Business Context and Reporting Period
Company: EQV Ventures Acquisition Corp. II (EVAC)
Filing Type: Form 10-K (Annual Report)
Reporting Period: Fiscal year ended December 31, 2025
Business Overview: EQV Ventures Acquisition Corp. II is a Cayman Islands exempted company formed as a Special Purpose Acquisition Company (SPAC). It has no operating history and has not generated any operating revenue. The company intends to effect an initial business combination with one or more businesses, primarily targeting the upstream exploration and production sector of the energy industry. The company is classified as a "shell company" and an "emerging growth company."
Capitalization 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. Simultaneously, it completed private placements with the Sponsor and underwriter (BTIG) totaling approximately $7.88 million.
Key Financial Metrics
| Metric | Value (as of Dec 31, 2025) |
|---|---|
| Net Income | $8,916,352 |
| Operating Costs | $742,266 |
| Interest Income (Trust Account) | $9,517,981 |
| Trust Account Balance | $469,017,981 |
| Cash (Outside Trust) | $1,092,055 |
| Deferred Underwriting Fees | $17,100,000 |
| Class A Shares (Subject to Redemption) | 46,000,000 |
| Class B Founder Shares | 11,500,000 |
Material Changes vs. Prior Period
The reporting period represents the company's first full fiscal year following its inception on September 9, 2024, and the consummation of its IPO in July 2025. Consequently, there are no prior comparable periods for operating results.
- Revenue: No operating revenue was generated in 2025 or the prior period. Income is derived solely from interest earned on the Trust Account.
- Profitability: The company reported a net income of $8.9 million for 2025, compared to a net loss of $57,191 for the period from inception through December 31, 2024. The 2025 income is primarily driven by interest income on the $460 million held in the Trust Account.
- Liquidity: Cash and cash equivalents increased from $0 to $1.09 million outside the Trust Account. Total assets increased from $362,828 to $470.3 million, driven by the IPO proceeds deposited into the Trust Account.
- Share Structure: Following the IPO and partial exercise of the over-allotment option, 575,000 Founder Shares were forfeited, resulting in 11,500,000 Class B shares outstanding.
Guidance, Outlook, Risks, and Contingencies
Outlook and Timeline: The company has 24 months from the closing of the IPO (July 3, 2025) to consummate an initial business combination. If a combination is not completed within this period (unless extended by shareholder vote), the company will liquidate and redeem public shares for a pro rata portion of the Trust Account, currently approximately $10.19 per share.
Management Commentary: Management intends to focus on the energy industry, specifically upstream exploration and production. They plan to utilize the Trust Account proceeds, private placement proceeds, and potential additional financing to complete a transaction. The company expects to incur significant costs in pursuing acquisition plans.
Key Risks:
- Failure to Complete Business Combination: If the company fails to complete a transaction within the 24-month window, public shareholders will receive their pro rata share of the Trust Account, and founder shares/warrants may become worthless.
- Redemption Risk: Significant redemptions by public shareholders could reduce the cash available for the transaction, potentially forcing the company to seek additional financing or abandon a deal.
- Geopolitical and Market Risks: The filing highlights risks related to the Russia-Ukraine conflict, Middle East tensions, inflation, and interest rates, which could impact the ability to find targets or the valuation of energy assets.
- Conflicts of Interest: The Sponsor and management team have fiduciary duties to other entities (EQV Group) and may prioritize opportunities for those entities over the SPAC.
- Trust Account Claims: While the Sponsor has agreed to indemnify the Trust Account against certain third-party claims, there is no guarantee the Sponsor has sufficient assets to satisfy such obligations, which could reduce the redemption value below $10.00 per share.
Important Facts for Investor Verification
- Trust Account Balance: Verify the current balance of the Trust Account ($469.0 million as of Dec 31, 2025) and the per-share redemption value, which fluctuates with interest income and permitted withdrawals.
- Extension Provisions: Confirm the specific terms and shareholder approval requirements for extending the 24-month deadline to complete a business combination.
- Deferred Underwriting Fees: Note the $17.1 million deferred fee payable only upon the successful completion of a business combination; this liability is recorded on the balance sheet.
- Founder Share Forfeiture: Verify the final count of Class B shares (11.5 million) after the forfeiture of 575,000 shares due to the partial exercise of the over-allotment option.
- Related Party Transactions: Review the $40,000 monthly administrative fee paid to the Sponsor and the potential for Working Capital Loans (up to $1.5 million convertible to units) to fund operations.
- Warrant Terms: Understand that public warrants are exercisable at $11.50 per share and may be redeemed by the company if the share price exceeds $18.00 for 20 trading days within a 30-day period.