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
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File numbers found in text: 333-280048
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CORRESP
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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