EQV Ventures Acquisition Corp. II (EVAC) is a Cayman Islands blank-check SPAC that completed its IPO on July 3, 2025, raising $460M gross proceeds. Under a liquidation lens, the recovery posture for non-redeemable equity (founder shares and private placement shares) is materially negative, and the structure is working exactly as designed for public shareholders. The dominant asset is $469.0M held in the Trust Account (interest-bearing demand deposit), which at 100% recovery maps directly to the $468.5M temporary equity carrying value of the 46,000,000 Class A public shares subject to possible redemption at $10.19/share. Public shareholders have a near-par claim on trust assets; there is no impairment risk to that pool under current facts. The residual balance sheet outside the trust is thin: $1.1M cash and $0.2M other current assets against $152K current liabilities. The critical liquidation-lens liability is the $17.1M deferred underwriting fee payable, which is contingent on consummation of a business combination — it does not extinguish automatically on a no-deal liquidation, as the underwriters have contractually agreed to waive it if no combination closes. A second non-current liability, $879K in deferred legal fees, is similarly contingent. Accordingly, in a straight trust-distribution liquidation scenario, these two non-current liabilities ($18.0M combined) would be waived, and public shareholders would receive approximately the full $10.19/share trust balance. Founder shares (11.5M Class B) and private placement shares (787,857 Class A outside redemption) carry zero liquidation value; accumulated deficit stands at $16.4M driven by $40.3M accretion charges against equity offset by $8.9M net income. The $40,000/month administrative services fee to a Sponsor affiliate represents a recurring cash drain of ~$480K/year against outside-trust cash. Working capital surplus outside trust is $1.05M at 12/31/2025. The company has 24 months from IPO close (i.e., deadline approximately July 3, 2027) to complete a business combination. No Working Capital Loans are outstanding. Prior filing (10-Q for period ending September 30, 2025) showed trust at $464.8M and cash of $712K; the annual filing shows trust grown to $469.0M (interest accretion) and cash at $1.09M following $500K trust withdrawal for working capital. MFFAIS liquidation values ($939,841) reflect only outside-trust equity, consistent with the deficit position of non-redeemable equity.
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