EQV Ventures Acquisition Corp. 8-K

What Happened EQV Ventures Acquisition Corp. (EQV) filed an 8‑K on Feb. 24, 2026 reporting two material agreements tied to its proposed business combination. On Feb. 23, 2026 EQV and its sponsor entered a Non‑Redemption Agreement with Fort Baker Capital Management LP under which Fort Baker agreed not to redeem (or to rescind redemption of) up to 751,880 Class A ordinary shares; in return the sponsor will assign up to 117,686 Class A ordinary shares to Fort Baker for no additional consideration. On the same date EQV, Presidio PubCo Inc. (Presidio) and Presidio Investment Holdings LLC (PIH) entered a Securities Purchase Agreement with Adage Capital Partners, L.P. under which Adage will buy 27,173 Series B perpetual participating convertible preferred shares of Presidio for $25,000,000 (each convertible into 100 Presidio Class A common shares). Both transactions are expected to close substantially concurrently with the Business Combination and the securities will be issued in reliance on private‑placement exemptions.

Key Details

• Non‑Redemption Agreement (Feb. 23, 2026): Fort Baker agrees not to redeem up to 751,880 Class A ordinary shares; sponsor assigns up to 117,686 Class A ordinary shares to Fort Baker at no additional cost.
• Preferred Investment (Feb. 23, 2026): Adage will purchase 27,173 Series B preferred shares for $25,000,000. Each Series B preferred converts into 100 Presidio Class A common shares (total potential common on conversion = 2,717,300 shares).
• Presidio will use commercially reasonable efforts to register the underlying common shares for resale within 45 days of closing.
• Securities issued are unregistered and will rely on Section 4(a)(2)/Regulation D exemptions; closings are conditioned on the Business Combination closing.
• Press release announcing these items and a potential transaction with Vortus Investments was issued Feb. 24, 2026.

Why It Matters These agreements affect the cash and capitalization around the planned Business Combination. The non‑redemption commitment can reduce redemptions and therefore increase the cash that remains in EQV’s trust account at closing. The $25M preferred investment provides additional funding for the transaction and general corporate purposes but creates potential future dilution because each preferred share converts into 100 common shares. Both items are conditional on completing the Business Combination and are being executed as private placements, which limits public disclosure and resale until registration or other transferability steps occur. Retail investors should review the proxy/prospectus and Registration Statement filed with the SEC for full details before voting or making investment decisions.