FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/01/2025 |
3. Issuer Name and Ticker or Trading Symbol
EQV Ventures Acquisition Corp. II [ EVACU ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A ordinary shares | 400,000(1) | D(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class B ordinary shares | (2) | (2) | Class A ordinary shares | 12,075,000(3) | (2) | D(4) | |
Warrants | (5) | (6) | Class A ordinary shares | 133,333(1) | $11.5 | D(4) |
Explanation of Responses: |
1. Represents shares and warrants underlying units (each unit consisting of one Class A ordinary share, par value $0.0001 per share, and one-third of one warrant, each whole warrant exercisable to purchase one Class A ordinary share) directly held by the reporting person, and which were acquired pursuant to a Private Placement Units Purchase Agreement by and between the reporting person and the issuer. |
2. As described in the issuer's registration statement on Form S-1 (File No. 333-287926) under the heading "Description of Securities--Founder Shares," the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments and certain anti-dilution rights and have no expiration date. |
3. The Class B ordinary shares owned by the reporting person include up to 1,575,000 shares that are subject to forfeiture if the underwriter of the initial public offering does not exercise in full its over-allotment option as described in the issuer's registration statement. |
4. The Reporting Person is governed by a board of managers, which is composed of Tyson Taylor, Jerome C. Silvey, Jr., and Jerome Silvey, III (the "Managers"). Each of the Managers disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. The business address of each of these individuals is c/o EQV Ventures Acquisition Corp. II, 1090 Center Drive, Park City, UT 84098. |
5. Each warrant will become exercisable 30 days after the completion by the issuer of an initial business combination. |
6. Each warrant will expire five years after the completion by the issuer of an initial business combination, or earlier upon redemption; provided that the warrants will expire earlier if the issuer has not completed an initial business combination within the required time period and liquidates the trust account in connection therewith. |
Remarks: |
Exhibit List: Exhibit 24 - Power of Attorney |
/s/ Tyson Taylor, as Attorney-in-Fact | 07/01/2025 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |