[10-Q] EQV Ventures Acquisition Corp. Quarterly Earnings Report
EQV Ventures Acquisition Corp. is a blank-check company formed to complete a business combination, holding approximately $363.4 million in a trust account invested in short-term instruments. The company generated $7.81 million of interest income on trust investments in the six months ended June 30, 2025, producing a reported net income of $5.98 million for the period after general and administrative costs of $1.84 million.
Outside the trust, EQV had $925,722 in operating cash and a $599,255 working capital deficit, and has recognized that its mandatory liquidation date raises substantial doubt about going concern. The public Class A shares are redeemable at approximately $10.38 per share at June 30, 2025, and the company recorded Class A shares subject to possible redemption of about $363.25 million, leaving minimal funds for operations outside the trust. The company executed a Business Combination Agreement with related entities to acquire Presidio/Prometheus businesses and arranged PIPE and preferred financing commitments in connection with that proposed transaction.
EQV Ventures Acquisition Corp. è una società blank-check (SPAC) costituita per completare una business combination, che detiene circa $363.4 million in un conto fiduciario investito in strumenti a breve termine. La società ha generato $7.81 million di proventi da interessi sugli investimenti del trust nei sei mesi chiusi il 30 giugno 2025, producendo un utile netto di $5.98 million per il periodo dopo costi generali e amministrativi di $1.84 million.
Al di fuori del trust, EQV disponeva di $925,722 di liquidità operativa e di un deficit di capitale circolante di $599,255, e ha riconosciuto che la sua data di liquidazione obbligatoria solleva sostanziali dubbi sulla continuità aziendale. Le azioni pubbliche di Classe A sono rimborsabili a circa $10.38 per azione al 30 giugno 2025, e la società ha contabilizzato azioni di Classe A soggette a possibile rimborso per circa $363.25 million, lasciando risorse minime per le operazioni al di fuori del trust. La società ha stipulato un Accordo di Combinazione d'Impresa (Business Combination Agreement) con entità correlate per acquisire le attività Presidio/Prometheus e ha concordato impegni di finanziamento PIPE e tramite strumenti privilegiati in relazione alla transazione proposta.
EQV Ventures Acquisition Corp. es una empresa blank-check (SPAC) creada para completar una combinación de negocios, con aproximadamente $363.4 million en una cuenta fiduciaria invertida en instrumentos a corto plazo. La compañía generó $7.81 million de ingresos por intereses de las inversiones del fideicomiso en los seis meses terminados el 30 de junio de 2025, produciendo un resultado neto de $5.98 million para el período después de gastos generales y administrativos de $1.84 million.
Fuera del fideicomiso, EQV tenía $925,722 en efectivo operativo y un déficit de capital de trabajo de $599,255, y ha reconocido que su fecha obligatoria de liquidación plantea dudas sustanciales sobre la continuidad operativa. Las acciones públicas Clase A son reembolsables a aproximadamente $10.38 por acción al 30 de junio de 2025, y la compañía registró acciones Clase A sujetas a posible reembolso por aproximadamente $363.25 million, dejando fondos mínimos para operaciones fuera del fideicomiso. La compañía suscribió un Acuerdo de Combinación de Negocios (Business Combination Agreement) con entidades relacionadas para adquirir los negocios Presidio/Prometheus y concertó compromisos de financiación PIPE y de preferentes en relación con esa transacción propuesta.
EQV Ventures Acquisition Corp.는 사업 결합을 완료하기 위해 설립된 블랭크-체크 회사(SPAC)로, 단기성 상품에 투자된 약 $363.4 million을 신탁 계좌에 보유하고 있습니다. 회사는 2025년 6월 30일 종료된 6개월 동안 신탁 투자로부터 $7.81 million의 이자수익을 올렸고, 일반 및 관리비용 $1.84 million을 제외한 기간 순이익 $5.98 million을 보고했습니다.
신탁 외부에서는 EQV가 운영 현금 $925,722을 보유하고 있고 $599,255의 운전자본 적자가 있으며, 의무 청산일 때문에 계속기업 존속에 중대한 의문이 제기된다고 인정했습니다. 공모된 클래스 A 보통주는 2025년 6월 30일 기준 주당 약 $10.38에 환매될 수 있으며, 회사는 약 $363.25 million에 해당하는 환매 대상 클래스 A 주식을 계상해 신탁 외 운영을 위한 자금이 거의 남아 있지 않습니다. 회사는 관련 회사들과 사업 결합 계약(Business Combination Agreement)을 체결하여 Presidio/Prometheus 사업을 인수하기로 했고, 해당 거래와 관련해 PIPE 및 우선주 형태의 자금 조달 약정을 체결했습니다.
EQV Ventures Acquisition Corp. est une société « blank-check » (SPAC) créée pour réaliser une combinaison d'entreprises, détenant environ $363.4 million sur un compte fiduciaire investi en instruments à court terme. La société a généré $7.81 million de produits d'intérêts sur les placements du trust au cours des six mois clos le 30 juin 2025, produisant un résultat net de $5.98 million pour la période après des charges générales et administratives de $1.84 million.
En dehors du trust, EQV disposait de $925,722 de trésorerie opérationnelle et d'un déficit de fonds de roulement de $599,255, et a reconnu que sa date de liquidation obligatoire soulève des doutes importants sur la continuité d'exploitation. Les actions publiques de classe A sont rachetables à environ $10.38 par action au 30 juin 2025, et la société a inscrit des actions de classe A susceptibles d'être rachetées pour environ $363.25 million, ne laissant que peu de fonds pour les opérations hors trust. La société a conclu un contrat de regroupement d'entreprises (Business Combination Agreement) avec des entités liées pour acquérir les activités Presidio/Prometheus et a obtenu des engagements de financement PIPE et en titres préférentiels en lien avec cette opération proposée.
EQV Ventures Acquisition Corp. ist eine Blanko-Scheck-Gesellschaft (SPAC), die zur Durchführung einer Unternehmenszusammenführung gegründet wurde und etwa $363.4 million in einem Treuhandkonto hält, das in kurzfristige Instrumente investiert ist. Das Unternehmen erzielte in den sechs Monaten bis zum 30. Juni 2025 $7.81 million Zinserträge aus den Treuhandinvestitionen und wies nach allgemeinen und administrativen Aufwendungen von $1.84 million ein berichtetes Nettoergebnis von $5.98 million für den Zeitraum aus.
Außerhalb des Treuhandkontos verfügte EQV über $925,722 Betriebsmittel und ein Working-Capital-Defizit von $599,255 und hat anerkannt, dass sein verpflichtendes Liquidationsdatum erhebliche Zweifel an der Fortführung des Unternehmens aufwirft. Die börsennotierten Class‑A‑Aktien sind zum 30. Juni 2025 zu etwa $10.38 pro Aktie rückzahlbar, und das Unternehmen hat Class‑A‑Aktien, die möglicherweise rückzahlbar sind, in Höhe von rund $363.25 million ausgewiesen, sodass außerhalb des Treuhands nur geringe Mittel für den laufenden Betrieb verbleiben. Das Unternehmen hat eine Vereinbarung zur Unternehmenszusammenführung (Business Combination Agreement) mit verbundenen Einheiten zur Übernahme der Presidio/Prometheus-Geschäfte abgeschlossen und im Zusammenhang mit der vorgeschlagenen Transaktion PIPE‑ und Vorzugsfinanzierungszusagen vereinbart.
- None.
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Insights
TL;DR: Strong trust funding and interest income support dealmaking but operating liquidity and going-concern risk are material near-term concerns.
EQV holds approximately $363.4M in trust, which is the primary economic asset and provides interest income that drove a $5.98M net income for six months. That interest income largely offsets operating costs, but only about $0.9M of cash exists outside the trust and the company reports a $599K working capital deficit, creating near-term liquidity pressure for due diligence and transaction expenses. Deferred underwriting fees of $12.25M and other offering-related liabilities reduce potential cash available upon a business combination. The recently executed Business Combination Agreement and accompanying PIPE/preferred commitments are material and potentially value-accretive if consummated, but the company’s mandatory liquidation timetable and going-concern disclosure increase execution risk.
TL;DR: Signing a definitive Business Combination Agreement with PIPE and preferred commitments is materially impactful, contingent on closing conditions and financing.
The August 2025 Business Combination Agreement with Presidio/Prometheus and the concurrent PIPE and Series A preferred security commitments represent a substantive step toward consummation and recapitalization. The planned PIPE of 8,750,000 Presidio shares at $10.00 and a $123,750,000 preferred investment outline meaningful financing support. However, successful closing depends on regulatory approvals, proxy/prospectus effectiveness and exchange listing approval. Given that most economic value is in the trust account, structure, dilution, and timing of releases from the trust will determine ultimate value transfer to public shareholders and sponsor interests.
EQV Ventures Acquisition Corp. è una società blank-check (SPAC) costituita per completare una business combination, che detiene circa $363.4 million in un conto fiduciario investito in strumenti a breve termine. La società ha generato $7.81 million di proventi da interessi sugli investimenti del trust nei sei mesi chiusi il 30 giugno 2025, producendo un utile netto di $5.98 million per il periodo dopo costi generali e amministrativi di $1.84 million.
Al di fuori del trust, EQV disponeva di $925,722 di liquidità operativa e di un deficit di capitale circolante di $599,255, e ha riconosciuto che la sua data di liquidazione obbligatoria solleva sostanziali dubbi sulla continuità aziendale. Le azioni pubbliche di Classe A sono rimborsabili a circa $10.38 per azione al 30 giugno 2025, e la società ha contabilizzato azioni di Classe A soggette a possibile rimborso per circa $363.25 million, lasciando risorse minime per le operazioni al di fuori del trust. La società ha stipulato un Accordo di Combinazione d'Impresa (Business Combination Agreement) con entità correlate per acquisire le attività Presidio/Prometheus e ha concordato impegni di finanziamento PIPE e tramite strumenti privilegiati in relazione alla transazione proposta.
EQV Ventures Acquisition Corp. es una empresa blank-check (SPAC) creada para completar una combinación de negocios, con aproximadamente $363.4 million en una cuenta fiduciaria invertida en instrumentos a corto plazo. La compañía generó $7.81 million de ingresos por intereses de las inversiones del fideicomiso en los seis meses terminados el 30 de junio de 2025, produciendo un resultado neto de $5.98 million para el período después de gastos generales y administrativos de $1.84 million.
Fuera del fideicomiso, EQV tenía $925,722 en efectivo operativo y un déficit de capital de trabajo de $599,255, y ha reconocido que su fecha obligatoria de liquidación plantea dudas sustanciales sobre la continuidad operativa. Las acciones públicas Clase A son reembolsables a aproximadamente $10.38 por acción al 30 de junio de 2025, y la compañía registró acciones Clase A sujetas a posible reembolso por aproximadamente $363.25 million, dejando fondos mínimos para operaciones fuera del fideicomiso. La compañía suscribió un Acuerdo de Combinación de Negocios (Business Combination Agreement) con entidades relacionadas para adquirir los negocios Presidio/Prometheus y concertó compromisos de financiación PIPE y de preferentes en relación con esa transacción propuesta.
EQV Ventures Acquisition Corp.는 사업 결합을 완료하기 위해 설립된 블랭크-체크 회사(SPAC)로, 단기성 상품에 투자된 약 $363.4 million을 신탁 계좌에 보유하고 있습니다. 회사는 2025년 6월 30일 종료된 6개월 동안 신탁 투자로부터 $7.81 million의 이자수익을 올렸고, 일반 및 관리비용 $1.84 million을 제외한 기간 순이익 $5.98 million을 보고했습니다.
신탁 외부에서는 EQV가 운영 현금 $925,722을 보유하고 있고 $599,255의 운전자본 적자가 있으며, 의무 청산일 때문에 계속기업 존속에 중대한 의문이 제기된다고 인정했습니다. 공모된 클래스 A 보통주는 2025년 6월 30일 기준 주당 약 $10.38에 환매될 수 있으며, 회사는 약 $363.25 million에 해당하는 환매 대상 클래스 A 주식을 계상해 신탁 외 운영을 위한 자금이 거의 남아 있지 않습니다. 회사는 관련 회사들과 사업 결합 계약(Business Combination Agreement)을 체결하여 Presidio/Prometheus 사업을 인수하기로 했고, 해당 거래와 관련해 PIPE 및 우선주 형태의 자금 조달 약정을 체결했습니다.
EQV Ventures Acquisition Corp. est une société « blank-check » (SPAC) créée pour réaliser une combinaison d'entreprises, détenant environ $363.4 million sur un compte fiduciaire investi en instruments à court terme. La société a généré $7.81 million de produits d'intérêts sur les placements du trust au cours des six mois clos le 30 juin 2025, produisant un résultat net de $5.98 million pour la période après des charges générales et administratives de $1.84 million.
En dehors du trust, EQV disposait de $925,722 de trésorerie opérationnelle et d'un déficit de fonds de roulement de $599,255, et a reconnu que sa date de liquidation obligatoire soulève des doutes importants sur la continuité d'exploitation. Les actions publiques de classe A sont rachetables à environ $10.38 par action au 30 juin 2025, et la société a inscrit des actions de classe A susceptibles d'être rachetées pour environ $363.25 million, ne laissant que peu de fonds pour les opérations hors trust. La société a conclu un contrat de regroupement d'entreprises (Business Combination Agreement) avec des entités liées pour acquérir les activités Presidio/Prometheus et a obtenu des engagements de financement PIPE et en titres préférentiels en lien avec cette opération proposée.
EQV Ventures Acquisition Corp. ist eine Blanko-Scheck-Gesellschaft (SPAC), die zur Durchführung einer Unternehmenszusammenführung gegründet wurde und etwa $363.4 million in einem Treuhandkonto hält, das in kurzfristige Instrumente investiert ist. Das Unternehmen erzielte in den sechs Monaten bis zum 30. Juni 2025 $7.81 million Zinserträge aus den Treuhandinvestitionen und wies nach allgemeinen und administrativen Aufwendungen von $1.84 million ein berichtetes Nettoergebnis von $5.98 million für den Zeitraum aus.
Außerhalb des Treuhandkontos verfügte EQV über $925,722 Betriebsmittel und ein Working-Capital-Defizit von $599,255 und hat anerkannt, dass sein verpflichtendes Liquidationsdatum erhebliche Zweifel an der Fortführung des Unternehmens aufwirft. Die börsennotierten Class‑A‑Aktien sind zum 30. Juni 2025 zu etwa $10.38 pro Aktie rückzahlbar, und das Unternehmen hat Class‑A‑Aktien, die möglicherweise rückzahlbar sind, in Höhe von rund $363.25 million ausgewiesen, sodass außerhalb des Treuhands nur geringe Mittel für den laufenden Betrieb verbleiben. Das Unternehmen hat eine Vereinbarung zur Unternehmenszusammenführung (Business Combination Agreement) mit verbundenen Einheiten zur Übernahme der Presidio/Prometheus-Geschäfte abgeschlossen und im Zusammenhang mit der vorgeschlagenen Transaktion PIPE‑ und Vorzugsfinanzierungszusagen vereinbart.
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EQV VENTURES ACQUISITION CORP.
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2025
TABLE OF CONTENTS
| Page | ||
| Part I. Financial Information | ||
| Item 1. Interim Financial Statements | 1 | |
| Condensed Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024 | 1 | |
| Condensed Statements of Operations for the Three and Six Months Ended June 30, 2025 and for the Period from April 15, 2024 (Inception) through June 30, 2024 (Unaudited) | 2 | |
| Condensed Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2025 and for the Period from April 15, 2024 (Inception) through June 30, 2024 (Unaudited) | 3 | |
| Condensed Statements of Cash Flows for the Six Months Ended June 30, 2025 and for the Period from April 15, 2024 (Inception) through June 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 | 22 | |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 27 | |
| Item 4. Controls and Procedures | 27 | |
| Part II. Other Information | ||
| Item 1. Legal Proceedings | 28 | |
| Item 1A. Risk Factors | 28 | |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 30 | |
| Item 3. Defaults Upon Senior Securities | 30 | |
| Item 4. Mine Safety Disclosures | 30 | |
| Item 5. Other Information | 30 | |
| Item 6. Exhibits | 31 | |
| Signatures | 32 |
i
PART I - FINANCIAL INFORMATION
Item 1. Interim Financial Statements.
EQV VENTURES ACQUISITION CORP.
CONDENSED BALANCE SHEETS
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | ||||||||
| Assets: | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Short term prepaid insurance | ||||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Investments held in trust account | ||||||||
| Long term prepaid insurance | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit: | ||||||||
| Current liabilities | ||||||||
| Accrued offering costs | $ | — | $ | |||||
| Accrued expenses | ||||||||
| Cash underwriting fee payable | ||||||||
| Total current liabilities | ||||||||
| Deferred legal fees | ||||||||
| Deferred underwriting fee | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Class A ordinary shares subject to possible redemption, | ||||||||
| Shareholders’ Deficit | ||||||||
| Preference shares, $ | — | — | ||||||
| Class A ordinary shares, $ | ||||||||
| Class B ordinary shares, $ | ||||||||
| Additional paid-in capital | — | — | ||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Shareholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of the unaudited condensed financial statements.
1
EQV VENTURES ACQUISITION CORP.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | For the Period from April 15, 2024 (inception) through | ||||||||||
| General and administrative costs | $ | $ | $ | |||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ||||||
| OTHER INCOME | ||||||||||||
| Interest income from bank account | — | |||||||||||
| Interest earned on investments held in trust account | — | |||||||||||
| Total other income | — | |||||||||||
| NET INCOME (LOSS) | $ | $ | $ | ( | ) | |||||||
| Basic and diluted weighted average shares outstanding, Class A redeemable shares | ||||||||||||
| Basic and diluted net income (loss) per share | $ | $ | $ | ( | ) | |||||||
| Basic and diluted weighted average shares outstanding, Class A and B non-redeemable shares | ||||||||||||
| Basic and diluted net income (loss) per share | $ | $ | $ | ( | ) | |||||||
The accompanying notes are an integral part of the unaudited condensed financial statements.
2
EQV VENTURES ACQUISITION CORP.
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT
(UNAUDITED)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025
| Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in | Accumulated | Total Shareholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance – December 31, 2024 | $ | $ | $ | — | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| Accretion for Class A ordinary shares to redemption amount | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||
| Balance – March 31, 2025 (unaudited) | $ | $ | $ | — | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| Accretion for Class A ordinary shares to redemption amount | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||
| Balance – June 30, 2025 (unaudited) | $ | $ | $ | — | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
FOR THE PERIOD FROM APRIL 15, 2024 (INCEPTION) THROUGH JUNE 30, 2024
| Class A Ordinary Shares | Class B Ordinary shares | Additional Paid-In | Accumulated | Shareholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance as of April 15, 2024 (inception) | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
| Class B ordinary shares issued to Sponsor | — | — | — | |||||||||||||||||||||||||
| Issuance of Class A shares to non-executive director nominees | — | — | — | |||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of June 30, 2024 (unaudited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
The accompanying notes are an integral part of the unaudited condensed financial statements.
3
EQV VENTURES ACQUISITION CORP.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Six Months Ended June 30, | For the Period from April 15, 2024 (inception) through June 30, | |||||||
| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Operating costs paid by Sponsor in exchange for issuance of Class B founder shares | — | |||||||
| Interest earned on investments held in trust account | ( | ) | — | |||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | ( | ) | ( | ) | ||||
| Long term prepaid insurance | — | |||||||
| Accrued expenses | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Cash withdrawn from trust account for working capital purposes | — | |||||||
| Net cash provided by investing activities | — | |||||||
| Cash Flows from Financing Activities: | ||||||||
| Issuance of Class A shares to non-executive director nominees | — | |||||||
| Proceeds from promissory note - related party | — | |||||||
| Payment of offering costs | ( | ) | ( | ) | ||||
| Net cash (used in) provided by financing activities | ( | ) | ||||||
| Net change in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents – Beginning of period | — | |||||||
| Cash and cash equivalents – End of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Offering costs included in accrued offering costs | $ | — | $ | |||||
| Deferred offering costs included in deferred legal fees | $ | — | $ | |||||
| Receivable from issuance of Class A shares to non-executive director nominees | $ | — | $ | |||||
The accompanying notes are an integral part of the unaudited condensed financial statements.
4
EQV VENTURES ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(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
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 June 30, 2025, the Company had not commenced any operations. All activity for the period from April 15, 2024 (inception) through June 30, 2025 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 generates 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
Simultaneously with the
closing of the Initial Public Offering, the Company consummated the sale of (i)
Transaction costs amounted
to $
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
5
EQV VENTURES ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
Following the closing of
the Initial Public Offering on August 8, 2024, an amount of $
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 $
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
6
EQV VENTURES ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
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
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. If the Company is unable to complete a business combination within the business 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 $
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 business 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 business
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 business 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 ($
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) $
Going Concern
In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 205-40, “Presentation of Financial Statements – Going Concern,” management has determined that the Company’s mandatory liquidation date and potential subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the business combination period.
7
EQV VENTURES ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(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
Simultaneously with the
closing of the Initial Public Offering, the Company consummated the sale of
Additionally, at the closing
of the Initial Public Offering, the Company paid the underwriter $
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 June 30, 2025, the
Company had operating cash of $
8
EQV VENTURES ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(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 Annual Report on Form 10-K for the period ended December 31, 2024, as filed with the SEC on March 31, 2025. The interim results for the three and six months ended June 30, 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2025 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 unaudited condensed 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.
9
EQV VENTURES ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
Use of Estimates
The preparation of the unaudited condensed 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 unaudited condensed 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 unaudited condensed 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 had $
Cash Held in Trust Account
At June 30, 2025 and December
31, 2024, the assets held in the trust account, amounting to approximately $
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 unaudited condensed balance sheets, primarily due to their short-term nature.
10
EQV VENTURES ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
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 unaudited condensed statement 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 unaudited condensed balance sheets 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 unaudited condensed balance sheets date. The underwriter’s over-allotment option was 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.
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 both June 30, 2025 and December 31, 2024, there were 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
EQV VENTURES ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
Class A Ordinary Shares Subject to Possible Redemption
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 both June 30, 2025 and December 31, 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
sheets.
| Gross proceeds | $ | |||
| Less: | ||||
| Proceeds allocated to public warrants | ( | ) | ||
| Proceeds allocated to the over-allotment option | ( | ) | ||
| Class A ordinary shares issuance costs | ( | ) | ||
| Plus: | ||||
| Accretion of carrying value to redemption value | ||||
| Class A ordinary shares subject to possible redemption, December 31, 2024 | ||||
| Plus: | ||||
| Accretion of carrying value to redemption value | ||||
| Class A ordinary shares subject to possible redemption, March 31, 2025 | $ | |||
| Plus: | ||||
| Accretion of carrying value to redemption value | ||||
| Class A ordinary shares subject to possible redemption, June 30, 2025 | $ |
Concentration of Credit Risk
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 $
12
EQV VENTURES ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
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
The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):
Three
Months | Six
Months | |||||||||||||||
| Class A Redeemable shares | Class A and B Non-redeemable shares | Class A Redeemable shares | Class A and B Non-redeemable shares | |||||||||||||
| Basic and diluted net income per ordinary share | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Allocation of net income | $ | $ | $ | $ | ||||||||||||
| Denominator: | ||||||||||||||||
| Basic and diluted weighted average shares outstanding | ||||||||||||||||
| Basic and diluted net income per ordinary share | $ | $ | $ | $ | ||||||||||||
For
the Period from | ||||||||
| Class A | Class B | |||||||
| Basic and diluted net loss per ordinary share | ||||||||
| Numerator: | ||||||||
| Allocation of net loss | $ | ( | ) | $ | ( | ) | ||
| Denominator: | ||||||||
| Basic and diluted weighted average ordinary shares outstanding | ||||||||
| Basic and diluted net loss per ordinary share | $ | ( | ) | $ | ( | ) | ||
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.
NOTE 3. INITIAL PUBLIC OFFERING
Public Units
Pursuant to the Initial
Public Offering, on August 8, 2024, the Company sold
13
EQV VENTURES ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
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
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
Once the warrants become exercisable, the Company may redeem the public warrants:
| ● | in whole and not in part; | |
| ● | at a price of $ | |
| ● | upon not less than | |
| ● | if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $ |
14
EQV VENTURES ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(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 $
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 business 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 $
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 $
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 $
15
EQV VENTURES ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
Private Placement Units
Simultaneously with the
closing of the Initial Public Offering, the Sponsor purchased an aggregate of
Additionally, $
Each Private Placement Warrant
entitles the holder to purchase
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 will 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 $
Administrative Service Fee
Commencing on August 6,
2024, the Company agreed to pay an affiliate of the Sponsor a monthly fee of $
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.
16
EQV VENTURES ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
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
The underwriter is entitled
to the Base Fee of $
The underwriter is entitled
to a deferred fee of $
Deferred Legal Fees
As of both June 30, 2025
and December 31, 2024, the Company had a total deferred legal fee of $
17
EQV VENTURES ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
NOTE 6. SHAREHOLDERS’ DEFICIT
Preference Shares
The Company is authorized to issue
Class A Ordinary Shares
The Company is authorized
to issue
On May 22, 2024, the
Company issued
Class B Ordinary Shares
The Company is authorized
to issue
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,
18
EQV VENTURES ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(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 over-allotment option
was initially accounted for as a liability in accordance with ASC 815-40 and was presented within liabilities on the unaudited condensed
balance sheets. The over-allotment liability is measured at fair value at inception and on a recurring basis. The Company granted the
underwriter a
NOTE 8. SEGMENT INFORMATION
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.
The Company’s CODM
has been identified as the Chief Executive Officer, who reviews the assets, operating results, and financial metrics for the Company
as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that
there is only
The CODM assesses performance
for the single segment and decides how to allocate resources based on net income or loss that also is reported on the unaudited condensed
statement of operations as net income or loss. The measure of segment assets is reported on the condensed balance sheets as total assets.
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Investments held in trust account | $ | $ | | |||||
| Cash and cash equivalents | $ | $ | ||||||
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EQV VENTURES ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
| Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | For the Period from April 15, 2024 (inception) through | ||||||||||
| General and administrative costs | $ | $ | $ | |||||||||
| Interest earned on investments held in trust account | $ | $ | $ | — | ||||||||
The CODM reviews interest earned on the trust account to measure and monitor shareholder value and determine the most effective strategy of investment with the trust account funds while maintaining compliance with the trust agreement.
General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the unaudited condensed statement of operations, are the significant segment expenses provided to the CODM on a regular basis.
All other segment items included in net income or loss are reported on the unaudited condensed statement of operations and described within their respective disclosures.
NOTE 9. 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 mentioned below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.
Proposed Business Combination
Business Combination Agreement
On August 5, 2025, the Company entered into a business combination agreement (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), by and among the Company, Prometheus PubCo Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Presidio”), Prometheus PubCo Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Presidio (“EQV Merger Sub”), Prometheus Holdings LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of the Company (“EQV Holdings”), Prometheus Merger Sub LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of EQV Holdings (“Presidio Merger Sub”) and Presidio Investment Holdings LLC, a Delaware limited liability company (“PIH”). The transactions contemplated by the Business Combination Agreement are referred to as the “Proposed Business Combination.”
Sponsor Letter Agreement
Concurrently with the execution of the Business Combination Agreement, in connection with the Proposed Business Combination, the Company, Sponsor, Presidio, EQV Holdings, PIH and certain members of the Company’s board of directors and/or management (the “Insiders”) entered into a letter agreement (the “Sponsor Letter Agreement”), pursuant to which (a) each of Sponsor and the Insiders agreed to vote in favor of the Business Combination Agreement and the Proposed Business Combination, (b) each of Sponsor and the Insiders agreed to be bound by certain restrictions on transfer with respect to its equity interests in the Company prior to the closing of the Proposed Business Combination, (c) each of Sponsor and the Insiders agreed to be bound by certain lock-up provisions during the lock-up periods described therein with respect to its equity interests in the Company, (d) Sponsor agreed to subject certain of its founder shares to vesting (or forfeiture) on the basis of achieving certain trading price thresholds during the first five years following the closing of the Proposed Business Combination pursuant to an earnout program, (e) Sponsor agreed to subject certain of its founder Shares to time vesting during the first three years following the closing of the Proposed Business Combination pursuant to a dividend reinvestment program, which will fall away on the basis of achieving certain trading price thresholds during the first three years following the closing of the Proposed Business Combination and (f) Sponsor and the Insiders agreed to waive any adjustment to the conversion ratio set forth in the respective governing documents of any of the Company, Presidio, EQV Merger Sub, EQV Holdings, and Presidio Merger Sub or any other anti-dilution or similar protection with respect to any equity interests in the Company.
20
EQV VENTURES ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
Subscription Agreements
Concurrently with the execution
of the Business Combination Agreement, in connection with financing efforts related to the Proposed Business Combination, the Company
and Presidio entered into subscription agreements with certain investors (the “PIPE Investors”) (and may enter into, during
before the closing of the Proposed Business Combination, additional agreements with additional PIPE Investors on the same forms, as applicable)
pursuant to which, among other things, the PIPE Investors have agreed to subscribe for and purchase, and the Company and Presidio have
agreed to issue and sell to the PIPE Investors, an aggregate of
Preferred Investment
Concurrently with the execution
of the Business Combination Agreement, in connection with the Proposed Business Combination, the Company, Presidio and PIH entered into
a Series A Preferred Securities Purchase Agreement with certain investors (the “Preferred Investors”), pursuant to which and
subject to the satisfaction of the closing conditions contained therein, immediately prior to or substantially concurrently with the closing
of the Proposed Business Combination, the Preferred Investors will purchase in a private placement from Presidio an aggregate of
Sponsor Share Transfer and Contribution Agreement
Concurrently
with the execution of the Business Combination Agreement, in connection with the Proposed Business Combination and the PIPE Financing,
the Company, Presidio, Sponsor, certain Rollover Members (as defined below) and certain PIPE Investors party thereto entered into Securities
Contribution and Transfer Agreements (the “Sponsor Share Transfer and Contribution Agreements”) in order to reflect the intended
ownership interests of the shareholders of Presidio following the Proposed Business Combination. Pursuant to and subject to the terms
and conditions of the Sponsor Share Transfer and Contribution Agreement, Sponsor agreed to contribute
Agreement and Plan of Merger
In connection with the Proposed Business Combination, the Company and PIH negotiated the acquisition of all of the issued and outstanding equity interests of EQV Resources LLC, a Delaware limited liability company (“EQV Resources”) via merger (the “EQV Resources Acquisition”) and, concurrently with the execution of the Business Combination Agreement, the Company, Presidio, EQVR Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Presidio, EQV Resources Intermediate LLC, a Delaware limited liability company, EQV Resources and PIH entered into an agreement and plan of merger (the “EQV Resources Merger Agreement”), pursuant to which EQV and Presidio will effect the EQV Resources Acquisition on the terms and subject to the conditions set forth in the EQV Resources Merger Agreement and in accordance with applicable law.
Rollover Agreement
Concurrently with the execution of the Business Combination Agreement, and in connection with the Proposed Business Combination, the Company, EQV Holdings, PIH, certain existing investors and certain unitholders of PIH (“PIH Unitholders”) entered into certain rollover agreements (each, a “Rollover Agreement”, and collectively, the “Rollover Agreements”, and, such PIH Unitholders, the “Rollover Members”), pursuant to which the units held by such Rollover Members will, in accordance with the terms of the Business Combination Agreement and the Rollover Agreement, convert into the right to receive a number of units of EQV Holdings and the right to purchase Class B units of Presidio at par value.
For further details on the Proposed Business Combination, refer to the Current Reports on Form 8-K filed by the Company with the SEC on August 5, 2025, and August 11, 2025.
Working Capital Withdrawals
On July 8, 2025 and August 1, 2025,
approximately $
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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 Company’s possible business combinations, including the Proposed Business Combination and the financing thereof, 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 Annual Report on Form 10-K 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. 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 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.
22
Recent Developments
On August 5, 2025, we entered into a business combination agreement (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”) with Prometheus PubCo Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Presidio”), Prometheus PubCo Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Presidio (“EQV Merger Sub”), Prometheus Holdings LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of the Company (“EQV Holdings”), Prometheus Merger Sub LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of EQV Holdings (“Presidio Merger Sub”) and Presidio Investment Holdings LLC, a Delaware limited liability company (“PIH”). The transactions contemplated by the Business Combination Agreement are referred to as the “Proposed Business Combination.”
The Proposed Business Combination is subject to, among other things, the approval of the Proposed Business Combination by the Company’s shareholders, satisfaction of the conditions stated in the Business Combination Agreement and other customary closing conditions, including that the SEC completes its review of the Company’s proxy statement/prospectus, to be filed in a Registration Statement on Form S-4 related to the Proposed Business Combination, the receipt of certain regulatory approvals, and the approval by a nationally listed stock exchange to list the securities of the combined company.
In connection with the Business Combination Agreement, among other things:
(i) the Company will change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware, upon which (a) each then issued and outstanding Class A ordinary share of EQV, par value $0.0001, will convert automatically, on a one-for-one basis, to a share of Class A common stock, par value $0.0001 per share, of the Company (“EQV Class A Common Stock”) and (b) each issued and outstanding warrant to purchase one Class A ordinary share in the capital of the Company at a price of $11.50 per share will convert automatically, on a one-for-one basis, into a whole warrant exercisable for one share of EQV Class A Common Stock (the “Domestication”); and
(ii) Following the Domestication, EQV Merger Sub will merge with and into the Company, with the Company as the surviving company in the merger and with Company’s shareholders receiving one share of Class A common stock, par value $0.0001 per share, of Presidio (“Presidio Class A Common Stock”) for each share of EQV Class A Common Stock held by such shareholder, in accordance with the terms of the Business Combination Agreement, and upon which Presidio will change its name to “Presidio Production Company” and Presidio will receive a managing member interest in EQV Holdings. After giving effect to such merger, EQV will survive as a wholly owned subsidiary of Presidio, following which, Presidio Merger Sub will merge with and into PIH, with PIH as the surviving company in the merger, all on the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with applicable law.
For further details on the Proposed Business Combination, refer to the Current Reports on Form 8-K filed by the Company with the SEC on August 5, 2025, and August 11, 2025.
Sponsor Letter Agreement
Concurrently with the execution of the Business Combination Agreement, in connection with the Proposed Business Combination, we entered into a letter agreement (the “Sponsor Letter Agreement”) with Sponsor, Presidio, EQV Holdings, PIH and certain members of our board of directors and/or management (the “Insiders”), pursuant to which (a) each of Sponsor and the Insiders agreed to vote in favor of the Business Combination Agreement and the Proposed Business Combination, (b) each of Sponsor and the Insiders agreed to be bound by certain restrictions on transfer with respect to its equity interests in the Company prior to the closing of the Proposed Business Combination, (c) each of Sponsor and the Insiders agreed to be bound by certain lock-up provisions during the lock-up periods described therein with respect to its equity interests in the Company, (d) Sponsor agreed to subject certain of its founder shares to vesting (or forfeiture) on the basis of achieving certain trading price thresholds during the first five years following the closing of the Proposed Business Combination pursuant to an earnout program, (e) Sponsor agreed to subject certain of its founder Shares to time vesting during the first three years following the closing of the Proposed Business Combination pursuant to a dividend reinvestment program, which will fall away on the basis of achieving certain trading price thresholds during the first three years following the closing of the Proposed Business Combination and (f) Sponsor and the Insiders agreed to waive any adjustment to the conversion ratio set forth in the respective governing documents of any of the Company, Presidio, EQV Merger Sub, EQV Holdings, and Presidio Merger Sub or any other anti-dilution or similar protection with respect to any equity interests in the Company.
Subscription Agreements
Concurrently with the execution of the Business Combination Agreement, in connection with financing efforts related to the Proposed Business Combination, we entered into subscription agreements with Presidio and certain investors (the “PIPE Investors”) (and may enter into, during before the closing of the Proposed Business Combination, additional agreements with additional PIPE Investors on the same forms, as applicable), pursuant to which, among other things, the PIPE Investors have agreed to subscribe for and purchase, and we and Presidio have agreed to issue and sell to the PIPE Investors, an aggregate of 8,750,000 shares of Presidio Class A Common Stock following the Domestication for an aggregate purchase price of $10.00 per share, on the terms and subject to the conditions set forth therein (the “PIPE Financing”).
23
Preferred Investment
Concurrently with the execution of the Business Combination Agreement, in connection with the Proposed Business Combination, we entered into a Series A Preferred Securities Purchase Agreement with Presidio, PIH and certain investors (the “Preferred Investors”), pursuant to which and subject to the satisfaction of the closing conditions contained therein, immediately prior to or substantially concurrently with the closing of the Proposed Business Combination, the Preferred Investors will purchase in a private placement from Presidio an aggregate of 125,000 Series A Perpetual Preferred Shares with a stated value of $1,000 per Preferred Share (the “Series A Perpetual Preferred Shares”) and warrants to purchase 937,500 shares of Presidio Class A Common Stock for a cash purchase price of $123,750,00. The Series A Perpetual Preferred Shares will have the rights, preferences, and privileges set forth in Presidio’s Certificate of Designation of Preferences, Rights and Limitations of Series A Perpetual Preferred Stock.
Sponsor Share Transfer and Contribution Agreement
Concurrently with the execution of the Business Combination Agreement, in connection with the Proposed Business Combination and the PIPE Financing, we entered into Securities Contribution and Transfer Agreements, with Presidio, Sponsor, certain Rollover Members (as defined below) and certain PIPE Investors party thereto (the “Sponsor Share Transfer and Contribution Agreements”) in order to reflect the intended ownership interests of the shareholders of Presidio following the Proposed Business Combination. Pursuant to and subject to the terms and conditions of the Sponsor Share Transfer and Contribution Agreement, Sponsor agreed to contribute 565,217 shares of its founder shares as a contribution to capital at closing of the Proposed Business Combination and, in exchange, Presidio agreed to issue 565,217 shares of Presidio Class A Common Stock to the Rollover Members party thereto.
Agreement and Plan of Merger
In connection with the Proposed Business Combination, we negotiated the acquisition of all of the issued and outstanding equity interests of EQV Resources LLC, a Delaware limited liability company (“EQV Resources”) via merger with PIH (the “EQV Resources Acquisition”) and, concurrently with the execution of the Business Combination Agreement, we entered into an agreement and plan of merger with Presidio, EQVR Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Presidio, EQV Resources Intermediate LLC, a Delaware limited liability company, EQV Resources and PIH (the “EQV Resources Merger Agreement”), pursuant to which we and Presidio will effect the EQV Resources Acquisition on the terms and subject to the conditions set forth in the EQV Resources Merger Agreement and in accordance with applicable law.
Rollover Agreement
Concurrently with the execution of the Business Combination Agreement, and in connection with the Proposed Business Combination, we entered into certain rollover agreements with EQV Holdings, PIH and certain unitholders of PIH (“PIH Unitholders”), pursuant to which the units held by such Rollover Members will, in accordance with the terms of the Business Combination Agreement and the Rollover Agreement, convert into the right to receive a number of units of EQV Holdings and the right to purchase Class B units of Presidio at par value.
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 June 30, 2025 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 investments held in 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 June 30, 2025, we had a net income of $2,725,375, which consisted of interest earned on investments held in trust account of $3,941,972 and interest income from bank account of $7,950, offset by general and administrative costs of $1,224,547.
24
For the six months ended June 30, 2025, we had a net income of $5,983,553, which consisted of interest earned on investments held in trust account of $7,812,097 and interest income from bank account of $15,830, offset by general and administrative costs of $1,844,374.
For the period from April 15, 2024 (inception) through June 30, 2024, we had a net loss of $46,916, which consisted of general and administrative costs.
Liquidity, Capital Resources and Going Concern
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 June 30, 2025, the Company had $925,722 in cash and a working capital deficit of $599,255.
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 below)), 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 June 30, 2025, approximately $130,000 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.
25
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.
In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 205-40, “Presentation of Financial Statements – Going Concern,” management has determined that the Company’s mandatory liquidation date and potential subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the business combination period.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements as of June 30, 2025. 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 unaudited 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 unaudited condensed 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 unaudited condensed 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 June 30, 2025, we did not have any critical accounting estimates to be disclosed.
26
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 unaudited 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 fiscal quarter ended June 30, 2025.
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 June 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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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 Annual Report on Form 10-K 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 Annual Report on Form 10-K filed with the SEC on March 31, 2025, except for the below additional risk factors which could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.
There is substantial doubt about our ability to continue as a “going concern.”
The current end date of the business combination period, when a mandatory liquidation of the Trust Account would occur, is August 8, 2026. Under the amended and restated memorandum and articles of association, the Business Combination Period in which we must consummate an initial business combination is 24 months, or such earlier date as our board of directors may approve, from the closing of the Initial Public Offering, though we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate an initial business combination. Although we intend to complete an initial business combination within the Business Combination Period, there can be no assurance that we will be able to consummate an initial business combination by this time. If an initial business combination is not consummated by the end of our Business Combination Period, there will be a mandatory liquidation of the Trust Account. Accordingly, our management has determined that the mandatory liquidation of the Trust Account, should an initial business combination not occur, raises substantial doubt about our ability to continue as a going concern. The unaudited condensed financial statements contained elsewhere in this report do not include any adjustments that might result from our inability to continue as a going concern.
Risks Relating to the Proposed Business Combination
The consummation of the Proposed Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, any definitive agreement relating to the Proposed Business Combination may be terminated in accordance with its terms and the Proposed Business Combination may not be completed.
Even if the Business Combination Agreement is approved by our shareholders, specified conditions must be satisfied or waived before the parties to the Business Combination Agreement are obligated to complete the Proposed Business Combination. We do not control the satisfaction of all such conditions. We, and the other parties to the Business Combination Agreement, may not satisfy all of the closing conditions listed thereto. If the closing conditions are not satisfied or waived, the Proposed Business Combination will not occur, or will be delayed pending later satisfaction or waiver, and such delay may cause us to lose some or all of the intended benefits of the Proposed Business Combination.
During the pendency of the Proposed Business Combination, we will not be able to solicit, initiate or take any action to facilitate or encourage any inquiries into the making, submission or announcement of, or enter into a business combination with another party because of restrictions in the Business Combination Agreement. Furthermore, certain provisions of the Business Combination Agreement will discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Business Combination Agreement.
Covenants in the Business Combination Agreement impede our ability to make or consider other acquisitions or complete other transactions that are not in the ordinary course of business pending completion of the Proposed Business Combination. As a result, we may be at a disadvantage to its competitors during that period. While the Proposed Business Combination Agreement is in effect, we may not solicit, assist, initiate, engage or facilitate the making, submission or announcement of or encourage any alternative acquisition proposal, such as a merger, material sale of assets or equity interests or other business combination, with any third party, even though any such alternative acquisition could be more favorable to our shareholders than the Proposed Business Combination. If the Proposed Business Combination is not completed, these provisions will make it more difficult to complete an alternative business combination following the termination of the Business Combination Agreement due to the passage of time during which these provisions have remained in effect.
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The exercise of our board of directors’ and executive officers’ discretion in agreeing to changes or waivers in the terms of the Proposed Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Proposed Business Combination or waivers of conditions are appropriate and in our shareholders’ best interests.
In the period leading up to the closing of the Proposed Business Combination, events may occur that, pursuant to the Business Combination Agreement, would require us to consider agreeing to amend the Business Combination Agreement, to consent to certain actions taken by Presidio or to waive rights to which we are entitled under the Business Combination Agreement. Such events could arise because of changes in the course of Presidio’s business, a request by Presidio to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on Presidio’s business and would entitle us to terminate the Business Combination Agreement. In any such circumstances, it would be at our discretion, acting through our board of directors, to consent to such actions or waive those rights. The existence of financial and personal interests of one or more members of our board of directors may result in a conflict of interest on the part of such director(s) between what such director may believe is best for us and our shareholders and what such director may believe is best for themselves in determining whether or not to take the requested action. As of the date of this Quarterly Report, we do not believe there will be any changes or waivers that members of our board of directors and executive officers would be likely to make after shareholder approval of the Proposed Business Combination has been obtained.
Our executive officers and directors and their affiliates may enter into agreements concerning our securities prior to the shareholder meeting in connection with the Proposed Business Combination, which may have the effect of increasing the likelihood of completion of the Proposed Business Combination or decreasing the value of our securities.
At any time prior to the shareholder meeting in connection with the Proposed Business Combination, during a period when they are not then aware of any material non-public information regarding us or our securities, our executive officers and directors and their affiliates may enter into a written plan to purchase our securities pursuant to Rule 10b5-1 of the Exchange Act, and may engage in other public market purchases, as well as private purchases, of securities. Further, at any time prior to the shareholder meeting in connection with the Proposed Business Combination, during a period when they are not then aware of any material non-public information regarding us or our securities, our executive officers and directors and their respective affiliates may: (i) purchase shares from institutional and other holders who vote, or indicate an intention to vote, against the Proposed Business Combination or the other shareholder proposals to be described in our proxy statement/prospectus (the “Shareholder Proposals”), or who elect to redeem, or indicate an intention to redeem, public shares; (ii) execute agreements to purchase such shares from such holders in the future; and (iii) enter into transactions with such holders to provide such holders with incentives to acquire public shares, vote their public shares in favor of the Proposed Business Combination or the other Shareholder Proposals or not redeem their public shares. Such an agreement may include a contractual acknowledgement that such shareholder, although still the record holder of Class A ordinary shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our executive officers and directors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their public shares. While the exact nature of any such incentives has not been determined, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their public shares, including the granting of put options and the transfer of shares or Private Placement Warrants owned by the Sponsor for nominal value to such investors or holders. The purpose of such share purchases and other transactions by our executive officers and directors and their respective affiliates would be to increase the likelihood of satisfaction of the requirements that the holders of the requisite number of Class A ordinary shares present and voting at the shareholder meeting in connection with the Proposed Business Combination vote in favor of the Proposed Business Combination and the other Shareholder Proposals when it appears that such requirement would otherwise not be met. Any such arrangements may have a depressive effect on the price of the Class A ordinary shares. For example, as a result of these arrangements, an investor may have the ability to effectively purchase shares at a price lower than market price and may therefore be more likely to sell the shares it owns, either prior to or immediately after the shareholder meeting in connection with the Proposed Business Combination. As of the date of this Quarterly Report, our directors and officers and their affiliates have not entered into any such agreements. We will file a Current Report on Form 8-K to disclose arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Proposed Business Combination or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales
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. At June 30, 2025, there are 3,822,500 Class A ordinary shares issued and outstanding.
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.
During the quarter ended
June 30, 2025,
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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 | |
| 2.1 | Business Combination Agreement dated August 5, 2025, by and among EQV Ventures Acquisition Corp., Prometheus PubCo Inc., Prometheus PubCo Merger Sub Inc., Prometheus Holdings LLC, Prometheus Merger Sub LLC and Presidio Investment Holdings LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-42207) filed with the SEC on August 11, 2025). | |
| 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 | Sponsor Letter Agreement dated August 5, 2025, by and among EQV Ventures Acquisition Corp., EQV Ventures Sponsor LLC, Prometheus Holdings LLC, Presidio Investment Holdings LLC and certain individuals set forth therein (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 11, 2025). | |
| 10.2+ | Form of Subscription Agreement (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 11, 2025). | |
| 10.3† | Securities Purchase Agreement dated August 5, 2025, by and among EQV Ventures Acquisition Corp., Prometheus PubCo Inc. and Presidio Investment Holdings LLC and the purchasers set forth therein (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 11, 2025). | |
| 10.4 | Form of Securities Contribution and Transfer Agreement, by and among EQV Ventures Acquisition Corp., EQV Ventures Sponsor LLC and the certain individuals set forth therein (PIPE Investors) (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 11, 2025). | |
| 10.5 | Form of Securities Contribution and Transfer Agreement, by and among EQV Ventures Acquisition Corp., EQV Ventures Sponsor LLC and the certain individuals set forth therein (Rollover Members) (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 11, 2025). | |
| 10.6+ | Agreement and Plan of Merger, dated August 5, 2025, by and among EQV Ventures Acquisition Corp., Prometheus PubCo Inc., EQVR Merger Sub LLC, EQV Resources Intermediate LLC, EQV Resources LLC and Presidio Investment Holdings LLC (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 11, 2025). | |
| 10.7 | Form of Rollover Agreement (Rollover Members) (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 11, 2025). | |
| 10.8 | Form of Rollover Agreement (Rollover Investors) (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K (File No. 001-42207) filed with the SEC on August 11, 2025). | |
| 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.
|
| + |
Certain schedules and similar attachments have been omitted. The Company agrees to furnish supplementally a copy of any omitted schedule or similar attachment to the SEC upon its request.
|
| † | Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. |
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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: August 13, 2025 | By: | /s/ Jerome Silvey |
| Name: | Jerome Silvey | |
| Title: | Chief Executive Officer | |
| (principal executive officer) | ||
| Date: August 13, 2025 | By: | /s/ Tyson Taylor |
| Name: | Tyson Taylor | |
| Title: | President, Chief Financial Officer | |
| (principal financial and accounting officer) | ||
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