☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) For the quarter ended September 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-42207 EQV Ventures Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1786998 (State or other j ...

Core Points - EQV Ventures Acquisition Corp. will change its ticker symbol from "EQV" to "FTW" on the NYSE, effective November 3, 2025, as part of its business combination with Presidio Investment Holdings, LLC [1][2][5] - The new entity, Presidio Production Company, will focus on stable, dividend-yielding operations backed by cash flow from mature oil and gas wells, with no reliance on future drilling [2][5] - The transition to the new ticker symbol is intended to minimize disruption for shareholders and reflects confidence in Presidio's operational strategy [3][4] Company Overview - Presidio Petroleum LLC, based in Fort Worth, TX, operates mature oil and gas wells and aims to optimize existing production for sustainable cash flow [7] - EQV Ventures Acquisition Corp. is a blank check company formed to facilitate mergers and acquisitions, with a focus on acquiring producing reserves [7] Business Combination Details - The proposed business combination will result in Presidio Production's common stock and public warrants trading under the new ticker symbols "FTW" and "FTW WS," respectively [5] - Following the merger, EQV's securities will cease trading on the NYSE [5]

Company Overview - EQV Ventures Acquisition Corp. is a special purpose acquisition company (SPAC) sponsored by EQV Group, focused on merging with businesses in the oil and gas sector [6] - Presidio Investment Holdings, LLC is a differentiated oil and gas operator that optimizes mature, producing oil and natural gas assets in the United States [1][5] Business Combination Details - EQV and PIH have announced a proposed business combination, with Presidio PubCo Inc. (formerly Prometheus PubCo Inc.) set to become the ongoing public company, renamed Presidio Production Company [2][3] - The business combination agreement was entered into on August 5, 2025, and is expected to close in the fourth quarter of 2025, pending stockholder approval and SEC effectiveness [3][4] Financial Aspects - The transaction values Presidio Production at a pro forma enterprise value of approximately $660 million, which is a discount to the combined proved developed PV-10 value [4] - Presidio Production will operate as a US-domiciled, dividend-yield driven C Corporation, with shares expected to be listed on the New York Stock Exchange under the ticker "FTW" [3][4] Market Context - The entry of Presidio Production into the public markets coincides with a shift in the energy sector from capital-intensive shale operations to a focus on returns, emphasizing a model with zero reliance on future drilling and minimal capital investment [4]

Group 1 - EQV Ventures Acquisition Corp. II has announced that holders of units from its initial public offering can now separately trade Class A ordinary shares and warrants on the NYSE under the symbols "EVAC" and "EVACW" respectively [1] - Units that are not separated will continue to trade under the symbol "EVACU" on the NYSE [1] - Holders must contact Continental Stock Transfer & Trust Company to separate their units into Class A ordinary shares and warrants [1] Group 2 - EQV II is a blank check company incorporated in the Cayman Islands, aiming to engage in business combinations with various entities, particularly in the oil and gas exploration and production sector [3] - The company is led by CEO Jerry Silvey and CFO Tyson Taylor, and is sponsored by an affiliate of the EQV Group, which focuses on acquiring and managing predictable cash-flowing assets [3] - EQV II seeks to leverage its affiliation with the EQV Group for access to corporate relationships and industry expertise [3]

PART I. FINANCIAL INFORMATION [Item 1. Interim Financial Statements](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements) Presents unaudited condensed financial statements, including balance sheets, statements of operations, changes in shareholders' deficit, cash flows, and explanatory notes [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets%20as%20of%20June%2030%2C%202025%20(Unaudited)%20and%20December%2031%2C%202024) Presents the company's financial position at June 30, 2025, and December 31, 2024, detailing assets, liabilities, and shareholders' deficit changes | Metric | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :-------------- | :------------------ | | Total Assets | $364,483,698 | $357,563,391 | | Investments held in trust account | $363,384,147 | $356,361,121 | | Total Liabilities | $14,685,386 | $13,748,632 | | Accrued expenses | $1,480,683 | $223,512 | | Total Shareholders' Deficit | $(13,455,530) | $(12,408,196) | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations%20for%20the%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202025%20and%20for%20the%20Period%20from%20April%2015%2C%202024%20(Inception)%20through%20June%2030%2C%202024) Details financial performance, showing net income for three and six months ended June 30, 2025, primarily from interest income, contrasting with a net loss in the 2024 inception period Net Income (Loss) and Key Income/Expense Items | Metric | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | Period from April 15, 2024 (inception) through June 30, 2024 | | :--------------------------------------- | :------------------------------- | :----------------------------- | :---------------------------------------------------------------- | | General and administrative costs | $1,224,547 | $1,844,374 | $46,916 | | Interest earned on investments held in trust account | $3,941,972 | $7,812,097 | — | | Net Income (Loss) | $2,725,375 | $5,983,553 | $(46,916) | | Basic and diluted net income (loss) per share (Class A redeemable shares) | $0.06 | $0.13 | $(0.01) | [Condensed Statements of Changes in Shareholders' Deficit](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit%20for%20the%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202025%20and%20for%20the%20Period%20from%20April%2015%2C%202024%20(Inception)%20through%20June%2030%2C%202024) Outlines changes in shareholders' deficit, primarily reflecting accretion for Class A ordinary shares to redemption amount and net income/loss Shareholders' Deficit and Accretion | Item | December 31, 2024 | March 31, 2025 | June 30, 2025 | | :--------------------------------------- | :---------------- | :------------- | :------------ | | Total Shareholders' Deficit | $(12,408,196) | $(12,633,227) | $(13,455,530) | | Accretion for Class A ordinary shares to redemption amount (Q1 2025) | N/A | $(3,483,209) | N/A | | Accretion for Class A ordinary shares to redemption amount (Q2 2025) | N/A | N/A | $(3,547,678) | | Net income (Q1 2025) | N/A | $3,258,178 | N/A | | Net income (Q2 2025) | N/A | N/A | $2,725,375 | - For the period from April 15, 2024 (inception) through June 30, 2024, the net loss was **$(46,916)**, contributing to a shareholders' deficit of **$(21,518)** as of June 30, 2024[18](index=18&type=chunk) [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows%20for%20the%20Six%20Months%20Ended%20June%2030%2C%202025%20and%20for%20the%20Period%20from%20April%2015%2C%202024%20(Inception)%20through%20June%2030%2C%202024) Details cash flows from operating, investing, and financing activities, showing a net decrease in cash and cash equivalents for the six months ended June 30, 2025 Cash Flow Summary | Cash Flow Activity | Six Months Ended June 30, 2025 | Period from April 15, 2024 (inception) through June 30, 2024 | | :----------------------------------- | :------------------------------- | :---------------------------------------------------------------- | | Net cash used in operating activities | $(516,415) | $(40,861) | | Net cash provided by investing activities | $789,071 | — | | Net cash (used in) provided by financing activities | $(320,417) | $43,620 | | Net change in cash and cash equivalents | $(47,761) | $2,759 | | Cash and cash equivalents – End of period | $925,722 | $2,759 | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements%20(Unaudited)) Provides detailed explanations and disclosures supporting the condensed financial statements, covering organization, accounting policies, IPO, related party transactions, commitments, and subsequent events [NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS](index=8&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) EQV Ventures Acquisition Corp. was formed on April 15, 2024, as a blank check company to effect a business combination, completing its IPO on August 8, 2024 - Company was incorporated on **April 15, 2024**, as a Cayman Islands exempted company for the purpose of effecting a business combination[23](index=23&type=chunk) - Initial Public Offering (IPO) of **35,000,000 units** at **$10.00 per unit** was consummated on **August 8, 2024**, generating gross proceeds of **$350,000,000**[26](index=26&type=chunk) - Simultaneously with the IPO, private placements generated **$4,000,000** from Sponsor Private Placement Units and **$2,625,000** from Underwriter Private Placement Units[27](index=27&type=chunk) - Transaction costs amounted to **$19,093,523**, including **$5,250,000** cash underwriting fees, **$12,250,000** deferred underwriting fees, and **$1,593,523** other offering costs[28](index=28&type=chunk) - As of June 30, 2025, the company had operating cash of **$925,722** and a working capital deficit of **$599,255**[46](index=46&type=chunk) - Management has determined that the company's mandatory liquidation date and potential subsequent dissolution raise substantial doubt about its ability to continue as a going concern[39](index=39&type=chunk) [NOTE 2. SIGNIFICANT ACCOUNTING POLICIES](index=12&type=section&id=NOTE%202.%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Outlines accounting principles, including GAAP for interim financial information, emerging growth company status, and policies for estimates, cash, trust account investments, and Class A ordinary shares - The company is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[50](index=50&type=chunk)[51](index=51&type=chunk) - Assets held in the trust account were approximately **$363.4 million** as of June 30, 2025, and **$356.4 million** as of December 31, 2024, held in an interest-bearing deposit account[56](index=56&type=chunk) - Class A ordinary shares subject to possible redemption are classified as temporary equity, with changes in redemption value recognized immediately and adjusted to equal the redemption value at each reporting period end[66](index=66&type=chunk) Class A Ordinary Shares Subject to Possible Redemption Reconciliation | Item | December 31, 2024 | June 30, 2025 | | :------------------------------------------------ | :------------------ | :------------------ | | Class A ordinary shares subject to possible redemption

Core Viewpoint - Presidio Investment Holdings, LLC and EQV Ventures Acquisition Corp. have announced a definitive business combination agreement, leading to Presidio becoming a publicly listed company with an estimated post-transaction enterprise value of approximately $660 million [1][10]. Company Overview - The combined entity will be named Presidio Production Company and will be led by the existing management team, including Co-CEOs Will Ulrich and Chris Hammack [2]. - Presidio focuses on optimizing mature oil and gas assets in the U.S., with a strategy of acquiring under-managed wells and enhancing production through technology [5][16]. Financial Highlights - The transaction is expected to create a stable dividend, with an anticipated annual common dividend of $1.35 per share, reflecting a 13.5% expected yield at a $10.00 share price [7]. - Presidio's expected net production for 2025 is 26 Mboe/d, with a low base decline rate of 8% compared to a 24% peer average [7][13]. - The financing for the transaction includes approximately $970 million, with significant contributions from existing equity holders, PIPE investments, and preferred equity [7][11]. Strategic Positioning - Presidio's entry into public markets aligns with a shift in the energy sector towards capital discipline and return-focused operations, minimizing reliance on future drilling and capital investment [4][6]. - The company plans to leverage technology such as automation and AI to optimize production and enhance cash flow from its mature asset base [3][8]. Management Commentary - Management emphasizes the goal of being a leading steward of U.S. oil and gas wells, focusing on a yield-driven model and accretive acquisitions [6][9]. - The management team believes that their track record in acquisitions and cost optimization positions them as a strong consolidator of mature assets in the industry [8].

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=Part%20I.%20Financial%20Information) This section provides the unaudited interim financial statements and management's discussion and analysis for EQV Ventures Acquisition Corp [Item 1. Interim Financial Statements](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements) This section presents the unaudited condensed financial statements for EQV Ventures Acquisition Corp., including the balance sheets, statement of operations, statement of changes in shareholders' deficit, and statement of cash flows, along with comprehensive notes detailing the company's organization, accounting policies, IPO specifics, related party transactions, and equity structure [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets%20as%20of%20March%2031%2C%202025%20%28Unaudited%29%20and%20December%2031%2C%202024) This section presents the unaudited condensed balance sheets for EQV Ventures Acquisition Corp., detailing assets, liabilities, and shareholders' deficit Condensed Balance Sheet Highlights | Metric | March 31, 2025 (Unaudited) | December 31, 2024 | Change | | :--------------------------------- | :-------------------------- | :----------------- | :----------------- | | Cash and cash equivalents | $1,072,129 | $973,483 | +$98,646 | | Cash held in trust account | $359,839,774 | $356,361,121 | +$3,478,653 | | Total Assets | $361,075,482 | $357,563,391 | +$3,512,091 | | Total current liabilities | $1,006,175 | $752,262 | +$253,913 | | Total Liabilities | $14,002,545 | $13,748,632 | +$253,913 | | Class A ordinary shares subject to possible redemption | $359,706,164 | $356,222,955 | +$3,483,209 | | Total Shareholders' Deficit | $(12,633,227) | $(12,408,196) | -$(225,031) | [Condensed Statement of Operations](index=5&type=section&id=Condensed%20Statement%20of%20Operations%20for%20the%20Three%20Months%20Ended%20March%2031%2C%202025%20%28Unaudited%29) This section presents the unaudited condensed statement of operations for the three months ended March 31, 2025, detailing revenues, expenses, and net income Condensed Statement of Operations (Three Months Ended March 31, 2025) | Metric | Amount | | :------------------------------------ | :------------- | | General and administrative costs | $(619,827) | | Loss from operations | $(619,827) | | Interest earned on bank account | $7,880 | | Interest earned on cash held in trust account | $3,870,125 | | Total other income | $3,878,005 | | Net income | $3,258,178 | | Basic and diluted net income per ordinary share, Class A | $0.07 | | Basic and diluted net income per ordinary share, Class B | $0.07 | [Condensed Statement of Changes in Shareholders' Deficit](index=6&type=section&id=Condensed%20Statement%20of%20Changes%20in%20Shareholders'%20Deficit%20for%20the%20Three%20Months%20Ended%20March%2031%2C%202025%20%28Unaudited%29) This section presents the unaudited condensed statement of changes in shareholders' deficit for the three months ended March 31, 2025, outlining movements in equity components Changes in Shareholders' Deficit (Three Months Ended March 31, 2025) | Item | Amount | | :------------------------------------------ | :------------- | | Balance – December 31, 2024 | $(12,408,196) | | Accretion for Class A ordinary shares to redemption amount | $(3,483,209) | | Net income | $3,258,178 | | Balance – March 31, 2025 (unaudited) | $(12,633,227) | [Condensed Statement of Cash Flows](index=7&type=section&id=Condensed%20Statement%20of%20Cash%20Flows%20for%20the%20Three%20Months%20Ended%20March%2031%2C%202025%20%28Unaudited%29) This section presents the unaudited condensed statement of cash flows for the three months ended March 31, 2025, detailing cash movements from operating, investing, and financing activities Condensed Statement of Cash Flows (Three Months Ended March 31, 2025) | Cash Flow Activity | Amount | | :------------------------------------------ | :------------- | | Net income | $3,258,178 | | Net cash used in operating activities | $(232,826) | | Net cash provided by investing activities | $391,472 | | Net cash used in financing activities | $(60,000) | | Net change in cash and cash equivalents | $98,646 | | Cash and cash equivalents – End of period | $1,072,129 | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements%20%28Unaudited%29) This section provides detailed explanatory notes to the unaudited condensed financial statements, covering significant accounting policies, IPO details, and related party transactions - The Company was incorporated on April 15, 2024, as a Cayman Islands exempted company, formed to effect a business combination, and had not commenced any operations as of March 31, 2025, generating non-operating income from interest on IPO proceeds[22](index=22&type=chunk)[24](index=24&type=chunk) - The Initial Public Offering of **35,000,000 units** at **$10.00 per unit** was consummated on August 8, 2024, generating **$350,000,000 gross proceeds**, with additional private placements to the Sponsor and BTIG totaling **$6,625,000**[25](index=25&type=chunk)[26](index=26&type=chunk)[44](index=44&type=chunk) - Transaction costs for the IPO amounted to **$19,093,523**, consisting of **$5,250,000 cash underwriting fees**, **$12,250,000 deferred underwriting fees**, and **$1,593,523 other offering costs**[27](index=27&type=chunk) - The Company is an "emerging growth company" and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards, which may affect comparability with other public companies[51](index=51&type=chunk)[52](index=52&type=chunk) - As of March 31, 2025, approximately **$359.8 million** was held in the trust account, with **$134,000** of this balance available for working capital expenses[57](index=57&type=chunk) - The Company accounts for public and private placement warrants under equity treatment, classifying them at their assigned values[65](index=65&type=chunk) - Class A ordinary shares subject to possible redemption are classified as temporary equity and adjusted to redemption value at each reporting period, with an accretion of **$3,483,209** for the three months ended March 31, 2025[67](index=67&type=chunk) - The Company has two classes of shares (Class A and Class B ordinary shares) and calculates basic and diluted net income per ordinary share by dividing net income by the weighted average number of ordinary shares outstanding, resulting in **$0.07 per share** for both classes[69](index=69&type=chunk)[72](index=72&type=chunk) - The Sponsor paid **$25,000** for **10,062,500 Class B ordinary shares**, which will automatically convert into Class A ordinary shares upon consummation of a business combination, subject to certain adjustments[84](index=84&type=chunk)[106](index=106&type=chunk) - The Company has an administrative service agreement to pay an affiliate of the Sponsor a monthly fee of **$30,000** for office space, utilities, secretarial, and administrative support, incurring **$90,000** in fees as of March 31, 2025[92](index=92&type=chunk) - The underwriter is entitled to a deferred fee of **$12,250,000**, payable from the amounts held in the trust account solely upon the Company's completion of a business combination[98](index=98&type=chunk) - The Company had deferred legal fees of **$746,370** as of both March 31, 2025, and December 31, 2024, related to the Initial Public Offering, classified as a non-current liability[100](index=100&type=chunk) - The Company's Chief Executive Officer is identified as the Chief Operating Decision Maker (CODM), who reviews the assets, operating results, and financial metrics for the Company as a whole, indicating a single reportable segment[110](index=110&type=chunk) - Subsequent to March 31, 2025, approximately **$134,000** and **$130,000** were withdrawn from the trust account for working capital expenses on April 9, 2025, and May 5, 2025, respectively[117](index=117&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and operational results, highlighting its status as a blank check company focused on a business combination in the energy industry, particularly upstream exploration and production. It discusses the IPO, the generation of non-operating income from the trust account, and the liquidity strategy for funding a business combination - The Company is a blank check company incorporated on April 15, 2024, aiming to effect a business combination, with a focus on the broadly defined energy industry, primarily targeting the upstream exploration and production sector[121](index=121&type=chunk) - The Initial Public Offering of **35,000,000 units** at **$10.00 per unit** was consummated on August 8, 2024, generating **$350,000,000**, with additional private placements totaling **$6,625,000**[122](index=122&type=chunk) - For the three months ended March 31, 2025, the Company reported a net income of **$3,258,178**, primarily from **$3,870,125** in interest earned on marketable securities held in the trust account, offset by **$619,827** in general and administrative costs[125](index=125&type=chunk) - As of March 31, 2025, the Company had **$1,072,129** in cash and a working capital of **$190,372**, with approximately **$134,000** of the trust account balance available for working capital expenses[126](index=126&type=chunk)[128](index=128&type=chunk) - The Company intends to use substantially all funds in the trust account for its business combination, with funds held outside the trust account primarily used for identifying and evaluating target businesses, performing due diligence, and structuring/negotiating a business combination[128](index=128&type=chunk)[129](index=129&type=chunk) - The Sponsor or affiliates may provide Working Capital Loans, convertible into units of the post-business combination entity at **$10.00 per unit**, to finance transaction costs if required[130](index=130&type=chunk) - The Company has no off-balance sheet arrangements or long-term debt, capital lease obligations, or operating lease obligations, other than a monthly administrative service fee of **$30,000** to an affiliate of the Sponsor[132](index=132&type=chunk)[133](index=133&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=27&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, EQV Ventures Acquisition Corp. is not required to provide detailed quantitative and qualitative disclosures about market risk - The Company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[139](index=139&type=chunk) [Item 4. Controls and Procedures](index=27&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the company's disclosure controls and procedures, concluding they were effective as of March 31, 2025. No material changes in internal control over financial reporting occurred during the quarter - Management concluded that the Company's disclosure controls and procedures were effective as of March 31, 2025[141](index=141&type=chunk) - There were no material changes in internal control over financial reporting that occurred during the quarterly period ended March 31, 2025[142](index=142&type=chunk) [PART II. OTHER INFORMATION](index=28&type=section&id=Part%20II.%20Other%20Information) This section provides additional information including legal proceedings, risk factors, equity sales, and other disclosures not covered in the financial statements [Item 1. Legal Proceedings](index=28&type=section&id=Item%201.%20Legal%20Proceedings) The Company reported no legal proceedings during the period - The Company has no legal proceedings[144](index=144&type=chunk) [Item 1A. Risk Factors](index=28&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the Company's Annual Report on Form 10-K filed on March 31, 2025 - No material changes to risk factors previously disclosed in the Annual Report on Form 10-K as of the date of this Quarterly Report[145](index=145&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=28&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details unregistered sales of equity securities, including Class A ordinary shares issued to non-executive director nominees and private placement units to the Sponsor and BTIG. It also confirms the use of proceeds from the IPO and private placements, with $350,000,000 placed in the trust account and no material change in the planned use of proceeds - On May 22, 2024, **160,000 Class A ordinary shares** were issued to non-executive director nominees pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act[146](index=146&type=chunk) - Simultaneously with the IPO, **400,000 Sponsor Private Placement Units** and **262,500 Underwriter Private Placement Units** were sold in private placements, generating gross proceeds of **$4,000,000** and **$2,625,000** respectively, under Section 4(a)(2) of the Securities Act[148](index=148&type=chunk) - Total IPO transaction costs were **$19,093,523**, consisting of **$5,250,000 cash underwriting fee**, **$12,250,000 deferred underwriting fee**, and **$1,593,523 other offering costs**[149](index=149&type=chunk) - An aggregate of **$350,000,000** from the IPO and private placement proceeds was placed in the trust account, with no material change in the planned use of proceeds[149](index=149&type=chunk) [Item 3. Defaults Upon Senior Securities](index=28&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The Company reported no defaults upon senior securities - The Company has no defaults upon senior securities[150](index=150&type=chunk) [Item 4. Mine Safety Disclosures](index=28&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The Company reported no mine safety disclosures - The Company has no mine safety disclosures[151](index=151&type=chunk) [Item 5. Other Information](index=28&type=section&id=Item%205.%20Other%20Information) No directors or executive officers adopted or terminated any Rule 10b5-1 trading arrangements during the quarter ended March 31, 2025 - No directors or executive officers adopted or terminated Rule 10b5-1 trading arrangements during the quarter ended March 31, 2025[152](index=152&type=chunk) [Item 6. Exhibits](index=29&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of, or incorporated by reference into, the Quarterly Report on Form 10-Q, including the Amended and Restated Memorandum and Articles of Association, certifications, and XBRL documents - The report includes various exhibits such as the Amended and Restated Memorandum and Articles of Association, certifications from principal executive and financial officers, and Inline XBRL documents[154](index=154&type=chunk) [SIGNATURES](index=30&type=section&id=Signatures) This section contains the official signatures of the Chief Executive Officer and Chief Financial Officer, certifying the accuracy and completeness of the report - The report was signed by Jerome Silvey, Chief Executive Officer, and Tyson Taylor, President and Chief Financial Officer, on May 7, 2025, certifying its submission in accordance with Exchange Act requirements[160](index=160&type=chunk)[161](index=161&type=chunk)

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS [Summary of Forward-Looking Statements](index=4&type=section&id=Summary%20of%20Forward-Looking%20Statements) This section highlights that the Annual Report includes forward-looking statements based on current expectations and projections, which are inherently subject to known and unknown risks, uncertainties, and assumptions, potentially causing actual results to differ materially - The report includes forward-looking statements that are subject to **known and unknown risks, uncertainties, and assumptions**, which may cause **actual results to differ materially**[15](index=15&type=chunk)[16](index=16&type=chunk) - Forward-looking statements cover topics such as the ability to select and complete an **initial business combination**, **performance of target businesses**, **retention of key personnel**, **potential conflicts of interest**, **additional financing**, and **financial performance**[17](index=17&type=chunk) PART I [Item 1. Business](index=5&type=section&id=Item%201.%20Business) EQV Ventures Acquisition Corp. is a blank check company formed to effect a business combination, primarily targeting the upstream exploration and production sector within the broadly defined energy industry in North America and Europe, having not yet commenced operations or generated revenue - EQV Ventures Acquisition Corp. is a **blank check company** aiming for a **business combination**, focusing on the **upstream exploration and production sector** in **North America and Europe**[20](index=20&type=chunk)[23](index=23&type=chunk)[30](index=30&type=chunk) - The company has **not engaged in operations or generated revenue** to date and is defined as a '**shell company**' under the Exchange Act[24](index=24&type=chunk) [Introduction and Business Objective](index=5&type=section&id=Introduction%20and%20Business%20Objective) EQV Ventures Acquisition Corp. is a Cayman Islands exempted company established to pursue a merger, acquisition, or similar business combination, intending to focus on the energy industry's upstream exploration and production sector in North America and Europe, leveraging the EQV Group's expertise - The company is a **blank check company** incorporated in the **Cayman Islands**, seeking a **business combination** in any industry but with an intended focus on the broadly defined **energy industry**, primarily **upstream exploration and production** in **North America and Europe**[20](index=20&type=chunk)[23](index=23&type=chunk) - The Sponsor is an affiliate of the **EQV Group**, which specializes in **acquiring, managing, and optimizing cash-flowing assets** in traditional energy, owning and managing approximately **1,500 oil and gas properties** across **ten U.S. states and 16 basins** as of December 31, 2024[21](index=21&type=chunk) [Company History and Public Offering](index=6&type=section&id=Company%20History%20and%20Public%20Offering) The company was incorporated on April 15, 2024, and completed its Initial Public Offering on August 8, 2024, raising $350 million, with additional private placements generating $6.625 million, and units beginning trading on the NYSE on August 7, 2024 - Incorporated on April 15, 2024, the company completed its Initial Public Offering on August 8, 2024, raising **$350 million**[26](index=26&type=chunk)[27](index=27&type=chunk) Initial Public Offering and Private Placement Proceeds | Item | Amount (USD) | | :--- | :--- | | Initial Public Offering (Units) | $350,000,000 | | Sponsor Private Placement Units | $4,000,000 | | Underwriter Private Placement Units | $2,625,000 | | **Total Gross Proceeds** | **$356,625,000** | - Units began trading on the **New York Stock Exchange (NYSE)** on **August 7, 2024**, and Class A ordinary shares and warrants began separate trading on **September 27, 2024**[9](index=9&type=chunk)[29](index=29&type=chunk) [Business Strategy and Acquisition Criteria](index=6&type=section&id=Business%20Strategy%20and%20Acquisition%20Criteria) The company's strategy is to identify, acquire, and build a company in the energy industry, specifically E&P, with low-risk, high-quality proved developed producing assets, strong industry relationships, and an experienced management team, focusing on maximizing cash distributions, optimizing capital structure, and mitigating risks - The company's acquisition and value creation strategy is to identify, acquire, and build a company in the broadly defined energy industry, primarily targeting the upstream exploration and production sector, focusing on **low-risk, high-quality proved developed producing assets**[30](index=30&type=chunk) - The value creation strategy includes **optimizing the pro forma capital structure**, deploying **hedging strategies**, and systematic long-term commodity risk management to mitigate volatility[31](index=31&type=chunk) - Key acquisition criteria include a **substantial target valuation**, a **differentiated and sustainable business model** with **predictable hedged cash flow**, **robust profit margins**, and for E&P businesses, assets in the U.S. or Europe with **significant proved developed producing reserves** and **low-risk development upside**[35](index=35&type=chunk) [Acquisition Process and Considerations](index=8&type=section&id=Acquisition%20Process%20and%20Considerations) The acquisition process involves thorough due diligence, including meetings, document reviews, and financial analysis, with potential affiliated targets requiring an independent fairness opinion, and potential conflicts of interest arising from officers' and directors' affiliations with the EQV Group - The acquisition process involves **thorough due diligence**, encompassing meetings with management, document reviews, interviews, facility inspections, and financial/operational analysis[38](index=38&type=chunk)[70](index=70&type=chunk) - If the company seeks to complete an initial business combination with an affiliated entity, an opinion from an **independent entity** that commonly renders valuation opinions will be obtained to ensure **fairness from a financial point of view**[39](index=39&type=chunk)[67](index=67&type=chunk) - **Conflicts of interest** may arise due to officers' and directors' direct or indirect ownership in the company and their affiliations with the **EQV Group**, potentially influencing target selection and evaluation[40](index=40&type=chunk)[52](index=52&type=chunk)[54](index=54&type=chunk) [Initial Business Combination Mechanics](index=8&type=section&id=Initial%20Business%20Combination%20Mechanics) The company intends to use IPO proceeds, private placement funds, and interest from the trust account, along with equity or debt, for its initial business combination, with a 24-month deadline from the IPO closing to complete a combination or redeem public shares, and the target's fair market value must be at least 80% of the trust account's net assets - The company intends to utilize cash from the **IPO and private placement proceeds**, **interest earned on trust account funds**, and potentially **equity, debt, or a combination thereof**, for its initial business combination[41](index=41&type=chunk) - The company has **24 months** from the closing of the Initial Public Offering (or an earlier board-approved date) to consummate its initial business combination; otherwise, **100% of public shares will be redeemed**[44](index=44&type=chunk)[45](index=45&type=chunk) - The initial business combination must involve one or more target businesses with an aggregate fair market value of at least **80%** of the net assets held in the trust account at the time of signing the agreement[46](index=46&type=chunk) [Public Company Status and Financial Position](index=11&type=section&id=Public%20Company%20Status%20and%20Financial%20Position) The company operates as an 'emerging growth company' and 'smaller reporting company,' allowing for reduced disclosure obligations, and as of December 31, 2024, held approximately $356.4 million in its trust account, offering flexibility for a business combination through cash, debt, or equity - The company is an '**emerging growth company**' and '**smaller reporting company**,' eligible for certain exemptions from reporting requirements, including reduced disclosure obligations[57](index=57&type=chunk)[60](index=60&type=chunk)[121](index=121&type=chunk)[124](index=124&type=chunk) Trust Account Balance (as of December 31, 2024) | Item | Amount (USD) | | :--- | :--- | | Trust Account Balance | $356.4 million | | Deferred Underwriting Fees | $12.25 million | - The company's structure as an existing public company offers target businesses an **alternative to a traditional IPO**, providing **access to capital and public market benefits**[55](index=55&type=chunk)[56](index=56&type=chunk) [Competition and Resources](index=13&type=section&id=Competition%20and%20Resources) The company faces intense competition from other entities, including blank check companies and private equity groups, for acquisition opportunities, with its ability to acquire larger targets limited by financial resources and redemption rights potentially reducing available funds, creating a competitive disadvantage - The company expects **intense competition** from other entities with similar business objectives, including private investors, other blank check companies, and operating businesses seeking strategic acquisitions[113](index=113&type=chunk)[150](index=150&type=chunk) - The company's ability to acquire larger target businesses is **limited by its available financial resources**, and the obligation to offer **redemption rights** may reduce funds, creating a **competitive disadvantage**[113](index=113&type=chunk)[150](index=150&type=chunk) - The **EQV Group** manages multiple investment vehicles and assets and may **compete with the company for acquisition opportunities**[51](index=51&type=chunk) [Corporate Information](index=24&type=section&id=Corporate%20Information) The company's executive offices are located in Park City, Utah, with a monthly fee paid to an affiliate of its Sponsor for administrative services, and it has seven executive officers who are not full-time employees and will not have full-time employees until after a business combination, being subject to SEC reporting obligations - Executive offices are located at 1090 Center Drive, Park City, UT 84098, with a monthly fee of **$30,000** paid to an affiliate of the Sponsor for office space, administrative, and support services[114](index=114&type=chunk)[309](index=309&type=chunk) - The company currently has **seven executive officers** but does not intend to have any full-time employees prior to the completion of its initial business combination[115](index=115&type=chunk) - The company's units, Class A ordinary shares, and warrants are registered under the Exchange Act, imposing **reporting obligations** including annual, quarterly, and current reports with the SEC[116](index=116&type=chunk) [Item 1A. Risk Factors](index=25&type=section&id=Item%201A.%20Risk%20Factors) This section outlines various risks associated with investing in the company's securities, categorized into risks related to its business and initial business combination, management team, ownership of securities, and general factors, which could materially adversely affect the company's business, financial condition, and operating results - An investment in the company's securities involves a **high degree of risk**, which could lead to a decline in the trading price and a loss of all or part of the investment[126](index=126&type=chunk) - The company's business is subject to **numerous risks and uncertainties**, including those related to its **ability to complete a business combination**, **market conditions**, and **regulatory changes**[128](index=128&type=chunk)[129](index=129&type=chunk) [Summary of Risk Factors](index=26&type=section&id=Summary%20of%20Risk%20Factors) A concise overview of the primary risks, including the possibility of completing a business combination without shareholder vote, limited redemption rights, management's voting influence, financial condition unattractiveness to targets, potential dilution, and the deadline for completing a business combination - Shareholders may not be afforded an opportunity to vote on the proposed initial business combination, and their only opportunity to affect the decision may be **limited to exercising redemption rights**[128](index=128&type=chunk)[130](index=130&type=chunk)[132](index=132&type=chunk) - The Sponsor, directors, and executive officers have agreed to **vote in favor of the initial business combination**, regardless of how public shareholders vote, **increasing the likelihood of approval**[128](index=128&type=chunk)[133](index=133&type=chunk)[135](index=135&type=chunk) - The redemption rights of public shareholders and the amount of deferred underwriting commissions may make the company's financial condition **unattractive to potential targets** and lead to **substantial dilution**[128](index=128&type=chunk)[136](index=136&type=chunk)[137](index=137&type=chunk)[138](index=138&type=chunk) [Risks Related to Business and Initial Business Combination](index=28&type=section&id=Risks%20Related%20to%20Business%20and%20Initial%20Business%20Combination) Risks include the possibility of completing a business combination without shareholder approval, limited shareholder influence, management's voting power, and the potential for the company's financial condition to deter targets due to redemption rights and deferred underwriting commissions, with the 24-month deadline for a business combination potentially giving targets leverage and failure to meet this deadline rendering founder shares and warrants worthless - The company may complete a business combination **without seeking shareholder approval**, limiting public shareholders' influence to **exercising redemption rights**[130](index=130&type=chunk)[132](index=132&type=chunk) - The Sponsor and management's agreement to **vote in favor of the initial business combination** increases the likelihood of its approval, potentially against public shareholder sentiment[133](index=133&type=chunk)[135](index=135&type=chunk) - The **24-month deadline** for a business combination may give target businesses leverage in negotiations, and failure to complete a combination within this period would result in redemption of public shares and potential worthlessness of founder shares and warrants[141](index=141&type=chunk)[142](index=142&type=chunk)[143](index=143&type=chunk) - **Geopolitical events** (e.g., Russia-Ukraine, Israel-Hamas conflicts), **inflation**, and **interest rate increases** could **materially and adversely affect** the ability to find a target or consummate a business combination[143](index=143&type=chunk)[149](index=149&type=chunk)[187](index=187&type=chunk)[189](index=189&type=chunk) - **New SEC rules for SPACs (2024 SPAC Rules)** impose **additional disclosure requirements**, amend financial statement requirements, and **increase potential liability**, which may **adversely affect the ability to complete a business combination and increase costs**[161](index=161&type=chunk) [Risks Relating to Management Team](index=53&type=section&id=Risks%20Relating%20to%20Management%20Team) The company is highly dependent on its executive officers, and their loss could adversely affect operations, with conflicts of interest potentially arising due to officers' and directors' affiliations with the EQV Group and other entities, diverting opportunities or time away from the company - The company's operations are **highly dependent on its executive officers**, and the unexpected loss of their services could have a **detrimental effect**[228](index=228&type=chunk) - Executive officers and directors have **fiduciary and contractual duties** to other entities, including the **EQV Group**, which may lead to **conflicts of interest** in allocating time and investment opportunities[232](index=232&type=chunk)[235](index=235&type=chunk) - Past involvement of management team members in **litigation, investigations, or other proceedings** for other companies may **divert attention and resources** and **negatively affect the company's reputation**[241](index=241&type=chunk) [Risks Relating to Ownership of Securities](index=56&type=section&id=Risks%20Relating%20to%20Ownership%20of%20Securities) Public shareholders have limited rights to funds in the trust account, primarily upon a business combination or liquidation, with delisting from the NYSE being a risk if listing requirements are not met, and the company's exemption from certain blank check company protections, along with the founder shares' low cost, creates a potential conflict of interest for the Sponsor - Public shareholders are entitled to receive funds from the trust account only under **limited circumstances**, primarily upon completion of an initial business combination (with redemption) or liquidation[242](index=242&type=chunk) - The NYSE may **delist the company's securities** if it fails to maintain certain financial, distribution, and share price listing requirements, which could **limit investors' ability to trade**[243](index=243&type=chunk)[246](index=246&type=chunk) - The company is **exempt from Rule 419 of the Securities Act**, meaning investors are **not afforded the benefits or protections** typically provided to blank check companies[248](index=248&type=chunk) - The nominal price paid for founder shares by the Sponsor creates a **substantial profit potential** for them, even if public shares lose significant value, potentially influencing their willingness to pursue **riskier business combinations**[249](index=249&type=chunk) - The company may make **permitted withdrawals** from interest earned on the trust account to fund working capital and pay taxes, which could **negatively impact the potential value** of the trust account and cash remaining for the combined company[251](index=251&type=chunk)[252](index=252&type=chunk) - Warrants may be redeemed prior to their exercise at a disadvantageous time, making them worthless, or their terms may be amended adversely with the approval of at least **50%** of the then-outstanding public warrants[253](index=253&type=chunk)[258](index=258&type=chunk) [General Risk Factors](index=68&type=section&id=General%20Risk%20Factors) As a recently incorporated company with no operating history or revenues, there is no basis to evaluate its ability to achieve its business objective, and past performance of the EQV Group or management is not indicative of future results, while cybersecurity risks pose a threat to operations and confidential information - As a recently incorporated company with **no operating history or revenues**, investors **lack a basis to evaluate its ability** to achieve its business objective of completing an initial business combination[302](index=302&type=chunk) - Past performance by the EQV Group or its affiliates or the company's directors and executive officers is **not indicative of future performance or a guarantee of positive returns** to shareholders[303](index=303&type=chunk) - **Cybersecurity risks and cyber incidents** could **adversely affect the business** by **disrupting operations, compromising confidential information, and damaging business relationships**, despite reliance on the EQV Group's cybersecurity strategy[304](index=304&type=chunk)[305](index=305&type=chunk)[306](index=306&type=chunk) [Item 1B. Unresolved Staff Comments](index=70&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) There are no unresolved staff comments - **No unresolved staff comments** were reported[307](index=307&type=chunk) [Item 1C. Cybersecurity](index=70&type=section&id=Item%201C.%20Cybersecurity) As a blank check company with no operations, the company relies on the cybersecurity strategy and policies of the EQV Group and its third-party vendors, has not adopted its own cybersecurity risk management program, and acknowledges vulnerability due to limited resources, despite not being aware of any material cyber-attacks to date - As a **blank check company with no operations**, the company relies on the cybersecurity strategy and policies implemented by the **EQV Group** and its third-party vendors[308](index=308&type=chunk) - The company has **not adopted its own cybersecurity risk management program** or formal processes for assessing and managing cybersecurity risk, acknowledging **limited resources** for protection and investigation[308](index=308&type=chunk) - While **not currently aware of any material cyber-attacks**, the company notes an **increase in the frequency and sophistication of cyber and security threats**[308](index=308&type=chunk) [Item 2. Properties](index=70&type=section&id=Item%202.%20Properties) The company's executive offices are located at 1090 Center Drive, Park City, Utah, with the cost covered by a $30,000 monthly fee paid to an affiliate of its Sponsor for administrative services, and the current office space is considered adequate - Executive offices are located at 1090 Center Drive, Park City, Utah, with a monthly fee of **$30,000** paid to an affiliate of the Sponsor for office space, utilities, secretarial support, and administrative services[309](index=309&type=chunk) - The current office space is considered **adequate** for the company's current operations[114](index=114&type=chunk) [Item 3. Legal Proceedings](index=70&type=section&id=Item%203.%20Legal%20Proceedings) There are no material legal proceedings currently pending against the company or its directors and executive officers - **No material litigation**, arbitration, or governmental proceeding is currently pending against the company or any of its directors and executive officers[125](index=125&type=chunk)[310](index=310&type=chunk) [Item 4. Mine Safety Disclosures](index=70&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable - Mine safety disclosures are **not applicable** to the company[311](index=311&type=chunk) PART II [Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities](index=71&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Shareholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's units, Class A ordinary shares, and warrants are traded on the NYSE under symbols EQVU, EQV, and EQVW, respectively, with limited holders of record for each security type as of March 27, 2025, and no cash dividends paid or intended prior to a business combination - The company's units, Class A ordinary shares, and warrants are traded on the NYSE under the symbols **EQVU, EQV, and EQVW**, respectively[314](index=314&type=chunk) - As of March 27, 2025, there were **three holders of record for units, five for Class A ordinary shares, one for Class B ordinary shares, and one for warrants**[315](index=315&type=chunk) - The company has **not paid any cash dividends** on its ordinary shares to date and **does not intend to pay cash dividends** prior to the completion of a business combination[316](index=316&type=chunk) [Unregistered Sales of Equity Securities](index=71&type=section&id=Unregistered%20Sales%20of%20Equity%20Securities) The company issued 160,000 Class A ordinary shares to non-executive director nominees on May 22, 2024, and 662,500 Private Placement Units (400,000 to the Sponsor and 262,500 to BTIG) on August 8, 2024, all under Section 4(a)(2) of the Securities Act exemption - **160,000 Class A ordinary shares** were issued to non-executive director nominees on May 22, 2024, pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act[318](index=318&type=chunk) - **662,500 Private Placement Units** were sold on August 8, 2024, consisting of **400,000 to the Sponsor** and **262,500 to BTIG**, also pursuant to the Section 4(a)(2) exemption[320](index=320&type=chunk) [Use of Proceeds and Repurchases](index=72&type=section&id=Use%20of%20Proceeds%20and%20Repurchases) From the IPO and private placements, $350 million was placed in the trust account, with total offering costs amounting to $19.09 million, including cash and deferred underwriting fees, and no material change in the planned use of proceeds or repurchases of equity securities has occurred Use of Proceeds and Offering Costs | Item | Amount (USD) | | :--- | :--- | | Gross Proceeds (IPO & Private Placement) | $356,625,000 | | Placed in Trust Account | $350,000,000 | | Total Offering Costs | $19,093,523 | | - Cash Underwriting Fee | $5,250,000 | | - Deferred Underwriting Fee | $12,250,000 | | - Other Offering Costs | $1,593,523 | - There has been **no material change** in the planned use of proceeds from the Initial Public Offering and the private placements[322](index=322&type=chunk) - **No repurchases** of equity securities have been made[323](index=323&type=chunk) [Item 6. [Reserved]](index=72&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved and contains no information - Item 6 is **reserved** and contains no information[324](index=324&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=72&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides an overview of the company's financial condition and results of operations, noting its status as a blank check company with no operating revenues to date, and detailing the net income for the period, liquidity, capital resources, and significant accounting policies - The company is a **blank check company** with **no operating revenues** to date, focused on identifying a target company for a business combination[325](index=325&type=chunk)[328](index=328&type=chunk) - The discussion includes **forward-looking statements**, and **actual results may differ materially** due to various factors, including those outlined in 'Item 1A. Risk Factors'[324](index=324&type=chunk) [Results of Operations](index=73&type=section&id=Results%20of%20Operations) For the period from inception (April 15, 2024) through December 31, 2024, the company reported a net income of $6.86 million, primarily driven by interest earned on marketable securities in the trust account and a change in over-allotment liability, partially offset by general and administrative costs Financial Results (April 15, 2024 - December 31, 2024) | Item | Amount (USD) | | :--- | :--- | | Net Income | $6,856,423 | | Interest Earned on Trust Account | $6,914,394 | | Change on Over-allotment Liability | $598,539 | | General and Administrative Costs | $656,510 | | Basic and Diluted Net Income per Class A Share | $0.24 | | Basic and Diluted Net Income per Class B Share | $0.24 | - The company's activities from inception through December 31, 2024, were **organizational, preparatory for the IPO, and focused on identifying a target company**[328](index=328&type=chunk) [Liquidity and Capital Resources](index=73&type=section&id=Liquidity%20and%20Capital%20Resources) As of December 31, 2024, the company had $0.97 million in cash and $0.38 million in working capital, with substantially all IPO and private placement proceeds ($350 million) held in a trust account, and approximately $138,000 of interest available for working capital, potentially relying on loans from the Sponsor or affiliates for additional funding Liquidity and Capital Resources (as of December 31, 2024) | Item | Amount (USD) | | :--- | :--- | | Cash | $973,483 | | Working Capital | $381,476 | | Funds in Trust Account | $350,000,000 | | Interest from Trust Account for Working Capital | ~$138,000 | - Funds held outside the trust account are primarily intended for **identifying and evaluating target businesses, performing due diligence, and structuring/completing a business combination**[333](index=333&type=chunk) - The Sponsor, or certain officers and directors or their affiliates, may provide **Working Capital Loans**, **convertible into units**, to fund working capital deficiencies or transaction costs if required[334](index=334&type=chunk) [Off-Balance Sheet Arrangements and Contractual Obligations](index=74&type=section&id=Off-Balance%20Sheet%20Arrangements%20and%20Contractual%20Obligations) The company has no off-balance sheet arrangements as of December 31, 2024, with contractual obligations including a $30,000 monthly fee to an affiliate of the Sponsor for administrative services and a deferred underwriting fee of $12.25 million, payable upon completion of a business combination - The company has **no obligations, assets, or liabilities considered off-balance sheet arrangements** as of December 31, 2024[336](index=336&type=chunk) Contractual Obligations | Obligation | Amount | Terms | | :--- | :--- | :--- | | Administrative Service Fee | $30,000/month | Payable to Sponsor affiliate, terminates upon business combination or liquidation | | Deferred Underwriting Fee | $12.25 million | Payable to underwriter upon completion of business combination | - The over-allotment option has **expired** and is **no longer payable**[338](index=338&type=chunk)[530](index=530&type=chunk) [Critical Accounting Estimates and Policies](index=74&type=section&id=Critical%20Accounting%20Estimates%20and%20Policies) The preparation of financial statements requires management to make significant estimates and assumptions, with the fair value of public warrants identified as a critical accounting estimate, and the company classifies redeemable Class A ordinary shares as temporary equity, recognizing changes in redemption value immediately - Management's estimates and assumptions are critical for financial statements, with the fair value of public warrants identified as a **critical accounting estimate**[339](index=339&type=chunk)[488](index=488&type=chunk)[489](index=489&type=chunk) - Conditionally redeemable Class A ordinary shares are classified as **temporary equity**, and changes in redemption value are **recognized immediately**[340](index=340&type=chunk)[500](index=500&type=chunk) - The company has **elected not to opt out of the extended transition period** for new accounting standards available to emerging growth companies, which may **affect comparability** with other public companies[342](index=342&type=chunk)[343](index=343&type=chunk)[486](index=486&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures about Market Risk](index=75&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk - The company is **exempt from providing quantitative and qualitative disclosures** about market risk as a smaller reporting company[344](index=344&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=75&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This item refers to the audited financial statements and supplementary data included elsewhere in the Annual Report - Financial statements and supplementary data are **included following Item 16** of this Annual Report[345](index=345&type=chunk) [Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=75&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) There have been no changes in or disagreements with accountants on accounting and financial disclosure - **No changes in or disagreements** with accountants on accounting and financial disclosure were reported[346](index=346&type=chunk) [Item 9A. Controls and Procedures](index=75&type=section&id=Item%209A.%20Controls%20and%20Procedures) The company's Certifying Officers concluded that disclosure controls and procedures were effective as of December 31, 2024, and the report does not include management's assessment or an independent auditor's attestation on internal control over financial reporting due to the transition period for newly public companies, with no material changes in internal control over financial reporting occurring - The Certifying Officers concluded that the company's disclosure controls and procedures were **effective** as of December 31, 2024[348](index=348&type=chunk) - The report **does not include management's assessment or an independent registered public accounting firm's attestation** on internal control over financial reporting due to a transition period for newly public companies[349](index=349&type=chunk) - There were **no material changes** in internal control over financial reporting during the most recent fiscal quarter[350](index=350&type=chunk) [Item 9B. Other Information](index=76&type=section&id=Item%209B.%20Other%20Information) No directors or executive officers adopted or terminated any Rule 10b5-1 trading plans or 'non-Rule 10b5-1 trading arrangements' during the year ended December 31, 2024 - **None** of the directors or executive officers adopted or terminated any Rule 10b5-1 trading plans or 'non-Rule 10b5-1 trading arrangements' during the year ended December 31, 2024[351](index=351&type=chunk) [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=76&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - Disclosure regarding foreign jurisdictions that prevent inspections is **not applicable**[352](index=352&type=chunk) PART III [Item 10. Directors, Executive Officers and Corporate Governance](index=77&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section details the company's leadership, including its executive officers and directors, their qualifications, and the board's structure, also outlining the board committees, code of ethics, potential conflicts of interest, and policies regarding indemnification and insider trading - The company's executive officers include **Jerome Silvey** (CEO), **Tyson Taylor** (President & CFO), **Mickey Raney** (COO), **Danny Murray** (CAO & Secretary), **Grant Raney** (EVP), **Andrew McKinley** (CSO), and **Will Smith** (CIO)[353](index=353&type=chunk)[354](index=354&type=chunk)[355](index=355&type=chunk)[356](index=356&type=chunk)[357](index=357&type=chunk)[358](index=358&type=chunk)[359](index=359&type=chunk) - Directors possess **extensive experience** in energy, finance, investment management, and accounting, which qualifies them for their roles[353](index=353&type=chunk)[354](index=354&type=chunk)[355](index=355&type=chunk)[356](index=356&type=chunk)[357](index=357&type=chunk)[358](index=358&type=chunk)[359](index=359&type=chunk)[360](index=360&type=chunk)[361](index=361&type=chunk)[362](index=362&type=chunk)[363](index=363&type=chunk) [Directors and Executive Officers](index=77&type=section&id=Directors%20and%20Executive%20Officers) The company's executive officers and directors bring diverse expertise from the energy, finance, and investment sectors, with key roles including CEO Jerome Silvey, President & CFO Tyson Taylor, COO Mickey Raney, CAO Danny Murray, EVP Grant Raney, CSO Andrew McKinley, and CIO Will Smith, along with independent directors Jerome C. Silvey, Jr., Bryan Summers, Andrew Blakeman, and Marc Peperzak Executive Officers and Directors | Name | Age | Position | | :--- | :--- | :--- | | Jerome Silvey | 32 | Chief Executive Officer and Director | | Tyson Taylor | 43 | President and Chief Financial Officer and Director | | Mickey Raney | 67 | Chief Operating Officer | | Danny Murray | 41 | Chief Accounting Officer and Secretary | | Grant Raney | 36 | Executive Vice President | | Andrew McKinley | 33 | Chief Strategy Officer | | Will Smith | 32 | Chief Investment Officer | | Jerome C. Silvey, Jr. | 67 | Director | | Bryan Summers | 46 | Director | | Andrew Blakeman | 57 | Director | | Marc Peperzak | 76 | Director | - Executive officers and directors have **significant experience** in energy, finance, investment management, and corporate governance, with many holding leadership positions within the **EQV Group** or other related entities[353](index=353&type=chunk)[354](index=354&type=chunk)[355](index=355&type=chunk)[356](index=356&type=chunk)[357](index=357&type=chunk)[358](index=358&type=chunk)[359](index=359&type=chunk)[360](index=360&type=chunk)[361](index=361&type=chunk)[362](index=362&type=chunk)[363](index=363&type=chunk) [Board Structure and Independence](index=79&type=section&id=Board%20Structure%20and%20Independence) The board of directors consists of six members, divided into three staggered classes, with terms expiring at different annual shareholder meetings, and the company relies on NYSE phase-in rules for director independence, with Bryan Summers, Andrew Blakeman, and Marc Peperzak currently identified as independent - The board of directors consists of **six members** and is divided into **three staggered classes**, with one class of directors elected each year for a three-year term[364](index=364&type=chunk) - The company relies on **NYSE phase-in rules** for director independence, requiring a **majority of independent directors within one year** of its listing date[368](index=368&type=chunk) - Bryan Summers, Andrew Blakeman, and Marc Peperzak have been determined to be '**independent directors**' as defined by NYSE listing standards and applicable SEC rules[368](index=368&type=chunk) [Board Committees](index=80&type=section&id=Board%20Committees) The board has three standing committees: Audit, Nominating, and Compensation, with the Audit Committee being fully independent, while the Nominating and Compensation Committees rely on NYSE phase-in rules for independence, and each committee has specific responsibilities, including financial oversight, director selection, and executive compensation - The board of directors has **three standing committees**: an audit committee, a nominating committee, and a compensation committee[369](index=369&type=chunk) - The Audit Committee consists of Andrew Blakeman (chairperson), Bryan Summers, and Marc Peperzak, all of whom are independent and financially literate, with Andrew Blakeman qualifying as an '**audit committee financial expert**'[370](index=370&type=chunk) - The Nominating Committee (Bryan Summers as chairperson, Jerome C. Silvey, Jr., Andrew Blakeman) and Compensation Committee (Bryan Summers as sole member and chairperson) rely on **NYSE phase-in rules** for independence[372](index=372&type=chunk)[375](index=375&type=chunk)[376](index=376&type=chunk) - The committees are responsible for **overseeing audits, selecting director nominees, and determining executive compensation**, among other duties[371](index=371&type=chunk)[373](index=373&type=chunk)[377](index=377&type=chunk) [Code of Business Conduct and Ethics](index=82&type=section&id=Code%20of%20Business%20Conduct%20and%20Ethics) The company has adopted a Code of Business Conduct and Ethics applicable to its directors, officers, and employees, which is available on its website - A **Code of Business Conduct and Ethics** has been adopted, applicable to the company's directors, officers, and employees[380](index=380&type=chunk) [Conflicts of Interest](index=82&type=section&id=Conflicts%20of%20Interest) Directors and officers owe fiduciary duties under Cayman Islands law, including avoiding conflicts of interest, but due to their affiliations with the EQV Group and other entities, potential conflicts may arise in allocating investment opportunities and time, with the company's articles of association renouncing interest in corporate opportunities presented to directors/officers by other entities - Directors and officers owe **fiduciary duties** under Cayman Islands law, including acting in good faith, exercising powers for conferred purposes, and **avoiding conflicts of interest**[381](index=381&type=chunk)[384](index=384&type=chunk) - **Potential conflicts of interest** may arise from officers' and directors' existing fiduciary and contractual duties to other entities, including the **EQV Group** and its funds, which may lead to investment opportunities being directed elsewhere[385](index=385&type=chunk)[387](index=387&type=chunk) - The company's amended and restated memorandum and articles of association **renounce any interest or expectancy in corporate opportunities** that may involve another EQV Group entity for any director or officer[385](index=385&type=chunk) [Limitation on Liability and Indemnification](index=85&type=section&id=Limitation%20on%20Liability%20and%20Indemnification) The company's articles of association provide for indemnification of officers and directors to the maximum extent permitted by Cayman Islands law, except for fraud or willful default, and officers and directors have waived rights to monies in the trust account, meaning indemnification will only be satisfied from funds outside the trust account or after a business combination - The company's amended and restated memorandum and articles of association provide for **indemnification of officers and directors** to the **maximum extent permitted by Cayman Islands law**, except for actual fraud, willful default, or willful neglect[392](index=392&type=chunk) - Officers and directors have **waived any right, title, interest, or claim to monies in the trust account**, meaning indemnification will only be satisfied from funds outside the trust account or upon completion of an initial business combination[393](index=393&type=chunk) [Insider Trading Policy](index=86&type=section&id=Insider%20Trading%20Policy) The company has an insider trading policy restricting transactions in its securities by directors, executive officers, and employees with access to material non-public information, including blackout periods and pre-clearance requirements - The board of directors has adopted an **insider trading policy** restricting transactions in the company's securities by directors, executive officers, and employees with access to material non-public information[396](index=396&type=chunk) - The policy includes **prohibitions from trading during blackout periods and pre-clearance requirements** for all transactions in the company's securities[396](index=396&type=chunk) [Item 11. Executive Compensation](index=86&type=section&id=Item%2011.%20Executive%20Compensation) No executive officers or other directors received cash compensation for services rendered to the company in 2024, with independent directors also receiving no cash compensation, while an affiliate of the Sponsor is reimbursed $30,000 monthly for administrative services, and executive officers and directors are reimbursed for out-of-pocket expenses, subject to quarterly audit committee review Director Cash Compensation (Fiscal Year Ended December 31, 2024) | Name | Fees Earned or Paid in Cash (USD) | | :--- | :--- | | Bryan Summers | $0 | | Andrew Blakeman | $0 | | Marc Peperzak | $0 | - **None** of the executive officers or other directors received any cash compensation from the company for services rendered[398](index=398&type=chunk) - An affiliate of the Sponsor is reimbursed **$30,000 per month** for office space, utilities, secretarial support, and administrative services[398](index=398&type=chunk) - Executive officers and directors are **reimbursed for out-of-pocket expenses** incurred on the company's behalf, subject to **quarterly audit committee review**[398](index=398&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters](index=87&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Shareholder%20Matters) This section details the beneficial ownership of the company's ordinary shares as of December 31, 2024, with the Sponsor holding a significant portion of Class B ordinary shares and several institutional investors holding over 5% of Class A ordinary shares Beneficial Ownership of Ordinary Shares (as of December 31, 2024) | Name | Class A Ordinary Shares Owned (shares) | Approx. % of Class A | Class B Ordinary Shares Owned (shares) | Approx. % of Class B | Approximate % of Total Ordinary Shares | | :--- | :--- | :--- | :--- | :--- | :--- | | EQV Ventures Sponsor LLC | 400,000 | 1.1% | 8,750,000 | 100% | 20.5% | | Jerome C Silvey, Jr. | 40,000 | * | - | - | * | | Bryan Summers | 40,000 | * | - | - | * | | Andrew Blakeman | 40,000 | * | - | - | * | | Marc Peperzak | 40,000 | * | - | - | * | | All executive officers and directors (11 individuals) | 160,000 | * | - | - | * | | Linden Capital L.P. | 3,165,000 | 8.8% | - | - | 7.1% | | Magnetar Financial LLC | 3,430,350 | 9.6% | - | - | 7.7% | | AQR Capital Management, LLC | 2,463,811 | 6.9% | - | - | 5.5% | | Polar Asset Management Partners Inc. | 3,200,000 | 8.9% | - | - | 7.2% | | Barclays PLC | 2,258,186 | 6.3% | - | - | 5.1% | | Goldman Sachs Group Inc. | 2,587,428 | 7.2% | - | - | 5.8% | *Less than 1% - The beneficial ownership table is based on **44.57 million ordinary shares** issued and outstanding as of December 31, 2024, comprising **35.82 million Class A** and **8.75 million Class B ordinary shares**[403](index=403&type=chunk) - The Sponsor and the company's executive officers and directors have agreed to **vote any shares they own in favor** of any proposed business combination and **not to redeem them**[408](index=408&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=90&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) This section details various transactions and relationships between the company and its related parties, including the Sponsor, officers, and directors, also outlining the policy for approving related party transactions and reiterating director independence - The audit committee of the board of directors has adopted a charter for the review, approval, or ratification of '**related party transactions**'[423](index=423&type=chunk) - Bryan Summers, Andrew Blakeman, and Marc Peperzak are determined to be '**independent directors**' as defined by NYSE listing standards[424](index=424&type=chunk) [Related Party Transactions](index=90&type=section&id=Related%20Party%20Transactions) Key related party transactions include the Sponsor's purchase of founder shares and private placement units, a promissory note from the Sponsor (repaid), potential Working Capital Loans from affiliates, and a monthly administrative service fee paid to an affiliate of the Sponsor - The Sponsor paid **$25,000** for **10.06 million founder shares** on April 19, 2024, and subsequently forfeited **1.31 million shares**[410](index=410&type=chunk)[518](index=518&type=chunk) - The Sponsor purchased **400,000 Sponsor Private Placement Units** for **$4 million**, and BTIG purchased **262,500 Underwriter Private Placement Units** for **$2.625 million**, simultaneously with the IPO closing[414](index=414&type=chunk)[522](index=522&type=chunk)[523](index=523&type=chunk) - A promissory note for up to **$300,000** from the Sponsor to cover IPO costs was issued on April 19, 2024, and repaid on August 8, 2024[411](index=411&type=chunk)[520](index=520&type=chunk) - The Sponsor or its affiliates may provide Working Capital Loans up to **$1.5 million**, convertible into units, to finance transaction costs in connection with a business combination[412](index=412&type=chunk)[525](index=525&type=chunk) - A monthly fee of **$30,000** is paid to an affiliate of the Sponsor for office space, utilities, secretarial support, and administrative services[417](index=417&type=chunk)[526](index=526&type=chunk) [Policy for Approval of Related Party Transactions](index=92&type=section&id=Policy%20for%20Approval%20of%20Related%20Party%20Transactions) The audit committee of the board of directors has adopted a charter for the review, approval, or ratification of 'related party transactions', evaluating transaction terms, business purpose, and benefits, with interested members abstaining from voting - The audit committee's charter provides for the review, approval, or ratification of '**related party transactions**' as required by Item 404 of Regulation S-K[423](index=423&type=chunk) - The committee reviews details of each transaction, including terms, contractual restrictions, business purpose, and benefits, with **interested members abstaining from voting**[423](index=423&type=chunk) [Director Independence](index=92&type=section&id=Director%20Independence) The company relies on NYSE phase-in rules for director independence, with Bryan Summers, Andrew Blakeman, and Marc Peperzak determined to be independent directors as per NYSE listing standards - The company relies on **NYSE phase-in rules** for director independence, requiring a majority of independent directors within one year of its listing date[424](index=424&type=chunk) - Bryan Summers, Andrew Blakeman, and Marc Peperzak are determined to be '**independent directors**' as defined in the NYSE listing standards[424](index=424&type=chunk) [Item 14. Principal Accounting Fees and Services](index=92&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) This section details the fees paid to WithumSmith+Brown, PC, the independent registered public accounting firm, for audit services, with no audit-related, tax, or other fees rendered during the period from inception through December 31, 2024 - **WithumSmith+Brown, PC** acts as the company's **independent registered public accounting firm**[425](index=425&type=chunk) [Audit and Other Fees](index=93&type=section&id=Audit%20and%20Other%20Fees) Audit fees for the period from inception (April 15, 2024) through December 31, 2024, amounted to approximately $133,640, with no fees billed for audit-related, tax, or other services during this period Fees Paid to Independent Registered Public Accounting Firm (April 15, 2024 - December 31, 2024) | Fee Type | Amount (USD) | | :--- | :--- | | Audit Fees | $133,640 | | Audit-Related Fees | $0 | | Tax Fees | $0 | | All Other Fees | $0 | [Pre-Approval Policy](index=93&type=section&id=Pre-Approval%20Policy) The audit committee, formed upon the IPO, pre-approves all auditing and permitted non-audit services, with services rendered prior to its formation approved by the board of directors - The audit committee, formed upon the consummation of the Initial Public Offering, **pre-approves all auditing services and permitted non-audit services**[430](index=430&type=chunk) - Any services rendered prior to the formation of the audit committee were **approved by the board of directors**[430](index=430&type=chunk) PART IV [Item 15. Exhibits, Financial Statement Schedules](index=94&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This item lists the financial statements and exhibits filed as part of the Annual Report, including the underwriting agreement, amended articles of association, warrant agreement, and various other agreements and certifications - Financial statements are **filed** as part of this Annual Report[432](index=432&type=chunk) - A **comprehensive list of exhibits**, including key agreements (e.g., Underwriting Agreement, Amended and Restated Memorandum and Articles of Association, Warrant Agreement) and certifications, is **filed or incorporated by reference**[433](index=433&type=chunk)[434](index=434&type=chunk)[435](index=435&type=chunk) [Item 16. Form 10-K Summary](index=95&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable - Item 16, Form 10-K Summary, is **not applicable**[436](index=436&type=chunk) SIGNATURES [Report Signatures](index=96&type=section&id=Report%20Signatures) The report is duly signed on behalf of EQV Ventures Acquisition Corp. by its Chief Financial Officer (Tyson Taylor) and other directors, including the Chief Executive Officer (Jerome Silvey), as of March 28, 2025 - The report is **signed by Tyson Taylor, Chief Financial Officer, and Jerome Silvey, Chief Executive Officer and Director**, along with other directors, on March 28, 2025[439](index=439&type=chunk)[441](index=441&type=chunk) INDEX TO FINANCIAL STATEMENTS [Financial Statements Index](index=97&type=section&id=Financial%20Statements%20Index) This section provides an index to the financial statements included in the report, listing the Report of Independent Registered Public Accounting Firm, Balance Sheet, Statement of Operations, Statement of Changes in Shareholders' Deficit, Statement of Cash Flows, and Notes to Financial Statements - The index lists the **Report of Independent Registered Public Accounting Firm, Balance Sheet, Statement of Operations, Statement of Changes in Shareholders' Deficit, Statement of Cash Flows, and Notes to Financial Statements**[443](index=443&type=chunk) REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM [Independent Auditor's Report](index=98&type=section&id=Independent%20Auditor%27s%20Report) WithumSmith+Brown, PC, the independent registered public accounting firm, issued an unqualified opinion on the company's financial statements as of December 31, 2024, and for the period from April 15, 2024 (inception) through December 31, 2024, stating they present fairly in all material respects in conformity with U.S. GAAP - WithumSmith+Brown, PC issued an **unqualified opinion**, stating the financial statements present fairly, in all material respects, the financial position as of December 31, 2024, and results of operations and cash flows for the period from April 15, 2024 (inception) through December 31, 2024, in conformity with U.S. GAAP[444](index=444&type=chunk) - The audit was conducted in accordance with **PCAOB standards**, but an **audit of internal control over financial reporting was not performed**[446](index=446&type=chunk) FINANCIAL STATEMENTS [Balance Sheet](index=99&type=section&id=Balance%20Sheet) As of December 31, 2024, the company reported total assets of $357.56 million, primarily consisting of cash held in the trust account ($356.36 million), with total liabilities of $13.75 million, including deferred underwriting fees, and a shareholders' deficit of $(12.41 million) Balance Sheet Highlights (as of December 31, 2024) | Item | Amount (USD) | | :--- | :--- | | Total Assets | $357,563,391 | | Cash and Cash Equivalents | $973,483 | | Cash Held in Trust Account | $356,361,121 | | Total Liabilities | $13,748,632 | | Deferred Underwriting Fee | $12,250,000 | | Class A Ordinary Shares Subject to Possible Redemption | $356,222,955 | | Total Shareholders' Deficit | $(12,408,196) | [Statement of Operations](index=100&type=section&id=Statement%20of%20Operations) For the period from inception (April 15, 2024) through December 31, 2024, the company reported a net income of $6.86 million, primarily driven by $6.91 million in interest income from the trust account and a $0.60 million change in over-allotment liability, offset by $0.66 million in general and administrative costs Statement of Operations Highlights (April 15, 2024 - December 31, 2024) | Item | Amount (USD) | | :--- | :--- | | Net Income | $6,856,423 | | Interest Earned on Trust Account | $6,914,394 | | Change in Fair Value of Over-allotment Liability | $598,539 | | General and Administrative Costs | $656,510 | | Basic and Diluted Net Income per Ordinary Share (Class A & B) | $0.24 | [Statement of Changes in Shareholders' Deficit](index=101&type=section&id=Statement%20of%20Changes%20in%20Shareholders%27%20Deficit) The statement details changes in shareholders' deficit from inception (April 15, 2024) through December 31, 2024, with key movements including the issuance of Class B ordinary shares to the Sponsor, Class A ordinary shares to director nominees, sale of Private Placement Units, forfeiture of founder shares, and accretion for Class A ordinary shares to redemption amount, culminating in a total shareholders' deficit of $(12.41 million) Key Changes in Shareholders' Deficit (April 15, 2024 - December 31, 2024) | Item | Amount (USD) | | :--- | :--- | | Balance — April 15, 2024 (inception) | $0 | | Issuance of Class B ordinary shares to Sponsor | $25,000 | | Issuance of Class A ordinary shares to non-executive director nominees | $398 | | Sale of Private Placement Units | $6,625,000 | | FV of public warrants at issuance | $2,100,000 | | Forfeiture of founder shares | $0 (net effect) | | Allocated value of transaction costs to Class A shares | $(176,588) | | Accretion for Class A ordinary shares to redemption amount | $(27,838,429) | | Net income | $6,856,423 | | Balance – December 31, 2024 | $(12,408,196) | [Statement of Cash Flows](index=102&type=section&id=Statement%20of%20Cash%20Flows) For the period from inception (April 15, 2024) through December 31, 2024, net cash used in operating activities was $(0.79 million), and net cash used in investing activities was $(349.45 million), primarily due to cash deposited in the trust account, with net cash provided by financing activities totaling $351.21 million, resulting in an ending cash balance of $0.97 million Cash Flow Summary (April 15, 2024 - December 31, 2024) | Cash Flow Activity | Amount (USD) | | :--- | :--- | | Net Cash Used in Operating Activities | $(793,035) | | Net Cash Used in Investing Activities | $(349,446,727) | | Net Cash Provided by Financing Activities | $351,213,245 | | Net Change in Cash and Cash Equivalents | $973,483 | | Cash and Cash Equivalents – End of Period | $973,483 | - Significant non-cash investing and financing activities include **$12.25 million** in deferred underwriting fees and **$0.75 million** in deferred legal fees[458](index=458&type=chunk) [Notes to Financial Statements](index=103&type=section&id=Notes%20to%20Financial%20Statements) The notes provide detailed information on the company's organization, significant accounting policies (including fair value measurements and segment reporting), initial public offering details, related party transactions, commitments, contingencies, and shareholders' deficit, also covering recent accounting pronouncements and subsequent events - The company was incorporated on **April 15, 2024**, as a **blank check company**, completed its **IPO on August 8, 2024**, and is an **emerging growth company**[461](index=461&type=chunk)[464](index=464&type=chunk)[485](index=485&type=chunk) - Substantially all IPO proceeds (**$350 million**) are held in a trust account, to be used for a business combination or redeemed if no combination is completed within **24 months**[468](index=468&type=chunk)[473](index=473&type=chunk) - Key accounting policies include classifying redeemable Class A ordinary shares as **temporary equity** and valuing public warrants under **equity treatment**[499](index=499&type=chunk)[500](index=500&type=chunk) - Related party transactions involve the **Sponsor's founder shares**, **private placement units**, potential **working capital loans**, and **administrative service fees**[518](index=518&type=chunk)[522](index=522&type=chunk)[525](index=525&type=chunk)[526](index=526&type=chunk) - Commitments include a **$12.25 million** deferred underwriting fee payable upon business combination and **$0.75 million** in deferred legal fees[532](index=532&type=chunk)[533](index=533&type=chunk) - Subsequent events include **withdrawals from the trust account for working capital expenses** in January, February, and March 2025[554](index=554&type=chunk) [Note 1 — Description of Organization and Business Operations](index=103&type=section&id=Note%201%20%E2%80%94%20Description%20of%20Organization%20and%20Business%20Operations) EQV Ventures Acquisition Corp. is a Cayman Islands exempted blank check company, incorporated on April 15, 2024, for the purpose of a business combination, primarily targeting the energy industry, completing its IPO on August 8, 2024, raising $350 million, which, along with private placement proceeds, is held in a trust account, and as an emerging growth company, it has 24 months to complete a business combination or redeem public shares - The company was incorporated as a Cayman Islands exempted company on **April 15, 2024**, as a **blank check company**, primarily targeting the upstream exploration and production sector within the energy industry[461](index=461&type=chunk)[462](index=462&type=chunk)[463](index=463&type=chunk) - The Initial Public Offering was consummated on **August 8, 2024**, raising **$350 million**, with additional private placement proceeds of **$6.625 million**[464](index=464&type=chunk)[465](index=465&type=chunk) - **$350 million** from the IPO and a portion of private placement proceeds were placed in a trust account, to be invested in U.S. government securities or money market funds[468](index=468&type=chunk) - The company has **24 months** from the closing of the Initial Public Offering to complete a business combination; otherwise, public shares will be redeemed[473](index=473&type=chunk) [Note 2 — Summary of Significant Accounting Policies](index=106&type=section&id=Note%202%20%E2%80%94%20Summary%20of%20Significant%20Accounting%20Policies) The financial statements are prepared in U.S. GAAP, and the company is an 'emerging growth company' that has elected to use the extended transition period for new accounting standards, with key policies including using estimates, classifying cash equivalents, accounting for offering costs, derivative financial instruments, income taxes, warrant instruments, and Class A ordinary shares subject to possible redemption - The financial statements are presented in U.S. GAAP, and the company is an '**emerging growth company**' that has **elected not to opt out of the extended transition period** for new accounting standards[484](index=484&type=chunk)[485](index=485&type=chunk)[486](index=486&type=chunk) - The preparation of financial statements requires **significant management estimates and assumptions**, particularly affecting reported assets, liabilities, and expenses[488](index=488&type=chunk)[489](index=489&type=chunk) - Offering costs are **allocated between Class A ordinary shares (charged to temporary equity) and warrants (charged to shareholders' deficit)**[492](index=492&type=chunk) - Warrant instruments are classified under **equity treatment**, and Class A ordinary shares subject to redemption are classified as **temporary equity**, with changes in redemption value **recognized immediately**[499](index=499&type=chunk)[500](index=500&type=chunk) [Note 3. Initial Public Offering](index=110&type=section&id=Note%203.%20Initial%20Public%20Offering) On August 8, 2024, the company sold 35 million units at $10.00 each, comprising one Class A ordinary share and one-third of a redeemable public warrant, with public warrants becoming exercisable 30 days post-business combination and expiring five years later, or earlier upon redemption, and the company may redeem public warrants if Class A ordinary shares reach $18.00 for 20 trading days within a 30-day period Initial Public Offering Details | Item | Value | | :--- | :--- | | Units Sold | 35,000,000 | | Price per Unit | $10.00 | | Public Warrants per Unit | 1/3 | | Public Warrant Exercise Price | $11.50 | | Public Warrant Redemption Trigger | $18.00 (Class A share price) | - Public warrants become exercisable **30 days** after the completion of a business combination and expire **five years** thereafter, or earlier upon redemption or liquidation[510](index=510&type=chunk) - The company may redeem public warrants if the closing price of its Class A ordinary shares equals or exceeds **$18.00 per share** for any **20 trading days** within a **30-trading day period**[513](index=513&type=chunk) [Note 4. Related Party Transactions](index=111&type=section&id=Note%204.%20Related%20Party%20Transactions) This note details transactions with related parties, including the Sponsor's purchase of founder shares and private placement units, a repaid promissory note from the Sponsor, potential Working Capital Loans, and a monthly administrative service fee paid to an affiliate of the Sponsor - The Sponsor paid **$25,000** for **10.06 million Class B ordinary shares** (founder shares) on April 19, 2024, subsequently forfeiting **1.31 million shares**[518](index=518&type=chunk) - The Sponsor p

PART I. FINANCIAL INFORMATION This section presents the unaudited condensed financial statements and management's analysis for EQV Ventures Acquisition Corp. [Item 1. Interim Financial Statements](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements) This section presents EQV Ventures Acquisition Corp.'s unaudited condensed financial statements and related notes. [Condensed Balance Sheet](index=4&type=section&id=Condensed%20Balance%20Sheet%20as%20of%20September%2030%2C%202024%20(Unaudited)) Presents the company's financial position, including assets, liabilities, and shareholders' deficit, as of September 30, 2024 | Metric | Amount ($) | | :------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | :----------- | | **Assets** | | | Total current assets | 1,048,782 | | Cash held in Trust Account | 352,575,810 | | Total Assets | 353,722,495 | | **Liabilities** | | | Total current liabilities | 853,351 | | Deferred legal fees | 746,370 | | Deferred underwriting fee | 12,250,000 | | Total Liabilities | 13,849,721 | | **Shareholders' Deficit** | | | Class A ordinary shares subject to possible redemption | 352,425,522 | | Total Shareholders' Deficit | (12,552,748) | | Total Liabilities and Shareholders' Deficit | 353,722,495 | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations%20For%20the%20Three%20Months%20Ended%20September%2030%2C%202024%20and%20For%20the%20Period%20from%20April%2015%2C%202024%20(Inception)%20Through%20September%2030%2C%202024%20(Unaudited)) Details the company's operational results, including revenues, expenses, and net income, for the specified periods | Metric | Three Months Ended Sep 30, 2024 ($) | Period from Inception Through Sep 30, 2024 ($) | | :------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | :-------------------------------- | :--------------------------------------------- | | General and administrative costs | 332,208 | 379,124 | | Loss from operations | (332,208) | (379,124) | | Change in fair value of over-allotment liability | 598,539 | 598,539 | | Interest earned on marketable securities held in Trust Account | 2,695,023 | 2,695,023 | | Total other income, net | 3,293,562 | 3,293,562 | | Net income | 2,961,354 | 2,914,438 | | Basic and diluted net income per ordinary share, Class A | 0.10 | 0.14 | | Basic and diluted net income per ordinary share, Class B | 0.10 | 0.14 | [Condensed Statements of Changes in Shareholders' Deficit](index=5&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit%20For%20the%20Three%20Months%20Ended%20September%2030%2C%202024%20and%20For%20the%20Period%20from%20April%2015%2C%202024%20(Inception)%20Through%20September%2030%2C%202024%20(Unaudited)) Outlines changes in shareholders' deficit, reflecting equity transactions and accumulated deficit, for the reported periods | Item | Balance – April 15, 2024 (Inception) ($) | Balance – June 30, 2024 ($) | Balance – September 30, 2024 ($) | | :------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | :--------------------------------------- | :-------------------------- | :------------------------------- | | Class A Ordinary Shares Amount | — | 16 | 82 | | Class B Ordinary Shares Amount | — | 1,006 | 875 | | Additional Paid-in Capital | — | 24,376 | — | | Accumulated Deficit | — | (46,916) | (12,553,705) | | Total Shareholders' Deficit | — | (21,518) | (12,552,748) | - Key changes in shareholders' deficit include the issuance of Class B ordinary shares to the Sponsor, issuance of Class A ordinary shares to non-executive director nominees, sale of Private Placement Units, forfeiture of founder shares, allocation of transaction costs, accretion for Class A ordinary shares to redemption amount, and net income[10](index=10&type=chunk) [Condensed Statement of Cash Flows](index=7&type=section&id=Condensed%20Statement%20of%20Cash%20Flows%20for%20the%20Period%20from%20April%2015%2C%202024%20(Inception)%20Through%20September%2030%2C%202024%20(Unaudited)) Summarizes cash inflows and outflows from operating, investing, and financing activities for the period | Activity | Amount ($) | | :------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | :----------- | | Net cash used in operating activities | (404,456) | | Net cash used in investing activities | (349,880,787) | | Net cash provided by financing activities | 351,161,162 | | Net change in cash and cash equivalents | 875,919 | | Cash and cash equivalents – End of period | 875,919 | - Noncash investing and financing activities include **$60,000** in offering costs, **$12.25 million** deferred underwriting fee, **$131** forfeiture of founder shares, **$598,539** write-off of over-allotment liability, and **$746,370** deferred legal fee payable[12](index=12&type=chunk) [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements%20(Unaudited)) Provides detailed explanations and disclosures supporting the condensed financial statements [Note 1. Description of Organization and Business Operations](index=8&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) Describes the company's formation, business purpose, IPO details, and operational timeline - EQV Ventures Acquisition Corp. was incorporated on **April 15, 2024**, as a Cayman Islands exempted company to effect a business combination[14](index=14&type=chunk) - The Company consummated its Initial Public Offering (IPO) on **August 8, 2024**, selling **35 million units** at **$10.00 per unit**, generating gross proceeds of **$350 million**[17](index=17&type=chunk) - Simultaneously with the IPO, the Company sold **662,500 Private Placement Units** for **$6.625 million** to the Sponsor and BTIG, with **$350 million** of the net proceeds placed in a Trust Account[18](index=18&type=chunk)[21](index=21&type=chunk) - The Company has **24 months** from the IPO closing to complete a Business Combination, after which public shares will be redeemed if no combination is completed[26](index=26&type=chunk) - Geopolitical instability from the Russia-Ukraine and Israel-Hamas conflicts could adversely affect the Company's search for a Business Combination[31](index=31&type=chunk)[32](index=32&type=chunk) [Note 2. Significant Accounting Policies](index=13&type=section&id=NOTE%202.%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Outlines the key accounting principles and methods used in preparing the financial statements - The financial statements are prepared in accordance with GAAP for interim financial information and SEC rules for interim reporting[38](index=38&type=chunk) - The Company is an 'emerging growth company' and has elected to use the extended transition period for complying with new or revised financial accounting standards[40](index=40&type=chunk)[41](index=41&type=chunk) - As of September 30, 2024, **$352.58 million** of assets were held in the Trust Account, with **$150,288** available for working capital expenses[46](index=46&type=chunk) - The underwriter's over-allotment option was accounted for as a liability but has since expired[49](index=49&type=chunk) - Class A ordinary shares subject to possible redemption are classified as temporary equity, with changes in redemption value recognized immediately[54](index=54&type=chunk) [Note 3. Initial Public Offering](index=18&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) Details the terms and proceeds of the company's Initial Public Offering, including warrants - The IPO involved the sale of **35 million Units**, each consisting of one Class A ordinary share and one-third of one redeemable warrant[61](index=61&type=chunk) - Public Warrants become exercisable **30 days** after a Business Combination and expire **five years** after, or earlier upon redemption or liquidation[62](index=62&type=chunk) - The Company may redeem Public Warrants at **$0.01 per warrant** if the Class A ordinary share closing price equals or exceeds **$18.00** for **20 trading days** within a **30-trading day period**[65](index=65&type=chunk) - Private Placement Warrants are identical to Public Warrants but are non-transferable for **30 days** post-Business Combination, exercisable on a cashless basis, and non-redeemable[67](index=67&type=chunk) [Note 4. Related Party Transactions](index=20&type=section&id=NOTE%204.%20RELATED%20PARTY%20TRANSACTIONS) Discloses transactions and agreements between the company and its related parties, including the Sponsor - The Sponsor acquired **10,062,500 Class B ordinary shares** (Founder Shares) for **$25,000**, with **1,312,500 shares** subsequently forfeited[69](index=69&type=chunk) - The Company issued a **$300,000 promissory note** to the Sponsor for IPO costs, which was repaid on **August 8, 2024**[72](index=72&type=chunk) - Private Placement Units were sold to the Sponsor (**$4 million**) and BTIG (**$2.625 million**) simultaneously with the IPO[74](index=74&type=chunk)[76](index=76&type=chunk) - The Company pays an affiliate of the Sponsor a monthly administrative fee of **$30,000** for office space, utilities, and support[79](index=79&type=chunk) [Note 5. Commitments and Contingencies](index=22&type=section&id=NOTE%205.%20COMMITMENTS%20AND%20CONTINGENCIES) Identifies the company's contractual obligations, potential liabilities, and registration rights - Holders of Founder Shares, Private Placement Units, and Working Capital Loans have registration rights for their securities[81](index=81&type=chunk) - The underwriter's **45-day** over-allotment option to purchase additional units expired after the IPO close[82](index=82&type=chunk) - The underwriter is entitled to a Base Fee of **$0.15 per Unit** (**$5.25 million total**), with **$4.625 million** paid at closing and **$625,000** in monthly installments[83](index=83&type=chunk) - A deferred underwriting fee of **$0.35 per Unit** (**$12.25 million total**) is payable upon completion of a Business Combination[85](index=85&type=chunk) [Note 6. Shareholders' Deficit](index=24&type=section&id=NOTE%206.%20SHAREHOLDERS'%20DEFICIT) Provides details on the company's authorized and outstanding share capital and equity movements - The Company is authorized to issue **1 million preference shares**, none of which are issued or outstanding as of September 30, 2024[85](index=85&type=chunk) - As of September 30, 2024, there are **822,500 Class A ordinary shares** issued and outstanding, excluding **35 million shares** subject to possible redemption[86](index=86&type=chunk) - **160,000 Class A ordinary shares** were issued to non-executive director nominees, but no stock-based compensation expense has been recognized as a Business Combination is not yet probable[87](index=87&type=chunk) - As of September 30, 2024, there are **8.75 million Class B ordinary shares** issued and outstanding, with **1,312,500 shares** forfeited due to the unexercised over-allotment option[88](index=88&type=chunk) [Note 7. Fair Value Measurements](index=25&type=section&id=NOTE%207.%20FAIR%20VALUE%20MEASUREMENTS) Explains the methodology and hierarchy used for measuring the fair value of assets and liabilities - The Company classifies assets and liabilities measured at fair value using a three-level hierarchy based on observable and unobservable inputs[90](index=90&type=chunk)[91](index=91&type=chunk) Fair Value of Assets (September 30, 2024) | Assets | Level | September 30, 2024 ($) | | :------------- | :---- | :--------------------- | | Cash equivalents | 1 | 750,000 | Fair Value of Liabilities and Equity (August 8, 2024) | Item | Level | August 8, 2024 ($) | | :------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | :---- | :----------------- | | Fair value of over-allotment option | 3 | 598,539 | | Fair value of Public Warrants for Class A ordinary shares subject to redemption allocation | 3 | 2,100,000 | - The over-allotment option and Public Warrants were valued using a Black-Scholes model, with specific market assumptions for stock price, exercise price, term, risk-free rate, and volatility[94](index=94&type=chunk)[95](index=95&type=chunk)[96](index=96&type=chunk) [Note 8. Subsequent Events](index=27&type=section&id=NOTE%208.%20SUBSEQUENT%20EVENTS) Reports on any material events occurring after the balance sheet date but before financial statement issuance - No material subsequent events requiring adjustment or disclosure were identified after the condensed balance sheet date up to the issuance date of the financial statements[97](index=97&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Company's financial condition and results of operations, liquidity, and capital resources. - The Company is a blank check company formed to effect a business combination, primarily targeting the upstream exploration and production sector within the energy industry[101](index=101&type=chunk) - As of September 30, 2024, the Company had **$875,919** in cash and a working capital of **$195,431**[107](index=107&type=chunk) - The Company's net income for the three months ended September 30, 2024, was **$2,961,354**, primarily from interest earned on marketable securities in the Trust Account (**$2,695,023**) and a change in over-allotment liability (**$598,539**)[105](index=105&type=chunk) - Substantially all funds in the Trust Account are intended for a Business Combination, while funds outside are for identifying targets and due diligence[109](index=109&type=chunk)[110](index=110&type=chunk) - The Company faces a going concern risk if it is unable to complete a Business Combination within the specified period and cannot raise additional capital[37](index=37&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=32&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, EQV Ventures Acquisition Corp. is not required to provide quantitative and qualitative disclosures about market risk - The Company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[121](index=121&type=chunk) [Item 4. Controls and Procedures](index=32&type=section&id=Item%204.%20Controls%20and%20Procedures) Management evaluated the effectiveness of the Company's disclosure controls and procedures, concluding they were effective as of September 30, 2024 - The Company's disclosure controls and procedures were evaluated and deemed effective as of **September 30, 2024**[123](index=123&type=chunk) - No material changes in internal control over financial reporting occurred during the quarter ended **September 30, 2024**[124](index=124&type=chunk) PART II. OTHER INFORMATION This section provides additional disclosures not covered in the financial statements, including legal, risk, and equity information. [Item 1. Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) The Company reported no legal proceedings - There are no legal proceedings to report[126](index=126&type=chunk) [Item 1A. Risk Factors](index=34&type=section&id=Item%201A.%20Risk%20Factors) The Company states that there have been no material changes to the risk factors previously disclosed in its final prospectus filed with the SEC on August 8, 2024 - No material changes to the risk factors previously disclosed in the Company's final prospectus for the Initial Public Offering filed on **August 8, 2024**[127](index=127&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=34&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the Company's unregistered sales of equity securities and outlines the use of proceeds from the Initial Public Offering and private placements - On **May 22, 2024**, **160,000 Class A ordinary shares** were issued to non-executive director nominees under a Section 4(a)(2) exemption[129](index=129&type=chunk) - Simultaneously with the IPO, **400,000 Sponsor Private Placement Units** (**$4 million**) and **262,500 Underwriter Private Placement Units** (**$2.625 million**) were sold in private placements, also exempt under Section 4(a)(2)[131](index=131&type=chunk) - Total IPO transaction costs amounted to **$19,093,523**, including cash underwriting fees, deferred underwriting fees, and other offering costs[132](index=132&type=chunk) - An aggregate of **$350 million** from the IPO and private placement proceeds was placed in the Trust Account, with no material change in the planned use of proceeds[132](index=132&type=chunk) [Item 3. Defaults Upon Senior Securities](index=34&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The Company reported no defaults upon senior securities - There are no defaults upon senior securities[133](index=133&type=chunk) [Item 4. Mine Safety Disclosures](index=34&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The Company reported no mine safety disclosures - There are no mine safety disclosures[133](index=133&type=chunk) [Item 5. Other Information](index=34&type=section&id=Item%205.%20Other%20Information) The Company reported no other information - There is no other information to report[133](index=133&type=chunk) [Item 6. Exhibits](index=35&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q - Exhibits include the Underwriting Agreement, Amended and Restated Memorandum and Articles of Association, Private Placement Units Purchase Agreements, Warrant Agreement, Investment Management Trust Agreement, Registration and Shareholder Rights Agreement, Letter Agreement, Administrative Services Agreement, Form of Indemnification Agreement, and various certifications (302 and 906)[136](index=136&type=chunk) [Signatures](index=36&type=section&id=Signatures) The report is signed by Jerome Silvey, Chief Executive Officer, and Tyson Taylor, President and Chief Financial Officer, on November 12, 2024 - The report was signed on **November 12, 2024**, by Jerome Silvey, Chief Executive Officer, and Tyson Taylor, President, Chief Financial Officer[139](index=139&type=chunk)