Thayer Ventures Acquisition Corp II 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our units are currently traded on The Nasdaq Capital Market under the symbol “TVAIU” and started trading on The Nasdaq Capital Market on May 15, 2025. The Class A ordinary shares and rights began separate trading on July 2, 2025, under the symbols “TVAI” and “TVAIR” respectively. Shareholders of Record As of March 30, 2026, there are two holders of record of our units, one holder of record of our Class A ordinary shares, and one holder of record of our rights. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of any of our securities whose securities are held in the names of various security brokers, dealers, and registered clearing agencies. Dividends We have not paid any cash dividends on our shares of ordinary shares to date and do not intend to pay cash dividends prior to the completion of an initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be, subject to the laws of the Cayman Islands, within the discretion of our board of directors at such time. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors does not anticipate declaring any cash dividends in the foreseeable future. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to under the terms of such indebtedness. Recent Sales of Unregistered Securities On May 6, 2024, our sponsor entered into a subscription agreement with us to purchase 3,593,750 Class B ordinary shares for an aggregate purchase price of $25,000, or approximately $0.007 per share. On September 9, 2024, in connection with a recapitalization, the Company amended the terms of the subscription agreement to issue the Sponsor an additional 2,156,250 Founder Shares for no additional consideration, following which the Sponsor held 5,750,000 Founder Shares. On January 28, 2025, the Company further amended the terms of the subscription agreement, following which the Sponsor holds 5,031,250 Founder Shares. On March 11, 2025, the Company further amended the terms of the subscription agreement, following which the Sponsor holds 6,708,333 Founder Shares. On May 16, 2025, in connection with the closing of the IPO, our sponsor purchased an aggregate of 362,500 Private Placement Units at a purchase price of $10.00 per unit. In connection with the IPO, the underwriters were granted a 45-day option (the “Over-Allotment Option”) to purchase up to 2,625,000 additional units to cover over-allotments (the “Option Units”), if any. Each Private Placement Unit consists of one ordinary share and one right to receive one-tenth (1/10 th ) of one Class A ordinary share and the Private Placement generated total proceeds of $3,625,000. The Private Placement was conducted as a non-public transaction and, as a transaction by an issuer not involving a public offering, is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon Section 4(a)(2) of the Securities Act. Securities Authorized for Issuance Under Equity Compensation Plans None. 73 Table of Contents Use of Proceeds The registration statement for our initial public offering was declared effective by the Securities and Exchange Commission on May 14, 2025. We completed our initial public offering on May 16, 2025. In our initial public offering, we sold 20,125,000 units at an offering price of $10.00, including units sold in connection with the exercise of the Over-Allotment Option, generating gross proceeds of $201,250,000. Each Unit consisted of one Class A ordinary share and one right. Each right entitles the holders thereof to receive one-tenth (1/10 th ) of one Class A ordinary share upon the consummation of the initial business combination. Simultaneously with the closing of the IPO, pursuant to the Private Units Purchase Agreement by and between the Company and our sponsor, Thayer Ventures Acquisition Corporation Holdings II LLC, the Company completed the private sale of an aggregate of 362,500 units (the “Private Units”) to the Sponsor at a purchase price of $10.00 per Private Unit, generating gross proceeds to the Company of $3,625,000. Transaction costs related to our IPO amounted to $10,727,318, consisting of $1,500,000 of underwriting fees (net of $2,000,000 underwriters’ reimbursement), $7,568,750 of deferred underwriting fees, and $1,658,568 of other offering costs. A total of $201,250,000, from the proceeds of the IPO and the Private Placement, was placed in a U.S.-based trust account, established by Continental Stock Transfer & Trust Company, acting as trustee. Except for permitted withdrawals (less up to $100,000 of interest to pay dissolution expenses), none of the funds held in trust will be released from the trust account until the earliest of: (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to consummate an initial business combination within the completion window, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity. As of December 31, 2025, the Company had $257,966 held outside of the trust account. These funds were used to fund the Company’s operating activities. As of December 31, 2025, the Company had working capital of $281,353. Our management has broad discretion with respect to the specific application of the proceeds of the IPO and the Private Placement that are held out of the Trust Account, although substantially all the net proceeds are intended to be applied generally towards consummating a business combination and working capital. Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates. We presently have no revenue and have had losses since inception from incurring formation and operating costs. We have relied upon the sale of our securities and loans from the Sponsor and other parties to fund our operations. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. ITEM 6. RESERVED Not applicable.