Jerome Comstock Silvey III - 06 Aug 2024 Form 3 Insider Report for EQV Ventures Acquisition Corp. (EQV)

Footnote F1

Represents shares and warrants underlying units (each unit consisting of one Class A ordinary share, par value $0.0001 per share, and one-third of one warrant, each whole warrant exercisable to purchase one Class A ordinary share) directly held by EQV Ventures Sponsor LLC (the "Sponsor"), and which were acquired pursuant to a Private Placement Units Purchase Agreement by and between the Sponsor and the issuer.

Footnote F2

The Sponsor is the record holder of the shares reported herein. As such, Mr. Silvey may be deemed to have or share beneficial ownership of the securities directly held by the Sponsor but disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Footnote F3

As described in the issuer's registration statement on Form S-1 (File No. 333-280048) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments and certain anti-dilution rights and have no expiration date.

Footnote F4

The Class B ordinary shares include up to 1,312,500 shares that are subject to forfeiture if the underwriter of the initial public offering does not exercise in full its over-allotment option as described in the issuer's registration statement.

Footnote F5

Each warrant will become exercisable 30 days after the completion by the issuer of an initial business combination.

Footnote F6

Each warrant will expire five years after the completion by the issuer of an initial business combination, or earlier upon redemption; provided that the warrants will expire earlier if the Issuer has not completed an initial business combination within the required time period and liquidates the trust account in connection therewith.