SecProbe.io

July 3, 2024
Jerome Silvey
Chief Executive Officer and Director
EQV Ventures Acquisition Corp.
1090 Center Drive
Park City, UT 84098
Re:EQV Ventures Acquisition Corp.
Registration Statement on Form S-1
Filed June 7, 2024
File No. 333-280048
Dear Jerome Silvey:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Summary
Permitted purchases of public shares and public warrants by our affiliates, page 25
1.We note your disclosure in the summary and elsewhere that your sponsor and each of
your directors and executive officers have agreed to vote their founder shares, private
placement shares and any public shares purchased during or after this offering or in the
private placement in favor of your initial business combination. Please reconcile this
disclosure with your disclosure in this section that with any such Class A ordinary shares
acquired by the persons described above may not be voted by them in connection with the
business combination. Refer to Tender Offer Rules and Schedules Compliance and
Disclosure Interpretation 166.01 for guidance. Also, please confirm that sponsor and its
affiliates will purchase the SPAC securities at a price no higher than the price offered
through the SPAC redemption process.

July 3, 2024
Page 2
Conflicts of Interest, page 32
2.Please revise your disclosure in this section to clarify that the founder shares and warrants
may be worthless if you do not complete an initial business combination within
24 months, or such earlier date as your board of directors may approve, from the closing
of this offering.
Summary of Risk Factors, page 35
3.We note your disclosure that up to $625,000 of the total underwriting commissions is
payable in cash to the underwriter out of working capital after permitted withdrawals.
Please provide prominent disclosure in this section and in your risk factors that these
underwriting commissions may be paid from interest in the trust account.
If we are deemed to be an investment company under the Investment Company Act . . . , page 46
4.Please expand your disclosure to clarify that if you are found to be operating as an
unregistered investment company, you may be required to change your operations or wind
down your operations. Also include disclosure with respect to the consequences
to investors if you are required to wind down your operations as a result of this status,
such as the losses of the investment opportunity in a target company, any price
appreciation in the combined company, and any warrants, which would expire
worthless. Please confirm that if your facts and circumstances change over time, you will
update your disclosure to reflect how those changes impact the risk that you may be
considered to be operating as an unregistered investment company.
We may issue our shares to investors in connection with our initial business combination . . . ,
page 51
5.We note your disclosure that potential PIPE transactions are meant to enable you to
provide sufficient liquidity to the post-business combination entity. Clearly disclose their
impact to you and investors, including that the arrangements result in costs particular to
the de-SPAC process that would not be anticipated in a traditional IPO. If true, disclose
that the agreements are intended to ensure a return on investment to the investor in return
for funds facilitating the sponsor’s completion of the business combination or providing
sufficient liquidity.
Risk Factors
If our initial business combination involves a company organized under the laws of a state of the
United States, page 60
6.Please include in your disclosure that the excise tax could reduce the trust account funds
available to pay redemptions or that are available to the combined company following a
de-SPAC transaction. We note your disclosure elsewhere in the prospectus that funds may
be withdrawn from the trust account for taxes.
Executive Officer and Director Compensation, page 125
7.Please address the issuance of 40,000 Class A ordinary shares to each of your non-
executive director nominees in this section.

July 3, 2024
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Ameen Hamady at 202-551-3891 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related matters. Please
contact Kibum Park at 202-551-6836 or Ruairi Regan at 202-551-3269 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Julian Seiguer, Esq.