Business Context and Reporting Period
Company: EQV Ventures Acquisition Corp. II (EVACU/EVAC/EVACW)
Reporting Period: Quarter ended June 30, 2025 (Unaudited)
Status: Cayman Islands exempted company formed on September 9, 2024, as a blank check company (SPAC) for the purpose of effecting a business combination. As of the balance sheet date, the Company had not commenced operations.
Key Subsequent Event: The Company consummated its Initial Public Offering (IPO) on July 3, 2025, selling 46,000,000 Units at $10.00 per Unit, generating gross proceeds of $460,000,000.
Key Financial Metrics
| Metric | Value (as of June 30, 2025) |
|---|---|
| Cash and Cash Equivalents | $4,921 |
| Total Assets | $1,292,568 |
| Total Liabilities | $1,373,736 |
| Shareholders' Deficit | $(81,168) |
| Net Loss (3 Months Ended June 30, 2025) | $(48,603) |
| Net Loss (6 Months Ended June 30, 2025) | $(49,377) |
| Net Cash Used in Operating Activities (6 Months) | $(35,489) |
| Deferred Offering Costs | $1,285,678 |
| Promissory Note (Related Party) | $236,000 |
Material Changes vs. Prior Period
- Assets: Total assets increased from $362,828 (Dec 31, 2024) to $1,292,568 (June 30, 2025), driven primarily by an increase in deferred offering costs from $362,828 to $1,285,678.
- Liabilities: Total liabilities increased from $394,619 to $1,373,736. This includes a new promissory note from a related party of $236,000 and accrued offering costs rising to $1,090,088.
- Equity: Shareholders' deficit widened from $(31,791) to $(81,168) due to accumulated operating losses.
- Share Capital: Class B ordinary shares increased to 12,075,000 following a share recapitalization on July 1, 2025 (retrospectively restated in the filing).
Outlook, Risks, and Management Commentary
- Liquidity: As of June 30, 2025, the Company had a working capital deficit of $1,366,846. Liquidity was funded by a promissory note from the Sponsor. Management believes funds raised in the subsequent IPO (July 3, 2025) are sufficient to finance working capital needs for one year.
- Trust Account: Following the July 3, 2025 IPO, $460,000,000 was placed in a Trust Account. The Company has 24 months from the IPO closing to complete a business combination.
- Transaction Costs: Total transaction costs for the IPO amounted to $24,491,891, including $5,878,570 in cash underwriting fees and $17,100,000 in deferred underwriting fees.
- Risks: The filing highlights risks associated with geopolitical instability (Russia-Ukraine, Israel-Hamas conflicts) affecting global markets. There is no assurance a business combination will be completed.
- Related Party Transactions: The Company entered into an agreement to pay the Sponsor's affiliate $40,000 monthly for administrative support commencing July 1, 2025.
Investor Verification Checklist
- IPO Closing Confirmation: Verify the final closing details of the July 3, 2025 IPO, including the exact number of units sold and the final amount deposited in the Trust Account.
- Over-Allotment Status: Confirm the final exercise status of the underwriters' over-allotment option (partially exercised for 4,000,000 units; 2,300,000 units remain available for 45 days).
- Deferred Fees: Review the terms of the $17,100,000 deferred underwriting fee payable upon business combination.
- Share Forfeiture: Monitor the status of the 575,000 Class B founder shares subject to forfeiture if the remaining over-allotment option is not exercised.
- Going Concern: Assess the Company's ability to fund operations post-IPO without additional financing, given the pre-IPO working capital deficit.