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Item 1. Financial Statements

2025-11-14 compared with 2025-08-13 · 126 added, 108 removed, 423 unchanged (36% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

September 30,

Current assets

16 unchanged sentences

Commitments and Contingencies (Note 5)

Class A ordinary shares subject to possible redemption, 20,125,000 and no shares at redemption value of $ 10.05 and $ 0 per share as of June 30, 2025 and December 31, 2024, respectively

Class A ordinary shares subject to possible redemption, 20,125,000 and no shares at redemption value of $ 10.16 and $ 0 per share as of September 30, 2025 and December 31, 2024, respectively

Shareholders’ Deficit

1 unchanged sentence

1,000,000 shares authorized;

none issued or outstanding

none issued or outstanding as of September 30, 2025 and December 31, 2024

Class A ordinary shares, $ 0.0001 par value;

100,000,000 shares authorized;

362,500 (excluding 20,125,000

shares subject to possible redemption) and none issued and

outstanding as of June 30, 2025 and December 31, 2024, respectively

362,500 (excluding 20,125,000 shares subject to possible redemption) and none issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Class B ordinary shares, $ 0.0001 par value;

10,000,000 shares authorized;

6,708,333 shares issued and outstanding as of June 30, 2025 and December 31, 2024

6,708,333 shares issued and outstanding as of September 30, 2025 and December 31, 2024

Additional paid-in

1 unchanged sentence

Total Shareholders’ Deficit

Total Liabilities and Shareholders

The accompanying

notes are an integral part of the unaudited condensed financial statements.

Total Liabilities and Shareholders’ Deficit

The accompanying notes are an integral part of the unaudited condensed financial statements.

THAYER VENTURES ACQUISITION CORPORATION II

CONDENSED STATEMENTS OF OPERATIONS

For the Three

June 30, 2025

For the Three Months Ended

April 23, 2024

General and administrative costs

3 unchanged sentences

Earnings from investments held in Trust Account

Other income, net

Total other income, net

Net income (loss)

4 unchanged sentences

Weighted average non-redeemable

Class A and Class B ordinary shares outstanding

Class A and Class B ordinary shares outstanding - basic

Basic net income (loss) per non-redeemable

2 unchanged sentences

Class A and Class B ordinary shares outstanding – diluted

Diluted net income (loss) per non-redeemable Class A and Class B ordinary share

Diluted net income (loss) per non-redeemable

Class A and Class B ordinary share

The accompanying notes are an integral part of the unaudited condensed financial statements.

THAYER VENTURES ACQUISITION CORPORATION II

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

Ordinary Shares

3 unchanged sentences

Share-based compensation expense

Balance – March 31, 2025

Balance – March 31, 2025 (unaudited)

Sale of 362,500 Private Placement Units

3 unchanged sentences

Accretion for Class A ordinary shares to redemption amount

Balance – June 30, 2025

FOR THE PERIOD FROM

APRIL 23, 2024 (INCEPTION) THROUGH JUNE 30, 2024

Balance – June 30, 2025 (unaudited)

Accretion for Class A ordinary shares to redemption amount

Balance – September 30, 2025 (unaudited)

FOR THE PERIOD FROM APRIL 23, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2024

Class B Ordinary

3 unchanged sentences

Balance – June 30, 2024

Balance – September 30, 2024

The accompanying notes are an integral part of the unaudited condensed financial statements.

1 unchanged sentence

CONDENSED STATEMENTS OF CASH FLOWS

September 30,

For the Period

1 unchanged sentence

2024 (Inception)

Through June 30,

September 30,

Cash Flows from Operating Activities:

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Due from Sponsor

Proceeds from promissory note

Repayment from promissory note

Payment of offering costs

13 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

2 unchanged sentences

The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of June 30, 2025, the Company had not commenced any operations.

All activity for the period from April 23, 2024 (inception) through June 30, 2025 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

As of September 30, 2025, the Company had not commenced any operations.

All activity for the period from April 23, 2024 (inception) through September 30, 2025 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company will generate non-operating

income in the form of interest income on the proceeds derived from the Initial Public Offering.

income in the form of earnings on the proceeds derived from the Initial Public Offering.

The Company has selected December 31 as its fiscal year end.

3 unchanged sentences

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 362,500 Units (the “Private Placement Units”) at a price of $ 10.00 per Private Placement Unit, in a private placement to the Company’s sponsor, Thayer Ventures Acquisition Holdings II LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $ 3,625,000 .

Each Private Placement Unit consists of one Private Placement Share and one Right to receive one tenth (1/10) of a Class A ordinary share upon the consummation of an initial Business Combination (“Private Right s

Transaction costs amounted to $ 10,727,318 , consisting of $ 1,500,000 of cash underwriting fee (net of $ 2,000,000 underwriters’ reimbursement), $ 7,568,750 of deferred underwriting fee s

, and $ 1,658,568 of other offering costs.

Transaction costs amounted to $ 10,727,318 , consisting of $ 1,500,000 of cash underwriting fees (net of $ 2,000,000 underwriters’ reimbursement), $ 7,568,750 of deferred underwriting fees, and $ 1,658,568 of other offering costs.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

There is no assurance that the Company will be able to complete a Business Combination successfully.

The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least

80 % of the value of the funds held in the Trust Account (as defined below) (net of amounts withdrawn to pay taxes, if any, (“permitted withdrawals”)) at the time of the agreement to enter into the initial Business Combination.

The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80 % of the value of the funds held in the Trust Account (as defined below) (net of amounts withdrawn to pay taxes, if any, (“permitted withdrawals”)) at the time of the agreement to enter into the initial Business Combination.

However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50 % or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Following the closing of the Initial Public Offering, on May 16, 2025, an amount of $ 201,250,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units and the Private Placement Units was placed in the trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company acting as trustee.

The funds are initially to be held in cash, including demand deposit accounts at a bank, or invested only in U.S.

The funds are to be held in cash, including demand deposit accounts at a bank, or invested only in U.S.

government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under

3 unchanged sentences

The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.

The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $ 10.00 per Public Share).

The per-share amount

The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $ 10.00 per Public Share).The per-share amount

to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 5).

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NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all or are not a holder of record of Public Shares on the record date established in connection with a Business Combination.

1 unchanged sentence

In addition, the initial shareholders will agree to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

The Amended and Restated memorandum and articles of association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % or more of the Public Shares, without the prior consent of the Company.

The Amended and Restated memorandum and articles of association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % or more of the Public Shares, without the prior consent of the Company.

The holders of the Founder Shares (the “initial shareholders”) will agree not to propose an amendment to the Articles of Association to modify the substance or timing of the Company’s obligation to redeem 100 % of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business

2 unchanged sentences

(ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price,

payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of permitted withdrawals, including for taxes payable, and up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any);

payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of permitted withdrawals, including for taxes payable, if any, and up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any);

and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in each case, to the Company’s obligations under Cayman law to provide for claims of creditors and the requirements of other applicable law.

3 unchanged sentences

In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $ 10.00 .

In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or Business Combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per Public Share due to reductions in the value of the trust assets, less permitted withdrawals, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of th e

offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

9 unchanged sentences

as filed with the SEC on May 23, 2025.

The interim results for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.

The interim results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.

THAYER VENTURES ACQUISITION CORPORATION II

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

Liquidity, Capital Resources, and Going Concern

The Company’s liquidity needs up to June 30, 2025 had been satisfied through a loan under an unsecured promissory note from the Sponsor of up to $ 400,000 (see Note 4).

June 30, 2025, the Company had no cash and had working capital of $ 637,225 .

The Company’s liquidity needs up to September 30, 2025 have been satisfied through a loan under an unsecured promissory note from the Sponsor of up to $ 400,000 (see Note 4).

As of September 30, 2025, the Company had no cash and had a

working capital surplus

of $ 522,948 .

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

2 unchanged sentences

The Units would be identical to the Private Placement Units.

As of June 30, 2025 and December 31, 2024, the Company had no borrowings under the Working Capital Loans.

As of September 30, 2025 and December 31, 2024, the Company had no borrowings under the Working Capital Loans.

In connection with the Company’s assessment of going concern considerations in accordance with ASC 204-50,

3 unchanged sentences

There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Combination Period.

The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Emerging Growth Company

4 unchanged sentences

The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

5 unchanged sentences

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had no cash or cash equivalents as of June 30, 2025 and December 31, 2024.

The Company had no cash or cash equivalents as of September 30, 2025 and December 31, 2024.

Investments Held in Trust Account

f June 30, 2025, assets held in the Trust Account were held in a money market fund and are classified as trading securities.

As of September 30, 2025, assets held in the Trust Account were held in a money market fund and are classified as trading securities.

Trading securities are presented on the balance sheets at fair value at the end of each reporting period.

2 unchanged sentences

Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets.

As of June 30, 2025, the Company

reported $ 202,248,578 in investments held in the Trust Account.

As of September 30, 2025, the Company reported $ 204,376,740 in investments held in the Trust Account.

THAYER VENTURES ACQUISITION CORPORATION II

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

Concentration of Credit Risk

2 unchanged sentences

Offering Costs

The Company complies with the requirements of the ASC 340-10-S99 and

The Company complies with the requirements of ASC 340-10-S99 and

SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering.

6 unchanged sentences

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes.

Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

Deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

3 unchanged sentences

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

As of June 30, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

As of September 30, 2025 and December 31, 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

As such, the Company’s tax provision was zero for the period presented.

As such, the Company’s tax provision was zero for the periods presented.

The Company accounts for the Public and Private Rights issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”.

1 unchanged sentence

Class A Ordinary Shares Subject to Possible Redemption

The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation

, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination.

The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination.

In accordance with ASC 480-10-S99,

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capital (to the extent available) and accumulated deficit.

Accordingly, as of June 30, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

As of June 30, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheets are reconciled in the following table:

Accordingly, as of September 30, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

The Class A ordinary shares subject to possible redemption reflected in the balance sheets are reconciled in the following table:

THAYER VENTURES ACQUISITION CORPORATION II

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

Gross proceeds

2 unchanged sentences

Accretion for Class A ordinary shares to redemption amount

Class A Ordinary Shares subject to possible redemption, June 30, 2025

Class A Ordinary Shares subject to possible redemption, September 30, 2025

At December 31, 2024, there were no Class A ordinary shares subject to possible redemption outstanding.

4 unchanged sentences

This presentation assumes a Business Combination as the most likely outcome.

Net income (loss) per ordinary share is calculated by dividing the net income by the weighted average ordinary shares outstanding for the respective period.

Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period.

The calculation of diluted net income (loss) per ordinary share does not consider the effect of the rights issued in connection with the Initial Public Offering and the Private Placement to receive one tenth (1/10) of one Class A ordinary share upon the consummation of an initial Business Combination in the calculation of diluted income per ordinary share, because their exercise is contingent upon future events.

4 unchanged sentences

For the Three Months Ended

For the Six Months Ended

September 30,

For the Nine Months Ended

September 30,

Class A Ordinary

Non-redeemable

Class B Ordinary

Class A Ordinary

Non-redeemable

Class B Ordinary

Basic net income per ordinary share

3 unchanged sentences

For the Three Months Ended

For the Six Months Ended

September 30,

For the Nine Months Ended

September 30,

Class A Ordinary

Non-redeemable

Class B Ordinary

Class A Ordinary

Non-redeemable

Class B Ordinary

Diluted net income per ordinary share

4 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

For the Three Months Ended

September 30,

For the Period from April 23,

2024 (Inception) Through

September 30,

Class A Ordinary

Non-redeemable

Class B Ordinary

Class A Ordinary

Non-redeemable

Class B Ordinary

Basic and diluted net loss per ordinary share

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The Company is currently evaluating the impact of adopting ASU 2024-03.

On December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures” (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024.

On December 2023, the FASB issued ASU 2023-09,

“Income Taxes (Topic 740):

Improvements to Income Tax Disclosures” (ASU 2023-09),

which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements.

is effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently

adopted, would have a material effect on the accompanying financial statement.

The Company’s management does not believe the adoption of ASU 2023-09

will have a material impact on its financial statements and disclosures.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statements.

INITIAL PUBLIC OFFERING

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NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

In March and April 2025, the Sponsor transferred a total of 125,000 Founder Shares to the five independent directors (25,000 each) for an aggregate consideration of $ 0.004 per share, or an aggregate total amount of $ 466 .

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bearing and payable on the earlier of the completion of the Initial Public Offering or the date the Company determines not to conduct an Initial Public Offering.

As of June 30, 2025 and December 31, 2024, there were $ 10 and $ 60,400 , respectively, outstanding under the Promissory Note.

As September 30, 2025 and December 31, 2024, there was $ 10 and $ 60,400 , respectively, outstanding under the Promissory Note.

No further borrowings are permitted under this note.

4 unchanged sentences

The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $ 1.5 million of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $ 10.00 per unit.

The units would be identical to the Private Placement

The units would be identical to the Private Placement Units.

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

As of June 30, 2025 and December 31, 2024, the Company had no borrowings under the Working Capital Loans.

As September 30, 2025 and December 31, 2024, the Company had no borrowings under the Working Capital Loans.

Due from Sponsor

As of June 30, 2025, the Sponsor owes the Company an aggregate amount of $ 603,901 , representing the Private Placement Units purchase by the Sponsor to be wired once the Company’s bank account has been established.

As September 30, 2025 and December 31, 2024, the Sponsor owes the Company $ 461,395 and $ 0 , respectively, representing the Private Placement Units purchase by the Sponsor, net of payments made on behalf of the Company by the Sponsor, to be wired once the Company’s bank account has been established.

Administrative Services Agreement

The Company entered into an agreement with the Sponsor, commencing on May 14, 2025 through the earlier of the Company’s consummation of initial Business Combination or its liquidation, to pay the Sponsor an aggregate of $ 30,000 per month for office space, secretarial and administrative services.

For the three and six months ended June 30, 2025, the Company incurred $ 45,000 , of which such amount is reported as a reduction of the amount due from Sponsor in the accompanying balance sheets.

For the period from April 23, 2024 (inception) through June 30, 2024, there

were no amount s

for these services.

The Company entered into an agreement with the Sponsor, commencing on May 14, 2025 through the earlier of the Company’s consummation of its initial Business Combination or its liquidation, to pay the Sponsor an aggregate of $ 30,000 per month for office space, secretarial and administrative services.

For the three and nine months ended September 30, 2025, the Company incurred $ 90,000 and $ 135,000 , respectively, of which such amount is reported as a reduction of the amount due from Sponsor in the accompanying balance sheets.

For the three months ended September 30, 2024 and for the period from April 23, 2024 (inception) through June 30, 2024, there were no amounts incurred for these services.

THAYER VENTURES ACQUISITION CORPORATION II

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

The Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses

1 unchanged sentence

The Company’s audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, executive directors or officers, or the Company’s or any of their respective affiliates.

Amounts due for reimbursement of these out-of-pocket

expenses are included in accounts payable and accrued expenses on the unaudited condensed balance sheets.

COMMITMENTS AND CONTINGENCIES

16 unchanged sentences

Deferred Legal Fees

As of June 30, 2025 and December 31, 2024, the Company had a total deferred legal fee of $ 811,445 and $ 0 , respectively, all of which was related to the Initial Public Offering to be paid to the Company’s legal advisors upon consummation of the initial Business Combination.

As of September 30, 2025 and December 31, 2024, the Company had deferred legal fees of $ 811,445 and $ 0 , respectively, to be paid to the Company’s legal advisors upon consummation of the initial Business Combination.

As the settlement or liquidation of amounts of deferred legal fees are not reasonably expected to require the use of current assets or require the creation of current liabilities, the amount is classified as a non-current

liability in the accompanying balance sheets as of June 30, 2025 and December 31, 2024.

liability in the accompanying balance sheets as of September 30, 2025 and December 31, 2024.

Risks and Uncertainties

3 unchanged sentences

The invasion of Ukraine by Russia and the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies.

Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S.

Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

3 unchanged sentences

— The Company is authorized to issue a total of 1,000,000 preference shares at par value of $ 0.0001 each.

As of June 30, 2025 and December 31, 2024, there were no preference shares issued or outstanding.

As of September 30, 2025 and December 31, 2024, there were no preference shares issued or outstanding.

THAYER VENTURES ACQUISITION CORPORATION II

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

A Ordinary Shares

— The Company is authorized to issue a total of 100,000,000 Class A ordinary shares at par value of $ 0.0001 each.

As of June 30, 2025 and December 31, 2024, there were 362,500 and 0 Class A ordinary shares issued and outstanding, excluding 20,125,000

shares subject to possible redemption, respectively.

As of September 30, 2025 and December 31, 2024, there were 362,500 and 0 Class A ordinary shares issued and outstanding, excluding 20,125,000 and 0 shares subject to possible redemption, respectively.

B Ordinary Shares

— The Company is authorized to issue a total of 10,000,000 Class B ordinary shares at par value of $ 0.0001 each.

As of June 30, 2025 and December 31, 2024, there were 6,708,333

Class B ordinary shares issued and outstanding.

As of September 30, 2025 and December 31, 2024, there were 6,708,333 Class B ordinary shares issued and outstanding.

Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders.

12 unchanged sentences

In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the Business Combination, including pursuant to a specified future issuance, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the initial shareholders agree to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis,

25 % of the sum of the total number of all ordinary shares outstanding upon completion of th e

offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Business Combination (after giving effect to any redemptions of Class A ordinary shares by public shareholders) (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private units issued to the Sponsor, officers or directors upon conversion of working capital loans).

25 % of the sum of the total number of all ordinary shares outstanding upon completion of the offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Business Combination (after giving effect to any redemptions of Class A ordinary shares by public shareholders) (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private units issued to the Sponsor, officers or directors upon conversion of working capital loans).

The Sponsor may also elect to convert their Class B ordinary shares into an equal number of Class A ordinary shares, subject to adjustment as provided above, at any time.

4 unchanged sentences

Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman law.

In the event the Company is not the surviving company upon completion of the initial Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth

(1/10) of one ordinary share underlying each right upon consummation of the Business Combination.

6 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

Quoted prices in active markets for identical assets or liabilities.

6 unchanged sentences

The estimated fair values of investments held in Trust Account are determined using available market information.

Fair values of these investments are determined

by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets.

Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets.

At May 16, 2025, the fair value of the Public Rights issued in the Initial Public Offering was $ 4,025,000 , or $ 0.20 per Public Right.

11 unchanged sentences

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the condensed statements of operations as net income or loss.

When evaluating the Company’s

performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

Investments in Trust Account

For the Three

For the Period from

April 23, 2024

(Inception) Through

When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

September 30,

Cash and securities held in Trust Account

For The Three Months Ended

September 30,

For The Period

From April 23,

2024 (Inception)

September 30,

General and administrative costs

2 unchanged sentences

The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

General and administrative

costs, as reported on the statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

General and administrative costs, as reported on the statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

The CODM reviews earnings on investments held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.

All other segment items included in net income or loss are reported on the statements of operations and described within their respective

All other segment items included in net income or loss are reported on the statements of operations and described within their respective disclosures.

SUBSEQUENT EVENTS

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements