TVAI

Business Context and Reporting Period

Company: Thayer Ventures Acquisition Corporation II (TVAI)

Filing Type: Form 10-Q (Quarterly Report)

Period Ended: June 30, 2026

Business Overview: The Company is a Cayman Islands exempt company formed as a "blank check" SPAC to effect a business combination. As of the reporting date, the Company had not commenced operations. Its primary activities involve identifying a target for a merger and managing funds held in a Trust Account. The Company completed its Initial Public Offering (IPO) on May 16, 2025, and has until February 16, 2027, to complete a business combination or liquidate.

Key Financial Metrics

Material Changes vs. Prior Period

• Net Income Surge: Net income increased significantly to $2.4 million for the six months ended June 30, 2026, compared to $327,628 in the prior year period. This is primarily driven by higher earnings from investments held in the Trust Account ($3.66M vs. $998k), reflecting interest accumulation.
• Franchise Tax Liability: The Company recognized $635,075 in California franchise tax expense for the six months ended June 30, 2026, compared to zero in the prior year. A corresponding payable of $265,075 is recorded on the balance sheet.
• Operating Cash Flow: Net cash used in operating activities was $625,787 for the six months ended June 30, 2026, a reversal from the $869,178 provided by operating activities in the same period in 2025. The 2026 usage was driven by the non-cash addition of Trust Account earnings and changes in working capital.
• Trust Account Growth: Investments in the Trust Account grew by approximately $3.3 million, increasing from $206.4 million to $209.6 million due to investment income.

Outlook, Risks, and Contingencies

• 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 and must complete a business combination by February 16, 2027, or it will cease operations and liquidate.
• Liquidity: The Company holds only $2,169 in cash outside the Trust Account. It relies on the Sponsor or affiliates to provide "Working Capital Loans" to fund operations. Up to $1.5 million of these loans may be convertible into units post-business combination.
• Deferred Obligations: The Company has significant deferred liabilities, including $7.57 million in deferred underwriting fees and $934,079 in deferred legal fees, payable only upon the consummation of a business combination.
• Geopolitical Risks: The filing notes risks associated with global market volatility due to the Russia-Ukraine and Israel-Hamas conflicts, which could impact the ability to find a target or complete a transaction.
• Redemption Rights: Public shareholders have the right to redeem their shares for a pro-rata portion of the Trust Account (approx. $10.40 per share as of June 30, 2026) upon the completion of a business combination.

Investor Verification Checklist

• Trust Account Balance: Verify the current per-share redemption value ($10.40) and the total Trust Account balance ($209.6M) to assess liquidation value.
• Extension Deadlines: Confirm the February 16, 2027, deadline for completing a business combination and review any provisions for extending this period.
• Working Capital Sufficiency: Assess the adequacy of the $2,169 cash balance and the likelihood of obtaining additional Working Capital Loans from the Sponsor to sustain operations until a deal is closed.
• Deferred Fees: Note the $7.57 million deferred underwriting fee and $934k deferred legal fee, which represent significant contingent liabilities upon deal closure.
• Franchise Tax Exposure: Monitor the California franchise tax liability, which has emerged as a material expense item in the current period.