Thayer Ventures Acquisition Corp II-A 2026年季度报告

For the quarterly period ended June 30, 2026 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 Commission File Number: 001-42641 THAYER VENTURES ACQUISITION CORPORATION II(Exact name of registrant as specified in its charter) Cayman Islands(State or other jurisdiction ofincorporation or organization) 98-1795713(I.R.S. EmployerIdentification No.) 25852 McBean Parkway Suite 508 Valencia, CA(Addressofprincipalexecutiveoffices) (415)782-1414(Registrant’s telephone number, including area code) Not Applicable(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section12(b) of the Act: Check whether the issuer (1)filed all reports required to be filed by Section13 or 15(d) of the Securities and Exchange Act of 1934, as amended (the“Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has beensubject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or anemerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growthcompany” in Rule12b-2 of the Exchange Act. Largeacceleratedfiler☐Non-accelerated filer☒ Acceleratedfiler☐Smallerreportingcompany☒Emerginggrowthcompany☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☒No☐ As of August13, 2026, there were20,487,500 ClassA Ordinary Shares, par value $0.0001 per share, and 6,708,333 ClassB Ordinary Shares, par value$0.0001 per share, of the registrant issued and outstanding. Table of Contents THAYER VENTURES ACQUISITION CORPORATION II FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE30, 2026TABLE OF CONTENTS Part I. Financial InformationItem 1. Financial StatementsCondensed Balance Sheets as of June30, 2026 (Unaudited) and December31, 2025Condensed Statements of Operations for the Three and Six Months Ended June30, 2026 and 2025 (Unaudited)Condensed Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June30, 2026 and 2025 (Unaudited)Condensed Statements of Cash Flows for the Six Months Ended June30, 2026 and 2025 (Unaudited)Notes to Condensed Financial Statements (Unaudited)Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk Item 4. Controls and Procedures Part II. Other Information Table of Contents PART I—FINANCIAL INFORMATION THAYER VENTURES ACQUISITION CORPORATION IICONDENSED BALANCE SHEETS THAYER VENTURES ACQUISITION CORPORATION IICONDENSED STATEMENTS OF OPERATIONS(UNAUDITED) (1)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 bythe underwriters (see Note 4). Subsequently on May 16, 2025, the Company consummated the Initial Public Offering of 20,125,000 Units, whichincludes 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 Bordinary shares are no longer subject to forfeiture. The accompanying notes are an integral part of the unaudited condensed financial statements. THAYER VENTURES ACQUISITION CORPORATION IICONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT(UNAUDITED) THAYER VENTURES ACQUISITION CORPORATION IICONDENSED STATEMENTS OF CASH FLOWS(UNAUDITED) THAYER VENTURES ACQUISITION CORPORATION IINOTES TO CONDENSED FINANCIAL STATEMENTSJUNE30, 2026(Unaudited) NOTE 1.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 April23,2024. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similarbusiness combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, theCompany is subject to all of the risks associated with emerging growth companies. As of June30, 2026, the Company had not commenced any operations. All activ