Business Description

We are a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Annual Report as our initial business combination. We may pursue an initial business combination target in any business or industry and in any geographic region. Our team has a history of executing transactions in multiple geographies and under varying economic and financial market conditions. While we will not be limited to a particular industry or sector in our identification and acquisition of a target company, we intend to focus our search for a target business in the broadly defined energy industry, primarily targeting the upstream exploration and production sector. Our Sponsor is an affiliate of the EQV Group, a group of companies focused on the acquisition, management and optimization of predictable cash-flowing asset bases across the traditional energy spectrum. The EQV Group seeks to acquire mature, long-life and low-decline upstream producing oil & gas assets and related midstream infrastructure within the overlooked basins of North America and Europe. The EQV Group’s mission is to provide unprecedented direct access to a diversified portfolio of proved developed producing assets in a highly optimized, transparent and cost-effective structure. As of December 31, 2025, the EQV Group owned and managed over 3,500 oil and gas properties across ten U.S. states and 17 basins with an active network of over 100 operating partners. Our management team and the investment professionals at the EQV Group have extensive experience in executing complex and unconventional transactions, navigating the public and private capital markets and developing long-lasting partnerships with stakeholders, all while emphasizing asset optimization and strategically mitigating industry volatility by proactively hedging long-term commodity exposure. We believe our dedicated team of over thirty individuals has the required investment, operational, due diligence and capital raising resources to effect a business combination with an attractive target and to position it for long-term success in the public markets. While we may pursue an initial business combination target in any industry or sector, geographic region or stage of its corporate evolution, we intend to focus our search in North America, Europe and other international markets. We intend to focus on evaluating companies or assets with leading competitive positions, attractive financial profiles, profitability and free cash flow generation. We believe there is a large universe of such businesses that could benefit from a public listing, and that we will be able to offer a differentiated and compelling value proposition to them. Our objective is to consummate our initial business combination with such a business and to enhance stakeholder value by pursuing additional accretive acquisitions, implementing operational improvements and growing the business’ production base. We may pursue a transaction in which our shareholders immediately prior to the completion of our initial business combination would collectively own a minority interest in the post-business combination company. As of March 27, 2026, we have neither engaged in any operations nor generated any revenue to date. Based on our business activities, the Company is a “shell company” as defined under the Exchange Act because we have no operations and nominal assets consisting almost entirely of cash. Our executive offices are located at 1090 Center Drive, Park City, UT 84098, and our telephone number is 405-870-3781. Our corporate website address is https://www.eqvventuresii.com. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this Annual Report. You should not rely on any such information in making your decision whether to invest in our securities. 1 Company History The Company was incorporated as a Cayman Islands exempted company on September 9, 2024. On October 11, 2024, EQV Ventures Sponsor II LLC (the “Sponsor”), paid $25,000 in exchange for the issuance of 10,062,500 Class B ordinary shares (the “founder shares”), par value $0.0001 per share, of the Company. As of March 26, 2026, our Sponsor owned 11,500,000 founder shares.…