SecProbe.io

January 10, 2025
Jerome Silvey
Chief Executive Officer
EQV Ventures Acquisition Corp. II
1090 Center Drive
Park City, UT 84098
Re:EQV Ventures Acquisition Corp. II
Draft Registration Statement on Form S-1
Submitted December 9, 2024
CIK No. 0002042902
Dear Jerome Silvey:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted December 9, 2024
Cover Page
1.Please revise the cover page to state whether the exercise of the private warrants on a
cashless basis and the conversion of the working capital loans into units may result in
a material dilution of the purchasers' equity interests. See Item 1602(a)(3) of
Regulation S-K.
2.We note disclosure on page 20 that if you increase or decrease the size of the offering,
you will take steps to maintain the ownership of your sponsor (and its permitted
transferees) at 20% of issued and outstanding ordinary shares upon consummation of
this offering. Please revise disclosure on your cover page to address this potential
adjustment to the number of Class B shares held by the sponsor and its affiliates
pursuant to Item 1602(a)(3) of Regulation S-K.

January 10, 2025
Page 2
Summary
Conflicts of Interest, page 35
3.Please expand this section of your Summary to refer to your sponsor and its affiliates
and promoters and their conflicts of interest in this discussion, as required by Item
1602(b)(7) of Regulation SK. For instance, include disclosure of conflicts resulting
from the repayment of sponsor loans and describe the financial interests of the
sponsor, officers and directors to provide more quantitative information about the
value of their investments in founder shares and private warrants that may be lost if a
business combination does not occur. Please also disclose that you are not prohibited
from engaging in a business combination with a target that has a relationship with
entities that may be affiliated with your sponsor, affiliates, promoters, officers,
directors or existing holders as noted on page 57.
Risk Factors
If we seek shareholder approval of our initial business combination...., page 42
4.We note disclosure here that your sponsor and 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  We also note disclosure on page 124 that your sponsor,
directors, officers, advisors or their affiliates may purchase shares in privately
negotiated transactions or in the open market prior to completion of your initial
business combination. Please revise to explain how such purchases would comply
with the requirements of Rule 14e-5 under the Exchange Act. Refer to Tender Offer
Rules and Schedules Compliance and Disclosure Interpretation 166.01 for guidance.
If we are deemed to be an investment company under the Investment Company Act...., page
50
5.We note your risk factor disclosure on pages 50 through 52 addressing the extent to
which you could be deemed to be an investment company and the mitigation
measures you may implement. We also note your statement that by restricting the
investment of the proceeds to government securities you intend to avoid being deemed
an "investment company." Please revise to include disclosure that notwithstanding
your investment activities or these mitigation measures you could still be deemed to
be or have been an investment company at any time since your inception. In addition,
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.
Use of Proceeds, page 87
6.We note that you have included the cost for the office space, administrative and
support services for only 12 months, although you have up to 24 months to complete
an initial business combination. With a view toward revised disclosure in the table,
please tell us why you have not included costs assuming you continue for a 24-month
period and how you expect to cover those costs if not from proceeds held outside the
trust.

January 10, 2025
Page 3
Dilution, page 91
7.We note the tabular presentation of dilution at quartile intervals. Please expand your
disclosure, outside the table, to describe each material potential source of future
dilution following your registered offering, including sources not included in the table
with respect to the determination of net tangible book value per share, as adjusted.
Your revisions should address, but not be limited to, founder shares' anti-dilution
rights, shares that may be issued in connection with the closing of your initial business
combination, additional financing(s) in connection with the closing of your initial
business combination, and up to $1,500,000 of working capital loans that may be
convertible into private placement warrants. Refer to Item 1602(c) of Regulation S-K.
Principal Shareholders
Restrictions on Transfers of Founder Shares and Private Placement Units, page 143
8.Please disclose in tabular format the material terms of any agreement, arrangement, or
understanding regarding restrictions on whether and when the SPAC sponsor and its
affiliates may sell securities of the company as required by Item 1603(a)(9).
9.Please revise the disclosure on page 143 and similar disclosure elsewhere in the
prospectus to address whether there are any circumstances or arrangements under
which your sponsor or affiliates have or could indirectly transfer ownership of
your securities, such as through the transfer of sponsor membership interests. See
Item 1603(a)(6) of Regulation S-K. If such circumstances or arrangements exist, or if
there are no limitations on the possible transfer of sponsor membership interests,
please disclose this and include risk factor disclosure about the possibility that
ownership and control of the sponsor may be transferred to another party or that
EQV Ventures Sponsor II LLC may be removed as sponsor before identifying
and completing a business combination.
Exhibits
10.We note the form of legal opinion submitted as Exhibit 5.2. Please ensure the
executed and filed legal opinion is not limited to whether holders of ordinary shares
are liable, solely because of security holder status, for additional assessments or calls
on the security by the registrant; the opinion as to whether the shares are non-
assessable should also address whether shareholders are liable to the registrant's
creditors. Please refer to Section II.B.1.a of Staff Legal Bulletin No. 19, Legality and
Tax Opinions in Registered Offerings (October 14, 2011).
            Please contact Peter McPhun at 202-551-3581 or Mark Rakip at 202-551-3573 if you
have questions regarding comments on the financial statements and related matters. Please
contact Ronald (Ron) E. Alper at 202-551-3329 or Mary Beth Breslin at 202-551-3625 with
any other questions.
Sincerely,
Division of Corporation Finance

January 10, 2025
Page 4
Office of Real Estate & Construction
cc:Julian J. Seiguer