-vesting equity incentive awards (if any) will be deemed achieved at the greater of target and actual level of achievement as of the date of termination.

In the event of the termination of Mr. Barnes’ employment due to death or due to his involuntary termination as a result of his disability, Mr. Barnes is entitled to the following severance benefits: (i) the Barnes Prior Year Bonus, (ii) all of his outstanding time-vesting equity incentive awards (if any) will vest as of the termination date and (iii) all of his outstanding performance-vesting equity incentive awards (if any) will remain outstanding following his termination and will be eligible to vest based on actual performance for the applicable performance period as if he had remained employed.

Each employment agreement conditions the payment of the severance benefits associated with a Qualifying Termination on the named executive officer’s delivery and non-revocation of a release of claims in favor of the Company and various affiliated parties therewith. In addition, each employment agreement contains restrictive covenants that apply to the executive during the executive’s employment and for certain periods following such executive’s termination of employment. The executives are bound by perpetual confidentiality and non-disparagement restrictions, as well as post-employment non-competition, employee non-solicitation and customer non-solicitation restrictions. For Messrs. Ulrich and Hammack, the post-employment non-competition and non-solicitation restricted period is the 24-month period following each executive’s respective termination of employment. For Messrs. Brawley and Barnes, the restricted period is the 12-month period following each executive’s respective termination of employment.

Post-Business Combination Director Compensation

Following the Closing, Presidio intends to develop a director compensation program that is designed to align compensation with Presidio’s business objectives and the creation of stockholder value, while enabling Presidio to attract, retain, incentivize, and reward directors who contribute to the long-term success of Presidio.

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MANAGEMENT OF presidio FOLLOWING THE BUSINESS COMBINATION

The following table provides information regarding the expected executive officers and members of the Presidio Board upon the Closing:

Name		Age		Position(s)
William Ulrich		42		Chairman, Co-Chief Executive Officer and Director
Chris Hammack		50		Co-Chief Executive Officer and Director
John Brawley		43		Executive Vice President and Chief Financial Officer
Brett Barnes		44		Executive Vice President and General Counsel
Daniel C. Herz		48		Director
Jerry Schretter		61		Director
Jeffrey Serota		59		Director
Jerry Silvey		33		Director
Tyson Taylor		44		Director
James E. Vallee		55		Director
Ray N. Walker, Jr.		68		Director

Executive Officers

William A. Ulrich will serve as Chairman of the Presidio Board and Co-Chief Executive Officer upon the Closing. Mr. Ulrich has served as Co-Chief Executive Officer of PIH since co-founding the company in January 2017. Mr. Ulrich has 20 years of experience within the energy and finance sectors and is focused on deploying technology to drive behavior change in the energy industry. From 2009 to 2016, Mr. Ulrich served in senior corporate development roles at Atlas Energy (NYSE: ATLS), Atlas Pipeline Partners L.P. (NYSE: APL) and Atlas Resource Partners L.P. (NYSE: ARP). From 2005 to 2009, Mr. Ulrich was an investment banker at UBS Investment Bank. Mr. Ulrich also currently serves as a trustee for the Monuments Men and Women Foundation, a 501(c)(3) not-for-profit organization created to honor and raise awareness about the service of Monuments of Men and Women of WWII. Mr. Ulrich graduated from Harvard College with an AB in Economics.

Christopher L. Hammack will serve as Co-Chief Executive Officer and a member of the Presidio Board upon the Closing. Mr. Hammack has served as Co-Chief Executive Officer of PIH since co-founding the company in January 2017. Mr. Hammack has over 27 years of experience in the energy industry and is passionate about driving innovation in field operations. In his role at PIH, Mr. Hammack focuses on field operations, personnel training and driving operational efficiency. Prior to co-founding PIH, from 2014 to 2017, Mr. Hammack was the Chief Executive Officer of Trinity River Energy LLC, a private exploration and production company formed in 2014 through a merger of assets held by Legend Production Holdings and KKR Natural Resources Funds. Earlier in his career, Mr. Hammack held senior roles at Atlas Resources Partners (NYSE: ARP), Range Resources Corporation (NYSE: RRC) and Stroud Energy Ltd. Mr. Hammack holds a Bachelor of Science in Petroleum Engineering from Texas A&M University.

John Brawley will serve as Executive Vice President and Chief Financial Officer upon the Closing. Mr. Brawley has served as Executive Vice President and Chief Financial Officer of PIH since May 2025. Since joining PIH, Mr. Brawley has been responsible for PIH’s capital markets and reporting functions. He has more than 19 years of experience in the energy and finance industries. From September 2018 to March 2025, Mr. Brawley served as Executive Vice President and Chief Financial Officer of Maverick Natural Resources, LLC, a private oil and natural gas company with a focus on assets in Texas and Oklahoma. From November 2014 to June 2018, he served in various roles at SandRidge Energy, Inc. (NYSE: SD) relating to capital markets, M&A and finance, including as Senior Vice President of Capital Markets and M&A and Treasurer. Earlier in his career, Mr. Brawley’s experience includes various roles with public and private companies, as well as private capital funds. Mr. Brawley received a Bachelor’s degree in Economics and Biological Sciences from Rice University and a Master of Business Administration from the Jesse H. Jones Graduate School of Management at Rice University.

Brett Barnes will serve as Executive Vice President and General Counsel upon the Closing. Mr. Barnes has served in his current role as Executive Vice President and General Counsel of PIH since May 2025 after serving as General Counsel and Vice President of Land from April 2018 to May 2025 and as Vice President of Land, Legal and Regulatory from February 2017 to March 2018. Over the past eight years, Mr. Barnes has been responsible for PIH’s legal and land functions as well as its risk management and mitigation strategies. Mr. Barnes has more than 19 years of experience in the energy industry ranging from large public companies to private companies. Prior to joining

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PIH, he served as Vice President of Land and HSE/Regulatory at Trinity River Energy LLC from 2015 to 2017, and previously held various legal and land leadership roles at Forestar Group Inc. (NYSE: FOR) and EOG Resources, Inc. (NYSE: EOG). Mr. Barnes earned his Juris Doctor from The University of Texas School of Law and his Bachelor of Business Administration in Finance from Texas A&M University. He is a member of the State Bar of Texas and serves on the boards of the Texas Alliance of Energy Producers and ADAM Energy Fort Worth.

Directors

Daniel C. Herz will serve as an independent member of the Presidio Board and as the chair of the Compensation Committee and a member of the Audit Committee upon the Closing. Since 2021, Mr. Herz has been the Founder, President and Chief Executive Officer of WhiteHawk Energy, LLC, a mineral and royalty interests company focused on oil and natural gas assets. In his capacity as Founder and CEO, Mr. Herz is responsible for the strategic direction, growth initiatives and overall operational leadership of the company. Prior to WhiteHawk, Mr. Herz served as Founder, President and Chief Executive Officer of Falcon Minerals Corporation (NASDAQ: FLMN), a publicly traded minerals and royalties company, from August 2018 until June 2021, and served on its Board of Directors from May 2020 until June 2021. From April 2015 until October 2018, Mr. Herz served as President of Atlas Energy Group, LLC (formerly NYSE: ATLS). In addition, beginning in April 2015, Mr. Herz served as a director and Chief Executive Officer of Atlas Resource Partners, L.P., which filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code in August 2016. Mr. Herz led the company through a consensual reorganization and continued to serve as director and Chief Executive Officer following the company’s emergence from bankruptcy and its subsequent renaming as Titan Energy, Inc., until August 2018. He also served in executive roles in corporate development and strategy for Atlas Energy and its affiliates, including senior vice president positions with Atlas Energy, L.P. and Atlas Pipeline Partners, GP, LLC, overseeing the company’s sales to Chevron Corporation and Targa Resources Corporation, respectively. Mr. Herz began his professional career in investment banking in 1999, where he focused on energy sector corporate finance and mergers and acquisitions. We believe Mr. Herz is well qualified to serve as a director due to his extensive executive leadership experience, deep operational and financial expertise in energy and natural resources industries, and his board experience with a publicly traded company.

Jerry Schretter will serve as an independent member of the Presidio Board and as the chair of the Audit Committee upon the Closing. Since 2024, Mr. Schretter has been a Senior Advisor at Cripps Leadership Advisors, an Energy Executive Search firm based in London and Houston. In this capacity, Mr. Schretter leverages his client network of over thirty-five years to identify executive placement opportunities globally at the board and senior executive level. From 2019 to 2024, Mr. Schretter served as a Vice Chairman and Co-Head of Americas Energy in Investment Banking at Bank of America. In this capacity, Mr. Schretter was responsible for strategic and financing advisory and managing some of the bank’s most important clients. Prior to Bank of America, Mr. Schretter worked in senior investment banking roles covering the energy sector at Citi, UBS, Deutsche Bank and Morgan Stanley. We believe Mr. Schretter is well qualified to serve as a director based on his extensive leadership and advisory experience in investment banking, his strategic insights into energy and financial markets, and his experience advising corporate management teams and boards on governance and transactional matters.

Jeffrey S. Serota will serve as an independent member of the Presidio Board and as the chair of the Nominating and Corporate Governance Committee and a member of the Compensation Committee upon the Closing. Since 2016, Mr. Serota has served as Vice Chairman and Chief Investment Officer at Corbel Capital Partners, a multi-strategy investment firm with over $1 billion in assets under management. Prior to that, Mr. Serota served on various boards of public and private companies, prior to that Mr. Serota was a Senior Partner at Ares Management. Mr. Serota has more than thirty years of experience as a principal investor and operating executive, including serving as Chairman of three publicly traded companies. Mr. Serota brings to the Board substantial experience in private equity, strategic investing, and corporate governance. His background leading investment platforms, overseeing public-company strategy, and evaluating complex capital-allocation decisions strengthens the Board’s oversight of financial strategy, investment discipline, and long-term value creation. Mr. Serota has extensive experience as a public company director and chairman, including companies in the energy industry. He has served on the boards of directors of several companies that were publicly traded at the time of his service, including Great Elm Group, Inc. (NASDAQ: GEG), where he served as Chairman of the Board; Goodrich Petroleum Corporation (formerly NYSE: GDP); SandRidge Energy, Inc. (NYSE: SD), where he served as Chairman of the Board; EXCO Resources, Inc. (formerly NYSE: XCO); and CIFC Corp. (formerly NASDAQ: CIFC), where he also served as Chairman of the Board. In addition, Mr. Serota previously served on the Supervisory Board of LyondellBasell Industries N.V. (NYSE: LYB) and on the board of

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Douglas Dynamics, Inc (NYSE: PLOW). We believe Mr. Serota is well qualified to serve as a director based on his extensive public company board experience, prior service as chairman of publicly traded companies, and his investment, governance and operational expertise.

Jerry Silvey will serve as a member of the Presidio Board upon the Closing. Mr. Silvey serves as Chief Executive Officer of EQV and serves on the EQV Board. Mr. Silvey is currently the Chief Executive Officer and Chairman of the EQV Group, which he founded in 2022. Mr. Silvey is also currently Chief Executive Officer of EQV Ventures Acquisition Corp. II, an affiliate of the EQV Group, where he also serves as director. From 2016 to 2022, Mr. Silvey served as a senior investment professional in the Energy & Infrastructure group at Magnetar Capital LLC, where he was responsible for the execution and management of over $2 billion of highly structured direct investments across the energy asset spectrum. Previously, Mr. Silvey was a member of the energy global investment banking group at the Royal Bank of Canada specializing in the acquisition, divestment and restructuring of upstream oil and gas assets. Mr. Silvey holds a Bachelor of Business Administration in Energy Finance from Southern Methodist University. We believe Mr. Silvey is well qualified to serve as a director due to his experience executing and managing complex, large-scale energy investments and his investment banking and transactional experience across the energy sector.

Tyson Taylor will serve as a member of the Presidio Board upon the Closing. Mr. Taylor serves as President and Chief Financial Officer of EQV and serves on the EQV Board. Mr. Taylor is currently the President and a director of the EQV Group, a position he has held since 2022. Mr. Taylor is also currently President and Chief Financial Officer of EQV Ventures Acquisition Corp. II, an affiliate of the EQV Group, where he also serves as director. From 2015 to 2022, Mr. Taylor served as Counsel to Magnetar Capital LLC, where he operated as lead counsel for the Energy & Infrastructure group, managing all legal aspects of the funds, including transaction execution, fund compliance and fund management. Previously, Mr. Taylor was the General Counsel and Corporate Secretary at Star Peak Corp II, a blank check company that completed its business combination with Benson Hill, Inc. (NYSE: BHIL) in September 2021, and Secretary and General Counsel at Star Peak Energy Transition Corporation, a blank check company that completed a business combination with Stem, Inc. (NYSE: STEM) in April 2021. Mr. Taylor was an attorney with Kirkland & Ellis LLP from 2013 to 2015 and Simpson Thacher & Bartlett LLP from 2010 to 2013. He holds a Masters in Finance from the London Business School, a Juris Doctorate from the University of Pennsylvania Carey Law School and a Bachelor of Arts in Economics from Brigham Young University. We believe Mr. Taylor is well qualified to serve as a director based on his combined finance and legal expertise, his experience leading transaction execution, governance, and compliance for investment funds and public-company business combinations, and his executive roles overseeing strategy and capital markets activities.

James E. Vallee will serve as an independent member of the Presidio Board and as a member of the Compensation Committee and the Nominating and Corporate Governance Committee upon closing. Since 2020, Mr. Vallee has been a founding partner and managing director of Valhil Capital and Valhil Advisors, private investment and strategic advisory firms focused on long-term principal investments in the energy, infrastructure and related sectors. He is also co-founder and Chairman of Deltawave Energy, co-founder of HoneycombQ, and publisher of Astrolight Media, through which he engages with boards and senior executives on corporate governance, capital allocation, and long-term strategic growth initiatives. Prior to founding Valhil, Mr. Vallee spent more than two decades as a partner and senior attorney at leading global law firms in Houston, including Paul Hastings, Jones Day, and Winston & Strawn. His practice focused on mergers and acquisitions, capital markets transactions, and strategic joint ventures in the energy industry. During his legal career, Mr. Vallee represented public and private companies, private equity firms, and financial institutions and regularly advised public company boards and management teams on significant energy and industrial transactions, governance matters, and conflicts oversight. We believe Mr. Vallee is well qualified to serve as a director based on his extensive experience in energy transactions and capital markets, his deep familiarity with public-company governance and conflicts matters, and his strategic perspective on the energy sector.

Ray N. Walker, Jr. will serve as an independent member of the Presidio Board and as a member of the Audit Committee and the Nominating and Corporate Governance Committee upon the Closing. Mr. Walker has more than 50 years of experience in the oil and gas industry, with a background in operations, asset development, and executive leadership. Mr. Walker most recently served as Chief Operating Officer of Encino Energy, from 2018 until its acquisition by EOG Resources, Inc. in 2025, where he was responsible for overseeing the company’s operations and development activities. From 2012 to 2018, Mr. Walker served as Executive Vice President and Chief Operating Officer of Range Resources Corporation. Since August of 2025, Mr. Walker has served as a member of the Board of Directors of MPLX GP LLC (the general partner of MPLX LP, NYSE: MPLX) and is a member of the Audit Committee and the Conflicts Committee. Mr. Walker also currently serves on the Board of Directors of Solaris Energy Infrastructure, Inc. (NYSE: SEI), where he serves as Chair of the Compensation Committee. He has also previously

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served as an energy advisor to the Federal Reserve Bank of Cleveland. We believe Mr. Walker’s extensive operational experience in the energy industry, his executive experience overseeing operations in public and private companies, and his service on public and private company boards qualify him to serve as a director.

Composition of the Presidio Board

The business and affairs of Presidio will be managed by or under the direction of the Presidio Board, which will consist of 9 members upon the Closing. The Proposed Certificate of Incorporation will provide that, subject to the rights of the holders of Presidio Preferred Stock, the number of directors on the Presidio Board shall be fixed exclusively by resolution adopted by the Presidio Board. For as long as any shares of the Presidio Preferred Stock remain outstanding, the holders of record of the Presidio Preferred Stock, voting as a separate class from the Presidio Common Stock, have the exclusive right to elect the Series A Preferred Director, and under certain circumstances two Preferred Stock Directors. The Proposed Certificate of Incorporation and the Proposed Bylaws will provide that the Presidio Board will be divided into three classes, as nearly equal in number as possible, with the directors in each class serving for a three-year term, and one class being elected each year by the stockholders.

When considering whether directors have the experience, qualifications, attributes or skills, taken as a whole, to enable the Presidio Board to satisfy its oversight responsibilities effectively in light of Presidio’s business and structure, the Presidio Board will focus primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above. We believe that the directors provide an appropriate mix of experience and skills relevant to the size and nature of Presidio’s business.

In connection with the Closing, the Registration Rights Parties, EQV, EQVR Intermediate, EQV Holdings, and Presidio will enter into a Registration and Stockholders’ Rights Agreement pursuant to which the Sponsor or its permitted transferees will have the right to designate two directors so long as they own, in the aggregate, greater than 20% of Presidio’s common equity or one director so long as they own, in the aggregate, greater than 10% of Presidio’s common equity. For a description of the terms of the Registration and Stockholders’ Rights Agreement, see “Certain Relationships and Related Person Transactions — Registration and Stockholders’ Rights Agreement.”

In accordance with the Proposed Certificate of Incorporation and the Proposed Bylaws, each of which will be in effect substantially concurrently with the Closing, the Presidio Board will be divided into three classes with staggered three year terms. At each annual meeting of stockholders after the initial classification, the successors to the directors whose terms will then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election. The directors will be divided among the three classes as follows:

•        the Class I directors will be Jerry Schretter, James E. Vallee and Ray N. Walker, Jr. and their terms will expire at the annual meeting of stockholders to be held in 2027;

•        the Class II directors will be Christopher L. Hammack, Jeffrey Serota and Tyson Taylor and their terms will expire at the annual meeting of stockholders to be held in 2028; and

•        the Class III directors will be Daniel C. Herz, Jerry Silvey and William A. Ulrich, and their terms will expire at the annual meeting of stockholders to be held in 2029.

Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. This classification of the Presidio Board may have the effect of delaying or preventing changes in control of Presidio. See “Description of Securities — Anti-Takeover Provisions.”

Director Independence

Upon the Closing, the Presidio Board is expected to determine that each of Daniel C. Herz, Jerry Schretter, Jeffrey Serota, James E. Vallee and Ray N. Walker, Jr. will qualify as an “independent director,” as defined under the NYSE rules. In making these determinations, the Presidio Board will consider the current and prior relationships that each director has with Presidio and all other facts and circumstances the Presidio Board deems relevant in determining his or her independence, including the beneficial ownership of Presidio Common Stock by each director, and the transactions involving them described in the section titled “Certain Relationships and Related Person Transactions.”

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Committees of the Presidio Board

The Presidio Board will direct the management of Presidio’s business and affairs, as provided by Delaware law, and conducts its business through meetings of the Presidio Board and its standing committees. Effective upon the Closing, the Presidio Board will have three standing committees. In addition, from time to time, special committees may be established under the direction of the Presidio Board when necessary to address specific issues. Following the Closing, copies of the charters for each committee will be available on Presidio’s website.

Audit Committee

Our audit committee will be responsible for, among other things:

•        appointing, approving the fees of, retaining and overseeing our independent registered public accounting firm;

•        discussing with our independent registered public accounting firm their independence from management;

•        discussing with our independent registered public accounting firm any audit problems or difficulties and management’s response;

•        approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;

•        overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC;

•        reviewing our policies on risk assessment and risk management;

•        reviewing related person transactions; and

•        establishing procedures for the confidential, anonymous submission of complaints regarding questionable accounting, internal controls or auditing matters.

Upon the Closing, our audit committee will consist of Daniel C. Herz, Jerry Schretter and Ray N. Walker, Jr., with Jerry Schretter serving as Chairperson. The Presidio Board has affirmatively determined that Daniel C. Herz, Jerry Schretter and Ray N. Walker, Jr. each meet the definition of “independent director” for purposes of serving on the audit committee under the NYSE rules and the independence standards under Rule 10A-3 of the Exchange Act and the NYSE rules. Each member of our audit committee meets the financial literacy requirements of the NYSE rules. In addition, the Presidio Board has determined that Jerry Schretter will qualify as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. The Presidio Board will adopt a written charter for the audit committee, which will be available on our principal corporate website at https://bypresidio.com/ substantially concurrently with the Closing. The information on any of our websites is deemed not to be incorporated in this proxy statement/prospectus or to be a part of this proxy statement/prospectus.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee will be responsible for, among other things:

•        identifying individuals qualified to become members of the Presidio Board, consistent with criteria approved by the Presidio Board as set forth in our corporate governance guidelines;

•        annually reviewing the committee structure of the Presidio Board and recommending to the Presidio Board the directors to serve as members of each committee; and

•        developing and recommending to the Presidio Board a set of corporate governance guidelines.

Upon the Closing, our nominating and corporate governance committee will consist of Jeffrey Serota, James E. Vallee and Ray N. Walker, Jr. with Jeffrey Serota serving as Chairperson. The Presidio Board has affirmatively determined that Jeffrey Serota, James E. Vallee and Ray N. Walker, Jr. each meet the definition of “independent director” for the purposes of the independence standards under the NYSE rules. The Presidio Board will adopt a written charter for the nominating and corporate governance committee, which will be available on our principal corporate website at https://bypresidio.com/ substantially concurrently with the Closing. The information on any of our websites is deemed not to be incorporated in this proxy statement/prospectus or to be a part of this proxy statement/prospectus.

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Compensation Committee

Our compensation committee will be responsible for, among other things:

•        reviewing and approving, or recommending that the Presidio Board approve, the compensation of our Chief Executive Officer and other executive officers;

•        making recommendations to the Presidio Board regarding director compensation; and

•        reviewing and approving incentive compensation and equity-based plans and arrangements and making grants of cash-based and equity-based awards under such plans.

Upon the Closing, our compensation committee will consist of Daniel C. Herz, Jeffrey Serota and James E. Vallee with Daniel C. Herz serving as Chairperson. The Presidio Board has affirmatively determined that Daniel C. Herz, Jeffrey Serota and Ray N. Walker, Jr. each meet the definition of “independent director” for the purposes of the independence standards under the NYSE rules. The Presidio Board will adopt a written charter for the compensation committee, which will be available on our principal corporate website at https://bypresidio.com/ substantially concurrently with the Closing. The information on any of our websites is deemed not to be incorporated in this proxy statement/prospectus or to be a part of this proxy statement/prospectus.

Risk Oversight

Upon the Closing, the Presidio Board will be responsible for overseeing the risk management process. The Presidio Board will focus on Presidio’s general risk management policies and strategy and the most significant risks facing Presidio and will oversee the implementation of risk mitigation strategies by management. The Presidio Board will also be apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions.

Compensation Committee Interlocks and Insider Participation

None of the expected members of the Presidio Compensation Committee has ever been an executive officer or employee of Presidio. None of Presidio’s expected executive officers currently serves, or has served during the last completed fiscal year, on the Presidio Board or compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers expected to serve on the Presidio Board or Compensation Committee.

Code of Business Conduct and Ethics

Upon the Closing, Presidio will adopt a written code of business conduct and ethics that will apply to its directors, officers and employees, including its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code will be posted on its website, https://bypresidio.com/. In addition, Presidio intends to post on its website all disclosures that are required by law or the NYSE rules concerning any amendments to, or waivers from, any provision of the code. The information on any of Presidio’s websites is deemed not to be incorporated in this proxy statement/prospectus or to be part of this proxy statement/prospectus.

Non-Employee Director Compensation

Presidio expects to adopt a non-employee director compensation policy in connection with the Closing. A description of that policy can be found in “Executive and Director Compensation of Presidio — Post-Business Combination Director Compensation.”

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BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth information known to EQV regarding (i) the beneficial ownership of Ordinary Shares as of January 30, 2026 (pre-Business Combination) and (ii) the expected beneficial ownership following the Closing (post-Business Combination) of Presidio Common Stock (assuming a No Redemption Scenario and a Maximum Redemption Scenario as described below) by:

•        each of EQV’s current executive officers and directors, and all executive officers and directors of EQV as a group, in each case pre-Business Combination;

•        each person who will become a named executive officer or director of Presidio, and all executive officers and directors of Presidio as a group, in each case post-Business Combination;

•        each person or “group” (as such term is used in Section 13(d)(3) of the Exchange Act) who is known to be the beneficial owner of more than five percent of Ordinary Shares pre-Business Combination; and

•        each person or “group” (as such term is used in Section 13(d)(3) of the Exchange Act) who is expected to be the beneficial owner of more than five percent of Presidio Class A Common Stock post-Business Combination.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if they possess sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Unless otherwise indicated, EQV believes that all persons named in the table below have sole voting and investment power with respect to the voting securities beneficially owned by them. The beneficial ownership of Ordinary Shares pre-Business Combination is based on 35,822,500 Class A Shares and 8,750,000 Class B Shares issued and outstanding as of January 30, 2026. The expected beneficial ownership of Presidio Class A Common Stock post-Business Combination assumes two scenarios: (i) no Public Shares are redeemed, and (ii) the maximum number of 31,222,144 public shares are redeemed. For purposes of calculating the shares of Presidio Class A Common Stock issued and outstanding in both such scenarios, it has been assumed that the Presidio warrants will be unexercised and outstanding. Based on the foregoing assumptions, we estimate that there would be 61,313,381 shares of Presidio Class A Common Stock issued and outstanding in the No Redemption Scenario and 30,091,237 shares of Presidio Class A Common Stock issued and outstanding in the Maximum Redemption Scenario. If the actual facts are different from the foregoing assumptions, ownership figures in Presidio and the columns under Post-Business Combination in the table that follows will be different.

Pre-Business Combination Beneficial Ownership Table

Name and Address of Beneficial Owner(1)		Number of Class A Shares			Percentage of Class			Number of Class B Shares		Percentage of Class
Sponsor
EQV Ventures Sponsor LLC(2)		400,000	​(3)		1.1	%		8,750,000		100	%
Directors and Executive Officers of EQV
Jerry Silvey(4)		—			—			—		—
Tyson Taylor(4)		—			—			—		—
Mickey Raney		—			—			—		—
Danny Murray		—			—			—		—
Grant Raney		—			—			—		—
Will Smith(4)		—			—			—		—
Jerome C. Silvey, Jr.(4)		40,000			*			—		—
Bryan Summers		40,000			*			—		—
Andrew Blakeman		40,000			*			—		—
Marc Peperzark(5)		40,000			*			—		—
All directors and executive officers as a group prior (11 persons)		160,000			*			—		—

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Name and Address of Beneficial Owner(1)		Number of Class A Shares		Percentage of Class			Number of Class B Shares		Percentage of Class
Five Percent Holders of EQV
Linden Capital L.P.(6)		3,165,000		8.8	%		—		—
Magnetar Financial LLC(7)		3,430,350		9.6	%		—		—
AQR Capital Management, LLC(8)		2,463,811		6.9	%		—		—
Fort Baker Capital Management LP(9)		3,570,433		9.97	%		—		—
Barclays PLC(10)		2,258,186		6.3	%		—		—
Goldman Sachs Group Inc.(11)		2,587,428		7.2	%		—		—

____________

*        Less than 1%.

(1)      Unless otherwise noted, the business address of each of the following entities or individuals is 1090 Center Drive, Park City, UT 84098.

(2)      Jerry Silvey, Jerome C. Silvey, Jr. and Tyson Taylor directly control the Sponsor as managers of the entity, and each of Jerry Silvey, Jerome C. Silvey, Jr. and Tyson Taylor disclaim any beneficial ownership of such securities except to the extent of their ultimate pecuniary interest. Each of Jerry Silvey, Tyson Taylor and Will Smith have a direct or indirect economic interest in the Sponsor which is approximately 37.65%, 16.41% and 13.09%, respectively, and each of them disclaims any beneficial ownership of any securities held by the Sponsor except to the extent of his ultimate pecuniary interest.

(3)      Represents Class A Shares underlying private placement units directly held by the Sponsor.

(4)      Does not include any shares indirectly owned by this individual as a result of his role as a manager of the Sponsor or direct or indirect economic interest in the Sponsor, as applicable.

(5)      Marc Peperzak is the trustee and beneficiary of the Bernard Trust. The Bernard Trust holds 15,000 Class A Shares. By virtue of the relationship, Marc Peperzak may be deemed to have or share beneficial ownership of the securities held of record by the Bernard Trust, but Marc Peperzak disclaims any beneficial ownership of the securities held of record by the Bernard Trust other than to the extent of any pecuniary interest he may have therein, directly or indirectly. Does not include any shares owned by this individual as a result of his role as trustee and beneficiary of the Bernard Trust.

(6)      According to a Schedule 13G filed on August 14, 2024, on behalf of Linden Capital L.P (“Linden Capital”), Linden GP LLC (“Linden GP”), Linden Advisors LP (“Linden Advisors”) and Siu Min (Joe) Wong. The Schedule 13G relates to Class A Shares held for the account of Linden Capital and one or more separately managed accounts (the “Managed Accounts”). Linden GP is the general partner of Linden Capital and, in such capacity, may be deemed to beneficially own the Class A Shares held by Linden Capital. Linden Advisors is the investment manager of Linden Capital and trading advisor or investment advisor for the Managed Accounts. Mr. Wong is the principal owner and controlling person of Linden Advisors and Linden GP. In such capacities, Linden Advisors and Mr. Wong may each be deemed to beneficially own the shares held by each of Linden Capital and the Managed Accounts. Linden Capital and Linden GP hold shared power to vote or direct the vote and shared power to dispose or direct the disposition of 2,967,594 shares. Linden Advisors and Mr. Wong hold shared power to vote or direct the vote and shared power to dispose or direct the disposition of 3,165,000 shares. The principal business address for Linden Capital is Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda. The principal business address for each of Linden Advisors, Linden GP and Mr. Wong is 590 Madison Avenue, 32nd Floor, New York, New York 10022.

(7)      According to a Schedule 13G filed on November 6, 2024, on behalf of Magnetar Financial LLC (“Magnetar Financial”), Magnetar Capital Partners LP (“Magnetar Capital Partners”), Supernova Management LLC (“Supernova Management”) and David J. Snyderman. The Schedule 13G relates to the Class A Shares held for Magnetar Constellation Master Fund, Ltd, Magnetar Xing He Master Fund Ltd, Magnetar SC Fund Ltd, Purpose Alternative Credit Fund Ltd, all Cayman Islands exempted companies; Magnetar Structured Credit Fund, LP, a Delaware limited partnership; Magnetar Alpha Star Fund LLC, Magnetar Lake Credit Fund LLC, and Purpose Alternative Credit Fund — T LLC, all Delaware limited liability companies; collectively (the “Magnetar Funds”). Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the shares held for the Magnetar Funds’ accounts. Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The manager of Supernova Management is Mr. Snyderman. The address of the principal business office of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Snyderman is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.

(8)      According to a Schedule 13G filed on November 14, 2024, as amended on February 13, 2025, on behalf of AQR Capital Management LLC, AQR Capital Management Holdings, LLC and AQR Arbitrage, LLC, each incorporated in Delaware (together, the “AQR Funds”). The Schedule 13G relates to the Class A Shares held collectively by the AQR Funds, each of whom possess shared power to vote or direct the vote and shared power to dispose or to direct the disposition of the reported securities. The address of the principal business office of each of the AQR Funds is One Greenwich Plaza, Greenwich CT 06830.

(9)     According to a Schedule 13G/A filed on November 14, 2025, on behalf of Fort Baker Capital Management LP, a Delaware limited partnership, Fort Baker Capital, LLC, a Delaware limited liability company and Steven Patrick Pigott (the “Fort Baker Capital Parties”). The Schedule 13G relates to the Class A Shares held collectively by the Fort Baker Capital Parties,

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each of whom possess shared power to vote or direct the vote and shared power to dispose or to direct the disposition of the reported securities. The address of the principal business office of each of the Fort Baker Capital Parties is 700 Larkspur Landing Circle, Suite 275, Larkspur, CA 94939.

(10)    According to a Schedule 13G filed on February 7, 2025, as amended on March 21, 2025, on behalf of Barclays PLC, a United Kingdom public limited company. The Schedule 13G relates to the Class A Shares held individually by Barclays PLC. Barclays PLC possesses sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the reported securities. The address of the principal business office of Barclays PLC is 1 Churchill Place, London — E14 5HP.

(11)    According to a Schedule 13G filed on February 12, 2025, on behalf of Goldman Sachs Group Inc., a Delaware corporation, and Goldman Sachs & Co. LLC, a New York limited liability company (together, the “Goldman Sachs Group”). The Schedule 13G relates to the Class A Shares held collectively by the Goldman Sachs Group, each of whom possess shared power to vote or direct the vote and shared power to dispose or to direct the disposition of the reported securities. The address of the principal business office of the Goldman Sachs Group is 200 West Street New York, NY 10282.

Post-Business Combination Beneficial Ownership Table

Name and Address of Beneficial Owner(1)		Assuming no redemptions by Public Shareholders(2)					Assuming maximum redemptions by Public Shareholders(3)
		Number of Presidio Class A Common Stock(4)		Percentage of Class			Number of Presidio Class A Common Stock(4)		Percentage of Class
Directors and Executive Officers of Presidio
William Ulrich		1,157,068		1.9	%		1,157,068		3.8	%
Chris Hammack		694,241		1.1	%		694,241		2.3	%
John Brawley		231,414		*			231,414		*
Brett Barnes		462,827		*			462,827		1.5	%
Jerry Silvey		—		—			—		—
Tyson Taylor		—		—			—		—
Daniel C. Herz		—		—			—		—
Jerry Schretter		—		—			—		—
James E. Vallee		—		—			—		—
Ray N. Walker. Jr.		—		—			—		—
Jeffery S. Serota		—		—			—		—
All directors and executive officers as a group prior (11 persons)		2,545,550		4.2	%		2,545,550		8.5	%
Five Percent Holders of Presidio
EQV Ventures Sponsor LLC(5)		6,116,528		10.0	%		6,116,528		20.3	%
Linden Capital L.P.		3,165,000		5.2	%		3,165,000		10.5	%
Magnetar Financial LLC		3,430,350		5.64	%		3,430,350		11.4	%
Fort Baker Capital Management LP		3,110,433		5.11	%		3,110,433		10.3	%

____________

*        Less than 1%.

(1)      Unless otherwise noted, the business address of each of the following entities or individuals is 500 W. 7th Street, Suite 1500, Fort Worth, Texas 76102.

(2)      Assumes that no public shareholders exercise their redemption rights and that none of the investors set forth in the table above have purchased or purchase Ordinary Shares (pre-Business Combination) or Presidio Class A Common Stock (post-Business Combination).

(3)      Assumes that the maximum number of public shares have been redeemed by public shareholders and that none of the investors set forth in the table above have purchased or purchase Ordinary Shares (pre-Business Combination) or Presidio Class A Common Stock (post-Business Combination).

(4)      Includes shares of Presidio Class A Common Stock owned upon the conversion of Presidio Class B Common Stock.

(5)      Represents shares of Presidio Class A Common Stock owned upon conversion of the Class B Shares. Includes 400,000 shares of Presidio Class A Common Stock owned upon conversion of the Class A Shares underlying the Private Placement Units and excludes (i) the Class B Contribution and (ii) the Earn-Out Shares that are subject to vesting (or forfeiture) on the basis of achieving certain trading price thresholds during the first five years following the Closing.

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Certain Relationships and Related Person Transactions — EQV

On April 19, 2024, our Sponsor paid $25,000 to cover certain offering and formation costs of EQV in consideration of 10,062,500 Class B Shares. Our Sponsor has forfeited 1,312,500 Class B Shares. The Class B Shares will automatically convert into Class A Shares upon consummation of a business combination on a one-for-one basis, subject to certain adjustments. The initial shareholders have agreed not to transfer, assign or sell any of the Class B Shares (except to certain permitted transferees) until the earlier of (A) 12 months after the completion of EQV’s initial business combination, or (B) six months after the completion of EQV’s initial business combination, (x) if the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after EQV’s initial business combination, or (y) the date on which EQV completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property.

On April 19, 2024, EQV issued a promissory note to Sponsor, pursuant to which Sponsor agreed to loan EQV up to an aggregate of $300,000 to be used for the payment of costs related to the IPO (the “Promissory Note”). On August 8, 2024, at the time of the IPO, EQV repaid the then outstanding balance, and the note is no longer available to be drawn upon.

In addition, in order to finance transaction costs in connection with a business combination, Sponsor or an affiliate of Sponsor or certain of EQV’s directors and officers may, but are not obligated to, loan EQV funds as may be required (“Working Capital Loans”). If EQV completes a business combination, EQV will repay the Working Capital Loans out of the proceeds of the trust account released to EQV. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the trust account. In the event that a business combination does not close, EQV may use a portion of proceeds held outside the trust account to repay the Working Capital Loans, but no proceeds held in the trust account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Units at a price of $10.00 per Private Placement Unit.

On May 22, 2024, EQV issued 40,000 Class A Shares to each of our non-executive directors (160,000 Class A Shares in total) in connection with their nomination as a director of EQV. The Class A Shares issued to our non-executive directors may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.

Simultaneously with the closing of the IPO, Sponsor purchased an aggregate of 400,000 Private Placement Units at a price of $10.00 per Private Placement Unit, for an aggregate purchase price of $4,000,000. Each Private Placement Unit consists of one Class A Share (the “Sponsor Private Placement Shares”) and one-third of one EQV private placement warrant. Additionally, $2,625,000 of the underwriting commissions was applied by BTIG to purchase 262,500 Private Placement Units at a price of $10.00 per Private Placement Unit (each comprised of one Class A Share and one-third of one EQV private placement warrant), on the same terms as the Private Placement Units issued to the Sponsor, in a private placement that occurred simultaneously with the closing of the IPO. On September 30, 2024, Sponsor repaid the amount owed to EQV. Each EQV private placement warrant entitles the holder to purchase one Class A Share at a price of $11.50 per share, subject to adjustments. Each EQV private placement warrant will become exercisable 30 days after the completion of an initial business combination and will not expire except upon liquidation. If the initial business combination is not completed within the business combination period, the proceeds from the sale of the Private Placement Units held in the trust account will be used to fund the redemption of the public shares (subject to the requirements of applicable law) and the EQV private placement warrants may expire worthless.

If any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she may honor his or her fiduciary or contractual obligations to present such opportunity to such entity. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

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We currently maintain our executive offices at 1090 Center Drive, Park City, UT 84098. The cost for our use of this space is included in the $30,000 per month fee we pay to an affiliate of our Sponsor for office space, administrative and support services. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.

No compensation of any kind, including finder’s and consulting fees, will be paid to our Sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination except certain affiliates of our Sponsor will be entitled to reimbursement for any out-of-pocket expenses (or an allocable portion thereof), to the extent that such affiliates incur expenses for services provided to us before our initial business combination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee reviews on a quarterly basis all payments that were made to our Sponsor, our officers or directors or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

We will have 24 months, or such earlier date as our board of directors may approve, from the closing of the IPO to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. If we seek shareholder approval for an extension, holders of Class A Shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (net, with respect to interest income, of permitted withdrawals), divided by the number of then issued and outstanding Class A Shares, subject to applicable law.

If we are unable to consummate our initial business combination within the applicable time period, we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares for a pro rata portion of the funds held in the trust account, subject to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the Class B Shares may become worthless and the warrants may expire worthless.

After the Business Combination, our directors and executive officers who remain with us may be paid consulting, management or other fees from Presidio with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a shareholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.

We have entered into a registration and shareholder rights agreement pursuant to which our Sponsor and BTIG are entitled to certain registration rights with respect to the Private Placement Units (and the underlying securities), the units issuable upon conversion of the Working Capital Loans (if any) and the Class A Shares issuable upon conversion of the Class B Shares, and, upon consummation of our initial business combination, our Sponsor will be permitted to nominate three individuals for appointment to our board of directors pursuant to the registration and shareholder rights agreement, as long as our Sponsor holds any securities covered by the registration and shareholder rights agreement.

On August 5, 2025, EQV, Presidio, EQVR Merger Sub, EQVR, EQVR Intermediate and PIH, solely for the limited purposes set forth therein, entered into the EQVR Merger Agreement. Pursuant to the EQVR Merger Agreement, Presidio will acquire all of the issued and outstanding equity interests of EQVR via merger from EQVR Intermediate. Each of EQVR and EQVR Intermediate are affiliates of EQV and the Sponsor. EQVR Intermediate currently owns one hundred percent of the outstanding equity interests of EQVR. Pursuant to the EQVR Merger Agreement, EQVR Intermediate will receive (i) 3,422,260 shares of Presidio Class A Common Stock, valued at approximately $34.2 million, and (ii) a cash payment sufficient to repay EQVR’s indebtedness at closing of the EQVR Acquisition, which the Company anticipates to be $25,000,000 as of the Closing Date (such figure includes an anticipated pre-Closing paydown of such indebtedness).

Certain directors and officers of EQV and EQVR own indirect equity interests in EQVR, which have no liquid trading market, and as a consequence of the EQVR Acquisition will have an indirect interest in publicly tradeable securities, such that: (i) Jerry Silvey is expected to indirectly own 1,370,565 shares of Presidio Class A Common

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Stock, which would be valued at approximately $14,404,638 based on the January 8, 2026 Closing Price; (ii) Grant Raney is expected to indirectly own 99,246 shares of Presidio Class A Common Stock, which would be valued at approximately $1,043,075 based on the January 8, 2026 Closing Price (iii) Tyson Taylor and Will Smith are each expected to indirectly own 41,532 shares of Presidio Class A Common Stock, which would be valued at approximately $436,501 based on the January 8, 2026 Closing Price.

In connection with the Closing, EQVR Intermediate, the Sponsor, certain holders of PIH equity and certain members of Presidio’s management (collectively, the “Registration Rights Parties”), EQV, EQV Holdings, and Presidio will enter into the Registration and Stockholders’ Rights Agreement. Under the Registration and Stockholders’ Rights Agreement, the Sponsor or its permitted transferees will have the right to designate the Sponsor Directors for appointment or election to Presidio Board so long as they own in the aggregate greater than 20% of Presidio’s common equity and one director so long as they own in the aggregate greater than 10% of Presidio’s common equity. Pursuant to the terms of the Registration and Stockholders’ Rights Agreement, the Registration Rights Parties, and each of their permitted transferees, will be granted certain customary registration rights, including demand and piggyback rights. In addition, certain of the Registration Rights Parties will agree, subject to the terms provided therein, that each such party will not transfer any of its registrable securities under the Registration and Stockholders’ Rights Agreement for a period ending 180 days after the Closing.

Policy for Approval of Related Party Transactions

The audit committee of our board of directors has adopted a charter providing for the review, approval or ratification of “related party transactions,” which are those transactions required to be disclosed pursuant to Item 404 of Regulation S-K as promulgated by the SEC, by the audit committee. At its meetings, the audit committee is provided with the details of each new, existing, or proposed related party transaction, including the terms of the transaction, any contractual restrictions that EQV has already committed to, the business purpose of the transaction, and the benefits of the transaction to EQV and to the relevant related party. Any member of the committee who has an interest in the related party transaction under review by the committee shall abstain from voting on the approval of the related party transaction, but may, if so requested by the chair of the committee, participate in some or all of the committee’s discussions of the related party transaction. Upon completion of its review of the related party transaction, the committee determines to permit or to prohibit the related party transaction.

Certain Relationships and Related Person Transactions — PIH

PIH has not engaged in any transactions with related persons in the fiscal years ended December 31, 2024, 2023 and 2022 and has not engaged in any such transactions in the period from January 1, 2025 to the date of this proxy statement/prospectus.

Certain Relationships and Related Person Transactions — EQVR

See “Certain Relationships and Related Person Transactions — EQV” for a discussion of applicable transactions.

Statement of Policy Regarding Transactions with Related Persons

Presidio will adopt a formal written policy that will be effective upon the completion of the Business Combination providing that Presidio’s officers, directors, nominees for election as directors, beneficial owners of more than 5% of any class of Presidio’s capital stock, any member of the immediate family of any of the foregoing persons and any firm, corporation or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest, are not permitted to enter into a related party transaction with Presidio without the approval of Presidio’s audit committee, subject to certain exceptions. For more information, see the section entitled “Management of the Company Following the Business Combination — Related Person Policy of the Company.”

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COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS

EQV is an exempted company incorporated under the Cayman Islands Companies Act. The Cayman Islands Companies Act, Cayman Islands law generally and the Existing Governing Documents govern the rights of its shareholders. The Cayman Islands Companies Act and Cayman Islands law generally differs in some material respects from laws generally applicable to United States corporations and their stockholders. In addition, the Existing Governing Documents differ in certain material respects from the Proposed Governing Documents. As a result, when you become a stockholder of Presidio, your rights will differ in some regards as compared to when you were a shareholder of EQV.

Below is a summary chart outlining important similarities and differences in the corporate governance and stockholder/shareholder rights associated with EQV and with Presidio according to applicable law and/or the governing documents of EQV and Presidio. You also should review the Proposed Certificate of Incorporation and the Proposed Bylaws attached hereto as Annex H and Annex I, respectively, to this proxy statement/prospectus, as well as the Delaware corporate law and corporate laws of the Cayman Islands, including the Cayman Islands Companies Act, to understand how these laws apply to EQV and Presidio.

		Delaware		Cayman Islands
Stockholder/Shareholder Approval of Business Combination		Mergers generally require approval of a majority of all outstanding shares. Mergers in which less than 20% of the acquirer’s stock is issued generally do not require acquirer stockholder approval. Mergers in which one corporation owns 90% or more of a second corporation may be completed without the vote of the second corporation’s board of directors or stockholders.		Mergers require a special resolution, and any other authorization as may be specified in the relevant articles of association. Parties holding certain security interests in the constituent companies must also consent. All mergers (other than parent/subsidiary mergers) require shareholder approval — there is no exception for smaller mergers. Where a bidder has acquired not less than 90% in value of the shares in a Cayman Islands company under an offer made to all shareholders, it may, within two months of achieving that threshold, compel the acquisition of the shares of the remaining shareholders on the same terms, unless a dissenting shareholder successfully applies to the court within one month to prevent the compulsory acquisition. A Cayman Islands company may also be acquired through a “scheme of arrangement” sanctioned by a Cayman Islands court and approved by 75% in value of shareholders of each class in attendance and voting at a shareholders’ meeting of each class.
Stockholder/Shareholder Votes for Routine Matters		Generally, approval of routine corporate matters that are put to a stockholder vote require the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter.		Under Cayman Islands law and the Existing Governing Documents, routine corporate matters may be approved by an ordinary resolution (being a resolution passed by a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person, or, where proxies are allowed, by proxy, at the relevant shareholder meeting).

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		Delaware		Cayman Islands
Appraisal Rights		Generally, a stockholder of a publicly traded corporation does not have appraisal rights in connection with a merger.		Minority shareholders that dissent from a Cayman Islands statutory merger are entitled to be paid the fair market value of their shares, which, if necessary, may ultimately be determined by the court.
Inspection of Books and Records		Any stockholder may inspect the corporation’s books and records for a proper purpose during the usual hours for business.		Shareholders generally do not have any rights to inspect or obtain copies of the register of shareholders or other corporate records of a company.
Stockholder/Shareholder Lawsuits		A stockholder may bring a derivative suit subject to procedural requirements (including adopting Delaware as the exclusive forum as per Governing Documents Advisory Proposal E).		The decision to institute proceedings on behalf of a company is generally taken by the company’s board of directors. A shareholder may be entitled to bring a derivative action on behalf of the company, but only in certain limited circumstances (e.g. where a company acts or proposes to act illegally or ultra vires (beyond the scope of its authority); the act complained of, although not ultra vires, could be effected if duly authorized by a special resolution that has not been obtained; and those who control the company are perpetrating a “fraud on the minority”).
Fiduciary Duties of Directors		Directors must exercise a duty of care and duty of loyalty and good faith to the company and its stockholders.		A director owes fiduciary duties to a company, including to exercise loyalty, honesty and good faith to the company as a whole. In addition to fiduciary duties, directors owe a duty of care, diligence and skill. Such duties are owed to the company but may be owed direct to creditors or shareholders in certain limited circumstances.
Indemnification of Directors and Officers		A corporation is generally permitted to indemnify its directors and officers acting in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation.		A Cayman Islands company generally may indemnify its directors or officers except regarding fraud or willful neglect or default.
Limited Liability of Directors		Permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except regarding breaches of duty of loyalty, intentional misconduct, unlawful repurchases, unlawful dividends or improper personal benefit.		Liability of directors may be unlimited, except regarding their own fraud or willful neglect or default.

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DESCRIPTION OF PRESIDIO SECURITIES

Unless the context requires otherwise, for the purposes of this section, references to “we,” “us” and “our” refer to Presidio following the Business Combination.

General

The following summary sets forth the material terms of our securities following the completion of the Business Combination. The following summary is not intended to be a complete summary of the rights, powers and preferences of such securities, and is qualified by reference to the Proposed Certificate of Incorporation, a form of which is attached as Annex H to this proxy statement/prospectus and the Proposed Bylaws, a form of which is attached as Annex I to this proxy statement/prospectus. We urge you to read the Proposed Certificate of Incorporation and Proposed Bylaws in their entirety for a complete description of the rights, powers and preferences of our securities following the Business Combination.

Certain provisions of the Proposed Certificate of Incorporation and the Proposed Bylaws summarized below may be deemed to have an anti-takeover effect and may delay or prevent a tender offer or takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares of common stock.

The Proposed Certificate of Incorporation will authorize capital stock consisting of:

•        shares of Class A common stock, par value $0.0001 per share;

•        shares of Class B common stock, par value $0.0001 per share; and

•        shares of preferred stock, par value $0.0001 per share.

In connection with the Domestication, each of the then issued and outstanding Class A Shares will convert, on a one-for-one basis, into one share of Class A common stock, and each EQV warrant will convert, on a one-for-one basis, into a whole warrant exercisable for one share of Class A common stock.

Common Stock

Class A Common Stock

Holders of shares of the Class A common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders and on which the holders of the Class A common stock are entitled to vote.

Holders of shares of the Class A common stock are entitled to receive dividends when and if declared by our board of directors out of funds legally available therefor, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock.

Upon our dissolution or liquidation, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of the Class A common stock will be entitled to receive pro rata our remaining assets available for distribution.

Holders of shares of the Class A common stock do not have preemptive, subscription, redemption or conversion rights. There will be no redemption or sinking fund provisions applicable to the Class A common stock.

Holders of shares of the Class A common stock will vote together with holders of the Class B common stock, as a single class on all matters presented to our stockholders for their vote or approval, except for certain amendments to the Proposed Certificate of Incorporation or as otherwise required by applicable law or the Proposed Certificate of Incorporation. Any amendment to the Proposed Certificate of Incorporation that gives holders of the Class B common stock (i) any rights to receive dividends (subject to certain exceptions) or any other kind of distribution, (ii) any right to convert into or be exchanged for shares of Class A common stock, or (iii) any other economic rights (except for payments in cash in lieu of receipt of fractional stock) shall, in addition to the vote of the holders of shares of any class or series of our capital stock required by law, also require the affirmative vote of the holders of a majority of the voting power of the outstanding shares of Class A common stock voting separately as a class.

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Class B Common Stock

Each share of the Class B common stock entitles its holders to one vote per share on all matters presented to our stockholders generally.

Shares of Class B common stock will be issued in the future only to the extent necessary to maintain a one-to-one ratio between the number of EQV Holdings Common Units held by the EQV Holdings Unitholders and the number of shares of Class B common stock issued to the EQV Holdings Unitholders. Shares of Class B common stock are transferable only together with an equal number of EQV Holdings Common Units. Only permitted transferees of EQV Holdings Common Units held by the EQV Holdings Unitholders will be permitted transferees of Class B common stock. See “Certain Relationships and Related Person Transactions — EQV Holdings LLC Agreement.”

Holders of shares of our Class B common stock will vote together with holders of our Class A common stock as a single class on all matters presented to our stockholders for their vote or approval, except for certain amendments to the Proposed Certificate of Incorporation relating to the terms, number of shares, powers, designations, preferences or relative, participating or other special rights, or to qualifications, limitations or restrictions thereof, of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon or as otherwise required by applicable law or the Proposed Certificate of Incorporation.

Except in certain limited circumstances, holders of our Class B common stock do not have any right to receive dividends or to receive a distribution upon dissolution or liquidation. Additionally, holders of shares of our Class B common stock do not have preemptive, subscription, redemption or conversion rights. There will be no redemption or sinking fund provisions applicable to the Class B common stock. Upon the redemption or exchange of an EQV Holdings Common Unit (together with a share of Class B common stock) for Class A common stock, the shares of Class B common stock will be automatically transferred to Presidio for no consideration and will be canceled and no longer outstanding. Such shares of Class B common stock may not be reissued. Any amendment of the Proposed Certificate of Incorporation that gives holders of our Class B common stock (i) any rights to receive dividends or any other kind of distribution, (ii) any right to convert into or be exchanged for Class A common stock or (iii) any other economic rights will require, in addition to stockholder approval, the affirmative vote of holders of our Class A common stock voting separately as a class.

Following the Closing, the EQV Holdings Unitholders will own, in the aggregate, 2,653,767 shares of our Class B common stock.

Preferred Stock

Upon the completion of the Business Combination and the effectiveness of the Proposed Certificate of Incorporation, the total authorized shares of preferred stock will be 50,000,000 shares. Upon the completion of the Business Combination, we will have 125,000 shares of preferred stock outstanding, all of which will be Presidio Preferred Stock.

Under the terms of the Proposed Certificate of Incorporation, our board of directors is authorized to direct us to issue shares of preferred stock in one or more series without stockholder approval. Our board of directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock.

The purpose of authorizing our board of directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, such as the Presidio Preferred Stock, while providing flexibility in connection with possible acquisitions, future financings and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or could discourage a third party from seeking to acquire, a majority of our outstanding voting stock. Additionally, the issuance of preferred stock may adversely affect the holders of our Class A common stock by restricting dividends on the Class A common stock, diluting the voting power of the Class A common stock or subordinating the liquidation rights of the Class A common stock. As a result of these or other factors, the issuance of preferred stock could have an adverse impact on the market price of our Class A common stock.

In connection with the Preferred Financing, the board of directors of Presidio will adopt the Certificate of Designation.

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Dividends

From and including the original issuance date to, but excluding, the third anniversary of the Closing (the “Step Up Date”), the Presidio Preferred Stock will accrue cumulative quarterly dividends on the then-current investment amount at a rate of 12.0% per annum. On and after the Step Up Date, the dividend rate will increase on a quarterly basis by 0.25% per annum until the rate reaches 16.0% per annum. Prior to the fifth anniversary of the Closing, dividends will be payable in cash at a rate of at least 8.0% per annum, with the remainder payable, at Presidio’s option, in cash or in kind in additional shares of Presidio Preferred Stock. After the fifth anniversary of the Closing, all dividends will be payable in cash until all shares of Presidio Preferred Stock have been redeemed. Dividends will be payable quarterly in arrears on February 28, May 31, August 31 and November 30 of each year and will compound on a quarterly basis. The dividend rate will increase by 2.0% per annum if Presidio fails to pay a required cash dividend before the Step Up Date or upon the occurrence and during the continuance of certain trigger events, and will remain at such increased rate until the relevant event is cured.

Liquidation Preference

Upon any liquidation, dissolution or winding up of Presidio, the holders of Presidio Preferred Stock will be entitled to receive out of the available proceeds, before any distribution is made to holders of common stock or any other junior securities, an amount per share equal to the greater of (i) 125% of the subscription amount for such share or (ii) the amount required to achieve a 12.0% internal rate of return on such subscription amount, in each case including accrued and unpaid dividends, subject to certain additional adjustments. If, upon any such liquidation, dissolution or winding up of Presidio, the assets of Presidio available for distribution are insufficient to pay the full amount due to the holders of Presidio Preferred Stock, the holders will share ratably in any distribution of assets in proportion to the respective amounts that would otherwise be payable.

Voting, Consent and Approval Rights

Except as otherwise required by law or as provided in the Certificate of Designation, holders of the Presidio Preferred Stock will not have voting, consent or approval rights. However, for so long as any shares of Presidio Preferred Stock remain outstanding, the holders of record of the Presidio Preferred Stock, voting as a separate class from the Presidio Common Stock, will be entitled to elect one director of Presidio (the “Series A Preferred Director”). Additionally, each holder of Presidio Preferred Stock will have one vote per share on any matter on which such holders are entitled to vote separately as a class.

In addition, certain actions by Presidio will require the consent of the holders of at least a majority of the outstanding Presidio Preferred Stock, including (i) any amendments to the Certificate of Designation or Presidio’s governing documents that materially adversely affect the rights, preferences or privileges of the Presidio Preferred Stock (a “Material Adverse Amendment”), (ii) the issuance of equity securities ranking senior to or on parity with the Presidio Preferred Stock, (iii) exceeding certain specified annual limits for cash or cash capitalized general and administrative expenses or cash capital expenditures, (iv) incurrence of certain indebtedness above specified thresholds, (v) entering into any agreements that would restrict the payment of dividends to the holders of Presidio Preferred Stock or the redemption of Presidio Preferred Stock to a materially more restrictive extent than as provided in the Certificate of Designation, or (vi) taking any action that would constitute a mandatory redemption event without paying the redemption price in full. Upon the occurrence and continuance of certain events, including the occurrence and continuation of an event of default under certain debt documents or the failure of Presidio to make certain required payments or redemptions pursuant to the Certificate of Designation, the holders of the Presidio Preferred Stock (together with any other series having similar rights) will have the right to elect two Preferred Stock Directors.

Protective Provisions

The Certificate of Designation contains additional covenants, including requirements to use available excess cash for partial redemptions under certain leverage, coverage or production conditions, limitations on indebtedness during specified adverse circumstances, and requirements to maintain certain minimum hedge positions.

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Redemption

The Presidio Preferred Stock will be redeemable at the option of Presidio, in whole or in part, at any time at a price equal to the liquidation preference discussed above. Presidio will be required to redeem all outstanding shares of Presidio Preferred Stock within 120 days after the occurrence of certain mandatory redemption events, including (i) a liquidation, dissolution or winding up of Presidio, (ii) the sale or transfer of greater than 55% of the properties or assets of Presidio and its subsidiaries on a consolidated basis, (iii) a change of control or (iv) a material change in Presidio’s investment strategy or a Material Adverse Amendment without preferred holder consent. Redemptions are subject to applicable law governing distributions to stockholders.

Transfer Restrictions

Certain holders of the Presidio Preferred Stock who are party to the Securities Purchase Agreement will at all times own in the aggregate not less than 51% of the Presidio Preferred Stock and a corresponding majority of the voting rights of the class. Such holders will not be permitted, without Presidio’s prior written consent, conditioned or delayed, to sell, assign, transfer, or otherwise dispose of any Presidio Preferred Stock, or any interest therein, to any direct or indirect competitors of Presidio or any of its subsidiaries in the proved developed producing oil and gas sector or to any person listed on Presidio’s restricted transferees list, as attached to the Certificate of Designation.

Warrants

Following the Closing, Presidio will have outstanding (i) Presidio public warrants, (ii) Presidio private placement warrants, and (iii) the Preferred Investor Warrants.

Holders of warrants will not have the rights or privileges of holders of Presidio Class A Common Stock, including voting or dividend rights, until they exercise their warrants and receive shares of Presidio Class A Common Stock.

EQV Warrants

Each unit of EQV sold to investors in connection with EQV’s initial public offering included one-third of one redeemable EQV warrant. Pursuant to the Warrant Agreement between the Transfer Agent and EQV, dated August 6, 2024 (the “Warrant Agreement”), at the Closing, each outstanding EQV warrant will automatically convert into a warrant representing the right to acquire one share of Presidio Class A Common Stock on the terms described below.

Each whole Presidio public warrant will entitle the registered holder to purchase one share of Presidio Class A Common Stock at a price of $11.50 per share, subject to adjustment as described below under “— Anti-Dilution Adjustments.” The Presidio public warrants may be exercised only if the last reported sale price of Presidio Class A Common Stock is at or above the exercise price in effect at the time of exercise, unless a cashless exercise is permitted under the circumstances described in the Warrant Agreement. The Presidio public warrants will become exercisable on the later of (i) 30 days after the Closing and (ii) the date on which a registration statement covering the issuance of the shares of Presidio Class A Common Stock issuable upon exercise of the Presidio public warrants becomes effective. The Presidio public warrants will expire at 5:00 p.m., New York City time, on the date that is five years after the Closing, or earlier upon redemption or liquidation.

We will not be obligated to deliver any shares of Presidio Class A Common Stock pursuant to the exercise of a Presidio public warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Presidio Class A Common Stock issuable upon exercise of the Presidio public warrants is then effective and a current prospectus relating thereto is current, or a valid exemption from registration is available. No Presidio public warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their Presidio public warrant, unless the issuance of the shares of Presidio Class A Common Stock upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Presidio public warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to net cash settle any warrant.

We are registering Presidio Class A Common Stock issuable upon the exercise of the Presidio public warrants in the Registration Statement of which this proxy statement/prospectus forms a part because the Presidio public warrants will become exercisable 30 days after the Closing. However, because the Presidio public warrants will be exercisable

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until their expiration date of up to five years after the Closing, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the Closing, we have agreed that as soon as practicable, but in no event later than 20 business days, following the Closing, we will use our commercially reasonable efforts to file with the SEC a post-effective amendment to the Registration Statement of which this proxy statement/prospectus forms a part or a new registration statement covering the issuance, under the Securities Act, of Presidio Class A Common Stock issuable upon the exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the Closing and to maintain the effectiveness of such post-effective amendment or registration statement and a current prospectus relating thereto until the Presidio public warrants expire or are redeemed, as specified in the Warrant Agreement; provided that if shares of Presidio Class A Common Stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of the Presidio public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our commercially reasonable efforts to register or qualify the issuance of shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Presidio Class A Common Stock issuable upon exercise of the warrants is not effective by the 60th business day after the Closing, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Presidio Class A Common Stock equal to the quotient obtained by dividing (x) the product of the number of Presidio Class A Common Stock underlying the warrants, multiplied by the excess of the “fair market value” (as defined below) of Presidio Class A Common Stock less the exercise price of the warrants by (y) the fair market value of Presidio Class A Common Stock. The “fair market value” as used in this paragraph means the average reported last sale price of Presidio Class A Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent.

Redemption of Presidio Public Warrants When the Price Per Share of Presidio Class A Common Stock Equals or Exceeds $18.00

Once the Presidio public warrants become exercisable, Presidio may redeem the outstanding Presidio public warrants:

•        in whole and not in part;

•        at a price of $0.01 per Presidio public warrant;

•        upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable to each warrant holder; and

•        if, and only if, the closing price of Presidio Class A Common Stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the notice of redemption is sent to the warrant holders.

We will not redeem the Presidio public warrants unless such warrants are then exercisable and an effective registration statement under the Securities Act covering the issuance of the shares of Presidio Class A Common Stock issuable upon exercise of the Presidio public warrants is then effective and a current prospectus relating to those shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

We have established the last of the redemption criteria discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of Presidio Class A Common Stock may fall below the $18.00 redemption trigger price (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Anti-Dilution Adjustments”) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.

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If we call the Presidio public warrants for redemption as described above, we will have the option to require any holder that wishes to exercise its Presidio public warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their Presidio public warrants on a “cashless basis,” we will consider, among other factors, our cash position, the number of Presidio public warrants that are outstanding and the dilutive effect on our shareholders of issuing the maximum number of Presidio Class A Common Stock issuable upon the exercise of our Presidio public warrants. If we take advantage of this option, all holders of Presidio public warrants would pay the exercise price by surrendering their Presidio public warrants for that number of Presidio Class A Common Stock equal to the quotient obtained by dividing (x) the product of the number of Presidio Class A Common Stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (as defined below) of Presidio Class A Common Stock by (y) the fair market value of Presidio Class A Common Stock. The “fair market value” as used in this paragraph means the average last reported sale price of Presidio Class A Common Stock for the 10 trading days ending on the third trading day immediately prior to the date on which the notice of redemption is sent to the holders of the warrants. If we take advantage of this option, the notice of redemption will contain the information necessary to calculate the number of Presidio Class A Common Stock to be received upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption.

No fractional Presidio Class A Common Stock will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Presidio Class A Common Stock to be issued to the holder. If, at the time of redemption, the warrants are exercisable for a security other than Presidio Class A Common Stock pursuant to the warrant agreement, the warrants may be exercised for such security. At such time as the warrants become exercisable for a security other than Presidio Class A Common Stock, Presidio (or the surviving company) will use its commercially reasonable efforts to register under the Securities Act the security issuable upon the exercise of the warrants.

Ownership Limits

A holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 9.8% (or such other amount as a holder may specify) of the shares of Presidio Class A Common Stock issued and outstanding immediately after giving effect to such exercise.

Anti-Dilution Adjustments

If the number of outstanding shares of Presidio Class A Common Stock is increased by a capitalization or stock dividend payable in shares of Presidio Class A Common Stock, or by a sub-division of Presidio Class A Common Stock or other similar event, then, on the effective date of such capitalization or stock dividend, sub-division or similar event, the number of shares of Presidio Class A Common Stock issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding Presidio Class A Common Stock. A rights offering made to all or substantially all holders of Presidio Class A Common Stock entitling holders to purchase shares of Presidio Class A Common Stock at a price less than the “historical fair market value” (as defined below) will be deemed a stock dividend of a number of shares of Presidio Class A Common Stock equal to the product of (i) the number of shares of Presidio Class A Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for shares of Presidio Class A Common Stock) and (ii) one minus the quotient of (x) the price per Presidio Class A Common Stock paid in such rights offering and (y) the historical fair market value. For these purposes, (i) if the rights offering is for securities convertible into or exercisable for shares of Presidio Class A Common Stock, in determining the price payable for shares of Presidio Class A Common Stock, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “historical fair market value” means the volume weighted average price of shares of Presidio Class A Common Stock as reported during the 10 trading day period ending on the trading day prior to the first date on which the shares of Presidio Class A Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

If the number of outstanding shares of Presidio Class A Common Stock is decreased by a consolidation, combination or reclassification of shares of Presidio Class A Common Stock or other similar event, then, on the effective date of such consolidation, combination, reclassification or similar event, the number of shares of Presidio Class A Common Stock issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding shares of Presidio Class A Common Stock.

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Whenever the number of shares of Presidio Class A Common Stock purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares of Presidio Class A Common Stock purchasable upon the exercise of the warrants immediately prior to such adjustment and (y) the denominator of which will be the number of shares of Presidio Class A Common Stock so purchasable immediately thereafter.

In case of any reclassification or reorganization of the outstanding shares of Presidio Class A Common Stock (other than those described above or that solely affect the par value of such shares of Presidio Class A Common Stock), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our outstanding shares of Presidio Class A Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the shares of Presidio Class A Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of Presidio Class A Common Stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event.

The warrants were issued in registered form under a warrant agreement between the Transfer Agent, as warrant agent, and EQV, which will be assumed by Presidio in connection with the Closing. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or to correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in this prospectus, or defective provision, (ii) amending the provisions relating to cash dividends on Presidio Class A Common Stock as contemplated by and in accordance with the warrant agreement or (iii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants, provided that the approval by the holders of at least 50% of the then-outstanding Presidio public warrants is required to make any change that adversely affects the interests of the registered holders.

The warrant holders do not have the rights or privileges of holders of Presidio Class A Common Stock and any voting rights until they exercise their warrants and receive shares of Presidio Class A Common Stock. After the issuance of shares of Presidio Class A Common Stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by shareholders.

We have agreed that, subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. This provision applies to claims under the Securities Act but does not apply to claims under the Exchange Act or any claim for which the federal district courts of the United States of America are the sole and exclusive forum. We note, however, that there is uncertainty as to whether a court would enforce this provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

Presidio Private Placement Warrants

Simultaneously with the EQV initial public offering, certain investors purchased private placement units that each consisted of one EQV Class A ordinary share and one-third of one EQV private placement warrant. At the Closing, each EQV private placement warrant will automatically convert into a Presidio private placement warrant with terms and provisions that are identical to those of the warrants being sold as part of the units in this offering, except as described herein.

The Presidio private placement warrants, including Presidio Class A Common Stock issuable upon exercise of the warrants, will not be transferable, assignable or salable until 30 days after the Closing (other than to certain permitted transferees who agree to be bound by these restrictions), and the Presidio private placement warrants will not be redeemable by us.

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If holders of the Presidio private placement warrants elect to exercise the warrants on a cashless basis, they would pay the exercise price by surrendering his, her or its warrants for that number of shares of Presidio Class A Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Presidio Class A Common Stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “sponsor fair market value” (defined below), by (y) the sponsor fair market value. For these purposes, the “sponsor fair market value” shall mean the average last reported sale price of the shares of Presidio Class A Common Stock for the trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent.

Preferred Investor Warrants

In connection with the Securities Purchase Agreement, Presidio will issue to the Preferred Investors, immediately prior to or substantially concurrently with the Closing, Preferred Investor Warrants to purchase 937,500 shares of Presidio’s Class A Common Stock.

Each whole Preferred Investor Warrant will entitle the registered holder to purchase one share of Presidio Class A Common Stock at an exercise price of $0.01, subject to adjustment as described below under “— Anti-Dilution Adjustments for Preferred Investor Warrants.” Fifty percent (50%) of each holder’s Preferred Investor Warrants will become exercisable six months after the Closing, and the remaining 50% will become exercisable 12 months after the Closing. Each tranche will be exercisable for a term of five years from the date on which such tranche becomes exercisable. The warrants may be exercised for cash or on a cashless basis for a number of shares determined using a formula based on the difference between the exercise price and the market price at the time of such cashless exercise. The Preferred Investor Warrants are not redeemable by us.

We will not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a Preferred Investor Warrant and will have no obligation to settle such warrant exercise unless either (i) a registration statement under the Securities Act covering the issuance of the shares of Presidio Class A Common Stock issuable upon exercise of the Preferred Investor Warrants is then effective and a current prospectus relating thereto is available or (ii) the shares of Presidio Class A Common Stock issuable upon such exercise are eligible for resale without volume or manner-of-sale limitations pursuant to Rule 144 under the Securities Act and without the requirement for us to be in compliance with the current public information requirement under Rule 144(c)(1) or Rule 144(i)(2). In the event that these conditions are not satisfied with respect to a Preferred Investor Warrant, the holder of such warrant will not be entitled to exercise such warrant for cash, but may be able to exercise the warrant on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption from registration. In no event will we be required to net cash settle any Preferred Investor Warrant.

Holders of the Preferred Investor Warrants will have the right to participate in pro rata distributions of assets (including cash or securities) to holders of Presidio Class A Common Stock, to the same extent as if the warrants had been exercised in full without regard to ownership limitations.

Ownership Limits for Preferred Investor Warrants

A holder of a Preferred Investor Warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant to the extent that, after giving effect to such exercise, such person (together with such person’s affiliates and certain attribution parties) would beneficially own in excess of 9.99% of the shares of Presidio Class A Common Stock outstanding immediately after giving effect to such exercise, which limit may be increased by the holder up to 19.99% upon 61 days’ prior written notice. For purposes of this limitation, beneficial ownership is calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. This limitation may be decreased by the holder at any time, and any such decrease will be effective immediately upon notice to us.

Anti-Dilution Adjustments for Preferred Investor Warrants

If the number of outstanding shares of Presidio Class A Common Stock is increased by a stock dividend payable in shares of Presidio Class A Common Stock, or by a stock split of Presidio Class A Common Stock or other similar event, then, on the effective date of such stock dividend, stock split or similar event, the number of shares of Presidio Class A Common Stock issuable on exercise of each Preferred Investor Warrant will be increased in proportion to such

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increase in the outstanding shares of Presidio Class A Common Stock. Similarly, if the number of outstanding shares of Presidio Class A Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Presidio Class A Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Presidio Class A Common Stock issuable on exercise of each Preferred Investor Warrant will be decreased in proportion to such decrease in outstanding shares of Presidio Class A Common Stock.

In addition, the exercise price of each Preferred Investor Warrant will be proportionally adjusted for any such event so that the aggregate exercise price for the warrant remains unchanged. The Preferred Investor Warrants also provide for adjustments to the exercise price and the number of shares issuable upon exercise in the event of certain rights offerings, distributions, or extraordinary dividends.

Registration Rights

We intend to enter into a Registration and Stockholders’ Rights Agreement with the Registration Rights Parties, EQV and EQV Holdings, pursuant to which such parties will have specified rights to require us to register all or a portion of their shares under the Securities Act. See “Certain Relationships and Related Person Transactions — Registration and Stockholders Rights Agreement.”

Forum Selection

The Proposed Certificate of Incorporation will provide (i) (a) any derivative action or proceeding brought on behalf of Presidio under Delaware law, (b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder of Presidio to Presidio or Presidio’s stockholders, (c) any action asserting a claim arising pursuant to any provision of the DGCL, the Proposed Certificate of Incorporation or the Proposed Bylaws (as either may be amended or restated) or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, (d) any action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware, or (e) any other action asserting an “internal corporate claim,” as defined in the DGCL, to the fullest extent permitted by law, be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware; and (ii) the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act; provided, however, that the foregoing choice of forum provision shall not apply to claims seeking to enforce any liability or duty created by the Exchange Act, or any other claim for which the U.S. federal courts have exclusive jurisdiction. The Proposed Certificate of Incorporation will also provide that, to the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring or holding any interest in shares of our capital stock shall be deemed to have notice of and consented to the foregoing. By agreeing to this provision, however, stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.

Dividends

Declaration and payment of any dividend will be subject to the discretion of our board of directors. The time and amount of dividends will be dependent upon our business prospects, results of operations, financial condition, cash requirements and availability, debt repayment obligations, capital expenditure needs, contractual restrictions, covenants in the agreements governing our current and future indebtedness, industry trends, the provisions of Delaware law affecting the payment of distributions to stockholders and any other factors our board of directors may consider relevant. We currently intend to pay a dividend from available funds and future earnings on our Class A common stock. Because we are a holding company, our ability to pay cash dividends on our Class A common stock depends on our receipt of cash distributions from EQV Holdings and, through EQV Holdings, cash distributions and dividends from our other direct and indirect subsidiaries. Our ability to pay dividends may be restricted by the terms of our Credit Agreement and any future credit agreement or any future debt or preferred equity securities of us or our subsidiaries. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources and Going Concern”.

Anti-Takeover Provisions

The Proposed Certificate of Incorporation and the Proposed Bylaws will contain provisions that may delay, defer or discourage another party from acquiring control of us. We expect that these provisions, which are summarized below, will discourage coercive takeover practices or inadequate takeover bids. These provisions are also designed to

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encourage persons seeking to acquire control of us to first negotiate with our board of directors, which we believe may result in an improvement of the terms of any such acquisition in favor of our stockholders. However, they also give our board of directors the power to discourage acquisitions that some stockholders may favor.

Authorized but Unissued Shares

The authorized but unissued shares of our common stock and our preferred stock are available for future issuance without stockholder approval, subject to any limitations imposed by the NYSE rules. These additional shares may be used for a variety of corporate finance transactions, acquisitions and employee benefit plans and, as described under “Certain Relationships and Related Person Transactions — EQV Holdings LLC Agreement,” funding of redemptions of EQV Holdings Common Units. The existence of authorized but unissued and unreserved common stock and preferred stock could make it more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Classified Board of Directors

The Proposed Certificate of Incorporation will provide that our board of directors will be divided into three classes, with the classes as nearly equal in number as possible and each class serving three-year staggered terms. Directors may only be removed from our board of directors for cause by the affirmative vote of a majority of the shares entitled to vote. See “Management of Presidio Following the Business Combination — Composition of the Presidio Board.” These provisions may have the effect of deferring, delaying or discouraging hostile takeovers, or changes in control of us or our management.

Special Meetings of Stockholders; Action by Written Consent of Stockholders

The Proposed Bylaws will provide that only the Chairperson of our board of directors, our chief executive officer or a majority of our board of directors may call special meetings of our stockholders. The Proposed Certificate of Incorporation will provide that our stockholders may not take action by consent without a meeting, but may only take action at a meeting of stockholders. These provisions may delay the ability of our stockholders to force consideration of a proposal or for stockholders controlling a majority of our capital stock to take any action, including the removal of directors.

Advance Notice Requirements for Stockholder Proposals and Director Nominations

In addition, the Proposed Bylaws will establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of stockholders, including proposed nominations of candidates for election to our board of directors. In order for any matter to be “properly brought” before a meeting, a stockholder will have to comply with advance notice and duration of ownership requirements and provide us with certain information. Stockholders at an annual meeting may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of our board of directors or by a qualified stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has delivered timely written notice in proper form to our secretary of the stockholder’s intention to bring such business before the meeting. These provisions could have the effect of delaying stockholder actions that are favored by the holders of a majority of our outstanding voting securities until the next stockholder meeting.

No Cumulative Voting

The DGCL provides that stockholders are not entitled to cumulate votes in the election of directors unless a corporation’s certificate of incorporation provides otherwise. The Proposed Certificate of Incorporation does not provide for cumulative voting.

Amendment of Certificate of Incorporation or Bylaws

The Delaware General Corporation Law provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation’s certificate of incorporation or bylaws, unless a corporation’s certificate of incorporation or bylaws, as the case may be, requires a greater percentage. The Proposed Certificate of Incorporation will provide that the board of directors may adopt, amend, alter, or repeal our bylaws. In addition, the Proposed Certificate of Incorporation will provide that the stockholders may not adopt, amend,

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alter or repeal our bylaws unless such action is approved, in addition to any other vote required by the Proposed Certificate of Incorporation, by the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of our capital stock entitled to vote thereon, voting together as a single class.

Section 203 of the DGCL

We will opt out of Section 203 of the DGCL. However, the Proposed Certificate of Incorporation will contain provisions that are similar to Section 203. Specifically, the Proposed Certificate of Incorporation will provide that, subject to certain exceptions, we will not be able to engage in a “business combination” with any “interested stockholder” for three years following the date that the person became an interested stockholder, unless the interested stockholder attained such status with the approval of our board of directors or unless the business combination is approved in a prescribed manner. A “business combination” includes, among other things, a merger or consolidation involving us and the “interested stockholder” and the sale of more than 10% of our assets. In general, an “interested stockholder” is any entity or person beneficially owning 15% or more of our outstanding voting stock and any entity or person affiliated with, or controlling or controlled by, such entity or person.

Limitations on Liability and Indemnification of Officers and Directors

The Proposed Certificate of Incorporation provides indemnification for our directors and officers to the fullest extent permitted by the Delaware General Corporation Law. Prior to the Closing, we intend to enter into indemnification agreements with each of our directors and executive officers that may, in some cases, be broader than the specific indemnification provisions contained under Delaware law. In addition, as permitted by Delaware law, the Proposed Certificate of Incorporation includes provisions that eliminate the personal liability of our directors for monetary damages resulting from breaches of certain fiduciary duties as a director. The effect of this provision is to restrict our rights and the rights of our stockholders in derivative suits to recover monetary damages against a director for breach of fiduciary duties as a director.

These provisions may be held not to be enforceable for violations of the federal securities laws of the United States.

Dissenters’ Rights of Appraisal and Payment

Under the DGCL, with certain exceptions, our stockholders will have appraisal rights in connection with a merger or consolidation of Presidio. Pursuant to the DGCL, stockholders who properly request and perfect appraisal rights in connection with such merger or consolidation will have the right to receive payment of the fair value of their shares as determined by the Delaware Court of Chancery.

Stockholders’ Derivative Actions

Under the DGCL, any of our stockholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the stockholder bringing the action is a holder of our shares at the time of the transaction to which the action relates or such stockholder’s stock thereafter devolved by operation of law.

Transfer Agent and Registrar

The transfer agent and registrar for our securities is Continental Stock Transfer & Trust Company.

Trading Symbol and Market

We intend to apply to list the Presidio Class A Common Stock and the warrants exercisable for Presidio Class A Common Stock on the NYSE or any successor thereof under the symbols “FTW” and “FTW WS,” respectively.

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SECURITIES ACT RESTRICTIONS ON RESALE OF PRESIDIO CLASS A COMMON STOCK

Pursuant to Rule 144 under the Securities Act (“Rule 144”), a person who has beneficially owned restricted Presidio Class A Common Stock for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been an affiliate of Presidio at the time of, or at any time during the three months preceding, a sale and (ii) Presidio is subject to the Exchange Act periodic reporting requirements for at least three months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the twelve months (or such shorter period as Presidio was required to file reports) preceding the sale.

Persons who have beneficially owned restricted shares of Presidio Class A Common Stock for at least six months but who are affiliates of Presidio at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of:

•        1% of the total number of Presidio Class A Common Stock then outstanding; or

•        the average weekly reported trading volume of Presidio Common Stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales by affiliates of Presidio under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about Presidio.

Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies

Rule 144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:

•        the issuer of the securities that was formerly a shell company has ceased to be a shell company;

•        the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

•        the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding twelve months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and

•        at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

As a result, the Sponsor will be able to sell its Presidio Class A Common Stock issuable upon conversion of its Presidio Class B Common Stock and Presidio private placement warrants, as applicable, pursuant to Rule 144 without registration one year after the Business Combination.

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STOCKHOLDER PROPOSALS AND NOMINATIONS

Stockholder Proposals

Presidio’s Proposed Bylaws establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders. Presidio’s Proposed Bylaws provide that the only business that may be conducted at an annual meeting of stockholders is business that is (i) specified in Presidio’s notice of such meeting (or any supplement thereto), (ii) by or at the direction of the Presidio Board (or any duly authorized committee thereof) or (iii) otherwise properly brought before such meeting by a stockholder who is a stockholder of record on the date of giving of the notice and on the record date for determination of stockholders entitled to vote at such meeting who has complied with the notice procedures specified in Presidio’s Proposed Bylaws. To be timely for Presidio’s annual meeting of stockholders, Presidio’s secretary must receive the written notice at Presidio’s principal executive offices:

•        not later than the close of business on the 90th day; and

•        not earlier than the 120th day before the one-year anniversary of the preceding year’s annual meeting.

In the event that no annual meeting was held in the previous year (as would be the case for Presidio’s 2026 annual meeting) or Presidio holds its annual meeting of stockholders more than 30 days before or 60 days after the one-year anniversary of a preceding year’s annual meeting, notice of a stockholder proposal must be received not earlier than the 120th day prior to the date of such annual meeting and not later than the close of business on the later of the close of business on the 90th day prior to the scheduled date of such annual meeting or the close of business on the 10th day following the day on which public announcement of the date of such meeting is first made. Nominations and proposals also must satisfy other requirements set forth in the Proposed Bylaws.

Under Rule 14a-8 of the Exchange Act, a shareholder proposal to be included in the proxy statement and proxy card for the 2026 annual general meeting pursuant to Rule 14a-8 must be received at our principal office a reasonable time before Presidio begins to print and send out its proxy materials for such 2026 annual meeting (and Presidio will publicly disclose such date when it is known).

Stockholder Director Nominees

Presidio’s Proposed Bylaws permit stockholders to nominate directors for election at an annual general meeting of stockholders. To nominate a director, the stockholder must provide the information required by Presidio’s Proposed Bylaws. In addition, the stockholder must give timely notice to Presidio’s secretary in accordance with Presidio’s Proposed Bylaws, which, in general, require that the notice be received by Presidio’s secretary within the time periods described above under “— Stockholder Proposals” for stockholder proposals.

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SHAREHOLDER COMMUNICATIONS

Shareholders and interested parties may communicate with the EQV Board, any committee chairperson or the non-management directors as a group by writing to the board or committee chairperson in care of EQV Ventures Acquisition Corp., 1090 Center Drive, Park City, UT 84098. Following the Business Combination, such communications should be sent in care of Presidio, 500 W. 7th Street, Suite 1500, Fort Worth, Texas 76102, Attention: Investor Relations. Each communication will be forwarded, depending on the subject matter, to the board of directors, the appropriate committee chairperson or all non-management directors.

LEGAL MATTERS

Kirkland & Ellis LLP, Houston, Texas has passed upon the validity of the securities of Presidio PubCo Inc. offered by this proxy statement/prospectus and certain other legal matters related to this proxy statement/prospectus.

EXPERTS

The financial statements of EQV Ventures Acquisition Corp. as of December 31, 2024 and for the period from April 15, 2024 (inception) through December 31, 2024 have been included herein in reliance upon the report of WithumSmith+Brown, PC, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of such firm as experts in accounting and auditing.

The financial statements of Presidio PubCo Inc. as of July 31, 2025 and for the period from July 30, 2025 (inception) through July 31, 2025 have been included herein in reliance upon the report of WithumSmith+Brown, PC, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of such firm as experts in accounting and auditing. The financial statements notes contain a paragraph describing conditions which raise substantial doubt about Presidio PubCo Inc.’s ability to continue as a going concern.

The audited consolidated financial statements of Presidio Investment Holdings LLC included in this proxy statement/prospectus and elsewhere in the registration statement have been so included in reliance upon the report of Grant Thornton LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing.

The financial statements of EQV Resources LLC included in this proxy statement/prospectus and elsewhere in the registration statement have been so included in reliance upon the report of Weaver and Tidwell, L.L.P., independent auditor, upon the authority of said firm as experts in accounting and auditing.

The estimates of total proved reserves and forecasts of economics attributable to Presidio Investment Holdings LLC ownership interests as of December 31, 2024, included in this proxy statement/prospectus and elsewhere in the registration statement were based upon a reserve report prepared by independent petroleum engineers, Cawley, Gillespie & Associates, Inc. We have included these estimates in reliance on the authority of such firm as an expert in such matters.

The estimates of total proved reserves and forecasts of economics attributable to EQV Resources LLC ownership interests as of December 31, 2024, included in this proxy statement/prospectus and elsewhere in the registration statement were based upon a reserve report prepared by independent petroleum engineers, Cawley, Gillespie & Associates, Inc. We have included these estimates in reliance on the authority of such firm as an expert in such matters.

DELIVERY OF DOCUMENTS TO SHAREHOLDERS

Pursuant to the rules of the SEC, EQV and services that it employs to deliver communications to its shareholders are permitted to deliver to two or more shareholders sharing the same address a single copy of each of EQV’s annual report to shareholders and EQV’s proxy statement. Upon written or oral request, EQV will deliver a separate copy of the annual report to shareholders and/or proxy statement to any shareholder at a shared address to which a single copy of each document was delivered and who wishes to receive separate copies of such documents. Shareholders receiving multiple copies of such documents may likewise request that EQV delivers single copies of such documents in the future. Shareholders receiving multiple copies of such documents may request that EQV delivers single copies of such documents in the future. Shareholders may notify EQV of their requests by writing to or by calling EQV at its principal executive offices at 1090 Center Drive, Park City, UT 84098 or (405) 870-3781.

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ENFORCEABILITY OF CIVIL LIABILITY

The Cayman Islands has a different body of securities laws as compared to the United States and provides less protection to investors. Additionally, Cayman Islands companies may not have standing to sue before the Federal courts of the United States.

As EQV is a Cayman Islands exempted company, if it does not change its jurisdiction of registration from the Cayman Islands to Delaware by effecting the Domestication, we have been advised by our Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

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WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE

EQV files reports, proxy statements and other information with the SEC as required by the Exchange Act. Such reports, proxy statements and other information contain business and financial information about EQV that is not included in this proxy statement/prospectus and is incorporated by reference herein. You may access information on EQV at the SEC website containing reports, proxy statements and other information at: http://www.sec.gov. Those filings are also available free of charge to the public on, or accessible through, EQV’s corporate website at www.eqvventures.com. EQV’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.

Presidio and PIH are not subject to Exchange Act reporting requirements and do not file reports, proxy statements or other information with the SEC. PIH maintains a website at https://bypresidio.com/. Information contained on or available through PIH’s website shall not be deemed to be incorporated in this proxy statement/prospectus and does not form a part of this proxy statement/prospectus.

Information and statements contained in this proxy statement/prospectus or any Annex to this proxy statement/prospectus are qualified in all respects by reference to the copy of the relevant contract or other Annex filed as an exhibit to the registration statement of which this proxy statement/prospectus forms a part, which includes exhibits incorporated by reference from other filings made with the SEC.

All information contained in this proxy statement/prospectus relating to EQV has been supplied by EQV, all such information relating to PIH has been supplied by PIH and all such information relating to Presidio has been supplied by Presidio. Information provided by one does not constitute any representation, estimate or projection of any other.

If you would like additional copies of this proxy statement/prospectus or if you have questions about the Business Combination, you should contact via phone or in writing:

Sodali & Co.
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Individuals call toll-free: (800) 662-5200
Banks and brokers call: (203) 658-9400
Email: EQV.info@investor.sodali.com

To obtain timely delivery of the documents, you must request them no later than five business days before the date of the meeting, or no later than February 20, 2026.

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INDEX TO FINANCIAL STATEMENTS

EQV VENTURES ACQUISITION CORP.

		Page
Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024		F-3
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025, for the Three Months Ended September 30, 2024 and for the Period from April 15, 2024 (Inception) through September 30, 2024 (Unaudited)		F-4
Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended September 30, 2025, for the Three Months Ended September 30, 2024 and for the Period from April 15, 2024 (Inception) through September 30, 2024 (Unaudited)		F-5
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and for the Period from April 15, 2024 (Inception) through September 30, 2024 (Unaudited)		F-6
Notes to Condensed Consolidated Financial Statements (Unaudited)		F-7

Report of Independent Registered Public Accounting Firm (PCAOB ID: 100)		F-27
Financial Statements:
Balance Sheet		F-28
Statement of Operations		F-29
Statement of Changes in Shareholders’ Deficit		F-30
Statement of Cash Flows		F-31
Notes to Financial Statements		F-32

PRESIDIO INVESTMENT HOLDINGS LLC

		Page
Unaudited Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024		F-47
Unaudited Condensed Consolidated Statements of Operations for the Nine Months Ended September 30, 2025 and September 30, 2024		F-48
Unaudited Condensed Consolidated Statements of Members’ Deficit for the Nine Months Ended September 30, 2025 and September 30, 2024		F-49
Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and September 30, 2024		F-50
Notes to Unaudited Condensed Consolidated Financial Statements		F-51
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248)		F-66
Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023		F-67
Consolidated Statements of Operations for the Years Ended December 31, 2024 and December 31, 2023		F-68
Consolidated Statements of Members’ Deficit for the Years ended December 31, 2024 and December 31, 2023		F-69
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and December 31, 2023		F-70
Notes to Consolidated Financial Statements		F-71

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PRESIDIO PUBCO INC.

		Page
Unaudited Condensed Balance Sheet as of September 30, 2025		F-94
Unaudited Condensed Statement of Operations for the Period from July 30, 2025 (Inception) Through September 30, 2025		F-95
Unaudited Condensed Statement of Changes in Stockholder’s Deficit for the Period from July 30, 2025 (Inception) Through September 30, 2025		F-96
Unaudited Condensed Statement of Cash Flows for the Period from July 30, 2025 (Inception) Through September 30, 2025		F-97
Notes to Condensed Financial Statements for the Period from July 30, 2025 (Inception) Through September 30, 2025		F-98
Report of Independent Registered Public Accounting Firm (PCAOB ID: 100)		F-105
Balance Sheet as of July 31, 2025		F-106
Statement of Operations for the Period from July 30, 2025 (Inception) Through July 31, 2025		F-107
Statement of Changes in Stockholder’s Deficit for the Period from July 30, 2025 (Inception) Through July 31, 2025		F-108
Statement of Cash Flows for the Period from July 30, 2025 (Inception) Through July 31, 2025		F-109
Notes to Financial Statements for the Period from July 30, 2025 (Inception) Through July 31, 2025		F-110

EQV RESOURCES LLC

		Page
Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024 (Audited)		F-116
Unaudited Statements of Operations for the Nine Months Ended September 30, 2025 and September 30, 2024		F-117
Statements of Member’s Equity as of December 31, 2023 (Audited), September 30, 2024 (Unaudited), December 31, 2024 (Audited) and September 30, 2025 (Unaudited)		F-118
Unaudited Statements of Cash Flows for the Nine Months Ended September 30, 2025 and September 30, 2024		F-119
Notes to Unaudited Financial Statements		F-120
Independent Auditor’s Report (PCAOB ID Number 410)		F-130
Audited Balance Sheets as of December 31, 2024 and December 31, 2023		F-132
Audited Statements of Operations for the Year Ended December 31, 2024 and Period from Inception (September 5, 2023) to December 31, 2023		F-133
Audited Statements of Changes in Member’s Equity for the Year Ended December 31, 2024 and Period from Inception (September 5, 2023) to December 31, 2023		F-134
Audited Statements of Cash Flows for the Year Ended December 31, 2024 and Period from Inception (September 5, 2023) to December 31, 2023		F-135
Notes to Financial Statements		F-136

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EQV VENTURES ACQUISITION CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS

		September 30, 2025				December 31, 2024
		(Unaudited)
Assets:
Current assets
Cash and cash equivalents		$	40,655			$	973,483
Short term prepaid insurance			97,903				117,484
Prepaid expenses			27,079				42,771
Total current assets			165,637				1,133,738
Investments held in the trust account			367,011,398				356,361,121
Long term prepaid insurance			—				68,532
Total Assets		$	367,177,035			$	357,563,391
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:
Current liabilities
Accrued offering costs		$	—			$	60,000
Accrued expenses			7,175,838				223,512
Cash underwriting fee payable			52,083				468,750
Subscription agreement liability			191,000				—
Total current liabilities			7,418,921				752,262
Deferred legal fees			746,370				746,370
Deferred underwriting fee			12,250,000				12,250,000
Total Liabilities			20,415,291				13,748,632
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, 35,000,000 shares at a redemption value of approximately $10.48 and $10.18 per share at September 30, 2025 (Unaudited) and December 31, 2024, respectively			366,880,445				356,222,955
Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; 0 shares issued or outstanding			—				—
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; 822,500 shares issued and outstanding (excluding 35,000,000 shares subject to possible redemption) at September 30, 2025 and December 31, 2024			82				82
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 8,750,000 shares issued and outstanding at September 30, 2025 and December 31, 2024			875				875
Additional paid-in capital			—				—
Accumulated deficit			(20,119,658	)			(12,409,153	)
Total Shareholders’ Deficit			(20,118,701	)			(12,408,196	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit		$	367,177,035			$	357,563,391

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

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EQV VENTURES ACQUISITION CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

		For the Three Months Ended September 30, 2025				For the Three Months Ended September 30, 2024				For the Nine Months Ended September 30, 2025				For the Period from April 15, 2024 (inception) through September 30, 2024
General and administrative costs		$	6,877,248			$	332,208			$	8,721,622			$	379,124
Loss from operations			(6,877,248	)			(332,208	)			(8,721,622	)			(379,124	)
Other Income (Expense)
Change in fair value of over-allotment liability			—				598,539				—				598,539
Subscription agreement expense			(191,000	)			—				(191,000	)			—
Interest income from bank account			2,122				—				17,952				—
Interest earned on investments held in the trust account			4,029,558				2,695,023				11,841,655				2,695,023
Total other income (expense)			3,840,680				3,293,562				11,668,607				3,293,562
Net Income (Loss)		$	(3,036,568	)		$	2,961,354			$	2,946,985			$	2,914,438
Basic and diluted weighted average shares outstanding, Class A redeemable shares			35,822,500				20,930,467				35,822,500				11,375,432
Basic and diluted net income (loss) per share		$	(0.07	)		$	0.10			$	0.07			$	0.14
Basic and diluted weighted average shares outstanding, Class A and B non-redeemable shares			8,750,000				8,750,000				8,750,000				8,750,000
Basic and diluted net income (loss) per share		$	(0.07	)		$	0.10			$	0.07			$	0.14

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F-4

Table of Contents

EQV VENTURES ACQUISITION CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
(UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

		Class A Ordinary Shares					Class B Ordinary Shares					Additional Paid-in Capital			Accumulated Deficit				Total Shareholders’ Deficit
		Shares		Amount			Shares		Amount
Balance – December 31, 2024		822,500		$	82		8,750,000		$	875		$	—		$	(12,409,153	)		$	(12,408,196	)
Accretion for Class A ordinary shares to redemption amount		—			—		—			—			—			(3,483,209	)			(3,483,209	)
Net income		—			—		—			—			—			3,258,178				3,258,178
Balance – March 31, 2025 (unaudited)		822,500		$	82		8,750,000		$	875		$	—		$	(12,634,184	)		$	(12,633,227	)
Accretion for Class A ordinary shares to redemption amount		—			—		—			—			—			(3,547,678	)			(3,547,678	)
Net income		—			—		—			—			—			2,725,375				2,725,375
Balance – June 30, 2025 (unaudited)		822,500		$	82		8,750,000		$	875		$	—		$	(13,456,487	)		$	(13,455,530	)
Accretion for Class A ordinary shares to redemption amount		—			—		—			—			—			(3,626,603	)			(3,626,603	)
Net loss		—			—		—			—			—			(3,036,568	)			(3,036,568	)
Balance – September 30, 2025 (unaudited)		822,500		$	82		8,750,000		$	875		$	—		$	(20,119,658	)		$	(20,118,701	)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND
FOR THE PERIOD FROM APRIL 15, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2024

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Filing: DEFM14A - EQV Ventures Acquisition Corp. (EQV,FTW)
Accession Number: 0001213900-26-010279

		Class A Ordinary Shares					Class B Ordinary Shares								Additional Paid-in Capital				Accumulated Deficit				Total Shareholders’ Deficit
		Shares		Amount			Shares				Amount
Balance – April 15, 2024 (inception)		—		$	—		$	—			$	—			$	—			$	—			$	—
Issuance of Class B ordinary shares to Sponsor (defined in Note 1)		—			—			10,062,500				1,006				23,994				—				25,000
Issuance of Class A ordinary shares to non-executive director nominees		160,000			16			—				—				382				—				398
Net loss		—			—			—				—				—				(46,916	)			(46,916	)
Balance – June 30, 2024 (unaudited)		160,000		$	16			10,062,500			$	1,006			$	24,376			$	(46,916	)		$	(21,518	)
Sale of 662,500 Private Placement Units		662,500			66			—				—				6,624,934				—				6,625,000
Fair value of Public Warrants (defined in Note 3) at issuance		—			—

FAQ

What is EQV (symbol EQV) asking shareholders to approve in this proxy?

EQV seeks approval of its business combination with Presidio, domestication to Delaware, new governing documents, stock issuances and a 2026 equity incentive plan. Shareholders will also vote on advisory governance changes and a possible adjournment of the extraordinary general meeting.

How much new capital will the EQV–Presidio business combination raise?

The deal combines EQV’s trust cash with a PIPE and preferred financing. As of January 8, 2026, the trust held about $370,528,054, supplemented by an $87.5 million PIPE at $10.00 per share and roughly $123.75 million of Series A preferred equity.

How will ownership of Presidio look after the EQV merger under different redemption scenarios?

Public shareholders’ stake depends on redemptions. They are projected to own 57.08% of Presidio Class A stock with no redemptions and 12.55% under the maximum contractual redemption scenario, with the sponsor, PIPE investors, PIH rollover holders and EQVR Intermediate holding the remainder.

What redemption rights do EQV public shareholders have for their Class A shares?

Public holders may redeem Class A shares for cash equal to their pro rata share of the trust. For illustration, this was about $10.59 per share as of January 8, 2026, subject to a 15% cap per holder group without EQV’s prior consent.

What is the role of PIPE and preferred investors in the EQV–Presidio transaction?

PIPE investors provide common equity while preferred investors supply structured capital and warrants. PIPE investors subscribe for 8,750,000 Presidio Class A shares at $10.00, while preferred investors purchase 125,000 preferred shares plus 937,500 penny‑exercise warrants for about $123.75 million in cash.

How is the EQV sponsor compensated in the Presidio business combination?

The sponsor’s economics are primarily in equity and warrants. It expects up to 7,622,037 Presidio Class A shares from Class B conversions, 400,000 Class A shares and 133,333 private placement warrants, plus earn‑out and lock‑up arrangements, all detailed as potential conflicts of interest.

What minimum cash condition must be satisfied for the EQV–Presidio merger to close?

The business combination requires Available Cash of at least $140,197,687 at closing. Based on trust funds, the $87.5 million PIPE and roughly $123.75 million preferred financing, the companies state this threshold could be met even if all 35,000,000 public shares are redeemed.