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 accounting for 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 various operational costs and earnings from investments[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 address potential redemptions of Public Shares[122]. - Management has expressed substantial doubt about the company's ability to continue as a going concern within one year after the issuance of the unaudited financial statements due to ongoing costs and lack of cash[123].

Financial Performance - For the three months ended June 30, 2025, the company reported a net income of $490,729, with earnings from investments held in the Trust Account amounting to $998,578 [113]. - For the six months ended June 30, 2025, the company had a net income of $327,628, with general and administrative costs totaling $489,700 and share-based compensation expense of $181,250 [114]. - Cash provided by operating activities for the six months ended June 30, 2025, was $869,178, influenced by changes in operating assets and liabilities which provided $1,288,862 [118]. 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 [116]. - The company incurred $10,727,318 in costs related to the Initial Public Offering, including $1,500,000 in cash underwriting fees and $7,568,750 in deferred underwriting fees [117]. Trust Account and Investments - As of June 30, 2025, the company's investment in the Trust Account consisted of money market funds totaling $202,248,578 [120]. - As of June 30, 2025, the company had cash of $0 and $603,901 due from the Sponsor, which will be used for identifying and evaluating target businesses [121]. Debt and Obligations - The company does not have any long-term debt or capital lease obligations, with a monthly payment of $30,000 to the Sponsor for administrative services [126]. - The company has no off-balance sheet arrangements as of June 30, 2025, and does not participate in transactions that create relationships with unconsolidated entities [125]. Going Concern - The company expects to continue incurring significant costs in pursuit of its acquisition plans, raising concerns about its ability to continue as a going concern [124].

Financial Performance - The net loss for the three months ended March 31, 2025, was $163,101, with a basic and diluted net loss per Class B ordinary share of $0.03[16] - The Company had a net loss of $163,101 for the three months ended March 31, 2025, consisting of general and administrative costs of $18,101 and share-based compensation expense of $145,000[106] - The company recorded a net loss per ordinary share, with diluted loss per ordinary share being the same as basic loss per ordinary share for the period presented[59] Initial Public Offering (IPO) - 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 the full exercise of the underwriters' over-allotment option[27] - The Initial Public Offering (IPO) generated gross proceeds of $201,250,000 from the sale of 20,125,000 units at $10.00 per unit, including the underwriter's over-allotment option[127] - The company completed its Initial Public Offering of 20,125,000 Units, including the full exercise of the underwriters' over-allotment option[60] - The company sold 20,125,000 Units at a price of $10.00 per Unit during the Initial Public Offering, including the full exercise of the over-allotment option of 2,625,000 Units[64] Assets and Liabilities - As of March 31, 2025, total assets increased to $1,140,160 from $622,778 as of December 31, 2024, representing an increase of approximately 83%[13] - Total liabilities rose to $1,197,678 from $662,195, marking an increase of about 81%[13] - As of March 31, 2025, the company had no cash and a working capital deficit of $747,600[42] - The company has an unsecured promissory note from the Sponsor of up to $400,000 to satisfy liquidity needs[42] - The company may convert up to $1,500,000 of Working Capital Loans into units of the post-Business Combination entity at a price of $10.00 per unit[43] - The company had no borrowings under Working Capital Loans as of March 31, 2025[43] Trust Account and Business Combination - The trust account holds $201,250,000 from the net proceeds of the Initial Public Offering, which will be invested in cash or U.S. government treasury obligations until a Business Combination is completed[31] - The company intends to apply substantially all net proceeds from the Initial Public Offering towards consummating a Business Combination[30] - The company will provide Public Shareholders the opportunity to redeem their shares for a pro rata portion of the amount held in the Trust Account upon completion of a Business Combination[32] - If a Business Combination is not completed within 21 months from the closing of the Initial Public Offering, the company will redeem the Public Shares at a per-share price equal to the aggregate amount in the Trust Account[37] - A total of $201,250,000 was placed in the Trust Account following the IPO, which will be used to complete the Business Combination[109] - The Company intends to use substantially all funds in the Trust Account for the Business Combination and remaining proceeds for working capital[110] Operating Status - The company has not commenced any operations as of March 31, 2025, and will not generate operating revenues until after completing its initial Business Combination[26] - The Company has not generated any revenues to date and does not expect to do so until after the completion of the Business Combination[105] Costs and Expenses - Transaction costs associated with the Initial Public Offering amounted to $10,727,318, which included $1,500,000 in cash underwriting fees and $7,568,750 in deferred underwriting fees[29] - The Company incurred total offering costs of $10,727,318, which included a cash underwriting fee of $1,500,000 and a deferred underwriting fee of $7,568,750[109] - The Company recognized a share-based compensation expense of $145,000 for the three months ended March 31, 2025, related to the transfer of 125,000 Founder Shares to independent directors[67] - The Company has a total deferred legal fee of $450,078 as of March 31, 2025, related to the Initial Public Offering[81] Governance and Compliance - The company is classified as an "emerging growth company" and may take advantage of certain exemptions from reporting requirements[45] - The Company has no off-balance sheet arrangements as of March 31, 2025[114] - The management has evaluated the effectiveness of disclosure controls and procedures, concluding they were effective as of March 31, 2025[121] - The company does not expect its disclosure controls to prevent all errors or instances of fraud, acknowledging inherent limitations[122] - There have been no material changes to the risk factors disclosed in the final prospectus for the IPO filed with the SEC[126] - There are no material legal proceedings currently pending against the company or its officers[125] Future Considerations - The geopolitical instability from the Russia-Ukraine conflict and the Israel-Hamas conflict may adversely affect the Company's search for an initial Business Combination[84][85] - The company does not believe it will need to raise additional funds to meet operating expenditures prior to the initial Business Combination[44] - The Sponsor may provide loans to fund working capital deficiencies or transaction costs related to the Business Combination[112] - The company has no long-term debt or significant liabilities, only an agreement to pay the Sponsor $30,000 per month for office space and administrative services[115]

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) (State or other jurisdiction of incorporation or organization) Cayman Islands 6770 98-1795713 (Primary Standard Industrial Classification Cod ...

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 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 Number) (I.R.S. Employ ...