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Correspondence 0001013762-24-000850 from EQV Ventures Acquisition Corp. (EQV, EQV-UN) (CIK 0002021042) (FTW)

EQV Ventures Acquisition Corp. (EQV, EQV-UN) (CIK 0002021042)
Date: July 24, 2024 · CIK: 0002021042 · Accession: 0001013762-24-000850

AI Filing Summary & Sentiment

File numbers found in text: 333-280048

Date
July 24, 2024
Author
Statement.
Form
CORRESP
Company
EQV Ventures Acquisition Corp. (EQV, EQV-UN) (CIK 0002021042)

Letter

EQV VENTURES ACQUISITION CORP.

Center Drive

Park City, UT 84098

July 24, 2024

VIA EDGAR

Attention: Ameen Hamady

Kristina Marrone

Kibum Park

Ruairi Regan

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, NE

Washington, D.C. 20549

Re: EQV Ventures Acquisition Corp.

Amendment No. 1 to Registration Statement on Form S-1

Filed July 11, 2024

File No. 333-280048

Ladies and Gentlemen:

Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), EQV Ventures Acquisition Corp., a Cayman Islands exempted company (the “Company”), has today filed with the Securities and Exchange Commission (the “Commission”) a revised Registration Statement on Form S-1 (the “Revised Registration Statement”) concurrently with the submission of this letter.

The Company is writing to respond to the comments raised in the letter to the Company, dated July 23, 2024, from the staff of the Division of Corporation Finance of the Commission (the “Staff”). The Company’s responses below correspond to the captions and numbers of those comments (which are reproduced below in bold). Capitalized terms used in this letter but not otherwise defined have the meanings assigned to them in the Revised Registration Statement.

Amendment No. 1 to Registration Statement on Form S-1

Summary of Risk Factors, page 35

1. Refer to prior comment 3. Please further revise the permitted withdrawals risk factor on page 36 to disclose that in addition, $625,000 of the total underwriting commissions is payable in cash to the underwriter out of working capital.

Response:

We respectfully acknowledge the Staff’s comment and have revised the disclosure on pages 36 and 67 of the Revised Registration Statement.

Risk Factors, page 38

Securities and Exchange Commission

July 24, 2024

Page

2. We note your revised disclosure that the Class A ordinary shares and the Class B ordinary shares have different voting rights. Please revise your risk factors section to address the risks relating to such disparate voting rights.

Response:

We respectfully acknowledge the Staff’s comment and have revised the disclosure on page 71 of the Revised Registration Statement.

If we are deemed to be an investment company under the Investment Company Act …, page 46

3. Refer to the last sentence in prior comment 4. 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.

Response:

We respectfully acknowledge the Staff’s comment and confirm that if the Company’s facts and circumstances change over time, we will update our disclosure to reflect how those changes impact the risk that we may be considered to be operating as an unregistered investment company.

Securities and Exchange Commission

July 24, 2024

Page

We hope that the foregoing has been responsive to the Staff’s comments. Should you have any questions relating to any of the foregoing, please contact Julian J. Seiguer, P.C. of Kirkland & Ellis LLP at (713) 836-3334 or Billy Vranish of Kirkland & Ellis LLP at (713) 836-3695.

Sincerely,
EQV VENTURES ACQUISITION CORP.

Show Raw Text
CORRESP
1
filename1.htm

EQV
VENTURES ACQUISITION CORP.

1090
Center Drive

Park
City, UT 84098

July
24, 2024

VIA EDGAR

Attention:  Ameen
                                            Hamady

Kristina
Marrone

Kibum
Park

Ruairi
Regan

United States
Securities and Exchange Commission

Division
of Corporation Finance

Office of
Real Estate & Construction

100 F Street,
NE

Washington,
D.C. 20549

Re: EQV
                                            Ventures Acquisition Corp.

Amendment
No. 1 to Registration Statement on Form S-1

Filed
July 11, 2024

File
No. 333-280048

Ladies and
Gentlemen:

Pursuant
to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), EQV Ventures Acquisition Corp., a Cayman
Islands exempted company (the “Company”), has today filed with the Securities and Exchange Commission (the “Commission”)
a revised Registration Statement on Form S-1 (the “Revised Registration Statement”) concurrently with the submission of this
letter.

The
Company is writing to respond to the comments raised in the letter to the Company, dated July 23, 2024, from the staff of the Division
of Corporation Finance of the Commission (the “Staff”). The Company’s responses below correspond to the captions and
numbers of those comments (which are reproduced below in bold). Capitalized terms used in this letter but not otherwise defined have
the meanings assigned to them in the Revised Registration Statement.

Amendment
No. 1 to Registration Statement on Form S-1

Summary
of Risk Factors, page 35

1. Refer to prior comment 3. Please further
                                 revise the permitted withdrawals risk factor on page 36 to disclose that in addition, $625,000 of the
                                 total underwriting commissions is payable in cash to the underwriter out of working capital.

Response:

We
respectfully acknowledge the Staff’s comment and have revised the disclosure on pages 36 and 67 of the Revised Registration
Statement.

Risk
Factors, page 38

    Securities
    and Exchange Commission

    July
    24, 2024

    Page
    2

2. We note your revised disclosure that the
                                 Class A ordinary shares and the Class B ordinary shares have different voting rights. Please revise
                                 your risk factors section to address the risks relating to such disparate voting rights.

Response:

We
respectfully acknowledge the Staff’s comment and have revised the disclosure on page 71 of the Revised Registration Statement.

If
we are deemed to be an investment company under the Investment Company Act …, page 46

3. Refer to the last sentence in prior comment
                                 4. 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.

Response:

We
respectfully acknowledge the Staff’s comment and confirm that if the Company’s facts and circumstances change over time,
we will update our disclosure to reflect how those changes impact the risk that we may be considered to be operating as an unregistered
investment company.

    Securities
    and Exchange Commission

    July
    24, 2024

    Page
    3

We
hope that the foregoing has been responsive to the Staff’s comments. Should you have any questions relating to any of the foregoing,
please contact Julian J. Seiguer, P.C. of Kirkland & Ellis LLP at (713) 836-3334 or Billy Vranish of Kirkland & Ellis LLP at
(713) 836-3695.

    Sincerely,

    EQV VENTURES ACQUISITION CORP.

    By:
    /s/ Jerome
    Silvey

    Name:
    Jerome Silvey

    Title:
    Chief Executive Officer

  cc:
  Julian J. Seiguer, P.C., Kirkland & Ellis LLP

  Billy Vranish, Kirkland & Ellis LLP