EQV Ventures Acquisition Corp II-A美股招股说明书(2025-07-03版)

EQVVentures Acquisition Corp.IIis a blank check company incorporated as aCaymanIslands exempted company for the purpose of effecting a merger,amalgamation,share exchange, asset acquisition, share purchase, reorganization or similar businesscombination with one or more businesses or entities, which we refer to as our initialbusinesscombination.We have not selected any business combination target and wehavenot,nor has anyone on our behalf,initiated any substantive discussions,directlyor indirectly,with any business combination target.We may pursue aninitial business combination target in any business or industry and in any geographicregion. Thisis an initial public offering of our securities.Each unit has an offeringpriceof$10.00 and consists of one ClassAordinary share and one-third of oneredeemablewarrant.Each whole warrant entitles the holder thereof to purchase oneClassA ordinary share at a price of$11.50 per share,subject to adjustment,termsandlimitations as described herein.Each whole warrant will become exercisable30days after the completion of an initial business combination. The underwriter hasa45-day option from the date of this prospectus to purchase up to 6,300,000additional units to cover over-allotments, if any. Wewill provide our public shareholders with the opportunity to have all or aportion of their ClassA ordinary shares redeemed upon the completion of our initialbusinesscombination,subject to the limitations described herein.We may seekshareholderapproval to amend our amended and restated memorandum and articles ofassociationto extend the date by which we must consummate our initial businesscombination.If we seek shareholder approval for an extension,and the relatedamendmentsare implemented by the directors,holders of our public shares will beoffered an opportunity to redeem their shares. Oursponsor,EQV Ventures Sponsor II LLC,has agreed to purchase 400,000 units(whetheror not the underwriter’s over-allotment option is exercised in full or atall),each such unit consisting of one Class A ordinary share and one-third of oneredeemablewarrant,at a price of$10.00 per unit,in a private placement to occurconcurrentlywith the closing of this offering.Each private placement warrantcontainedin the private placement units is exercisable to purchase one wholeClassAordinary share at a price of$11.50 per share.The private placementwarrantswill become exercisable 30daysafter the completion of our initialbusinesscombination,and will not expire except upon liquidation,as described inthis prospectus. None of the private placement warrants will be redeemable by us. The$10.00 per private placement unit conversion price for such working capital loans maypotentially be significantly less than the market price of our shares at the time thelenderselect to convert their working capital loans into private placement units.Similarly,the$11.50 exercise price of the private placement warrants included intheprivate placement units issuable upon conversion of working capital loans may besignificantlyless than the market price of our shares at the time such privateplacementwarrants are exercised.Therefore,such private placement unit issuances(andexercise of private warrants underlying such units)may result in dilution toholders of our shares, particularly where a cashless exercise of the private warrantsisutilized.See the section entitled“Dilution”in this prospectus for moreinformation. Oursponsor(together with its permitted transferees)currently owns 12,075,000ClassBordinary shares,up to 1,575,000 of which are subject to forfeituredependingon the extent to which the underwriter’s over-allotment option isexercised.The ClassBordinary shares will automatically convert into ClassAordinaryshares at the time of the consummation of our initial business combinationorearlier at the option of the holders thereof as described herein.Additionally,ournon-executive director nominees currently own an aggregate of 160,000 ClassAordinaryshares.Prior to our initial business combination,only holders of ourClassBordinary shares will be entitled to vote on the election and removal ofdirectors.Incumbent directors will also have the ability to appoint additionaldirectorsor to appoint replacement directors in the event of a casual vacancy.In a voteto transfer the Company by way of continuation out of the Cayman Islands toanotherjurisdiction(including,butnotlimitedto,theapprovaloftheorganizational documents of the company in such other jurisdiction), which requires aspecialresolution,holders of our ClassBordinary shares will have ten votes forevery ClassB ordinary share and holders of our Class A ordinary Table of Contents shareswill have one vote for every ClassAordinary share and,as a result,oursponsorwill be able to approve any such proposal without the vote of any othershareholder. Our sponsor paid an aggregate purchase price of $25,000 for the ClassBordinaryshares,or approximately$0.002 per share,which,as further described inthispros