Business Context and Reporting Period
Company: EQV Ventures Acquisition Corp. II (EVAC)
Filing Type: Form 10-Q (Quarterly Report)
Reporting Period: Quarter and six months ended June 30, 2026
Business Overview: The Company is a Cayman Islands exempted company formed as a "blank check" SPAC to effect a business combination. It has not commenced operations and generates no operating revenue. Its primary activity is identifying a target for merger. The Company completed its Initial Public Offering (IPO) on July 3, 2025, raising $460 million in gross proceeds, with funds held in a Trust Account.
Key Financial Metrics
| Metric | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
|---|---|---|
| Net Income (Loss) | $7,879,988 | $(49,377) |
| Operating Expenses (G&A) | $782,993 | $49,377 |
| Interest Income (Trust Account) | $8,641,405 | $0 |
| Cash and Cash Equivalents (Operating) | $1,112,509 | $4,921 |
| Cash Held in Trust Account | $477,159,386 | $0 (IPO not yet closed) |
| Total Assets | $478,423,347 | $0 (Pre-IPO) |
| Deferred Underwriting Fees | $17,100,000 | $0 |
| Shares Outstanding (Class A) | 46,947,857 | 160,000 |
| Shares Outstanding (Class B) | 11,500,000 | 10,500,000 |
Material Changes vs. Prior Period
- Revenue and Profitability: The Company transitioned from a net loss of $49,377 in the prior year period to a net income of $7.88 million. This shift is entirely driven by interest income earned on the Trust Account ($8.64 million), as the Company has no operating revenue.
- Operating Expenses: General and administrative costs increased significantly to $782,993 from $49,377, reflecting the costs of being a public company and the search for a business combination post-IPO.
- Liquidity: Cash held in the Trust Account grew to $477.16 million, up from zero in the prior period, following the July 2025 IPO. Operating cash increased to $1.11 million.
- Capital Structure: The Company now has 46 million Class A shares subject to possible redemption and 11.5 million Class B founder shares outstanding, compared to minimal pre-IPO capitalization in 2025.
Outlook, Risks, and Management Commentary
- Going Concern: Management has concluded that substantial doubt exists regarding the Company's ability to continue as a going concern. The Company must complete a business combination or obtain an extension by July 3, 2027 (24 months from IPO). If not, it must liquidate.
- Liquidity Strategy: The Company has $1.11 million in operating cash and may withdraw up to $1 million annually in interest from the Trust Account for working capital and taxes. $500,000 has already been withdrawn year-to-date. Sponsor loans are available but not currently outstanding.
- Deferred Fees: A deferred underwriting fee of $17.1 million is payable only upon the successful completion of a business combination.
- Risk Factors: Risks include geopolitical instability (Russia-Ukraine, Middle East conflicts) affecting capital markets, the inability to find a suitable target, and the mandatory liquidation if the combination deadline is missed.
- Recent Developments: Derek Rush was appointed to the Board of Directors and Audit Committee in July 2026.
Investor Verification Checklist
- Trust Account Balance: Verify the $477.16 million balance and the composition of interest income ($17.16 million accrued to date) to ensure redemption value per share remains near $10.36.
- Combination Deadline: Confirm the July 3, 2027 deadline for completing a business combination and monitor for any extension proposals.
- Operating Burn Rate: Review the $783k G&A expense for the six-month period to assess if the $1.11 million operating cash balance is sufficient to reach the deadline without additional sponsor loans.
- Deferred Underwriting Liability: Note the $17.1 million deferred fee obligation contingent on a successful merger.
- Share Redemption: Monitor the 46 million Class A shares subject to redemption and the potential impact of redemptions on the post-merger capital structure.