Business Context and Reporting Period
Company: EQV Ventures Acquisition Corp. II (EVAC)
Filing Type: Form 10-Q (Quarterly Report)
Reporting Period: Three months ended March 31, 2026
Business Overview: The Company is a Cayman Islands exempted company formed as a "blank check" SPAC to effect a business combination. As of the reporting date, the Company has not commenced operations. Its primary activities involve identifying a target for acquisition and managing funds held in a Trust Account. The Company completed its Initial Public Offering (IPO) on July 3, 2025, raising $460 million in gross proceeds.
Key Financial Metrics
| Metric | Q1 2026 | Q1 2025 |
|---|---|---|
| Net Income (Loss) | $3,886,445 | $(774) |
| Operating Expenses (G&A) | $427,850 | $774 |
| Interest Income (Trust Account) | $4,302,685 | $0 |
| Cash and Cash Equivalents | $1,471,027 | $5,190 |
| Investments in Trust Account | $472,820,666 | $0 |
| Total Assets | $474,419,645 | $0 |
| Total Liabilities | $18,396,860 | $0 |
| Deferred Underwriting Fees | $17,100,000 | $0 |
| Class A Shares Subject to Redemption | 46,000,000 shares ($10.27/share) | N/A |
| Net Cash Used in Operating Activities | $(121,028) | $(34,889) |
Material Changes vs. Prior Period
- Revenue and Profitability: The Company reported a net income of $3.9 million for Q1 2026, a significant shift from the net loss of $774 in Q1 2025. This change is driven entirely by interest income earned on the Trust Account ($4.3 million), as the Company has no operating revenue.
- Balance Sheet Growth: Total assets increased from negligible amounts in Q1 2025 to $474.4 million in Q1 2026, primarily due to the $460 million IPO proceeds deposited into the Trust Account in July 2025.
- Liabilities: Current liabilities increased to $264,756 (up from $152,214 at year-end 2025), driven by accrued expenses. Non-current liabilities include $17.1 million in deferred underwriting fees payable upon a successful business combination.
- Cash Position: Operating cash balance grew to $1.47 million, supported by a $500,000 withdrawal from the Trust Account for working capital purposes during the quarter.
Outlook, Risks, and Management Commentary
- Combination Period: The Company has 24 months from the IPO closing (July 3, 2025) to complete a business combination. If unsuccessful, the Company will liquidate and redeem public shares.
- Liquidity: Management believes current cash and working capital are sufficient to fund operations for at least one year. The Sponsor has agreed to provide working capital loans if necessary, up to $1.5 million, which may be convertible into units.
- Redemption Rights: Public shareholders may redeem their shares for a pro-rata portion of the Trust Account (approx. $10.27 per share as of March 31, 2026) upon the consummation of a business combination or liquidation.
- Risk Factors: The filing highlights risks associated with geopolitical instability (Russia-Ukraine conflict, Middle East tensions) which could impact capital markets and the ability to find a target. There is no assurance a business combination will be completed.
- Warrants: 15,333,333 Public Warrants and 262,619 Private Placement Warrants are outstanding, exercisable at $11.50 per share. Warrants may expire worthless if no combination occurs.
Investor Verification Checklist
- Trust Account Balance: Verify the current balance of $472.8 million and the per-share redemption value of $10.27.
- Deferred Fees: Confirm the $17.1 million deferred underwriting fee obligation and the conditions for its payment.
- Combination Deadline: Note the 24-month deadline (approx. July 2027) to complete a merger or face liquidation.
- Related Party Transactions: Review the $40,000 monthly administrative fee paid to the Sponsor and the status of any working capital loans (currently $0 outstanding).
- Share Structure: Confirm the 20% ownership stake held by the Sponsor via Class B shares (11.5 million shares) and the potential dilution from warrant exercises.