| DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS
OPERATIONS EQV Ventures Acquisition
Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on April 15, 2024. The Company was formed for
the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses or entities (the “Business Combination”). The Company is not limited
to a particular or geographic region for purposes of consummating a Business Combination. The Company is an emerging growth company and,
as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30, 2024,
the Company had not commenced any operations. All activity for the period from April 15, 2024 (inception) through September 30, 2024
relates to the Company’s formation and its initial public offering (the “Initial Public Offering”), which is described
below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.
The Company anticipates it will generate non-operating income in the form of interest income from the proceeds derived from the Initial
Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement
for the Company’s Initial Public Offering was declared effective on August 6, 2024. On August 8, 2024, the Company consummated
the Initial Public Offering of 35,000,000 units, each consisting of one Class A ordinary share and one-third of one redeemable warrant
(the “Units” and, with respect to the Class A ordinary shares included in the Units, the “Public Shares”), at
$10.00 per Unit, generating gross proceeds of $350,000,000, which is described in Note 3. Simultaneously with the
closing of the Initial Public Offering, the Company consummated the sale of (i) 400,000 units, each consisting of one Class A ordinary
share and one-third of one redeemable warrant (the “Sponsor Private Placement Units”), at a price of $10.00 per Sponsor Private
Placement Unit in a private placement to EQV Ventures Sponsor LLC, a Delaware limited liability company (the “Sponsor”),
generating gross proceeds of $4,000,000, and (ii) 262,500 units, each consisting of one Class A ordinary share and one-third of one redeemable
warrant (the “Underwriter Private Placement Units,” and together with the Sponsor Private Placement Units, the “Private
Placement Units”), at a price of $10.00 per Underwriter Private Placement Unit in a private placement to BTIG, LLC (“BTIG”),
generating gross proceeds of $2,625,000. The Private Placement Units are discussed in Notes 3 and 4. Transaction costs amounted
to $19,093,523, consisting of $5,250,000 of cash underwriting fees, $12,250,000 of deferred underwriting fees, and $1,593,523 of other
offering costs. The Company’s management
has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the
Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business
Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market
value of at least 80% of the assets held in the Trust Account (as defined below) (net, with respect to interest income, of certain amounts
of working capital expenses (up to 10%, per annum, of the interest earned on the Trust Account), taxes payable and up to $100,000 to
pay liquidation expenses) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business
Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target
or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company
under the Investment Company Act 1940, as amended (the “Investment Company Act”). There is no assurance that the Company
will be able to complete a Business Combination successfully. Following the closing of
the Initial Public Offering on August 8, 2024, an amount of $350,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units,
and a portion of the net proceeds from the sale of the Private Placement Units, was placed in a trust account (the “Trust Account”)
located in the United States and invested only in (i) U.S. government securities, within the meaning set forth in Section 2(a)(16) of
the Investment Company Act, with a maturity of 185 days or less, (ii) any open-ended investment company that holds itself out as a money
market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company,
or (iii) an interest bearing demand deposit account, until the earlier of (a) the consummation of a Business Combination or (b) the distribution
of the Trust Account, as described below. The Company will provide
holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their
Class A ordinary shares upon the consummation of a Business Combination either (i) in connection with a shareholder meeting called to
approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval
of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will
be entitled to convert their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public
Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay working
capital expenses or its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect
to the Company’s warrants. The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary
equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The Company will proceed
with a Business Combination only if the Company obtains the approval of an ordinary resolution under Cayman Islands law, which requires
the affirmative vote of shareholders holding a majority of ordinary shares who attend and vote at a shareholder meeting. If a shareholder
vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company
will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer
rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing
a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder
approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to
the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination,
the Company’s Sponsor, officers and directors (the “initial shareholders”) have agreed (i) to vote their Founder Shares
(as defined in Note 4) and any Public Shares acquired in or after the Initial Public Offering in favor of a Business Combination, and
(ii) not to convert any shares owned by them in connection therewith. Additionally, each public shareholder may elect to convert their
Public Shares irrespective of whether they vote for or against the proposed transaction or abstain from voting on the proposed transaction. Notwithstanding the foregoing, if the Company seeks shareholder approval
of a Business Combination and it does not conduct conversion pursuant to the tender offer rules, the Amended and Restated Memorandum and
Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom
such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”)), will be restricted from converting its shares with respect to more than an aggregate of
15% or more of the Public Shares or 5,250,000 (or up to 6,037,500 if the over-allotment option had been exercised in full), without the
prior consent of the Company. The over-allotment option has expired since the close of the Initial Public Offering. The initial shareholders
have agreed (i) to waive their redemption rights with respect to their Founder Shares, Sponsor Private Placement Shares (as defined below),
and Public Shares held by them in connection with the completion of a Business Combination and (ii) not to propose an amendment to (a)
modify the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with
a Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete a Business Combination
within the Combination Period (as defined below) or (b) with respect to any other material provisions relating to shareholders’
rights or pre-initial Business Combination activity, unless the Company provides the public shareholders with the opportunity to redeem
their Public Shares in conjunction with any such amendment. The Company will have until
24 months, or such earlier date as the Company’s board of directors may approve, from the closing of the Initial Public Offering
to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination
within the Combination Period, the Company will as promptly as reasonably possible but not more than ten business days thereafter, redeem
the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned thereon (excluding, with respect to interest income, certain amounts of working capital expenses, taxes payable and up
to $100,000 to pay liquidation expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely
extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any),
subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and to the other requirements
of applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which
may expire worthless if the Company fails to complete a Business Combination within the Combination Period. The initial shareholders
have agreed to waive their liquidation rights to liquidating distributions from the Trust Account with respect to the Founder Shares
and Sponsor Private Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However,
if the Sponsor, officers and directors acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled
to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period.
The underwriter has agreed to waive its rights to its deferred underwriting commissions (see Note 5) held in the Trust Account in the
event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included
with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution,
it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering
price per Unit ($10.00). In order to protect the
amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party
for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering
into a transaction agreement, reduce the amounts in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount
per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the
trust assets, in each case net of certain amounts of working capital expenses and taxes payable. This liability will not apply with respect
to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims
under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities
under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed
to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.
The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors
by endeavoring to have all material vendors, service providers (except the Company’s independent registered public accounting firm),
prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any
right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties The United States and
global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine
conflict and the recent escalation of the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic
Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United
Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and
related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial
Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide
military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of
Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken
in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries
have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact
of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity
prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally,
any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity
in capital markets. Any of the above-mentioned
factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian
invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions could adversely affect the
Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an
initial Business Combination. On August 8, 2024, the Company
consummated the Initial Public Offering of 35,000,000 Units at $10.00 per Unit, generating gross proceeds of $350,000,000. Simultaneously with the
closing of the Initial Public Offering, the Company consummated the sale of 662,500 Private Placement Units to the Sponsor and BTIG,
at a price of $10.00 per Unit, or $6,625,000. Additionally, at the closing of the Initial Public Offering, the Company
paid the underwriter $0.15 per Unit sold in the Initial Public Offering, or $5,250,000 in the aggregate (the “Base Fee”).
Of such $0.15 per unit payable as the Base Fee, $0.132 per Unit, or $4,625,000 in the aggregate, was paid at the closing of the Initial
Public Offering (with $2,000,000 paid in cash and $2,625,000 used to purchase the Underwriter Private Placement Units), and $0.018 per
unit, or $625,000 in the aggregate, is payable to the underwriter in cash in twelve equal monthly installments of approximately $52,000
each beginning on the first month anniversary of the closing of the Initial Public Offering. On September 27, 2024, EQV
Ventures Acquisition Corp. issued a press release, announcing that the holders of the Company’s units may elect to separately trade
the Class A ordinary shares and warrants included in the units commencing on September 27, 2024. Those units not separated will continue
to trade on the New York Stock Exchange (“NYSE”) under the symbol “EQVU,” and each of the Class A ordinary shares
and warrants that are separated will trade on NYSE under the symbols “EQV” and “EQVW,” respectively. Holders
of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent,
to separate the units into Class A ordinary shares and warrants. As of September 30, 2024, the Company had operating cash of $875,919
and a working capital of $195,431. The Company intends to use the funds held outside the Trust Account primarily to identify and evaluate
target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar
locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective
target businesses, and structure, negotiate and complete a Business Combination. If the Business Combination is not consummated, the Company will need
to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties.
The Company’s officers, directors and the Sponsor may, but are not obligated to, loan the Company funds, from time to time or at
any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly,
the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to
take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending
the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will
be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability
to continue as a going concern through one year from the date of these unaudited condensed financial statements if a Business Combination
is not yet consummated. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the
recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
