Part I. Financial Information Interim Financial Statements 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 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 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 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, 202519 Condensed Statement of Cash Flows 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, 202522 - 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 note22 Notes to Condensed Financial Statements 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 one2537 - 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 $201,250,0002731 - The Sponsor provided a promissory note of up to $400,000 to cover expenses, with $158,864 outstanding as of March 31, 202573 - 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 quarter67 Management's Discussion and Analysis of Financial Condition and Results of Operations 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 efforts103105 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 Account108109 - 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 combination115116 Quantitative and Qualitative Disclosures About Market Risk 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 risk119 Controls and Procedures 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, 2025121 - No material changes to internal control over financial reporting occurred during the fiscal quarter123 Part II. Other Information Legal Proceedings 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 litigation125 Risk Factors 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, 2025126 Unregistered Sales of Equity Securities and Use of Proceeds 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 $3,625,000127 - 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 cash128 Defaults Upon Senior Securities None Mine Safety Disclosures None Other Information None Exhibits 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 files132 Signatures 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 officers135137138
Thayer Ventures Acquisition Corp II-A(TVAI) - 2025 Q1 - Quarterly Report