Thayer Ventures Acquisition Corp II-A(TVAI) - 2025 Q2 - Quarterly Report

Part I. Financial Information Financial Statements This section presents the unaudited condensed financial statements for Thayer Ventures Acquisition Corporation II, detailing its financial position and performance Condensed Balance Sheets 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 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 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] - 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] Condensed Statements of Cash Flows 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) 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][27] - 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] - 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] - The company has an agreement to pay its Sponsor $30,000 per month for office space and administrative services, commencing May 14, 2025[80] Management's Discussion and Analysis of Financial Condition and Results of Operations 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 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 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][117] - As of June 30, 2025, the company had $0 cash and was owed $603,901 by the Sponsor[121] - Management identified a going concern uncertainty due to the lack of available cash, which it plans to resolve through a Business Combination[124] Quantitative and Qualitative Disclosures Regarding Market Risk 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] Controls and Procedures 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] - No material changes to the company's internal control over financial reporting occurred during the fiscal quarter[136] Part II. Other Information Legal Proceedings 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] Risk Factors 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] Unregistered Sales of Equity Securities and Use of Proceeds 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] - 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][142] Defaults Upon Senior Securities The company reports no defaults upon senior securities - None[143] Mine Safety Disclosures The company reports no mine safety disclosures - None[143] Other Information The company reports no other information - None[143] Exhibits 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]