EQV Ventures Acquisition Corp II-A 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR For the transition period fromto EQV VENTURES ACQUISITION CORP. II(Exact name of Registrant as specified in its charter) 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: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange 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) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was 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 be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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 smallerreporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany.” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated Filer☐Smaller Reporting Company☒Emerging Growth Company☒ Large Accelerated FilerNon-Accelerated Filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic 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 financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that require a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period 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 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the registrant’s securitieswere not publicly traded. The registrant’s Units began trading on the New York Stock Exchange on July 2, 2025 and the registrant’sClass A ordinary shares and warrants began separate trading on the New York Stock Exchange on August 22, 2025. The aggregatemarket value of the voting stock outstanding, other than shares held by persons who may be deemed affiliates of the registrant,computed by reference to the closing sales price of $10.03 for the Class A ordinary shares on December 31, 2025, as reported on theNew York Stock Exchange, was approximately $465.3 million. As of March 26, 2026, there were 46,947,857 Class A ordinary shares, par value $0.0001, and 11,500,000 Class B ordinary shares, parvalue $0.0001, issued and outstanding. Documents Incorporated by Reference: None. EQV VENTURES ACQUISITION CORP. II Table of Contents Page CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSii PART I1 Item 1. Business1Item 1A. Risk Factors21Item 1B. Unresolved Staff Comments58Item 1C. Cybersecurity58Item 2. Properties58Item 3. Legal Proceedings58Item 4. Mine Safety Disclosures58 PART II Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of EquitySecurities59Item 6. [Reserved]59Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations60Item 7A. Quantitative and Qualitative Disclosures about Market Risk62Item 8. Financial Statements and Supplementary Data62Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure62Item 9A. Controls and Procedures62Item 9B. Other Information63Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections63 Item 10. Directors, Executive Officers and Corporate Governance64Item 11. Executive Compensation72Item 12. Security Ownership of Certain