UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): July 3, 2025

EQV Ventures Acquisition Corp. II

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42729		98-1810179
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1090 Center Drive

Park City, Utah

84098

(Address of principal executive offices)

(Zip Code)

(405) 870-3781

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value per share, and one-third of one redeemable warrant	EVACU	New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share	EVAC	New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	EVACW	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01.

Other Events.

On July 3, 2025, EQV Ventures Acquisition Corp. II (the “Company”) consummated an initial public offering (the “IPO”) of 46,000,000 units (the “Units”), which included 4,000,000 Units issued pursuant to the partial exercise by the underwriters of their over-allotment option, at an offering price of $10.00 per Unit and private placements (the “Private Placements”) of an aggregate of 787,857 units (the “Private Placement Units”) to EQV Ventures Sponsor II LLC and BTIG, LLC at a purchase price of $10.00 per Private Placement Unit. The net proceeds from the IPO, together with certain of the proceeds from the Private Placements, $460,000,000 in the aggregate (the “Offering Proceeds”), were placed in a trust account established for the benefit of the Company’s public shareholders and the underwriters of the IPO with Continental Stock Transfer & Trust Company acting as trustee.

Except with respect to interest earned on the Offering Proceeds held in the trust account that may be released to the Company to make permitted withdrawals and to pay up to $100,000 of liquidation expenses, if any, the Company’s amended and restated memorandum and articles of association provide that the Offering Proceeds will not be released from the trust account until the earliest to occur of: (1) the completion of the Company’s initial business combination; (2) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (a) to modify the substance or timing of the Company’s obligation to provide holders of its Class A ordinary shares, par value $0.0001 per share, the right to have their shares redeemed in connection with the Company’s initial business combination or to redeem 100% of the Company’s public shares if it does not complete the initial business combination within 24 months, or such earlier date as the board of directors of the Company may approve, from the closing of the IPO, or (b) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; or (3) the inability to complete an initial business combination within 24 months, or such earlier date as the board of directors of the Company may approve, from the closing of the IPO.

An audited balance sheet as of July 3, 2025, reflecting receipt of the Offering Proceeds, has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

99.1	Audited Balance Sheet
104	Cover Page Interactive Data File, formatted in Inline XBRL

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 10, 2025	EQV VENTURES ACQUISITION CORP. II

	By:	/s/ Tyson Taylor
	Name:	Tyson Taylor
	Title:	President and Chief Financial Officer

EQV Ventures Acquisition Corp. II 8-K