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CORRESP
 1
 filename1.htm

 EQV Ventures Acquisition Corp. II

 1090 Center Drive

 Park City, UT 84098

 June 26, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Peter McPhun, Mark Rakip, Stacie Gorman and Mary Beth Breslin

 Re:
 EQV Ventures Acquisition Corp. II

 Registration Statement on Form S-1

 File No. 333-287926

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, EQV Ventures Acquisition Corp. II (the " Company ") hereby requests acceleration
of the effective date of the above referenced Registration Statement on Form S-1 (as amended, the " Registration Statement "),
initially filed by the Company with the U.S. Securities and Exchange Commission on June 10, 2025, to 4:00 p.m., Eastern Time, on July
1, 2025, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP,
request by telephone that such Registration Statement be declared effective.

 Please contact Julian Seiguer,
P.C., of Kirkland & Ellis LLP, special counsel to the Company, at (713) 836-3334, as soon as the Registration Statement has
been declared effective, or if you have any other questions or concerns regarding this matter.

 Sincerely,

 /s/ Tyson Taylor

 Tyson Taylor

 President and Chief Financial Officer

CORRESP
 1
 filename1.htm

 June 26, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Peter McPhun, Mark Rakip, Stacie Gorman and Mary Beth
Breslin

 Re:

 EQV Ventures Acquisition Corp. II

 Registration Statement on Form S-1

 Filed June 10, 2025

 File No. 333-287926

 Ladies and Gentlemen,

 Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended (the " Act "), the undersigned, for themselves and the other underwriters,
hereby join in the request of EQV Ventures Acquisition Corp. II that the effective date of the above-referenced Registration Statement
be accelerated so as to permit it to become effective at 4:00 p.m. ET on July 1, 2025, or as soon as thereafter practicable.

 Pursuant to Rule 460 under the Act, the undersigned
wishes to advise you that there will be distributed to each underwriter or dealer who is reasonably anticipated to participate in the
distribution of the security as many copies of the proposed form of preliminary prospectus dated June 10, 2025 as appears to be reasonable
to secure adequate distribution of the preliminary prospectus.

 Each of the undersigned advises that it has complied
and will continue to comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as amended.

 [ signature page follows ]

 Very truly yours,

 BTIG, LLC

 By:
 /s/ Paul Wood

 Name:
 Paul Wood

 Title:
 Managing Director

 As Representative of the underwriters

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 20, 2025

Jerome Silvey
Chief Executive Officer
EQV Ventures Acquisition Corp. II
1090 Center Drive
Park City, UT 84098

 Re: EQV Ventures Acquisition Corp. II
 Registration Statement on Form S-1
 Filed June 10, 2025
 File No. 333-287926
Dear Jerome Silvey:

 We have reviewed your registration statement and have the following
comment.

 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
Part II - Information not Required in Prospectus
Exhibit Index
Exhibit 10.7, page II-3

1. We note that clause 1 of the letter agreement states: "The Sponsor and
each Insider
 agrees with the Company that if the Company seeks shareholder approval
of a
 proposed Business Combination, then in connection with such proposed
Business
 Combination, it, he or she shall (i) vote any Ordinary Shares (as
defined below)
 owned by it, him or her in favor of any proposed Business Combination."
However,
 we note your disclosure on page 32 carves out shares purchased in
compliance with
 the requirements of Rule 14e-5 under the Exchange Act. Please advise or
revise as
 appropriate.
 June 20, 2025
Page 2

 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 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 Stacie Gorman at 202-551-3585 or Mary Beth Breslin at 202-551-3625 with
any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Julian J. Seiguer
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 EQV VENTURES ACQUISITION CORP. II

 1090 Center Drive

 Park City, UT 84098

 June 23, 2025

 VIA EDGAR

 Attention:
 Peter McPhun

 Mark Rakip

 Ronald E. Alper

 Stacie Gorman

 Mary Beth Breslin

 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. II

 Registration Statement on Form S-1

 Filed June 10, 2025

 File No.: 333-287926

 Ladies and Gentlemen:

 This letter sets forth the response of EQV Ventures
Acquisition Corp. II, a Cayman Islands exempted company (the "Company"), to the comments of the Staff of the Division of Corporation
Finance (the "Staff") of the Securities and Exchange Commission set forth in your letter dated June 20, 2025, with respect
to the above referenced Registration Statement on Form S-1 (the "Registration Statement"). Concurrently with the submission
of this letter, the Company is submitting Amendment No. 1 to Form S-1 (the "Revised Registration Statement"). Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Revised Registration Statement.

 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.

 Registration Statement on Form S-1

 Part II – Information not Required in Prospectus

 Exhibit Index

 Exhibit 10.7, page II-3

 1.
 We note that clause 1 of the letter agreement states: "The Sponsor and each Insider agrees with the Company that if the Company seeks shareholder approval of a proposed Business Combination, then in connection with such proposed Business Combination, it, he or she shall (i) vote any Ordinary Shares (as defined below) owned by it, him or her in favor of any proposed Business Combination." However, we note your disclosure on page 32 carves out shares purchased in compliance with the requirements of Rule 14e-5 under the Exchange Act. Please advise or revise as appropriate.

 Response: The Company acknowledges the Staff's
comment and advises the Staff that it has revised the letter agreement, currently filed as Exhibit 10.7 to the Revised Registration Statement,
to address the Staff's comment.

 Austin Bay Area Beijing Boston Brussels
Chicago Dallas Frankfurt Hong Kong Houston London Los Angeles Miami Munich New York Paris Philadelphia Riyadh Salt Lake City Shanghai
Washington, D.C.

 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. II

 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

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