Eqv Ventures Acquisition Corp.(EQV) - 2024 Q3 - Quarterly Report

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 This section presents EQV Ventures Acquisition Corp.'s unaudited condensed financial statements and related notes. Condensed Balance Sheet Presents the company's financial position, including assets, liabilities, and shareholders' deficit, as of September 30, 2024 | Metric | Amount ($) | | :------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | :----------- | | Assets | | | Total current assets | 1,048,782 | | Cash held in Trust Account | 352,575,810 | | Total Assets | 353,722,495 | | Liabilities | | | Total current liabilities | 853,351 | | Deferred legal fees | 746,370 | | Deferred underwriting fee | 12,250,000 | | Total Liabilities | 13,849,721 | | Shareholders' Deficit | | | Class A ordinary shares subject to possible redemption | 352,425,522 | | Total Shareholders' Deficit | (12,552,748) | | Total Liabilities and Shareholders' Deficit | 353,722,495 | Condensed Statements of Operations Details the company's operational results, including revenues, expenses, and net income, for the specified periods | Metric | Three Months Ended Sep 30, 2024 ($) | Period from Inception Through Sep 30, 2024 ($) | | :------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | :-------------------------------- | :--------------------------------------------- | | General and administrative costs | 332,208 | 379,124 | | Loss from operations | (332,208) | (379,124) | | Change in fair value of over-allotment liability | 598,539 | 598,539 | | Interest earned on marketable securities held in Trust Account | 2,695,023 | 2,695,023 | | Total other income, net | 3,293,562 | 3,293,562 | | Net income | 2,961,354 | 2,914,438 | | Basic and diluted net income per ordinary share, Class A | 0.10 | 0.14 | | Basic and diluted net income per ordinary share, Class B | 0.10 | 0.14 | Condensed Statements of Changes in Shareholders' Deficit Outlines changes in shareholders' deficit, reflecting equity transactions and accumulated deficit, for the reported periods | Item | Balance – April 15, 2024 (Inception) ($) | 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] Condensed Statement of Cash Flows 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] Notes to Condensed Financial Statements Provides detailed explanations and disclosures supporting the condensed financial statements Note 1. Description of Organization and Business Operations 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] - 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] - 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][21] - 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] - Geopolitical instability from the Russia-Ukraine and Israel-Hamas conflicts could adversely affect the Company's search for a Business Combination[31][32] Note 2. Significant Accounting Policies 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] - 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][41] - 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] - The underwriter's over-allotment option was accounted for as a liability but has since expired[49] - Class A ordinary shares subject to possible redemption are classified as temporary equity, with changes in redemption value recognized immediately[54] Note 3. Initial Public Offering 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] - Public Warrants become exercisable 30 days after a Business Combination and expire five years after, or earlier upon redemption or liquidation[62] - 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] - 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] Note 4. Related Party Transactions 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] - The Company issued a $300,000 promissory note to the Sponsor for IPO costs, which was repaid on August 8, 2024[72] - Private Placement Units were sold to the Sponsor ($4 million) and BTIG ($2.625 million) simultaneously with the IPO[74][76] - The Company pays an affiliate of the Sponsor a monthly administrative fee of $30,000 for office space, utilities, and support[79] Note 5. Commitments and Contingencies 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] - The underwriter's 45-day over-allotment option to purchase additional units expired after the IPO close[82] - 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] - A deferred underwriting fee of $0.35 per Unit ($12.25 million total) is payable upon completion of a Business Combination[85] Note 6. Shareholders' Deficit Provides details on the company's authorized and outstanding share capital and equity movements - The Company is authorized to issue 1 million preference shares, none of which are issued or outstanding as of September 30, 2024[85] - As of September 30, 2024, there are 822,500 Class A ordinary shares issued and outstanding, excluding 35 million shares subject to possible redemption[86] - 160,000 Class A ordinary shares were issued to non-executive director nominees, but no stock-based compensation expense has been recognized as a Business Combination is not yet probable[87] - As of September 30, 2024, there are 8.75 million Class B ordinary shares issued and outstanding, with 1,312,500 shares forfeited due to the unexercised over-allotment option[88] Note 7. Fair Value Measurements Explains the methodology and hierarchy used for measuring the fair value of assets and liabilities - The Company classifies assets and liabilities measured at fair value using a three-level hierarchy based on observable and unobservable inputs[90][91] Fair Value of Assets (September 30, 2024) | Assets | Level | September 30, 2024 ($) | | :------------- | :---- | :--------------------- | | 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][95][96] Note 8. Subsequent Events 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] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 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] - As of September 30, 2024, the Company had $875,919 in cash and a working capital of $195,431[107] - 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] - Substantially all funds in the Trust Account are intended for a Business Combination, while funds outside are for identifying targets and due diligence[109][110] - 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] Item 3. Quantitative and Qualitative Disclosures About Market Risk 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] Item 4. Controls and Procedures 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] - No material changes in internal control over financial reporting occurred during the quarter ended September 30, 2024[124] 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 The Company reported no legal proceedings - There are no legal proceedings to report[126] Item 1A. Risk Factors 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] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 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] - 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] - Total IPO transaction costs amounted to $19,093,523, including cash underwriting fees, deferred underwriting fees, and other offering costs[132] - 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] Item 3. Defaults Upon Senior Securities The Company reported no defaults upon senior securities - There are no defaults upon senior securities[133] Item 4. Mine Safety Disclosures The Company reported no mine safety disclosures - There are no mine safety disclosures[133] Item 5. Other Information The Company reported no other information - There is no other information to report[133] Item 6. Exhibits 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] 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]