Thayer Ventures Acquisition Corp II

Previous wording

For the three months ended June 30, 2025, we had a net income of $490,729, which consisted of earnings from investments held in Trust Account of $998,578, offset by general and administrative costs of $471,599 and share-based compensation expense of $36,250.

Current wording

For the three months ended September 30, 2025, we had net income of $1,970,034, which consisted of earnings from investments held in Trust Account of $2,128,162 offset by general and administrative costs of $158,128.

Previous wording

For the six months ended June 30, 2025, we had a net income of $327,628, which consisted of earnings from investments held in Trust Account of $998,578, offset by general and administrative costs of $489,700 and share-based compensation expense of $181,250.

Current wording

For the nine months ended September 30, 2025, we had net income of $2,297,662, which consisted of earnings from investments held in Trust Account of $3,126,740 offset by general and administrative costs of $647,828 and share-based compensation expense of $181,250.

Previous wording

For the period from April 23, 2024 (inception) through June 30, 2024, we had a net loss of $24,647, which consisted of general and administrative costs.

Current wording

For the period from April 23, 2024 (inception) through September 30, 2024, we had a net loss of $38,917 which consisted of general and administrative costs.

Previous wording

On May 16, 2025, the Company consummated the Initial Public Offering of 20,125,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 2,625,000 Units, at $10.00 per Unit, generating gross proceeds of 201,250,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 362,500 Private Placement Units at a price of $10.00 per Private Placement Unit, in a private placement to the Sponsor, generating gross proceeds of $3,625,000.

Current wording

On May 16, 2025, the Company consummated the Initial Public Offering of 20,125,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 2,625,000 Units, at $10.00 per Unit, generating gross proceeds of $201,250,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 362,500 Private Placement Units at a price of $10.00 per Private Placement Unit, in a private placement to the Sponsor, generating gross proceeds of $3,625,000.

Previous wording

For the six months ended June 30, 2025, cash provided by operating activities was $869,178. Net income of $327,628 was affected by payment of operation costs through promissory note of $10,000, earnings from investments held in the Trust Account of $998,578, deferred legal fees of $60,016 and compensation expense of $181,250. Changes in operating assets and liabilities provided $1,288,862 of cash for operating activities.

Current wording

For the nine months ended September 30, 2025, cash provided by operating activities was $877,178. Net income of $2,297,662 was affected by payment of operation costs through promissory note of $10,000, earnings from investments held in the Trust Account of $3,126,740, deferred legal fees of $60,016 and compensation expense of $181,250. Changes in operating assets and liabilities provided $1,454,990 of cash for operating activities.

Previous wording

For the period from April 23, 2024 (inception) through June 30, 2024, cash provided by operating activities was $0. Net loss of $24,647 was affected by formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares of $13,097 and payment of operation costs through promissory note of $10,000. Changes in operating assets and liabilities provided $1,550 of cash for operating activities.

Current wording

For the period from April 23, 2024 (inception) through September 30, 2024, cash provided by operating activities was $0. Net loss of $38,917 was affected by formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares of $13,097 and payment of operation costs through promissory note of $20,400. Changes in operating assets and liabilities provided $5,420 of cash for operating activities.

Previous wording

As of June 30, 2025, our investment in the trust account consisted of money market funds of $202,248,578. We may withdraw earnings from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing earnings earned on the Trust Account (less taxes payable, if any), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Current wording

As of September 30, 2025, our investment in the trust account consisted of money market funds of $204,376,740. We may withdraw earnings from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing earnings earned on the Trust Account (less taxes payable, if any), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Previous wording

As of June 30, 2025, we had cash of $0 and $603,901 due from the Sponsor. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

Current wording

As of September 30, 2025, we had cash of $0 and $461,395 due from the Sponsor. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.