What changed in this filing

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Item 1. Financial Statements

2026-08-13 compared with 2026-05-14 · 206 added, 126 removed, 355 unchanged (48% of the section changed)

13 unchanged sentences

California franchise taxes payable

Due to Sponsor

Promissory note—related party

4 unchanged sentences

Commitments and Contingencies (Note 5)

Class A ordinary shares subject to possible redemption, 20,125,000 shares at redemption value of $ 10.32 and $ 10.25 per share as of March 31, 2026 and December 31, 2025, respectively

Class A ordinary shares subject to possible redemption, 20,125,000 shares at redemption value of $ 10.40 and $ 10.25 per share as of June 30, 2026 and December 31, 2025, respectively

Shareholders’ Deficit

1 unchanged sentence

1,000,000 shares authorized;

none issued or outstanding as of March 31, 2026 and December 31, 2025

none issued or outstanding as of June 30, 2026 and December 31, 2025

Class A ordinary shares, $ 0.0001 par value;

100,000,000 shares authorized;

362,500 (excluding 20,125,000 shares subject to possible redemption) issued and outstanding as of March 31, 2026 and December 31, 2025

362,500 shares

(excluding 20,125,000 shares subject to possible redemption) issued and outstanding as of June 30, 2026 and December 31, 2025

Class B ordinary shares, $ 0.0001 par value;

10,000,000 shares authorized;

6,708,333 shares issued and outstanding as of March 31, 2026 and December 31, 2025

6,708,333 shares issued and outstanding as of June 30, 2026 and December 31, 2025

Additional paid-in

5 unchanged sentences

CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended

For the Three Months

For the Six Months

General and administrative costs

2 unchanged sentences

California franchise tax

Compensation expense

Share-based compensation expense

Earnings from investments held in Trust Account

Total other income, net

Net income (loss)

Weighted average redeemable Class A ordinary shares outstanding – basic and diluted

Basic and diluted net income per redeemable Class A ordinary share

Weighted average redeemable Class A ordinary shares outstanding – basic

Basic net income per redeemable Class A ordinary share

Weighted average redeemable Class A ordinary shares outstanding – diluted

Diluted net income per redeemable Class A ordinary share

Weighted average non-redeemable

Class A and Class B ordinary shares outstanding – basic and diluted

Basic and diluted net income (loss) per non-redeemable

Class A and Class B ordinary shares outstanding – basic (1)

Basic net income per non-redeemable

Class A and Class B ordinary share

Weighted average non-redeemable

Class A and Class B ordinary shares outstanding – diluted

Diluted net income per non-redeemable

Class A and Class B ordinary share

Excludes up to 875,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 4).

Subsequently 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 and as such 875,000 Class B ordinary shares are no longer subject to forfeiture.

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

1 unchanged sentence

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2026

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

Ordinary Shares

1 unchanged sentence

Shareholders’

Balance — January 1, 2026

Accretion for Class A ordinary shares to redemption amount

Balance — January 1, 2026 (unaudited)

Accretion of redeemable Class A ordinary shares subject to redemption to redemption amount

Balance – March 31, 2026 (unaudited)

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Accretion of redeemable Class A ordinary shares subject to redemption to redemption amount

Balance – June 30, 2026 (unaudited)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

Ordinary Shares

1 unchanged sentence

Shareholders’

Balance — January 1, 2025

Accretion for Class A ordinary shares to redemption amount

Balance — January 1, 2025 (unaudited)

Share-based compensation expense

Balance – March 31, 2025 (unaudited)

Sale of 362,500 Private Placement Units

Fair value of rights included in Public units

Allocated value of transaction costs to Class A ordinary shares

Share-based compensation expense

Accretion of redeemable Class A ordinary shares subject to redemption to redemption amount

Balance – June 30, 2025 (unaudited)

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

1 unchanged sentence

CONDENSED STATEMENTS OF CASH FLOWS

For the Three

Cash Flows from Operating Activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in

operating activities:

Compensation expense

Adjustments to reconcile net income to net cash (used in) provided by operating activities:

Payment of operation costs through promissory note

Deferred legal fees

Earnings from investments held in Trust Account

Deferred legal fees

Share-based compensation expense

Changes in operating assets and liabilities:

1 unchanged sentence

California franchise taxes payable

Due from Sponsor

Due to Sponsor

Due to related party

Accounts payable and accrued expenses

Net cash used in operating activities

Net cash (used in) provided by operating activities

Cash Flows from Investing Activities:

Cash withdrawn from Trust Account for the payment of taxes

Investment of cash in Trust Account

( 201,250,000

Net cash provided by (used in) investing activities

( 201,250,000

Cash Flows from Financing Activities:

Proceeds from sale of Units, net of underwriting discounts paid

Proceeds from sale of Private Placement Units

Underwriters’ reimbursement

Due from Sponsor

Repayment of promissory note

Payment of offering costs

Net cash (used in) provided by financing activities

Net Change in Cash

1 unchanged sentence

Cash – End of period

investing and financing activities:

Deferred offering costs included in accrued offering costs

Deferred offering costs included in deferred legal fees

Non cash investing and financing activities:

Offering costs included in accrued offering costs

Offering costs included in deferred legal fees

Deferred offering costs paid through promissory note – related party

Deferred underwriting fee payable

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

1 unchanged sentence

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

JUNE 30, 2026

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Thayer Ventures Acquisition Corporation II (the “Company”) is a blank check company incorporated as a Cayman Islands exempt company on April 23, 2024.

1 unchanged sentence

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 March 31, 2026, the Company had not commenced any operations.

All activity for the period from April 23, 2024 (inception) through March 31, 2026 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 June 30, 2026, the Company had not commenced any operations.

All activity for the period from April 23, 2024 (inception) through June 30, 2026 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.

2 unchanged sentences

The registration statement for the Company’s Initial Public Offering was declared effective on May 14, 2025.

On May 16, 2025, the Company consummated the Initial Public Offering of 20,125,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), 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 .

over-allotment option in the amount of 2,625,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 201,250,000 .

Each Unit consists of one Public Share and one right (“Right”) to receive one-tenth (1/10) of a Class A ordinary share upon the consummation of an initial Business Combination (“Public Right”).

1 unchanged sentence

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 Rights”).

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.

Transaction costs amounted to $ 10,727,318 , consisting of $ 1,500,000 of cash underwriting fees (net of $ 2,000,000 underwriter’ s

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.

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”).

9 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

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).

These Public Shares subject to possible redemption were classified as temporary equity upon the completion of the Initial Public Offering in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” If the Company seeks shareholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination.

JUNE 30, 2026

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

480 , “Distinguishing Liabilities from Equity.” If the Company seeks shareholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination.

The Company will not redeem the Public Shares in connection with a Business Combination in an amount that would cause its net tangible assets to be less than $

3 unchanged sentences

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.

If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) will agree to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination.

If the Company seeks shareholder approval in connection with a Business Combination, the Initial Shareholders (as defined below) will agree to vote their Founder Shares (as described below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination.

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 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”) 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

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”) 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

Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

5 unchanged sentences

However, if the Initial Shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period.

The underwriter agreed to waive its rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

The underwriter agreed to waive its rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

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

3 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 unchanged sentences

and Article 8 of Regulation S-X

Securities and Exchange Commission (“SEC”).

Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S.

GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows.

2 unchanged sentences

as filed with the SEC on March 30, 2026.

The interim results for the three ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.

The interim results for the three and six ended June 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.

Liquidity, Capital Resources, and Going Concern

The Company’s liquidity needs up to March 31, 2026 have been satisfied through a loan under an unsecured promissory note from the Sponsor of up to $ 400,000 (see Note 4).

As of March 31, 2026, the Company had $ 131,087 in cash and a working capital deficit of $ 431,627 .

The Company’s liquidity needs up to June 30, 2026 have been satisfied through proceeds received from the Initial Public Offering, a loan under an unsecured promissory note from the Sponsor of up to

400,000 and certain expenses of the Company paid for by the Sponsor (see Note 4).

As of June 30, 2026, the Company had

$ 2,169 in cash and a working capital deficit of $ 567,268 .

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 March 31, 2026 and December 31, 2025, 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,

“Presentation of Financial Statements—Going Concern,” the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans.

As of June 30, 2026 and December 31, 2025, 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 205-40, “Presentation of Financial Statements—Going Concern,” the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans.

In addition, management has determined that if the Company is unable to complete an initial Business Combination within the Combination Period, then the Company will cease all operations except for the purpose of liquidating.

2 unchanged sentences

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

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

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

Emerging Growth Company

7 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Use of Estimates

6 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 $ 131,087 and $ 257,966 in cash and no cash equivalents as of March 31, 2026 and December 31, 2025, respectively.

The Company had $ 2,169 and $ 257,966 in cash and no cash equivalents as of June 30, 2026 and December 31, 2025, respectively.

Investments Held in Trust Account

As of March 31, 2026 and December 31, 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.

Interest on the investment in the money market fund are included in earning from investments held in Trust Account in the accompanying statements of operations.

As of June 30, 2026 and December 31, 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 condensed balance sheets at fair value at the end of each reporting period.

Interest on the investment in the money market fund is included in earning from investments held in Trust Account in the accompanying condensed statements of operations.

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.

As of March 31, 2026 and December 31, 2025, the Company reported $ 208,178,661 and $ 206,357,012 in investments held in the Trust Account.

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, 2026 and December 31, 2025, the Company reported $ 209,647,736 and $ 206,357,012 in investments held in the Trust Account, respectively.

Concentration of Credit Risk

9 unchanged sentences

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature.

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 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.

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.

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

1 unchanged sentence

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

2 unchanged sentences

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

As of March 31, 2026 and December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

As of June 30, 2026 and December 31, 2025, 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.

2 unchanged sentences

California Franchise Tax

The Company is subject to California’s franchise tax, For the three months ended March 31, 2026 and 2025, the Company recognized California franchise tax expense of $ 498,282 and $ 0 , respectively on the condensed statement s

of operations.

At March 31, 2026 and December 31, 2025, the company reported $ 498,282 and $ 0 , respectively, as California franchise tax payable on the condensed balance sheets.

The Company is subject to California’s franchise tax.

For the three and six months ended June 30, 2026, the Company recognized California franchise tax expense of $ 136,793 and $ 635,075 , respectively, and for the three and six months ended June 30, 2025, $0 on the condensed statements of operations.

At June 30, 2026 and December 31, 2025, the C

ompany reported $ 265,075 and $ 0 , respectively, as California franchise tax payable on the condensed balance sheets.

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”.

2 unchanged sentences

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,the

Company classifies Public Shares subject to possible redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company.

In accordance with ASC 480-10-S99,

the Company classifies Public Shares subject to possible redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company.

The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

2 unchanged sentences

capital (to the extent available) and accumulated deficit.

Accordingly, as of March 31, 2026 and December 31, 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.

Accordingly, as of June 30, 2026 and December 31, 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 condensed balance sheets.

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

6 unchanged sentences

March 31, 2026

Net Income (Loss) Per Ordinary Share

Increase in redemption value of shares subject to possible redemption

June 30, 2026

Net Income Per Ordinary Share

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” The Company has two classes of ordinary shares, which are referred to as redeemable Class A ordinary shares and non-redeemable

2 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 (loss) by the weighted average ordinary shares outstanding for the respective period.

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

THAYER VENTURES ACQUISITION CORPORATION II

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

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.

JUNE 30, 2026

The calculation of diluted net income 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.

Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per ordinary share as the redemption value approximates fair value.

The Company has considered the effect of Class B ordinary shares that were excluded from the weighted average number as they were contingent on the exercise of over-allotment option by the underwriters.

Since the contingency was satisfied, the Company included these shares in the weighted average number as of the date they were no longer contingent to determine the dilutive impact of these shares.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share:

The following table reflects the calculation of basic and diluted net income per ordinary share:

For the Three Months ended

March 31, 2026

June 30, 2026

For the Six Months ended

June 30, 2026

Non-redeemable

Basic and diluted net income per ordinary share

Allocation of net income

Basic and diluted net income per ordinary share

For the Three Months Ended

March 31, 2025

For the Six Months Ended

Non-redeemable

Basic and diluted net income (loss) per ordinary share

Allocation of net income (loss)

Basic and diluted weighted average ordinary shares outstanding

Basic net income per ordinary share

Allocation of net income

Basic weighted average ordinary shares outstanding

Basic net income per ordinary share

For the Three Months Ended

For the Six Months Ended

Non-redeemable

Diluted net income per ordinary share

Allocation of net income

Diluted weighted average ordinary shares outstanding

Diluted net income per ordinary share

Share-Based Compensation

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Recent Accounting Standards

In November 2024, the FASB issued ASU 2024-03,

In November 2024, the FASB issued Accounting Standards Update (“ASU”)

“Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

5 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering on May 16, 2025, the Company sold 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 a price of $ 10.00 per Unit.

Each Unit consists of one Class A ordinary share and one Public Right.

Pursuant to the Initial Public Offering on May 16, 2025, the Company sold 20,125,000 Units, which includes the full exercise by the underwriter of its over-allotment

option in the amount of

2,625,000 Units, at a price of $

10.00 per Unit.

Each Unit consists of

one Class A ordinary share and one Public Right.

Each Public Right entitles the holder to receive one-tenth

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All share amounts have been retroactively restated to reflect this adjustment.

The initial shareholders agreed to forfeit up to 875,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriter.

The Initial Shareholders agreed to forfeit

up to 875,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriter.

The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the underwriter so that the Founder Shares will represent 20.0 % of the Company’s issued and outstanding shares after the Initial Public Offering.

If the Company increases or decreases the size of the offering, the Company will effect a capitalization of reserves or share surrender back to capital, or other appropriate recapitalization mechanism as applicable, immediately prior to the consummation of the Initial Public Offering so as to maintain the ownership of the initial shareholders at 20.0 % of the Company’s issued and outstanding ordinary shares upon the consummation of the Initial Public Offering.

On May 16, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering.

at 20.0 % of the Company’s issued and outstanding ordinary shares upon the consummation of the Initial Public Offering.

On May 16, 2025, the underwriter exercised its

over-allotment option in full as part of the closing of the Initial Public Offering.

As such, the 875,000 Founder Shares are no longer subject to forfeiture.

6 unchanged sentences

The fair value of the Founder Shares was derived through a third-party valuation in which the implied share price of $9.83 is multiplied by the market adjustment of 17.0%, less a discount for lack of marketability of $0.22.

The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of:

The Initial Shareholders

agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of:

(A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day

period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

Any permitted transferees will be subject to the same restrictions and other agreements of the initial shareholders with respect to any Founder Shares.

Any permitted transferees will be subject to the same restrictions and other agreements of the Initial Shareholder s

with respect to any Founder Shares.

Private Placement Units

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NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Related Party Loans

2 unchanged sentences

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 March 31, 2026 and December 31, 2025, there was $ 10 outstanding under the Promissory Note.

As of June 30, 2026 and December 31, 2025, there was $ 0 and $ 10 , respectively, outstanding under the Promissory Note, respectively.

No further borrowings are permitted under this note.

In addition, in order to 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”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.

4 unchanged sentences

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 March 31, 2026 and December 31, 2025, the Company had no borrowings under the Working Capital Loans.

As of June 30, 2026 and December 31, 2025, the Company had no borrowings under the Working Capital Loans.

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 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 months ended March 31, 2026 and 2025, the Company incurred and paid

$ 90,000 for these services.

For the three and six months ended June 30, 2026, the Company incurred $ 90,000 and $ 180,000 , respectively, for these services.

For the three and six months ended June 30, 2025, the Company incurred $ 45,000 .

At June 30, 2026 and December 31, 2025, the Company owed $ 0 for the administrative service fees.

Expense Reimbursements

3 unchanged sentences

Amounts due for reimbursement of these out-of-pocket

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

As of March 31, 2026 and December 31, 2025, the Company owed $ 1,300 to related parties for expense reimbursements.

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

As of June 30, 2026 and December 31, 2025, the Company owed

$ 1,300 to a related party for expense

reimbursements.

Due to Sponsor

The Sponsor paid certain expenses on behalf of the Company.

Funds due the Sponsor are non-interest bearing and due on demand.

At June 30, 2026 and December 31, 2025 the Company reported $ 162,738 and $ 0 , respectively, on the condensed balances sheet as due to Sponsor.

COMMITMENTS AND CONTINGENCIES

8 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Underwriting Agreement

1 unchanged sentence

option from the date of the Initial Public Offering to purchase up to an additional 2,625,000 Units to cover over-allotments, if any.

On May 16, 2025, the underwriters elected to fully exercise their over-allotment option to purchase an additional 2,625,000 Units at a price of $ 10.00 per Unit.

On May 16, 2025, the underwriter elected to fully exercise its

over-allotment option to purchase an additional 2,625,000 Units at a price of $ 10.00 per Unit.

The underwriter was entitled to a cash underwriting discount of $ 3,500,000 in the aggregate, or 2.0 % of the gross proceeds of the Units offered in the Initial Public Offering, excluding any proceeds from Units sold pursuant to the underwriter’s over-allotment option.

4 unchanged sentences

Deferred Legal Fees

As of March 31, 2026 and December 31, 2025, the Company had deferred legal fees of $ 1,011,279 and $ 920,140 , respectively, to be paid to the Company’s legal advisors upon consummation of the initial Business Combination.

As of June 30, 2026 and December 31, 2025, the Company had deferred legal fees of

$ 934,079 and $ 920,140 , 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 March 31, 2026 and December 31, 2025.

liability in the accompanying condensed balance sheets as of June

30, 2026 and December 31, 2025.

Risks and Uncertainties

6 unchanged sentences

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.

THAYER VENTURES ACQUISITION CORPORATION II

VENTURES ACQUISITION CORPORATION II

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

SHAREHOLDERS’ DEFICIT

1 unchanged sentence

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

As of March 31, 2026 and December 31, 2025, there were no preference shares issued or outstanding.

As of June 30, 2026 and December 31, 2025, there were no preference shares issued or outstanding.

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 March 31, 2026 and December 31, 2025, there were 362,500 Class A ordinary shares issued and outstanding, excluding 20,125,000 shares subject to possible redemption.

As of June 30, 2026 and December 31, 2025, there were 362,500 Class A ordinary shares issued and outstanding, excluding 20,125,000 shares subject to possible redemption.

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

As of March 31, 2026 and December 31, 2025, there were 6,708,333 Class B ordinary shares issued and outstanding.

— 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, 2026 and December 31, 2025, 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.

2 unchanged sentences

Approval of certain actions will require a special resolution under the amended and restated memorandum and articles of association and Cayman Islands law, which is a resolution passed by a majority of at least two-thirds of

the shareholders as, being entitled to do so, vote in person or by proxy at a general meeting of the company and includes a unanimous written resolution, and pursuant to the amended and restated memorandum and articles of association such actions include amending the amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company.

the shareholders as, being entitled to do so, vote in person or by proxy at a general meeting of the C

ompany and includes a unanimous written resolution, and pursuant to the amended and restated memorandum and articles of association such actions include amending the amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company.

The board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being appointed in each year.

4 unchanged sentences

the shareholders as, being entitled to do so, vote in person or by proxy at a general meeting of the Company and includes a unanimous written resolution, which shall include the affirmative vote of a simple majority of the Class B ordinary shares.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis(subject

to adjustment for subdivisions, share dividends, reorganizations, recapitalizations and the like).

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis (subject to adjustment for subdivisions, share dividends, reorganizations, recapitalizations and the like).

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 the IPO 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

4 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

— Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one-tenth

2 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, hers 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.

10 unchanged sentences

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.

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

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.

The following table presents information about the Company’s assets that are measured at fair value as of March 31, 2026 and December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

March 31, 2026

Fair values of these investments are determined by Level

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

The following table presents information about the Company’s assets that are measured at fair value as of June 30, 2026 and December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

June 30, 2026

December 31, 2025

9 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

SEGMENT INFORMATION

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their unaudited condensed financial statement information about operating segments, products, services, geographic areas, and major customers.

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

3 unchanged sentences

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

Cash and securities held in Trust Account

For the Three Months Ended

General and administrative expenses

Investments held in Trust Account

For the Three Months

For the Six Months

General and administrative costs

Earnings from investments held in Trust Account

1 unchanged sentence

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

The CODM reviews earnings from 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 disclosures.

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

SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued.

The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued.

Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

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