Form 10-Q - Quarterly report [Sections 13 or 15(d)]

September 30,
2024

Cash equivalents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended September 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-42207

EQV Ventures Acquisition Corp.

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands		98-1786998
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1090 Center Drive, Park City, Utah		84098
(Address of principal executive offices)		(Zip Code)

(405) 870-3781

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value per share, and one-third of one redeemable warrant	EQVU	New York Stock Exchange
Class A Ordinary Shares, par value $0.0001 per share	EQV	New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	EQVW	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of November 12, 2024, there were 35,822,500 Class A ordinary shares, $0.0001 par value and 8,750,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.

EQV VENTURES ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2024

TABLE OF CONTENTS

		Page
Part I. Financial Information
Item 1. Interim Financial Statements		1
Condensed Balance Sheet as of September 30, 2024 (Unaudited)		1
Condensed Statements of Operations For the Three Months Ended September 30, 2024 and For the Period from April 15, 2024 (Inception) Through September 30, 2024 (Unaudited)		2
Condensed Statements of Changes in Shareholders’ Deficit For the Three Months Ended September 30, 2024 and For the Period from April 15, 2024 (Inception) Through September 30, 2024 (Unaudited)		3
Condensed Statement of Cash Flows for the Period from April 15, 2024 (Inception) Through September 30, 2024 (Unaudited)		4
Notes to Condensed Financial Statements (Unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
Item 3. Quantitative and Qualitative Disclosures About Market Risk		20
Item 4. Controls and Procedures		20
Part II. Other Information
Item 1. Legal Proceedings		21
Item 1A. Risk Factors		21
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		21
Item 3. Defaults Upon Senior Securities		21
Item 4. Mine Safety Disclosures		21
Item 5. Other Information		21
Item 6. Exhibits		22
Signatures		23

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

EQV VENTURES ACQUISITION CORP.

CONDENSED BALANCE SHEET

SEPTEMBER 30, 2024

(UNAUDITED)

Assets:
Current assets
Cash and cash equivalents	$	875,919
Short Term prepaid insurance		117,484
Prepaid expenses		55,379
Total current assets		1,048,782
Cash held in Trust Account (defined in Note 1)		352,575,810
Long Term prepaid insurance		97,903
Total Assets	$	353,722,495

Liabilities and Shareholders’ Deficit:
Current liabilities
Accrued offering costs	$	60,000
Accrued expenses		220,434
Cash underwriting fee payable		572,917
Total current liabilities		853,351
Deferred legal fees		746,370
Deferred underwriting fee		12,250,000
Total Liabilities		13,849,721

Commitments and Contingencies
Class A ordinary shares subject to possible redemption, 35,000,000 shares at redemption value of $10.07 per share		352,425,522

Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; 822,500 shares issued and outstanding (excluding 35,000,000 shares subject to possible redemption)		82
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 8,750,000 shares issued and outstanding		875
Additional paid-in capital		—
Accumulated deficit		(12,553,705	)
Total Shareholders’ Deficit		(12,552,748	)
Total Liabilities and Shareholders’ Deficit	$	353,722,495

The accompanying notes are an integral part of the unaudited condensed financial statements.

EQV VENTURES ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended September 30,			For the Period from April 15, 2024 (Inception) Through September 30,
	2024			2024
General and administrative costs	$	332,208		$	379,124
Loss from operations		(332,208	)		(379,124	)

Other income:
Change in fair value of over-allotment liability		598,539			598,539
Interest earned on marketable securities held in Trust Account		2,695,023			2,695,023
Total other income, net		3,293,562			3,293,562
Net income	$	2,961,354		$	2,914,438

Weighted average shares outstanding of Class A ordinary shares		20,930,467			11,375,432
Basic and diluted net income per ordinary share, Class A ordinary shares	$	0.10		$	0.14

Weighted average shares outstanding of Class B ordinary shares		8,750,000			8,750,000
Basic and diluted net income per ordinary share, Class B ordinary shares	$	0.10		$	0.14

The accompanying notes are an integral part of the unaudited condensed financial statements.

EQV VENTURES ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND

FOR THE PERIOD FROM APRIL 15, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2024

	Class A Ordinary Shares				Class B Ordinary Shares						Additional Paid-in			Accumulated			Total Shareholders’
	Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
Balance — April 15, 2024 (inception)		—	$	—		—		$	—		$	—		$	—		$	—

Issuance of Class B ordinary shares to Sponsor (defined in Note 1)		—		—		10,062,500			1,006			23,994			—			25,000

Issuance of Class A ordinary shares to non-executive director nominees		160,000		16		—			—			382			—			398

Net loss		—		—		—			—			—			(46,916	)		(46,916	)

Balance – June 30, 2024		160,000	$	16		10,062,500		$	1,006		$	24,376		$	(46,916	)	$	(21,518	)

Sale of 662,500 Private Placement Units		662,500		66		—			—			6,624,934			—			6,625,000

FV of Public Warrants (defined in Note 3) at issuance		—		—		—			—			2,100,000			—			2,100,000

Forfeiture of founder shares		—		—		(1,312,500	)		(131	)		131			—			—

Allocated value of transaction costs to Class A shares		—		—		—			—			(176,588	)		—			(176,588	)

Accretion for Class A ordinary shares to redemption amount		—		—		—			—			(8,572,853	)		(15,468,143	)		(24,040,996	)

Net Income		—		—		—			—			—			2,961,354			2,961,354

Balance – September 30, 2024		822,500	$	82		8,750,000		$	875		$	—		$	(12,553,705	)	$	(12,552,748	)

The accompanying notes are an integral part of the unaudited condensed financial statements.

EQV VENTURES ACQUISITION CORP.

CONDENSED STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM APRIL 15, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2024

(UNAUDITED)

Cash Flows from Operating Activities:
Net Income	$	2,914,438
Adjustments to reconcile net income to net cash used in operating activities:
Operating costs paid by Sponsor in exchange for issuance of Class B founder shares		25,000
Interest expenses (earned) on marketable securities held in Trust Account		(2,695,023	)
Change in fair value of over-allotment liability		(598,539	)
Changes in operating assets and liabilities:
Prepaid expenses		(55,379	)
Short Term prepaid insurance		(117,484	)
Long Term prepaid insurance		(97,903	)
Accrued expenses		220,434
Net cash used in operating activities		(404,456	)

Cash Flows from Investing Activities:
Investment of cash into Trust Account		(350,000,000	)
Cash withdrawn from Trust Account for working capital purposes		119,213
Net cash used in investing activities		(349,880,787	)

Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		345,322,917
Proceeds from sale of Private Placement Units		6,625,000
Issuance of Class A shares to non-executive director nominees		398
Proceeds from promissory note - related party		269,840
Repayment of promissory note - related party		(269,840	)
Payment of offering costs		(787,153	)
Net cash provided by financing activities		351,161,162

Net change in cash and cash equivalents		875,919
Cash and cash equivalents – End of period	$	875,919

Noncash investing and financing activities:
Offering costs included in accrued offering costs	$	60,000
Deferred underwriting fee payable	$	12,250,000
Forfeiture of founder shares	$	131
Write off of over-allotment liability	$	598,539
Deferred legal fee payable	$	746,370

The accompanying notes are an integral part of the unaudited condensed financial statements.

EQV VENTURES ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(Unaudited)

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

EQV Ventures Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on April 15, 2024. The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”).

The Company is not limited to a particular or geographic region for purposes of consummating a Business Combination. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of September 30, 2024, the Company had not commenced any operations. All activity for the period from April 15, 2024 (inception) through September 30, 2024 relates to the Company’s formation and its initial public offering (the “Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company anticipates it will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s Initial Public Offering was declared effective on August 6, 2024. On August 8, 2024, the Company consummated the Initial Public Offering of 35,000,000 units, each consisting of one Class A ordinary share and one-third of one redeemable warrant (the “Units” and, with respect to the Class A ordinary shares included in the Units, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $350,000,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of (i) 400,000 units, each consisting of one Class A ordinary share and one-third of one redeemable warrant (the “Sponsor Private Placement Units”), at a price of $10.00 per Sponsor Private Placement Unit in a private placement to EQV Ventures Sponsor LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $4,000,000, and (ii) 262,500 units, each consisting of one Class A ordinary share and one-third of one redeemable warrant (the “Underwriter Private Placement Units,” and together with the Sponsor Private Placement Units, the “Private Placement Units”), at a price of $10.00 per Underwriter Private Placement Unit in a private placement to BTIG, LLC (“BTIG”), generating gross proceeds of $2,625,000. The Private Placement Units are discussed in Notes 3 and 4.

Transaction costs amounted to $19,093,523, consisting of $5,250,000 of cash underwriting fees, $12,250,000 of deferred underwriting fees, and $1,593,523 of other offering costs.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value of at least 80% of the assets held in the Trust Account (as defined below) (net, with respect to interest income, of certain amounts of working capital expenses (up to 10%, per annum, of the interest earned on the Trust Account), taxes payable and up to $100,000 to pay liquidation expenses) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully.

Following the closing of the Initial Public Offering on August 8, 2024, an amount of $350,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units, and a portion of the net proceeds from the sale of the Private Placement Units, was placed in a trust account (the “Trust Account”) located in the United States and invested only in (i) U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, (ii) any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, or (iii) an interest bearing demand deposit account, until the earlier of (a) the consummation of a Business Combination or (b) the distribution of the Trust Account, as described below.

The Company will provide holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Class A ordinary shares upon the consummation of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to convert their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay working capital expenses or its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”

EQV VENTURES ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(Unaudited)

The Company will proceed with a Business Combination only if the Company obtains the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of shareholders holding a majority of ordinary shares who attend and vote at a shareholder meeting. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Company’s Sponsor, officers and directors (the “initial shareholders”) have agreed (i) to vote their Founder Shares (as defined in Note 4) and any Public Shares acquired in or after the Initial Public Offering in favor of a Business Combination, and (ii) not to convert any shares owned by them in connection therewith. Additionally, each public shareholder may elect to convert their Public Shares irrespective of whether they vote for or against the proposed transaction or abstain from voting on the proposed transaction.

Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct conversion pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from converting its shares with respect to more than an aggregate of 15% or more of the Public Shares or 5,250,000 (or up to 6,037,500 if the over-allotment option had been exercised in full), without the prior consent of the Company. The over-allotment option has expired since the close of the Initial Public Offering.

The initial shareholders have agreed (i) to waive their redemption rights with respect to their Founder Shares, Sponsor Private Placement Shares (as defined below), and Public Shares held by them in connection with the completion of a Business Combination and (ii) not to propose an amendment to (a) modify the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (b) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company will have until 24 months, or such earlier date as the Company’s board of directors may approve, from the closing of the Initial Public Offering to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (excluding, with respect to interest income, certain amounts of working capital expenses, taxes payable and up to $100,000 to pay liquidation expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which may expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The initial shareholders have agreed to waive their liquidation rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Sponsor Private Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor, officers and directors acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its rights to its deferred underwriting commissions (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of certain amounts of working capital expenses and taxes payable. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all material vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

EQV VENTURES ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(Unaudited)

Risks and Uncertainties

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above-mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.

On August 8, 2024, the Company consummated the Initial Public Offering of 35,000,000 Units at $10.00 per Unit, generating gross proceeds of $350,000,000.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 662,500 Private Placement Units to the Sponsor and BTIG, at a price of $10.00 per Unit, or $6,625,000.

Additionally, at the closing of the Initial Public Offering, the Company paid the underwriter $0.15 per Unit sold in the Initial Public Offering, or $5,250,000 in the aggregate (the “Base Fee”). Of such $0.15 per unit payable as the Base Fee, $0.132 per Unit, or $4,625,000 in the aggregate, was paid at the closing of the Initial Public Offering (with $2,000,000 paid in cash and $2,625,000 used to purchase the Underwriter Private Placement Units), and $0.018 per unit, or $625,000 in the aggregate, is payable to the underwriter in cash in twelve equal monthly installments of approximately $52,000 each beginning on the first month anniversary of the closing of the Initial Public Offering.

On September 27, 2024, EQV Ventures Acquisition Corp. issued a press release, announcing that the holders of the Company’s units may elect to separately trade the Class A ordinary shares and warrants included in the units commencing on September 27, 2024. Those units not separated will continue to trade on the New York Stock Exchange (“NYSE”) under the symbol “EQVU,” and each of the Class A ordinary shares and warrants that are separated will trade on NYSE under the symbols “EQV” and “EQVW,” respectively. Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, to separate the units into Class A ordinary shares and warrants.

As of September 30, 2024, the Company had operating cash of $875,919 and a working capital of $195,431. The Company intends to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

If the Business Combination is not consummated, the Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and the Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date of these unaudited condensed financial statements if a Business Combination is not yet consummated. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

EQV VENTURES ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(Unaudited)

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on August 8, 2024, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on August 8, 2024. The interim results for the three months ended September 30, 2024 and for the period from April 15, 2024 (inception) through September 30, 2024, are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

EQV VENTURES ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(Unaudited)

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2024.

Cash Held in Trust Account

At September 30, 2024, the assets held in the Trust Account, amounting to $352,575,810, were held in cash. As of September 30, 2024, $150,288 of the Trust Account balance can be withdrawn for working capital expenses.

Offering Costs

The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consisted principally of professional and registration fees that were related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the Class A ordinary shares were charged to temporary equity, and offering costs allocated to the Public Warrants (as defined in Note 3) and Private Placement Warrants (as defined in Note 4) were charged to shareholders’ deficit, as Public Warrants and Private Placement Warrants after management’s evaluation were accounted for under equity treatment.

Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheet, primarily due to their short-term nature.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the condensed balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the condensed balance sheet date. The underwriter’s over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and was accounted for as a liability pursuant to ASC 480. The over-allotment has expired and is no longer payable.

EQV VENTURES ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(Unaudited)

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2024, there are no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.

Warrant Instruments

The Company accounts for the 11,666,666 Public Warrants and 220,833 Private Placement Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging.” Accordingly, the Company has classified the warrant instruments under equity treatment at their assigned values.

Class A Redeemable Share Classification

The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, at September 30, 2024, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheet. At September 30, 2024, the Class A ordinary shares subject to redemption reflected in the condensed balance sheet are reconciled in the following table:

Gross proceeds	$	350,000,000
Less:
Proceeds allocated to Public Warrants		(2,100,000	)
Proceeds allocated to the over-allotment option		(598,539	)
Class A ordinary shares issuance costs		(18,916,935	)
Plus:
Remeasurement of carrying value to redemption value		21,615,474
Class A ordinary shares subject to possible redemption, June 30, 2024	$	350,000,000
Plus:
Accretion of carrying value to redemption value		2,425,522
Class A ordinary shares subject to possible redemption, September 30, 2024	$	352,425,522

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

EQV VENTURES ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(Unaudited)

Net Income per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, (i) Class A Ordinary Shares and (ii) Class B ordinary shares, par value of $0.0001 per share (the “Class B Ordinary Shares,” and together with the Class A Ordinary Shares, the “Ordinary Shares”). Income and losses are shared pro rata between the two classes of shares. Net income per Ordinary Share is calculated by dividing the net income by the weighted average shares of Ordinary Shares outstanding for the respective period.

Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 1,312,500 ordinary shares that were forfeited as the over-allotment option was not exercised in full by the underwriters. The over-allotment has expired and is no longer payable. At September 30, 2024, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income per ordinary share is the same as basic income per ordinary share for the period presented.

The following table reflects the calculation of basic and diluted net income per Ordinary Share (in dollars, except per share amounts):

	For the Three Months Ended September 30,				For the Period from April 15, 2024 (Inception) Through September 30,
	2024				2024
	Class A		Class B		Class A		Class B
Basic and diluted net income per ordinary share
Numerator:
Allocation of net income, as adjusted	$	2,088,327	$	873,027	$	1,647,318	$	1,267,120
Denominator:
Basic and diluted weighted average ordinary shares outstanding		20,930,467		8,750,000		11,375,432		8,750,000
Basic and diluted net income per ordinary share	$	0.10	$	0.10	$	0.14	$	0.14

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

EQV VENTURES ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(Unaudited)

NOTE 3. INITIAL PUBLIC OFFERING

Public Units

Pursuant to the Initial Public Offering, on August 8, 2024, the Company sold 35,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (each, a “Public Warrant,” and collectively, the “Public Warrants”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6).

Warrants

Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue Class A ordinary shares upon exercise of a warrant unless the Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company will use its commercially reasonable efforts to cause the registration statement to become effective within 60 business days after the closing of its initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement provided that if its Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Once the warrants become exercisable, the Company may redeem the Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable to each warrant holder; and

●

if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

EQV VENTURES ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(Unaudited)

In addition, if (i) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (iii) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants contained in the Private Placement Units (see Note 4) will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

NOTE 4. RELATED PARTY TRANSACTIONS

Founder Shares

On April 19, 2024, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration of 10,062,500 Class B ordinary shares (the “Founder Shares”), par value $0.0001 per share, of the Company. The Sponsor has forfeited 1,312,500 Founder Shares. The Founder Shares will automatically convert into Class A ordinary shares upon consummation of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 6.

The initial shareholders have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until the earlier of (A) 12 months after the completion of the Company’s initial Business Combination, or (B) six months after the completion of the Company’s initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Due from Sponsor

On September 30, 2024, the Sponsor owes the Company $0 of funds from the sale of the Sponsor Private Placement Units. Subsequently, on September 30, 2024, the Sponsor repaid the amount owed to the Company.

Promissory Note

On April 19, 2024, the Company issued a promissory note to the Sponsor, pursuant to which the Sponsor agreed to loan the Company up to an aggregate of $300,000 to be used for the payment of costs related to the Initial Public Offering (the “Promissory Note”). The Promissory Note is non-interest bearing, unsecured and due on the earlier of December 31, 2024 or the completion of the Initial Public Offering. On August 8, 2024, at the time of the Initial Public Offering, the Company repaid the then outstanding balance, and the note is no longer available to be drawn upon. As of September 30, 2024, the Company had $0 outstanding under the Promissory Note.

Private Placement Units

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 400,000 Sponsor Private Placement Units at a price of $10.00 per unit, for an aggregate purchase price of $4,000,000. Each Sponsor Private Placement Unit consists of one Class A ordinary share (the “Sponsor Private Placement Shares”) and one-third of one redeemable warrant (the “Sponsor Private Placement Warrants”).

EQV VENTURES ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(Unaudited)

Additionally, $2,625,000 of the underwriting commissions was applied by BTIG to purchase 262,500 Underwriter Private Placement Units at a price of $10.00 per unit (each comprised of one Class A ordinary share and one-third of one redeemable warrant (the “Underwriter Private Placement Warrants,” and together with the Sponsor Private Placement Warrants, the “Private Placement Warrants”)), on the same terms as the Sponsor Private Placement Units, in a private placement that occurred simultaneously with the closing of the Initial Public Offering (see Note 5).

Each Private Placement Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustments. Each warrant will become exercisable 30 days after the completion of an initial Business Combination and will not expire except upon liquidation. If the initial Business Combination is not completed within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants may expire worthless.

Working Capital Loans

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit. The units and the underlying securities would be identical to the Private Placement Units and the underlying securities of such Private Placement Units, except as described herein. At September 30, 2024, no Working Capital Loans were outstanding.

Administrative Service Fee

Commencing on August 6, 2024, the Company agreed to pay an affiliate of the Sponsor a monthly fee of $30,000 for office space, utilities, secretarial support and administrative support. This arrangement will terminate upon completion of a Business Combination or the distribution of the Trust Account to the public shareholders. As of September 30, 2024, the Company incurred $60,000 in fees for these services, of which such amount is included in accrued expenses in the accompanying condensed balance sheet.

In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers or directors, of the Company or their affiliates. Any such payments prior to an initial Business Combination will be made from working capital or funds held outside the Trust Account.

NOTE 5. COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Founder Shares, Private Placement Units (and the underlying securities), and units that may be issued upon conversion of Working Capital Loans (and the underlying securities) have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. The holders of these securities are entitled to unlimited demands that the Company register such securities for sale under the Securities Act. In addition, these holders will have piggyback registration rights to include their securities in other registration statements filed by the Company, subject to certain limitations. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The registration rights granted to the underwriter are limited to one demand and unlimited “piggy-back” rights for periods of five and seven years, respectively, from the commencement of sales of the Initial Public Offering with respect to the registration under the Securities Act of the Private Placement Units and the underlying securities.

Underwriting Agreement

The Company granted the underwriter a 45-day option from the date of Initial Public Offering to purchase up to 5,250,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The over-allotment option has expired since the close of the Initial Public Offering.

The underwriter is entitled to the Base Fee of $0.15 per Unit sold in the Initial Public Offering, or $5,250,000 in the aggregate. Of such $0.15 per unit payable as the Base Fee, $0.132 per Unit, or $4,625,000 in the aggregate, was paid at the closing of the Initial Public Offering (with $2,000,000 paid in cash and $2,625,000 used to purchase the Underwriter Private Placement Units), and $0.018 per unit, or $625,000 in the aggregate, is payable to the underwriter in cash in twelve equal monthly installments of approximately $52,000 each beginning on the first month anniversary of the closing of the Initial Public Offering. An over-allotment fee, if any, is payable in cash upon each closing of the underwriter’s over-allotment option. The over-allotment has expired and is no longer payable.

EQV VENTURES ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(Unaudited)

The underwriter is entitled to a deferred fee of $0.35 per Unit, or $12,250,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The deferred fee will be payable to the underwriter upon the closing of a Business Combination in three portions, as follows: (i) $0.075 per Unit sold in the Initial Public Offering shall be paid to the underwriter in cash, (ii) up to $0.175 per Unit sold in the Initial Public Offering shall be paid to the underwriter in cash, based on the funds remaining in the Trust Account after giving effect to Public Shares that are redeemed in connection with a Business Combination and (iii) $0.10 per Unit sold in the base offering, plus $0.175 per Unit per unit sold pursuant to the underwriter’s over-allotment option, shall be paid to the underwriter in cash (such aggregate amount, the “Allocable Amount”), provided that, after completion of the Initial Public Offering and the underwriter’s receipt of 100% of the Base Fee and an over-allotment fee (if any), the Company has the right, in its sole discretion, not to pay all or any portion of the Allocable Amount to the underwriter and to use the Allocable Amount for expenses in connection with a Business Combination. The over-allotment has expired and is no longer payable.

NOTE 6. SHAREHOLDERS’ DEFICIT

Preference Shares

The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. At September 30, 2024, there are no preference shares issued or outstanding.

Class A Ordinary Shares

The Company is authorized to issue 300,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At September 30, 2024, there are 822,500 Class A ordinary shares issued and outstanding, excluding 35,000,000 Class A ordinary shares subject to possible redemption.

On May 22, 2024, the Company issued 40,000 Class A ordinary shares to each of its non-executive director nominees (160,000 Class A ordinary shares in total) in connection with their nomination as a director of the Company. These issuances were made pursuant to the exemption from registration contained in section 4(a)(2) of the Securities Act. The issuance of the Class A ordinary shares to the Company’s director nominees is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Company estimated the fair value of the issued Class A ordinary shares to the Company’s director nominees to be approximately $396 based upon the price of the Founder Shares received by the Sponsor. These Class A ordinary shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related these Class A ordinary shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of September 30, 2024, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination).

Class B Ordinary Shares

The Company is authorized to issue 30,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class B ordinary shares are entitled to one vote for each ordinary share. At September 30, 2024, there are 8,750,000 Class B ordinary shares issued and outstanding. 1,312,500 shares were forfeited as the underwriter’s over-allotment option was not exercised in full. The over-allotment option has expired since the close of the Initial Public Offering.

The Class B ordinary shares issued to the Sponsor will automatically convert into Class A ordinary shares at the time of the consummation of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of this offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Units issued to the Sponsor upon conversion of Working Capital Loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one. Any Class A ordinary shares received as a result of such a conversion will not be eligible for redemption.

EQV VENTURES ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(Unaudited)

NOTE 7. FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

	Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

	Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

	Level 3:	Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets that are measured at fair value on September 30, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

The following table presents information about the Company’s assets that are measured at fair value on August 8, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

The over-allotment option was initially accounted for as a liability in accordance with ASC 815-40 and was presented within liabilities on the condensed balance sheet. The over-allotment liability is measured at fair value at inception and on a recurring basis. The over-allotment option has expired since the close of the Initial Public Offering.

The Company used a Black-Scholes model to value the over-allotment option. The over-allotment option liability was classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs inherent in pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its ordinary share based on historical volatility that matches the expected remaining life of the option. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the option. The expected life of the option is assumed to be equivalent to their remaining contractual term.

EQV VENTURES ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(Unaudited)

The following table presents the quantitative information regarding the market assumption used in the valuation of the over-allotment option:

	August 8, 2024
Closing stock price	$	10.00
Exercise price	$	10.00
Expected term (years)		0.12
Volatility		5.42	%
Daily treasury yield curve		5.55	%

The fair value of Public Warrants was determined using a Black-Scholes model. The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Warrants:

	August 8, 2024
Underlying stock price	$	10.00
Exercise price	$	11.50
Term (years)		5.0
Risk-free rate		3.477	%
Volatility		14.4	%
Market probability risk factor		12.5	%

NOTE 8. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References in this report (the “Quarterly Report”) to “we,” “us,” “our” or the “Company” refer to EQV Ventures Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to EQV Ventures Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act, as amended (the “Exchange Act”), that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated as a Cayman Islands exempted company on April 15, 2024 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business Combination with one or more businesses or entities (the “Business Combination”). While we will not be limited to a particular industry or sector in our identification and acquisition of a target company, we intend to focus our search for a target business in the broadly defined energy industry, primarily targeting the upstream exploration and production sector.

On August 8, 2024, we consummated our initial public offering (the “Initial Public Offering”) of 35,000,000 units (the “Units”) at $10.00 per Unit, generating gross proceeds of $350,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of (i) 400,000 units, each consisting of one Class A ordinary share and one-third of one redeemable warrant (the “Sponsor Private Placement Units”), at a price of $10.00 per Sponsor Private Placement Unit in a private placement to the Sponsor, generating gross proceeds of $4,000,000, and (ii) 262,500 units, each consisting of one Class A ordinary share and one-third of one redeemable warrant (the “Underwriter Private Placement Units,” and together with the Sponsor Private Placement Units, the “Private Placement Units”), at a price of $10.00 per Underwriter Private Placement Unit in a private placement to BTIG, LLC (“BTIG”), generating gross proceeds of $2,625,000.

We have not yet selected any business combination target. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Sponsor Private Placement Units, our shares, debt or a combination of cash, shares and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from April 15, 2024 (inception) through September 30, 2024 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. Subsequent to the Initial Public Offering, we generate non-operating income in the form of interest income on marketable securities held in the trust account (the “Trust Account”). We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended September 30, 2024, we had a net income of $2,961,354, which consisted of interest earned on marketable securities held in Trust Account of $2,695,023 and change on over-allotment liability $598,539 offset by general and administrative costs of $332,208.

For the period from April 15, 2024 (inception) through September 30, 2024, we had a net income of $2,914,438, which consisted of interest earned on marketable securities held in Trust Account of $2,695,023 and change on over-allotment liability $598,539 offset by general and administrative costs of $379,124.

Liquidity and Capital Resources

Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of shares of Class B ordinary shares, par value $0.0001 per share, by the Sponsor and loans from the Sponsor. As of September 30, 2024, the Company had $875,919 in cash and a working capital of $195,431.

On August 8, 2024, we consummated the Initial Public Offering of 35,000,000 Units at $10.00 per Unit, generating gross proceeds of $350,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 400,000 Sponsor Private Placement Units at a price of $10.00 per Sponsor Private Placement Unit, generating gross proceeds of $4,000,000, and 262,500 Underwriter Private Placement Units, at a price of $10.00 per Underwriter Private Placement Unit, generating gross proceeds of $2,625,000.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (net, with respect to interest income, of permitted withdrawals (as defined herein)), to complete our Business Combination. We are permitted to withdraw 10% of the interest earned on the trust account to fund our working capital requirements and/or to pay our taxes, and such withdrawals can only be made from interest and not from the principal held in the trust account (“permitted withdrawals”). To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. As of September 30, 2024, $150,288 of the Trust Account balance can be withdrawn for working capital expenses.

We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans (the “Working Capital Loans”) may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit. The units and the underlying securities would be identical to the Private Placement Units and the underlying securities of such Private Placement Units.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of the Class A ordinary shares included in the Units upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements as of September 30, 2024. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor a monthly fee of $30,000 for office space, utilities, secretarial support and administrative support. This arrangement will terminate upon completion of a Business Combination or the distribution of the Trust Account to the public shareholders.

The underwriter was entitled to $0.15 per Unit sold in the Initial Public Offering, or $5,250,000 in the aggregate (the “Base Fee”). Of such $0.15 per unit payable as the Base Fee, $0.132 per Unit, or $4,625,000 in the aggregate, was paid at the closing of the Initial Public Offering (with $2,000,000 paid in cash and $2,625,000 used to purchase the Underwriter Private Placement Units), and $0.018 per unit, or $625,000 in the aggregate, is payable to the underwriter in cash in twelve equal monthly installments of approximately $52,000 each beginning on the first month anniversary of the closing of the Initial Public Offering. An over-allotment fee, if any, is payable in cash upon each closing of the underwriter’s over-allotment option. The over-allotment has expired and is no longer payable.

Critical Accounting Estimates

The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the period reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of September 30, 2024, we did not have any critical accounting estimates to be disclosed.

Class A Ordinary Shares Subject to Possible Redemption

The Public Shares contain a redemption feature that allows for the redemption of such Public Shares in connection (i) with our liquidation, (ii) if there is a shareholder vote or tender offer in connection with the initial Business Combination and (iii) with certain amendments to the Amended and Restated Memorandum and Articles of Association. In accordance with FASB ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”), conditionally redeemable Class A Ordinary Shares (including Class A Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although we did not specify a maximum redemption threshold, our Amended and Restated Memorandum and Articles of Association provides that we currently will only redeem our Public Shares. However, the threshold in the Amended and Restated Memorandum and Articles of Association would not change the nature of the underlying shares as redeemable and thus Public Shares are required to be disclosed outside of permanent equity. We recognize change in redemption value immediately as they occur and adjust the carrying value of redeemable Ordinary Shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit.

Net Income Per Ordinary Share

We have two classes of shares: the (i) redeemable and non-redeemable Class A Ordinary Shares and (ii) Class B Ordinary Shares. Income and losses are shared pro rata between the two classes of shares. Net income per share is computed by dividing net income by the weighted average number of Ordinary Shares outstanding for the period. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the Initial Public Offering since the exercise of the warrants are contingent upon the occurrence of future events.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures.

Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to Management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of the quarterly period ended September 30, 2024.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the quarterly period ended September 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Factors that could cause our actual results to differ materially from those in this Quarterly Report include the risk factors described in our final prospectus for the Initial Public Offering filed with the SEC. As of the date of this Quarterly Report, there have been no material changes to the risk factors previously disclosed in our final prospectus filed with the SEC on August 8, 2024 in connection with the Initial Public Offering.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales

On August 8, 2024, the Company consummated the Initial Public Offering of 35,000,000 Units at $10.00 per Unit, generating gross proceeds of $350,000,000. The securities sold in the Initial Public Offering were registered under the Securities Act on a registration statement on Form S-1 (File No. 333-280048). The SEC declared the registration statement effective on August 6, 2024.

Simultaneously with the closing of the Initial Public Offering, we consummated the sale of (i) 400,000 Sponsor Private Placement Units at a price of $10.00 per Sponsor Private Placement Unit in a private placement to the Sponsor, generating gross proceeds of $4,000,000, and (ii) 262,500 Underwriter Private Placement Units in a private placement to BTIG, generating gross proceeds of $2,625,000. The foregoing issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Use of Proceeds

In connection with the Initial Public Offering, we paid a total of $19,093,523, consisting of $5,250,000 of cash underwriting fee, $12,250,000 of deferred underwriting fee, and $1,593,523 of other offering costs. Of the gross proceeds received from the Initial Public Offering and the proceeds of the sale of the Sponsor Private Placement Units, an aggregate of $350,000,000 was placed in the Trust Account. The net proceeds of the Initial Public Offering and certain proceeds from the sale of the Private Placement Units are held in the Trust Account and invested as described elsewhere in this Quarterly Report on Form 10-Q. There has been no material change in the planned use of the proceeds from the Initial Public Offering and the private placements as is described in the Company’s final prospectus related to the Initial Public Offering.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.		Description of Exhibit
1.1		Underwriting Agreement among the Company and BTIG (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K (File No. 001-42207) filed with the SEC on August 8, 2024).
3.1		Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-42207) filed with the SEC on August 8, 2024).
10.1		Private Placement Units Purchase Agreement between the Company and the Sponsor (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-42207) filed with the SEC on August 8, 2024).
10.2		Private Placement Units Purchase Agreement between the Company and the Underwriter (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-42207) filed with the SEC on August 8, 2024).
10.3		Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-42207) filed with the SEC on August 8, 2024).
10.4		Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-42207) filed with the SEC on August 8, 2024).
10.5		Registration and Shareholder Rights Agreement among the Company, the Sponsor, BTIG and certain other equity holders named therein (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 001-42207) filed with the SEC on August 8, 2024).
10.6		Letter Agreement among the Company, the Sponsor and the Company’s officers and directors (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K (File No. 001-42207) filed with the SEC on August 8, 2024).
10.7		Administrative Services Agreement between the Company and the Sponsor (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K (File No. 001-42207) filed with the SEC on August 8, 2024).
10.8		Form of Indemnification Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-280048), filed on July 24, 2024).
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.

These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	EQV VENTURES ACQUISITION CORP.

Date: November 12, 2024	By:	/s/ Jerome Silvey
	Name:	Jerome Silvey
	Title:	Chief Executive Officer
		(principal executive officer)

Date: November 12, 2024	By:	/s/ Tyson Taylor
	Name:	Tyson Taylor
	Title:	President, Chief Financial Officer
		(principal financial and accounting officer)

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0002021042 us-gaap:CommonClassBMember eqvu:FounderSharesMember 2024-04-19 0002021042 eqvu:SponsorMember eqvu:FounderSharesMember 2024-04-19 2024-04-19 0002021042 2024-04-19 2024-04-19 0002021042 us-gaap:CommonClassAMember us-gaap:PrivatePlacementMember 2024-09-30 0002021042 us-gaap:WarrantMember us-gaap:CommonClassAMember 2024-09-30 0002021042 eqvu:BTIGLLCMember us-gaap:PrivatePlacementMember 2024-04-15 2024-09-30 0002021042 eqvu:UnderwritersPrivatePlacementUnitsMember 2024-09-30 0002021042 2024-08-06 2024-08-06 0002021042 us-gaap:OverAllotmentOptionMember 2024-09-30 0002021042 eqvu:BaseFeeMember 2024-04-15 2024-09-30 0002021042 eqvu:BaseFeeMember 2024-09-30 0002021042 eqvu:PrivatePlacementUnitsMember 2024-04-15 2024-09-30 0002021042 eqvu:PrivatePlacementUnitsMember 2024-09-30 0002021042 srt:MinimumMember us-gaap:IPOMember 2024-09-30 0002021042 srt:MaximumMember us-gaap:IPOMember 2024-09-30 0002021042 eqvu:NonexecutiveDirectorMember us-gaap:CommonClassAMember 2024-05-22 0002021042 srt:DirectorMember us-gaap:CommonClassAMember 2024-05-22 0002021042 us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember 2024-05-22 0002021042 us-gaap:FairValueInputsLevel1Member 2024-09-30 0002021042 us-gaap:FairValueInputsLevel3Member 2024-08-01 2024-08-08 0002021042 eqvu:ClosingStockPriceMember 2024-08-08 0002021042 us-gaap:MeasurementInputExercisePriceMember 2024-08-08 0002021042 us-gaap:MeasurementInputExpectedTermMember 2024-08-08 0002021042 us-gaap:MeasurementInputPriceVolatilityMember 2024-08-08 0002021042 eqvu:DailyTreasuryYieldCurveMember 2024-08-08 0002021042 eqvu:UnderlyingStockPriceMember 2024-08-08 0002021042 us-gaap:MeasurementInputRiskFreeInterestRateMember 2024-08-08 0002021042 eqvu:MarketProbabilityRiskFactorMember 2024-08-08 xbrli:shares iso4217:USD iso4217:USD xbrli:shares xbrli:pure

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jerome Silvey, certify that:

I have reviewed this quarterly report on Form 10-Q of EQV Ventures Acquisition Corp.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(Paragraph omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-15(a));

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 12, 2024

	/s/ Jerome Silvey
	Jerome Silvey
	Chief Executive Officer
	(principal executive officer)

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Tyson Taylor, certify that:

I have reviewed this quarterly report on Form 10-Q of EQV Ventures Acquisition Corp.;

(Paragraph omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-15(a));

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 12, 2024

	/s/ Tyson Taylor
	Tyson Taylor
	President, Chief Financial Officer
	(principal financial and accounting officer)

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of EQV Ventures Acquisition Corp. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2024, as filed with the Securities and Exchange Commission (the “Report”), I, Jerome Silvey, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 12, 2024

	/s/ Jerome Silvey
	Jerome Silvey
	Chief Executive Officer
	(principal executive officer)

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of EQV Ventures Acquisition Corp. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2024, as filed with the Securities and Exchange Commission (the “Report”), I, Tyson Taylor, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 12, 2024

	/s/ Tyson Taylor
	Tyson Taylor
	President, Chief Financial Officer
	(principal financial and accounting officer)

Cover - shares	6 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 12, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Entity Information [Line Items]
Entity Registrant Name	EQV Ventures Acquisition Corp.
Entity Central Index Key	0002021042
Entity File Number	001-42207
Entity Tax Identification Number	98-1786998
Entity Incorporation, State or Country Code	E9
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	No
Entity Shell Company	true
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	1090 Center Drive
Entity Address, City or Town	Park City
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84098
Entity Phone Fax Numbers [Line Items]
City Area Code	(405)
Local Phone Number	870-3781
Units, each consisting of one Class A ordinary share, $0.0001 par value per share, and one-third of one redeemable warrant
Entity Listings [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, $0.0001 par value per share, and one-third of one redeemable warrant
Trading Symbol	EQVU
Security Exchange Name	NYSE
Class A Ordinary Shares, par value $0.0001 per share
Entity Listings [Line Items]
Title of 12(b) Security	Class A Ordinary Shares, par value $0.0001 per share
Trading Symbol	EQV
Security Exchange Name	NYSE
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
Trading Symbol	EQVW
Security Exchange Name	NYSE
Class A Ordinary Shares
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		35,822,500
Class B Ordinary Shares
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		8,750,000

Condensed Balance Sheet (Unaudited)	Sep. 30, 2024 USD ($)
Current assets
Cash and cash equivalents	$ 875,919
Short Term prepaid insurance	117,484
Prepaid expenses	55,379
Total current assets	1,048,782
Cash held in Trust Account (defined in Note 1)	352,575,810
Long Term prepaid insurance	97,903
Total Assets	353,722,495
Current liabilities
Accrued offering costs	60,000
Accrued expenses	220,434
Cash underwriting fee payable	572,917
Total current liabilities	853,351
Deferred legal fees	746,370
Deferred underwriting fee	12,250,000
Total Liabilities	13,849,721
Commitments and Contingencies
Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Additional paid-in capital
Accumulated deficit	(12,553,705)
Total Shareholders’ Deficit	(12,552,748)
Total Liabilities and Shareholders’ Deficit	353,722,495
Class A Ordinary Shares
Current liabilities
Class A ordinary shares subject to possible redemption, 35,000,000 shares at redemption value of $10.07 per share	352,425,522
Shareholders’ Deficit
Common shares, value	82
Class B Ordinary Shares
Shareholders’ Deficit
Common shares, value	$ 875

Condensed Balance Sheet (Unaudited) (Parentheticals)	Sep. 30, 2024 $ / shares shares
Preferred stock, par value (in Dollars per share) \| $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Ordinary Shares
Common stock, subject to possible redemption	35,000,000
Common stock subject to possible redemption, par value (in Dollars per share) \| $ / shares	$ 10.07
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.0001
Common stock, shares authorized	300,000,000
Common stock, shares issued	822,500
Common stock, shares outstanding	822,500
Class B Ordinary Shares
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.0001
Common stock, shares authorized	30,000,000
Common stock, shares issued	8,750,000
Common stock, shares outstanding	8,750,000

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended	6 Months Ended
	Sep. 30, 2024	Sep. 30, 2024
General and administrative costs	$ 332,208	$ 379,124
Loss from operations	(332,208)	(379,124)
Other income:
Change in fair value of over-allotment liability	598,539	598,539
Interest earned on marketable securities held in Trust Account	2,695,023	2,695,023
Total other income, net	3,293,562	3,293,562
Net income	$ 2,961,354	$ 2,914,438
Class A Ordinary Shares
Other income:
Weighted average shares outstanding (in Shares)	20,930,467	11,375,432
Basic net income per ordinary share (in Dollars per share)	$ 0.1	$ 0.14
Diluted net income per ordinary share (in Dollars per share)	$ 0.1	$ 0.14
Class B Ordinary Shares
Other income:
Weighted average shares outstanding (in Shares)	8,750,000	8,750,000
Basic net income per ordinary share (in Dollars per share)	$ 0.1	$ 0.14
Diluted net income per ordinary share (in Dollars per share)	$ 0.1	$ 0.14

Condensed Statements of Changes in Shareholders’ Deficit (Unaudited) - USD ($)	Ordinary Shares Class A	Ordinary Shares Class B	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Apr. 15, 2024
Balance (in Shares) at Apr. 15, 2024
Issuance of Class B ordinary shares to Sponsor (defined in Note 1)		$ 1,006	23,994		25,000
Issuance of Class B ordinary shares to Sponsor (defined in Note 1) (in Shares)		10,062,500
Issuance of Class A ordinary shares to non-executive director nominees	$ 16		382		398
Issuance of Class A ordinary shares to non-executive director nominees (in Shares)	160,000
Net income (loss)				(46,916)	(46,916)
Balance at Jun. 30, 2024	$ 16	$ 1,006	24,376	(46,916)	(21,518)
Balance (in Shares) at Jun. 30, 2024	160,000	10,062,500
Sale of 662,500 Private Placement Units	$ 66		6,624,934		6,625,000
Sale of 662,500 Private Placement Units (in Shares)	662,500
FV of Public Warrants (defined in Note 3) at issuance			2,100,000		2,100,000
Forfeiture of founder shares		$ (131)	131
Forfeiture of founder shares (in Shares)		(1,312,500)
Allocated value of transaction costs to Class A shares			(176,588)		(176,588)
Accretion for Class A ordinary shares to redemption amount			(8,572,853)	(15,468,143)	(24,040,996)
Net income (loss)				2,961,354	2,961,354
Balance at Sep. 30, 2024	$ 82	$ 875		$ (12,553,705)	$ (12,552,748)
Balance (in Shares) at Sep. 30, 2024	822,500	8,750,000

Condensed Statements of Changes in Shareholders’ Deficit (Unaudited) (Parentheticals)	3 Months Ended
	Sep. 30, 2024 shares
Statement of Stockholders' Equity [Abstract]
Sale of Private Placement Units	662,500

Condensed Statement of Cash Flows (Unaudited)	6 Months Ended
Condensed Statement of Cash Flows (Unaudited)	Sep. 30, 2024 USD ($)
Cash Flows from Operating Activities:
Net Income	$ 2,914,438
Adjustments to reconcile net income to net cash used in operating activities:
Operating costs paid by Sponsor in exchange for issuance of Class B founder shares	25,000
Interest expenses (earned) on marketable securities held in Trust Account	(2,695,023)
Change in fair value of over-allotment liability	(598,539)
Changes in operating assets and liabilities:
Prepaid expenses	(55,379)
Short Term prepaid insurance	(117,484)
Long Term prepaid insurance	(97,903)
Accrued expenses	220,434
Net cash used in operating activities	(404,456)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(350,000,000)
Cash withdrawn from Trust Account for working capital purposes	119,213
Net cash used in investing activities	(349,880,787)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid	345,322,917
Proceeds from sale of Private Placement Units	6,625,000
Issuance of Class A shares to non-executive director nominees	398
Proceeds from promissory note - related party	269,840
Repayment of promissory note - related party	(269,840)
Payment of offering costs	(787,153)
Net cash provided by financing activities	351,161,162
Net change in cash and cash equivalents	875,919
Cash and cash equivalents – End of period	875,919
Noncash investing and financing activities:
Offering costs included in accrued offering costs	60,000
Deferred underwriting fee payable	12,250,000
Forfeiture of founder shares	131
Write off of over-allotment liability	598,539
Deferred legal fee payable	$ 746,370

Description of Organization and Business Operations

6 Months Ended

Sep. 30, 2024

Description of Organization and Business Operations [Abstract]

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Transaction costs amounted to $19,093,523, consisting of $5,250,000 of cash underwriting fees, $12,250,000 of deferred underwriting fees, and $1,593,523 of other offering costs.

Risks and Uncertainties

On August 8, 2024, the Company consummated the Initial Public Offering of 35,000,000 Units at $10.00 per Unit, generating gross proceeds of $350,000,000.

Significant Accounting Policies

6 Months Ended

Sep. 30, 2024

Significant Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Cash Held in Trust Account

Offering Costs

Financial Instruments

Derivative Financial Instruments

Income Taxes

Warrant Instruments

Class A Redeemable Share Classification

Gross proceeds	$	350,000,000
Less:
Proceeds allocated to Public Warrants		(2,100,000	)
Proceeds allocated to the over-allotment option		(598,539	)
Class A ordinary shares issuance costs		(18,916,935	)
Plus:
Remeasurement of carrying value to redemption value		21,615,474
Class A ordinary shares subject to possible redemption, June 30, 2024	$	350,000,000
Plus:
Accretion of carrying value to redemption value		2,425,522
Class A ordinary shares subject to possible redemption, September 30, 2024	$	352,425,522

Concentration of Credit Risk

Net Income per Ordinary Share

The following table reflects the calculation of basic and diluted net income per Ordinary Share (in dollars, except per share amounts):

	For the Three Months Ended September 30,				For the Period from April 15, 2024 (Inception) Through September 30,
	2024				2024
	Class A		Class B		Class A		Class B
Basic and diluted net income per ordinary share
Numerator:
Allocation of net income, as adjusted	$	2,088,327	$	873,027	$	1,647,318	$	1,267,120
Denominator:
Basic and diluted weighted average ordinary shares outstanding		20,930,467		8,750,000		11,375,432		8,750,000
Basic and diluted net income per ordinary share	$	0.10	$	0.10	$	0.14	$	0.14

Recent Accounting Pronouncements

Initial Public Offering

6 Months Ended

Sep. 30, 2024

Initial Public Offering [Abstract]

INITIAL PUBLIC OFFERING

NOTE 3. INITIAL PUBLIC OFFERING

Public Units

Warrants

Once the warrants become exercisable, the Company may redeem the Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable to each warrant holder; and

●

Related Party Transactions

6 Months Ended

Sep. 30, 2024

RELATED PARTY TRANSACTIONS

NOTE 4. RELATED PARTY TRANSACTIONS

Founder Shares

Due from Sponsor

Promissory Note

Private Placement Units

Working Capital Loans

Administrative Service Fee

Commitments and Contingencies

6 Months Ended

Sep. 30, 2024

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 5. COMMITMENTS AND CONTINGENCIES

Registration Rights

Underwriting Agreement

Shareholders' Deficit

6 Months Ended

Sep. 30, 2024

Shareholders' Deficit [Abstract]

SHAREHOLDERS' DEFICIT

NOTE 6. SHAREHOLDERS’ DEFICIT

Preference Shares

Class A Ordinary Shares

Class B Ordinary Shares

Fair Value Measurements

6 Months Ended

Sep. 30, 2024

Fair Value Measurements [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 7. FAIR VALUE MEASUREMENTS

	Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

	Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

	Level 3:	Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents the quantitative information regarding the market assumption used in the valuation of the over-allotment option:

	August 8, 2024
Closing stock price	$	10.00
Exercise price	$	10.00
Expected term (years)		0.12
Volatility		5.42	%
Daily treasury yield curve		5.55	%

	August 8, 2024
Underlying stock price	$	10.00
Exercise price	$	11.50
Term (years)		5.0
Risk-free rate		3.477	%
Volatility		14.4	%
Market probability risk factor		12.5	%

Subsequent Events

6 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 8. SUBSEQUENT EVENTS

Pay vs Performance Disclosure - USD ($)	3 Months Ended		6 Months Ended
Pay vs Performance Disclosure - USD ($)	Sep. 30, 2024	Jun. 30, 2024	Sep. 30, 2024
Pay vs Performance Disclosure
Net Income (Loss)	$ 2,961,354	$ (46,916)	$ 2,914,438

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy (Policies)

6 Months Ended

Sep. 30, 2024

Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Emerging Growth Company

Emerging Growth Company

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash Held in Trust Account

Cash Held in Trust Account

Offering Costs

Offering Costs

Financial Instruments

Financial Instruments

Derivative Financial Instruments

Derivative Financial Instruments

Income Taxes

Income Taxes

Warrant Instruments

Warrant Instruments

Class A Redeemable Share Classification

Class A Redeemable Share Classification

Gross proceeds	$	350,000,000
Less:
Proceeds allocated to Public Warrants		(2,100,000	)
Proceeds allocated to the over-allotment option		(598,539	)
Class A ordinary shares issuance costs		(18,916,935	)
Plus:
Remeasurement of carrying value to redemption value		21,615,474
Class A ordinary shares subject to possible redemption, June 30, 2024	$	350,000,000
Plus:
Accretion of carrying value to redemption value		2,425,522
Class A ordinary shares subject to possible redemption, September 30, 2024	$	352,425,522

Concentration of Credit Risk

Concentration of Credit Risk

Net Income per Ordinary Share

Net Income per Ordinary Share

The following table reflects the calculation of basic and diluted net income per Ordinary Share (in dollars, except per share amounts):

	For the Three Months Ended September 30,				For the Period from April 15, 2024 (Inception) Through September 30,
	2024				2024
	Class A		Class B		Class A		Class B
Basic and diluted net income per ordinary share
Numerator:
Allocation of net income, as adjusted	$	2,088,327	$	873,027	$	1,647,318	$	1,267,120
Denominator:
Basic and diluted weighted average ordinary shares outstanding		20,930,467		8,750,000		11,375,432		8,750,000
Basic and diluted net income per ordinary share	$	0.10	$	0.10	$	0.14	$	0.14

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Significant Accounting Policies (Tables)

6 Months Ended

Sep. 30, 2024

Significant Accounting Policies [Abstract]

Schedule of Class A Ordinary Shares Subject to Redemption Reflected in the Condensed Balance Sheet

At September 30, 2024, the Class A ordinary shares subject to redemption reflected in the condensed balance sheet are reconciled in the following table:

Gross proceeds	$	350,000,000
Less:
Proceeds allocated to Public Warrants		(2,100,000	)
Proceeds allocated to the over-allotment option		(598,539	)
Class A ordinary shares issuance costs		(18,916,935	)
Plus:
Remeasurement of carrying value to redemption value		21,615,474
Class A ordinary shares subject to possible redemption, June 30, 2024	$	350,000,000
Plus:
Accretion of carrying value to redemption value		2,425,522
Class A ordinary shares subject to possible redemption, September 30, 2024	$	352,425,522

Schedule of Table Reflects the Calculation of Basic and Diluted Net Income Per Ordinary Share

The following table reflects the calculation of basic and diluted net income per Ordinary Share (in dollars, except per share amounts):

	For the Three Months Ended September 30,				For the Period from April 15, 2024 (Inception) Through September 30,
	2024				2024
	Class A		Class B		Class A		Class B
Basic and diluted net income per ordinary share
Numerator:
Allocation of net income, as adjusted	$	2,088,327	$	873,027	$	1,647,318	$	1,267,120
Denominator:
Basic and diluted weighted average ordinary shares outstanding		20,930,467		8,750,000		11,375,432		8,750,000
Basic and diluted net income per ordinary share	$	0.10	$	0.10	$	0.14	$	0.14

Fair Value Measurements (Tables)

6 Months Ended

Sep. 30, 2024

Fair Value Measurements [Abstract]

Schedule of Assets Measured at Fair Value

Schedule of Valuation of the Over-Allotment Option

The following table presents the quantitative information regarding the market assumption used in the valuation of the over-allotment option:

	August 8, 2024
Closing stock price	$	10.00
Exercise price	$	10.00
Expected term (years)		0.12
Volatility		5.42	%
Daily treasury yield curve		5.55	%

Schedule of Regarding Market Assumptions Used in the Valuation of the Public Warrants

The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Warrants:

	August 8, 2024
Underlying stock price	$	10.00
Exercise price	$	11.50
Term (years)		5.0
Risk-free rate		3.477	%
Volatility		14.4	%
Market probability risk factor		12.5	%

Description of Organization and Business Operations (Details) - USD ($)		3 Months Ended	6 Months Ended
	Aug. 08, 2024	Sep. 30, 2024	Sep. 30, 2024
Description of Organization and Business Operations [Line Items]
Number of units (in Shares)		262,500	262,500
Generating gross proceeds			$ 4,000,000
Transaction costs			19,093,523
Cash underwriting fees			5,250,000
Deferred underwriting fees			12,250,000
Other offering costs			$ 1,593,523
Percentage of fair market value net assets held in trust account			80.00%
Percentage of interest earned on the trust account			10.00%
Liquidation expenses			$ 100,000
Percentage of aggregate public shares			15.00%
Public shares (in Shares)		662,500
Paid in cash		$ 2,000,000	$ 2,000,000
Purchase underwriter private placement units			2,625,000
Underwriters payables			625,000
Cash		$ 875,919	875,919
Working capital			$ 195,431
Sponsor [Member]
Description of Organization and Business Operations [Line Items]
Price per shares (in Dollars per share)		$ 10	$ 10
Sale price per share (in Dollars per share)		10	$ 10
Sale of unit			$ 6,625,000
Base Fee [Member]
Description of Organization and Business Operations [Line Items]
Sale price per share (in Dollars per share)		$ 0.132	$ 0.132
Business Combination [Member]
Description of Organization and Business Operations [Line Items]
Business combination acquires		60.00%	60.00%
Class A Ordinary Shares [Member] \| Business Combination [Member]
Description of Organization and Business Operations [Line Items]
Price per shares (in Dollars per share)		$ 12	$ 12
IPO [Member]
Description of Organization and Business Operations [Line Items]
Number of units (in Shares)	35,000,000
Price per shares (in Dollars per share)	$ 10	10	$ 10
Generating gross proceeds	$ 350,000,000
Private placement units (in Shares)			400,000
Liquidation expenses			$ 100,000
Net proceeds	$ 350,000,000
Sale price per share (in Dollars per share)	$ 10	0.15	$ 0.15
Sale of unit			$ 4,625,000
Underwriters payables			$ 52,000
IPO [Member] \| Base Fee [Member]
Description of Organization and Business Operations [Line Items]
Price per shares (in Dollars per share)		0.15	$ 0.15
Sale price per share (in Dollars per share)		0.15	$ 0.15
Sale of unit			$ 5,250,000
IPO [Member] \| Class A Ordinary Shares [Member]
Description of Organization and Business Operations [Line Items]
Number of units (in Shares)	35,000,000
Public Shares [Member]
Description of Organization and Business Operations [Line Items]
Price per shares (in Dollars per share)		$ 10	$ 10
Public shares (in Shares)			5,250,000
Public Shares [Member] \| Business Combination [Member]
Description of Organization and Business Operations [Line Items]
Business combination acquires		100.00%	100.00%
Public Shares [Member] \| Class A Ordinary Shares [Member]
Description of Organization and Business Operations [Line Items]
Price per shares (in Dollars per share)	$ 10
Generating gross proceeds	$ 350,000,000
Private Placement [Member]
Description of Organization and Business Operations [Line Items]
Price per shares (in Dollars per share)		$ 10	$ 10
Generating gross proceeds			$ 2,625,000
Sale price per share (in Dollars per share)		$ 10	$ 10
Private Placement [Member] \| Sponsor [Member]
Description of Organization and Business Operations [Line Items]
Sale of unit			$ 662,500
Private Placement [Member] \| Business Combination [Member]
Description of Organization and Business Operations [Line Items]
Business combination acquires		50.00%	50.00%
Private Placement [Member] \| Class A Ordinary Shares [Member]
Description of Organization and Business Operations [Line Items]
Sale price per share (in Dollars per share)		$ 11.5	$ 11.5
Underwriter Private Placement [Member]
Description of Organization and Business Operations [Line Items]
Price per shares (in Dollars per share)		10	10
Sale price per share (in Dollars per share)		0.018	$ 0.018
Sale of unit			$ 625,000
Over-Allotment Option [Member]
Description of Organization and Business Operations [Line Items]
Sale price per share (in Dollars per share)		$ 0.1	$ 0.1
Public shares (in Shares)			6,037,500

Significant Accounting Policies (Details)	6 Months Ended
Significant Accounting Policies (Details)	Sep. 30, 2024 USD ($) $ / shares shares
Significant Accounting Policies [Line Items]
Assets held in the Trust Account \| $	$ 352,575,810
Working capital expenses \| $	150,288
FDIC coverage limit \| $	$ 250,000
Weighted average shares subject to forfeiture \| shares	1,312,500
Public Warrants [Member]
Significant Accounting Policies [Line Items]
Warrant issue \| shares	11,666,666
Private Warrant [Member]
Significant Accounting Policies [Line Items]
Warrant issue \| shares	220,833
Class B Ordinary Shares [Member]
Significant Accounting Policies [Line Items]
Ordinary shares, par value \| $ / shares	$ 0.0001

Significant Accounting Policies (Details) - Schedule of Class A Ordinary Shares Subject to Redemption Reflected in the Condensed Balance Sheet - Class A Ordinary Shares Subject to Redemption [Member] - USD ($)	3 Months Ended
	Sep. 30, 2024	Jun. 30, 2024
Schedule of Class A Ordinary Shares Subject to Redemption [Line Items]
Gross proceeds		$ 350,000,000
Less:
Proceeds allocated to Public Warrants		(2,100,000)
Proceeds allocated to the over-allotment option		(598,539)
Class A ordinary shares issuance costs		(18,916,935)
Plus:
Remeasurement of carrying value to redemption value		21,615,474
Accretion of carrying value to redemption value	$ 2,425,522
Class A ordinary shares subject to possible redemption,	$ 352,425,522	$ 350,000,000

Significant Accounting Policies (Details) - Schedule of Table Reflects the Calculation of Basic and Diluted Net Income Per Ordinary Share - USD ($)	3 Months Ended	6 Months Ended
	Sep. 30, 2024	Sep. 30, 2024
Class A [Member]
Numerator:
Allocation of net income, as adjusted	$ 2,088,327	$ 1,647,318
Denominator:
Basic weighted average ordinary shares outstanding	20,930,467	11,375,432
Diluted weighted average ordinary shares outstanding	20,930,467	11,375,432
Basic net income per ordinary share	$ 0.1	$ 0.14
Diluted net income per ordinary share	$ 0.1	$ 0.14
Class B [Member]
Numerator:
Allocation of net income, as adjusted	$ 873,027	$ 1,267,120
Denominator:
Basic weighted average ordinary shares outstanding	8,750,000	8,750,000
Diluted weighted average ordinary shares outstanding	8,750,000	8,750,000
Basic net income per ordinary share	$ 0.1	$ 0.14
Diluted net income per ordinary share	$ 0.1	$ 0.14

Initial Public Offering (Details) - $ / shares	Aug. 08, 2024	Sep. 30, 2024
Business Combination [Member]
Initial Public Offering [Line Items]
Business combination per share		$ 10
Percentage of total equity proceeds		60.00%
Warrant [Member]
Initial Public Offering [Line Items]
Purchase price	$ 10
Price per share		$ 0.01
Expiration term		5 years
Warrant [Member] \| Business Combination [Member]
Initial Public Offering [Line Items]
Business combination per share		$ 9.2
Minimum [Member] \| Business Combination [Member]
Initial Public Offering [Line Items]
Percentage of total equity proceeds		115.00%
Maximum [Member] \| Business Combination [Member]
Initial Public Offering [Line Items]
Business combination per share		$ 18
Percentage of total equity proceeds		180.00%
Class A Ordinary Shares [Member]
Initial Public Offering [Line Items]
Price per share		$ 18
Class A Ordinary Shares [Member] \| Business Combination [Member]
Initial Public Offering [Line Items]
Purchase price		12
Business combination per share		9.2
Class A Ordinary Shares [Member] \| Warrant [Member]
Initial Public Offering [Line Items]
Price per share	$ 11.5
IPO [Member]
Initial Public Offering [Line Items]
Number of units sold (in Shares)	35,000,000
Purchase price	$ 10	$ 10

Related Party Transactions (Details) - USD ($)			3 Months Ended	6 Months Ended
Related Party Transactions (Details) - USD ($)	Aug. 06, 2024	Apr. 19, 2024	Sep. 30, 2024	Sep. 30, 2024	Aug. 08, 2024
Related Party Transactions [Line Items]
Sponsor private placement units.				$ 6,625,000
Payment of costs related to the initial public offering		$ 300,000
Promissory note			$ 0	$ 0
Number of shares			1	1
Underwriting commissions				$ 2,625,000
Purchased shares			662,500
Working capital loans				1,500,000
Affiliate fees	$ 30,000
Incurred in fees			$ 60,000	$ 60,000
Business Combination [Member]
Related Party Transactions [Line Items]
Business Combination price per share			$ 10	$ 10
Sponsor [Member]
Related Party Transactions [Line Items]
Closing Price per share			10	$ 10
Sponsor private placement units.				$ 0
Private placement units price per unit			$ 10	$ 10
Warrant [Member]
Related Party Transactions [Line Items]
Closing Price per share					$ 10
Number of shares			1	1
Warrant [Member] \| Business Combination [Member]
Related Party Transactions [Line Items]
Business Combination price per share			$ 9.2	$ 9.2
Class B Ordinary Shares [Member]
Related Party Transactions [Line Items]
Ordinary shares, par value			0.0001	$ 0.0001
Share Forfeited				1,312,500
Founder Shares [Member] \| Sponsor [Member]
Related Party Transactions [Line Items]
Share Forfeited		1,312,500
Class A Ordinary Shares [Member]
Related Party Transactions [Line Items]
Ordinary shares, par value			$ 0.0001	$ 0.0001
Number of shares			1	1
Class A Ordinary Shares [Member] \| Business Combination [Member]
Related Party Transactions [Line Items]
Closing Price per share			$ 12	$ 12
Business Combination price per share			$ 9.2	$ 9.2
Class A Ordinary Shares [Member] \| Warrant [Member]
Related Party Transactions [Line Items]
Number of shares			1	1
Sponsor [Member] \| Class B Ordinary Shares [Member]
Related Party Transactions [Line Items]
Related party amount paid		$ 25,000
Shares consideration		10,062,500
Founder Shares [Member] \| Class B Ordinary Shares [Member]
Related Party Transactions [Line Items]
Ordinary shares, par value		$ 0.0001
Private Placement [Member]
Related Party Transactions [Line Items]
Closing Price per share			$ 10	$ 10
Number Of Units Purchased			400,000	400,000
Private placement units price per unit			$ 10	$ 10
Purchase price				$ 4,000,000
Private Placement [Member] \| BTIG, LLC [Member]
Related Party Transactions [Line Items]
Purchased shares				262,500
Private Placement [Member] \| Class A Ordinary Shares [Member]
Related Party Transactions [Line Items]
Private placement units price per unit			$ 11.5	$ 11.5
Number of shares			1	1
Underwriters Private Placement Units [Member]
Related Party Transactions [Line Items]
Private placement units price per unit			$ 10	$ 10

Commitments and Contingencies (Details) - USD ($)		6 Months Ended
Commitments and Contingencies (Details) - USD ($)	Aug. 08, 2024	Sep. 30, 2024
Commitments and Contingencies [Line Items]
Aggregate amount (in Dollars)		$ 4,000,000
Paid in cash (in Dollars)		2,000,000
Underwriters payables (in Dollars)		$ 625,000
Deferred fee price per share		$ 0.35
Aggregate deferred fee (in Dollars)		$ 12,250,000
Percentage of underwriters receipt		100.00%
Over-Allotment Option [Member]
Commitments and Contingencies [Line Items]
Initial public offering additional units (in Shares)		5,250,000
Price per unit sold		$ 0.1
Additional units		0.175
Initial Public Offering [Member]
Commitments and Contingencies [Line Items]
Price per unit sold	$ 10	0.15
Aggregate amount (in Dollars)	$ 350,000,000
Shares Issued, Price Per Share	$ 10	$ 10
Amount paid for closing IPO (in Dollars)		$ 4,625,000
Underwriters payables (in Dollars)		$ 52,000
Initial Public Offering [Member] \| Minimum [Member]
Commitments and Contingencies [Line Items]
Price per unit sold		$ 0.075
Initial Public Offering [Member] \| Maximum [Member]
Commitments and Contingencies [Line Items]
Price per unit sold		0.175
Base Fee [Member]
Commitments and Contingencies [Line Items]
Price per unit sold		$ 0.15
Aggregate amount (in Dollars)		$ 5,250,000
Shares Issued, Price Per Share		$ 0.132
Private Placement Units [Member]
Commitments and Contingencies [Line Items]
Price per unit sold		$ 0.018
Underwriters purchases (in Dollars)		$ 2,625,000

Shareholders' Deficit (Details) - USD ($)	6 Months Ended
Shareholders' Deficit (Details) - USD ($)	Sep. 30, 2024	May 22, 2024
Shareholders’ Deficit [Line Items]
preference shares, shares authorized	1,000,000
preference shares, par value (in Dollars per share)	$ 0.0001
Preference shares issued
Preference shares outstanding
Business Combination [Member]
Shareholders’ Deficit [Line Items]
Fair value issued (in Dollars)		$ 396
Class A Ordinary Shares [Member]
Shareholders’ Deficit [Line Items]
Common stock, shares authorized	300,000,000
Common stock, par value (in Dollars per share)	$ 0.0001
Vote for each share	one
Common stock, shares issued	822,500
Common stock, shares outstanding	822,500
Ordinary shares subject to possible redemption.	35,000,000
Class A Ordinary Shares [Member] \| Business Combination [Member]
Shareholders’ Deficit [Line Items]
Common stock, shares issued	8,750,000
Common stock, shares outstanding	750,000
Class A Ordinary Shares [Member] \| Non-executive Director [Member]
Shareholders’ Deficit [Line Items]
Common stock, shares issued		40,000
Class A Ordinary Shares [Member] \| Director [Member]
Shareholders’ Deficit [Line Items]
Common stock, shares issued		160,000
Class B Ordinary Shares [Member]
Shareholders’ Deficit [Line Items]
Common stock, shares authorized	30,000,000
Common stock, par value (in Dollars per share)	$ 0.0001
Vote for each share	one
Common stock, shares issued	8,750,000
Common stock, shares outstanding	8,750,000
Shares forfeited	1,312,500
Conversion of convertible stock percentage	20.00%

Fair Value Measurements (Details) - Schedule of Assets Measured at Fair Value - USD ($)	Aug. 08, 2024	Sep. 30, 2024
Level 1 [Member]
Schedule of Assets Measured at Fair Value [Line Items]
Cash equivalents		$ 750,000
Level 3 [Member]
Schedule of Assets Measured at Fair Value [Line Items]
Fair value of over-allotment option	$ 598,539
Fair value of Public Warrants for Class A ordinary shares subject to redemption allocation	$ 2,100,000

Fair Value Measurements (Details) - Schedule of Valuation of the Over-Allotment Option	Aug. 08, 2024
Closing Stock Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Overallotment option measurement	10
Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Overallotment option measurement	10
Expected Term (years) [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Overallotment option measurement	0.12
Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Overallotment option measurement	5.42
Daily Treasury Yield Curve [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Overallotment option measurement	5.55

Fair Value Measurements (Details) - Schedule of Regarding Market Assumptions Used in the Valuation of the Public Warrants	Aug. 08, 2024
Underlying Stock Price [Member]
Schedule of Regarding Market Assumptions Used in the Valuation of the Public Warrants [Line Items]
Public warrants measurement	10
Exercise Price [Member]
Schedule of Regarding Market Assumptions Used in the Valuation of the Public Warrants [Line Items]
Public warrants measurement	11.5
Term (years) [Member]
Schedule of Regarding Market Assumptions Used in the Valuation of the Public Warrants [Line Items]
Public warrants measurement	5
Risk-Free Rate [Member]
Schedule of Regarding Market Assumptions Used in the Valuation of the Public Warrants [Line Items]
Public warrants measurement	3.477
Volatility [Member]
Schedule of Regarding Market Assumptions Used in the Valuation of the Public Warrants [Line Items]
Public warrants measurement	14.4
Market Probability Risk Factor [Member]
Schedule of Regarding Market Assumptions Used in the Valuation of the Public Warrants [Line Items]
Public warrants measurement	12.5