EQV Ventures Acquisition Corp-A 2024年度报告

FORM 10-K ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the fiscal year ended December 31, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 N/A(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct: Yes☐No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theExchange Act.: Yes☐No☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant was required to submit such files). Yes☐No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,”“accelerated filer,” “smaller reporting company.” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. Large Accelerated Filer☐Non-Accelerated Filer☐ Accelerated Filer☐Smaller Reporting Company☐Emerging Growth Company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that require a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☐ As of June 28, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, theregistrant’s securities were not publicly traded. The registrant’s Units began trading on the New York StockExchange on August 7, 2024 and the registrant’s Class A ordinary shares and warrants began separate trading on theNew York Stock Exchange on September 27, 2024. The aggregate market value of the voting stock outstanding,other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to theclosing sales price of $9.98 for the Class A ordinary shares on December 31, 2024, as reported on the New YorkStock Exchange, was $351.9 million. As of March 28, 2025, there were 35,822,500 Class A ordinary shares, par value $0.0001, and 8,750,000 Class Bordinary shares, par value $0.0001, issued and outstanding. Documents Incorporated by Reference: None. EQV VENTURES ACQUISITION CORP. Table of Contents Page CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSii Item 1. Business1Item 1A. Risk Factors20Item 1B. Unresolved Staff Comments65Item 1C. Cybersecurity65Item 2. Properties65Item 3. Legal Proceedings65Item 4. Mine Safety Disclosures65 Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases ofEquity Securities66Item 6. [Reserved]67Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations67Item 7A. Quantitative and Qualitative Disclosures about Market Risk70Item 8. Financial Statements and Supplementary Data70Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure70Item 9A. Controls and Procedures70Item 9B. Other Information71Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections71 PART III72 Item 10. Directors, Executive Officers and Corporate Governance72Item 11. Executive Compensation81Item 12. Security Ownership of Ce