Eqv Ventures Acquisition Corp.(EQV) - 2025 Q1 - Quarterly Report

PART I. FINANCIAL INFORMATION This section provides the unaudited interim financial statements and management's discussion and analysis for EQV Ventures Acquisition Corp Item 1. Interim Financial Statements 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 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 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 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 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 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][24] - 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][26][44] - 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] - 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][52] - 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] - The Company accounts for public and private placement warrants under equity treatment, classifying them at their assigned values[65] - 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] - 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][72] - 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][106] - 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] - 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] - 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] - 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] - 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] 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 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] - 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] - 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] - 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][128] - 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][129] - 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] - 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][133] Item 3. Quantitative and Qualitative Disclosures About Market Risk 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] Item 4. Controls and Procedures 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] - There were no material changes in internal control over financial reporting that occurred during the quarterly period ended March 31, 2025[142] PART II. OTHER INFORMATION 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 The Company reported no legal proceedings during the period - The Company has no legal proceedings[144] Item 1A. Risk Factors 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] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 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] - 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] - 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] - 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] Item 3. Defaults Upon Senior Securities The Company reported no defaults upon senior securities - The Company has no defaults upon senior securities[150] Item 4. Mine Safety Disclosures The Company reported no mine safety disclosures - The Company has no mine safety disclosures[151] Item 5. Other Information 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] Item 6. Exhibits 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] 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][161]