Eqv Ventures Acquisition Corp.(EQV) - 2024 Q4 - Annual Report

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Summary of Forward-Looking Statements 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][16] - 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] PART I Item 1. Business 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][23][30] - The company has not engaged in operations or generated revenue to date and is defined as a 'shell company' under the Exchange Act[24] Introduction and Business Objective 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][23] - 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] Company History and Public Offering 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][27] 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][29] Business Strategy and Acquisition Criteria 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] - 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] - 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] Acquisition Process and Considerations 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][70] - 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][67] - 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][52][54] Initial Business Combination Mechanics 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] - 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][45] - 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] Public Company Status and Financial Position 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][60][121][124] 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][56] Competition and Resources 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][150] - 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][150] - The EQV Group manages multiple investment vehicles and assets and may compete with the company for acquisition opportunities[51] Corporate Information 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][309] - 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] - 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] Item 1A. Risk Factors 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] - 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][129] Summary of Risk Factors 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][130][132] - 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][133][135] - 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][136][137][138] Risks Related to Business and Initial Business Combination 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][132] - 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][135] - 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][142][143] - 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][149][187][189] - 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] Risks Relating to Management Team 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] - 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][235] - 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] Risks Relating to Ownership of Securities 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] - 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][246] - 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] - 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] - 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][252] - 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][258] General Risk Factors 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] - 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] - 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][305][306] Item 1B. Unresolved Staff Comments There are no unresolved staff comments - No unresolved staff comments were reported[307] Item 1C. Cybersecurity 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] - 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] - 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] Item 2. Properties 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] - The current office space is considered adequate for the company's current operations[114] Item 3. Legal Proceedings 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][310] Item 4. Mine Safety Disclosures This item is not applicable - Mine safety disclosures are not applicable to the company[311] PART II Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities 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] - 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] - 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] Unregistered Sales of Equity Securities 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] - 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] Use of Proceeds and Repurchases 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] - No repurchases of equity securities have been made[323] Item 6. [Reserved] This item is reserved and contains no information - Item 6 is reserved and contains no information[324] Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 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][328] - 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] Results of Operations 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] Liquidity and Capital Resources 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] - 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] Off-Balance Sheet Arrangements and Contractual Obligations 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] 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][530] Critical Accounting Estimates and Policies 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][488][489] - Conditionally redeemable Class A ordinary shares are classified as temporary equity, and changes in redemption value are recognized immediately[340][500] - 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][343][486] Item 7A. Quantitative and Qualitative Disclosures about Market Risk 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] Item 8. Financial Statements and Supplementary Data 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] Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 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] Item 9A. Controls and Procedures 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] - 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] - There were no material changes in internal control over financial reporting during the most recent fiscal quarter[350] Item 9B. Other Information 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] Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This item is not applicable to the company - Disclosure regarding foreign jurisdictions that prevent inspections is not applicable[352] PART III Item 10. Directors, Executive Officers and Corporate Governance 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][354][355][356][357][358][359] - Directors possess extensive experience in energy, finance, investment management, and accounting, which qualifies them for their roles[353][354][355][356][357][358][359][360][361][362][363] Directors and Executive Officers 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][354][355][356][357][358][359][360][361][362][363] Board Structure and Independence 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] - 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] - 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] Board Committees 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] - 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] - 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][375][376] - The committees are responsible for overseeing audits, selecting director nominees, and determining executive compensation, among other duties[371][373][377] Code of Business Conduct and Ethics 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] Conflicts of Interest 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][384] - 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][387] - 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] Limitation on Liability and Indemnification 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] - 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] Insider Trading Policy 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] - The policy includes prohibitions from trading during blackout periods and pre-clearance requirements for all transactions in the company's securities[396] Item 11. Executive Compensation 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] - An affiliate of the Sponsor is reimbursed $30,000 per month for office space, utilities, secretarial support, and administrative services[398] - Executive officers and directors are reimbursed for out-of-pocket expenses incurred on the company's behalf, subject to quarterly audit committee review[398] Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters 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] - 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] Item 13. Certain Relationships and Related Transactions, and Director Independence 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] - Bryan Summers, Andrew Blakeman, and Marc Peperzak are determined to be 'independent directors' as defined by NYSE listing standards[424] Related Party Transactions 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][518] - 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][522][523] - 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][520] - 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][525] - A monthly fee of $30,000 is paid to an affiliate of the Sponsor for office space, utilities, secretarial support, and administrative services[417][526] Policy for Approval of Related Party Transactions 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] - The committee reviews details of each transaction, including terms, contractual restrictions, business purpose, and benefits, with interested members abstaining from voting[423] Director Independence 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] - Bryan Summers, Andrew Blakeman, and Marc Peperzak are determined to be 'independent directors' as defined in the NYSE listing standards[424] Item 14. Principal Accounting Fees and Services 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] Audit and Other Fees 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 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] - Any services rendered prior to the formation of the audit committee were approved by the board of directors[430] PART IV Item 15. Exhibits, Financial Statement Schedules 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] - 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][434][435] Item 16. Form 10-K Summary This item is not applicable - Item 16, Form 10-K Summary, is not applicable[436] SIGNATURES Report Signatures 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][441] INDEX TO FINANCIAL STATEMENTS Financial Statements Index 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] REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Independent Auditor's Report 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] - The audit was conducted in accordance with PCAOB standards, but an audit of internal control over financial reporting was not performed[446] FINANCIAL STATEMENTS Balance Sheet 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 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 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 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] Notes to Financial Statements 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][464][485] - 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][473] - Key accounting policies include classifying redeemable Class A ordinary shares as temporary equity and valuing public warrants under equity treatment[499][500] - Related party transactions involve the Sponsor's founder shares, private placement units, potential working capital loans, and administrative service fees[518][522][525][526] - Commitments include a $12.25 million deferred underwriting fee payable upon business combination and $0.75 million in deferred legal fees[532][533] - Subsequent events include withdrawals from the trust account for working capital expenses in January, February, and March 2025[554] Note 1 — Description of Organization and Business Operations 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][462][463] - The Initial Public Offering was consummated on August 8, 2024, raising $350 million, with additional private placement proceeds of $6.625 million[464][465] - $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] - 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] Note 2 — Summary of Significant Accounting Policies 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][485][486] - The preparation of financial statements requires significant management estimates and assumptions, particularly affecting reported assets, liabilities, and expenses[488][489] - Offering costs are allocated between Class A ordinary shares (charged to temporary equity) and warrants (charged to shareholders' deficit)[492] - 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][500] Note 3. Initial Public Offering 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] - 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] Note 4. Related Party Transactions 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] - The Sponsor p