Thayer Ventures Acquisition Corp II
For the period ended Mar 31, 2025. Filed Jun 30, 2025.
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Mar 31, 2025 · Filed Jun 30, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
(MARK ONE)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the quarter ended March 31,2025
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the transition period from
to
Commission file number:
001-42641
Thayer Ventures Acquisition Corporation II
(Exact Name of Registrant as Specified in Its Charter)
| Cayman Islands | 98-1795713 |
|---|---|
| (State or other jurisdiction ofincorporation or organization) | (I.R.S. EmployerIdentification No.) |
| 25852 McBean Parkway Suite 508 Valencia, CA | 91355 |
| (Address of principal executive offices) | (Zip Code) |
(415)
782-1414
(Issuer’s telephone number)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | TradingSymbol(s) | Name of each exchangeon which registered |
|---|---|---|
| Units, each consisting of one Class A Ordinary Share, par value $0.0001 per share, and one Right entitling the holder to receive one-tenth of a Class A Ordinary Share | TVAIU | The Nasdaq Stock Market LLC |
| Class A Ordinary Shares, par value $0.0001 per share | TVAI | The Nasdaq Stock Market LLC |
| Rights | TVAIR | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐No ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule
12b-2
of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☒ | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act). Yes☒ No ☐
As of June 30, 2025,
there were
20,487,500
Class A ordinary shares, $0.0001 par value and
6,708,333
Class B ordinary shares, $0.0001 par value, issued and outstanding.
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2025
TABLE OF CONTENTS
| Page | |
|---|---|
| Part I. Financial Information | |
| Item 1. Interim Financial Statements | |
| Condensed Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 2024 | 1 |
| Condensed Statement of Operations for the three months ended March 31, 2025 (Unaudited) | 2 |
| Condensed Statement of Changes in Shareholders’ Deficit for the three months ended March 31, 2025 (Unaudited) | 3 |
| Condensed Statement of Cash Flows for the three months ended March 31, 2025 (Unaudited) | 4 |
| Notes to Condensed Financial Statements (Unaudited) | 5 |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 14 |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 16 |
| Item 4. Controls and Procedures | 16 |
| Part II. Other Information | |
| Item 1. Legal Proceedings | 17 |
| Item 1A. Risk Factors | 17 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 17 |
| Item 3. Defaults Upon Senior Securities | 17 |
| Item 4. Mine Safety Disclosures | 17 |
| Item 5. Other Information | 17 |
| Item 6. Exhibits | 18 |
| Part III. Signatures | 19 |
i
PART I - FINANCIAL INFORMATION
Item 1. Interim Financial Statements.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.