Thayer Ventures Acquisition Corp II-A美股招股说明书(2025-05-15版)

Thayer Ventures Acquisition Corporation II 17,500,000 Units Thayer Ventures Acquisition Corporation II is a newly organized blank check company incorporated as a Cayman Islands exempted company forthe purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or morebusinesses or entities, which we refer to as our initial business combination. We have not selected any business combination target and we have not, norhas anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. This is the initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one ClassA ordinary share and oneright. Each right entitles the holder thereof to receiveone-tenthof one ClassA ordinary share upon the consummation of an initial business combination,as described in more detail herein. No fractional shares will be issued upon conversion of the rights. As a result, you must have ten rights to receive oneordinary share at the closing of the initial business combination. The underwriter hasa45-dayoptionfrom the date of this prospectus to purchase up to2,625,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their ClassA ordinary shares upon the completion ofour initial business combination and in connection with certain amendments of our amended and restated memorandum and articles of association, ataper-shareprice,payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to theconsummation of our initial business combination, including interest earned on the funds held in the trust account (net of amounts withdrawn to pay ourtaxes (other than excise taxes, if any) (“permitted withdrawals”)), divided by the number of then outstanding ClassA ordinary shares that were sold aspart of the units in this offering, which we refer to collectively as our public shares, subject to the limitations and on the conditions described herein. Wehave until the date that is 21 months from the closing of this offering or until such earlier termination date as our board of directors may approve, toconsummate our initial business combination. We refer to the time period we have to complete an initial business combination as the “completionwindow”. We may seek the approval of our shareholders at any time to amend our amended and restated memorandum and articles of association tomodify the amount of time we will have to complete an initial business combination, in which case our public shareholders will be offered anopportunity to redeem their public shares. There are no limitations on the length of any such extension and no limit on the number of extensions that wemay seek. If we have not completed our initial business combination within the completion window and we do not otherwise seek shareholder approvalto amend our amended and restated memorandum and articles of association to extend the time to complete an initial business combination, we willredeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, includingpermitted withdrawals from interest earned on the funds held in the trust account (less up to $100,000 of interest to pay dissolution expenses), dividedby the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein. Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conductredemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articlesof association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is actingin concert or as a “group” (as defined under Section13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restrictedfrom redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering without our prior consent, and in no eventwill we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to theSEC’s “penny stock” rules). However, we would not be restricting our shareholders’ ability to vote all of their shares (including all shares held by thoseshareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. See“Summary — TheOffering — Limitation on redemption rights of shareholders holding 15% or more of the shares sold in this offering if we hold shareholdervote”for further discussion on certain limitatio