Part I. Financial Information [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed financial statements for Thayer Ventures Acquisition Corporation II, detailing its financial position and performance [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) As of June 30, 2025, the company reported total assets of $203.1 million, liabilities of $8.5 million, and a shareholders' deficit of $7.6 million Condensed Balance Sheets | | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **$203,139,389** | **$622,778** | | Cash and securities held in Trust Account | $202,248,578 | $— | | **Total Liabilities** | **$8,522,246** | **$662,195** | | Deferred underwriting fee payable | $7,568,750 | $— | | **Class A ordinary shares subject to possible redemption** | **$202,248,578** | **$—** | | **Total Shareholders' Deficit** | **($7,631,435)** | **($39,417)** | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) For the three and six months ended June 30, 2025, the company reported net income of $490,729 and $327,628, respectively, primarily from Trust Account investments Condensed Statements of Operations | | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :--- | :--- | :--- | | General and administrative costs | $471,599 | $489,700 | | Earnings from investments held in Trust Account | $998,578 | $998,578 | | **Net income (loss)** | **$490,729** | **$327,628** | [Condensed Statements of Changes in Shareholders' (Deficit) Equity](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders%27%20%28Deficit%29%20Equity) The company's total shareholders' deficit significantly increased to $7.6 million by June 30, 2025, primarily due to the accretion of Class A ordinary shares - The total shareholders' deficit grew to **$(7,631,435)** as of June 30, 2025, from **$(39,417)** at the start of the year[17](index=17&type=chunk) - A major factor in the increased deficit was the accretion of Class A ordinary shares to their redemption amount, totaling **$15,507,590**, which was charged against additional paid-in capital and accumulated deficit[17](index=17&type=chunk) [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, financing activities provided $200.4 million, investing activities used $201.3 million, and operating activities provided $869,178, resulting in no net change in cash Cash Flows (Six Months Ended June 30, 2025) | Cash Flows (Six Months Ended June 30, 2025) | Amount | | :--- | :--- | | Net cash provided by operating activities | $869,178 | | Net cash used in investing activities | ($201,250,000) | | Net cash provided by financing activities | $200,380,822 | | **Net Change in Cash** | **$0** | [Notes to Condensed Financial Statements (Unaudited)](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements%20%28Unaudited%29) These notes provide critical context, detailing the company's formation as a blank check company, its IPO, going concern uncertainty, and related-party transactions - The company is a blank check company formed to effect a business combination and consummated its Initial Public Offering of **20,125,000 units** on May 16, 2025, generating gross proceeds of **$201,250,000**[25](index=25&type=chunk)[27](index=27&type=chunk) - The company must complete a Business Combination within **21 months** from the IPO closing, by **February 16, 2027**, or it will be required to liquidate and redeem public shares[37](index=37&type=chunk) - Management has identified substantial doubt about the company's ability to continue as a going concern due to a lack of cash, which it plans to address through a Business Combination[44](index=44&type=chunk) - The company has an agreement to pay its Sponsor **$30,000 per month** for office space and administrative services, commencing May 14, 2025[80](index=80&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and operational results, focusing on its limited activities as a blank check company and liquidity concerns [Results of Operations](index=19&type=section&id=Results%20of%20Operations) The company, having no operations or revenue, reported a net income of $327,628 for the six months ended June 30, 2025, primarily from Trust Account investments Results of Operations (Six Months Ended June 30, 2025) | Item | Six Months Ended June 30, 2025 | | :--- | :--- | | Earnings from investments held in Trust Account | $998,578 | | General and administrative costs | ($489,700) | | Share-based compensation expense | ($181,250) | | **Net Income** | **$327,628** | [Liquidity, Capital Resources and Going Concern](index=19&type=section&id=Liquidity%2C%20Capital%20Resources%20and%20Going%20Concern) The company's liquidity is primarily from its IPO and private placement, with $201.25 million in a trust account, but a lack of operating cash raises going concern uncertainty - Following the IPO and Private Placement, a total of **$201,250,000** was placed in the Trust Account[116](index=116&type=chunk)[117](index=117&type=chunk) - As of June 30, 2025, the company had **$0 cash** and was owed **$603,901** by the Sponsor[121](index=121&type=chunk) - Management identified a going concern uncertainty due to the lack of available cash, which it plans to resolve through a Business Combination[124](index=124&type=chunk) [Quantitative and Qualitative Disclosures Regarding Market Risk](index=21&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) As a smaller reporting company, the company is exempt from providing quantitative and qualitative disclosures about market risk - As a smaller reporting company, the company is exempt from providing quantitative and qualitative disclosures about market risk[132](index=132&type=chunk) [Controls and Procedures](index=21&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting - Management concluded that the company's disclosure controls and procedures were effective as of the end of the reporting period, **June 30, 2025**[134](index=134&type=chunk) - No material changes to the company's internal control over financial reporting occurred during the fiscal quarter[136](index=136&type=chunk) Part II. Other Information [Legal Proceedings](index=22&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that there is no material litigation currently pending or contemplated against the company, its officers, or its directors - To the knowledge of management, there is no material litigation currently pending or contemplated against the company[138](index=138&type=chunk) [Risk Factors](index=22&type=section&id=Item%201A.%20Risk%20Factors) The company states that there have been no material changes to the risk factors previously disclosed in its final prospectus for the Initial Public Offering - There have been no material changes to the risk factors disclosed in the company's final IPO prospectus filed on **May 15, 2025**[139](index=139&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=22&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section describes the sale of 362,500 Private Placement Units to the Sponsor for $3.625 million and confirms the use of IPO proceeds, primarily for a trust account - Simultaneously with the IPO on **May 16, 2025**, the company sold **362,500 Private Placement Units** to the Sponsor at **$10.00 per unit**, generating gross proceeds of **$3,625,000**[140](index=140&type=chunk) - Following the IPO, **$201,250,000** was placed in a U.S.-based trust account, with remaining proceeds used to identify a target and fund the initial Business Combination[141](index=141&type=chunk)[142](index=142&type=chunk) [Defaults Upon Senior Securities](index=22&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[143](index=143&type=chunk) [Mine Safety Disclosures](index=22&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reports no mine safety disclosures - None[143](index=143&type=chunk) [Other Information](index=22&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None[143](index=143&type=chunk) [Exhibits](index=23&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including officer certifications and XBRL data files - Exhibits filed include certifications from the Principal Executive Officer and Principal Financial Officer, as well as XBRL Instance Documents[145](index=145&type=chunk)

Part I. Financial Information [Interim Financial Statements](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements) The unaudited condensed financial statements for Thayer Ventures Acquisition Corporation II as of March 31, 2025, reflect its status as a pre-IPO blank check company [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) As of March 31, 2025, the company's total assets of $1,140,160 were entirely composed of deferred offering costs, with total liabilities of $1,197,678 leading to a shareholders' deficit Condensed Balance Sheet Data (Unaudited) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Deferred offering costs | $1,140,160 | $622,778 | | **Total Assets** | **$1,140,160** | **$622,778** | | **Liabilities** | | | | Total Current Liabilities | $747,600 | $662,195 | | Deferred legal fees | $450,078 | $0 | | **Total Liabilities** | **$1,197,678** | **$662,195** | | **Shareholders' Deficit** | | | | Total Shareholders' Deficit | ($57,518) | ($39,417) | | **Total Liabilities and Shareholders' Deficit** | **$1,140,160** | **$622,778** | [Condensed Statement of Operations](index=5&type=section&id=Condensed%20Statement%20of%20Operations) For the three months ended March 31, 2025, the company reported a net loss of $163,101, driven by administrative and non-cash share-based compensation expenses Statement of Operations Highlights (Three Months Ended March 31, 2025) | Item | Amount | | :--- | :--- | | General and administrative costs | $18,101 | | Loss from operations | ($18,101) | | Share-based compensation expense | ($145,000) | | **Net loss** | **($163,101)** | | Basic and diluted net loss per Class B ordinary share | ($0.03) | [Condensed Statement of Changes in Shareholders' Deficit](index=6&type=section&id=Condensed%20Statement%20of%20Changes%20in%20Shareholders'%20Deficit) The total shareholders' deficit increased during the quarter due to the net loss, partially offset by additional paid-in capital from share-based compensation - The shareholders' deficit grew by **$18,101** during the quarter, moving from a deficit of **$39,417** at the start of the period to **$57,518** by March 31, 2025[19](index=19&type=chunk) [Condensed Statement of Cash Flows](index=7&type=section&id=Condensed%20Statement%20of%20Cash%20Flows) For the three months ended March 31, 2025, the company had no cash flows from operations and held no cash balance, with activities financed through non-cash transactions - The company had **no cash balance** as of the beginning or end of the period ended March 31, 2025[22](index=22&type=chunk) - Non-cash financing and investing activities included deferred offering costs of **$27,289** in accrued costs, **$450,078** in deferred legal fees, and **$40,015** paid via a related-party promissory note[22](index=22&type=chunk) [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) The notes detail the company's formation as a blank check company, its subsequent IPO in May 2025, significant accounting policies, and related-party transactions - The company is a blank check company formed to effect a business combination and will have **21 months** from its IPO closing to complete one[25](index=25&type=chunk)[37](index=37&type=chunk) - Subsequent to the quarter end, on May 16, 2025, the company consummated its IPO of 20,125,000 units at $10,00 per unit, generating gross proceeds of **$201,250,000**[27](index=27&type=chunk)[31](index=31&type=chunk) - The Sponsor provided a promissory note of up to **$400,000** to cover expenses, with **$158,864** outstanding as of March 31, 2025[73](index=73&type=chunk) - In March and April 2025, the Sponsor transferred 125,000 Founder Shares to five independent directors, resulting in a share-based compensation expense of **$145,000** for the quarter[67](index=67&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's pre-operational status, its net loss for the quarter, and its liquidity position following the subsequent IPO - The company is a blank check company incorporated on April 23, 2024, with its activities to date limited to organizational and IPO preparation efforts[103](index=103&type=chunk)[105](index=105&type=chunk) Results of Operations (Three Months Ended March 31, 2025) | Item | Amount | | :--- | :--- | | General and administrative costs | $18,101 | | Share-based compensation expense | $145,000 | | **Net Loss** | **$163,101** | - Post-quarter, the IPO on May 16, 2025, generated gross proceeds of **$201,250,000** from units and **$3,625,000** from private placement units, with **$201,250,000** placed in the Trust Account[108](index=108&type=chunk)[109](index=109&type=chunk) - The company has an agreement to pay its Sponsor **$30,000 per month** for administrative services and has a deferred underwriting discount of **$7,568,750** payable upon a business combination[115](index=115&type=chunk)[116](index=116&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=21&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, this information is not required to be provided - As a smaller reporting company as defined by Rule 12b-2 under the Exchange Act, the company is not required to provide quantitative and qualitative disclosures about market risk[119](index=119&type=chunk) [Controls and Procedures](index=21&type=section&id=Item%204.%20Controls%20and%20Procedures) Management evaluated and concluded that the company's disclosure controls and procedures were effective as of the end of the reporting period - Based on an evaluation, the company's Certifying Officers concluded that **disclosure controls and procedures were effective** as of March 31, 2025[121](index=121&type=chunk) - **No material changes** to internal control over financial reporting occurred during the fiscal quarter[123](index=123&type=chunk) Part II. Other Information [Legal Proceedings](index=22&type=section&id=Item%201.%20Legal%20Proceedings) Management is not aware of any material litigation currently pending or contemplated against the company - The company is not aware of any **material pending or contemplated litigation**[125](index=125&type=chunk) [Risk Factors](index=22&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's final IPO prospectus - **No material changes** have occurred to the risk factors disclosed in the company's IPO prospectus filed on May 15, 2025[126](index=126&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=22&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The report notes the subsequent sale of private placement units and the use of proceeds from the IPO to fund a trust account and operational expenses - Subsequent to the quarter, on May 16, 2025, the company sold **362,500 Private Placement Units** to the Sponsor at $10,00 per unit, generating gross proceeds of **$3,625,000**[127](index=127&type=chunk) - Following the IPO closing, **$201,250,000** was placed in a trust account, which may be invested in U,S, government securities or held in cash[128](index=128&type=chunk) [Defaults Upon Senior Securities](index=22&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) None [Mine Safety Disclosures](index=22&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) None [Other Information](index=22&type=section&id=Item%205.%20Other%20Information) None [Exhibits](index=23&type=section&id=Item%206.%20Exhibits) This section lists the officer certifications and Inline XBRL data files filed with the report - The exhibits filed with the report include certifications from the Principal Executive Officer and Principal Financial Officer as required by the Sarbanes-Oxley Act of 2002, along with XBRL data files[132](index=132&type=chunk) Signatures [Signatures](index=24&type=section&id=Signatures) The report was duly signed on June 30, 2025, by the company's Co-Chief Executive Officers - The Form 10-Q was signed on **June 30, 2025**, by the company's principal executive and financial officers[135](index=135&type=chunk)[137](index=137&type=chunk)[138](index=138&type=chunk)