Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $1,970,034, driven by earnings from investments held in the Trust Account of $2,128,162, after deducting general and administrative costs of $158,128 [113]. - For the nine months ended September 30, 2025, the company achieved a net income of $2,297,662, with earnings from investments in the Trust Account totaling $3,126,740, offset by general and administrative costs of $647,828 and share-based compensation of $181,250 [113]. - Cash provided by operating activities for the nine months ended September 30, 2025, was $877,178, influenced by net income and changes in operating assets and liabilities [117]. Initial Public Offering - The company completed its Initial Public Offering on May 16, 2025, raising gross proceeds of $201,250,000 from the sale of 20,125,000 Units, including an over-allotment option [115]. - The company incurred total offering costs of $10,727,318 related to the Initial Public Offering, including $1,500,000 in cash underwriting fees and $7,568,750 in deferred underwriting fees [116]. Trust Account and Cash Position - As of September 30, 2025, the company's Trust Account held $204,376,740 in money market funds, which will be primarily used to complete a Business Combination [119]. - The company had no cash on hand as of September 30, 2025, and $461,395 due from the Sponsor, which will be used for identifying and evaluating target businesses [120]. Debt and Obligations - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2025, and has a contractual obligation to pay the Sponsor $30,000 per month for administrative services [125][124]. Future Financing and Concerns - The company does not anticipate needing to raise additional funds for operating expenditures but may require financing for a Business Combination or to cover redemptions of Public Shares [122]. - Management has raised concerns about the company's ability to continue as a going concern due to significant costs incurred in pursuit of financing and acquisition plans [123].

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)

Table of Contents As filed with the Securities and Exchange Commission on May 13, 2025. Registration No. 333-285830 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Thayer Ventures Acquisition Corporation II (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Cayman Islands 6770 98-1795713 (Primary Standard Industrial Classification Code ...

Table of Contents As filed with the Securities and Exchange Commission on May 9, 2025. Registration No. 333-285830 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Thayer Ventures Acquisition Corporation II (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Cayman Islands 6770 98-1795713 (Primary Standard Industrial Classification Code ...

Table of Contents As filed with the Securities and Exchange Commission on April 15, 2025. Registration No. 333-285830 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Thayer Ventures Acquisition Corporation II (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Cayman Islands 6770 98-1795713 (Primary Standard Industrial Classification Co ...

Table of Contents As filed with the Securities and Exchange Commission on April 3, 2025. Registration No. 333-285830 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Thayer Ventures Acquisition Corporation II (Exact name of registrant as specified in its charter) 25852 McBean Parkway Suite 508 Valencia, CA 91355 (415) 782-1414 (Address, including zip code, and telephone number, including area code, of ...

Table of Contents As filed with the Securities and Exchange Commission on March 14, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 UNDER THE SECURITIES ACT OF 1933 Thayer Ventures Acquisition Corporation II (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Cayman Islands 6770 98-1795713 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) ...