TVAI

Business Context and Reporting Period

Company: Thayer Ventures Acquisition Corporation II (TVAI)

Filing Type: Form 10-Q (Quarterly Report)

Period Ended: March 31, 2026

Business Overview: The Company is a Cayman Islands exempt company formed as a "blank check" SPAC to effect a business combination. It consummated its Initial Public Offering (IPO) on May 16, 2025, raising $201.25 million. As of the reporting date, the Company has not commenced operations and is actively searching for a target business. The Company is classified as an emerging growth company and a shell company.

Key Financial Metrics

Material Changes vs. Prior Period

• Profitability Shift: The Company reported a net income of $993,698 for Q1 2026, compared to a net loss of $163,101 in Q1 2025. This reversal is primarily driven by $1.82 million in earnings from investments held in the Trust Account, which were non-existent in the prior period as the IPO had not yet closed.
• Expense Recognition: General and administrative costs increased significantly to $329,669 from $18,101, reflecting post-IPO operational costs. Additionally, a one-time California franchise tax expense of $498,282 was recognized in Q1 2026.
• Liquidity Position: Cash held outside the Trust Account decreased from $257,966 at year-end 2025 to $131,087 at March 31, 2026, due to operating cash outflows of $126,879.
• Liabilities: Current liabilities increased to $722,545 from $155,510 at the prior year-end, largely due to the accrual of California franchise taxes payable ($498,282) and increased accounts payable.

Outlook, Risks, and Management Commentary

• Going Concern: Management has raised substantial doubt about the Company's ability to continue as a going concern. The Company expects to incur significant costs in pursuit of a business combination and will cease operations if a combination is not completed within the Combination Period (21 months from IPO closing, or February 16, 2027).
• Capital Resources: The Company relies on funds held in the Trust Account ($208.2 million) and potential working capital loans from the Sponsor (up to $400,000 promissory note, currently $10 outstanding) to fund operations. No working capital loans were outstanding as of March 31, 2026.
• Redemption Rights: Public shareholders may redeem their shares for a pro rata portion of the Trust Account upon the completion of a business combination. The redemption value per share was $10.32 as of March 31, 2026.
• Risk Factors: The filing highlights risks associated with geopolitical instability (Russia-Ukraine and Israel-Hamas conflicts), which could impact global markets and the ability to consummate a business combination. There is no assurance a target will be found or that the combination will be successful.
• Deferred Fees: The Company owes $7,568,750 in deferred underwriting fees and $1,011,279 in deferred legal fees, payable only upon the successful completion of a business combination.

Investor Verification Checklist

• Trust Account Yield: Verify the current interest rate environment and its impact on the Trust Account balance, which drives the Company's net income.
• Combination Deadline: Confirm the exact expiration date of the Combination Period (February 16, 2027) and any potential extension mechanisms.
• Working Capital Sufficiency: Assess whether the remaining cash outside the Trust ($131,087) is sufficient to sustain operations until a target is identified or the liquidation deadline.
• Redemption Risk: Evaluate the likelihood of significant shareholder redemptions, which could reduce the funds available for a business combination.
• Related Party Obligations: Review the terms of the Sponsor's promissory note and the administrative services agreement ($30,000/month) to understand ongoing cash burn.