8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

May 16, 2025

Date of Report (Date of earliest event reported)

Thayer Ventures Acquisition Corporation II

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands

001-42641

98-1795713

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


25852 McBean Parkway
Suite 508
Valencia, CA 91355				91355
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s telephone number, including area code: (415) 782-1414

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share, par value $0.0001 per share, and one Right entitling the holder to receive one-tenth of a Class A Ordinary Share	TVAIU	The Nasdaq Stock Market LLC
Class A Ordinary Shares	TVAI	The Nasdaq Stock Market LLC
Rights	TVAIR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01.

Other Events.

As previously disclosed on a Current Report on Form 8-K dated May 16, 2025, Thayer Ventures Acquisition Corporation II (the “Company”) consummated its initial public offering (the “IPO”) of 20,125,000 units (the “Units”), which includes the full exercise of the underwriters’ over-allotment option to purchase 2,625,000 additional Units. Each Unit consists of one Class A ordinary share, $0.0001 par value (“Class A Ordinary Share”) and one right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of an initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $201,250,000.

Simultaneously with the closing of the IPO, the Company consummated a private placement (the “Private Placement”) of 362,500 units (the “Private Units”) with Thayer Ventures Acquisition Holdings II LLC, a Delaware limited liability company (the “Sponsor”), at a price of $10.00 per Private Unit, generating total proceeds of $3,625,000.

As of May 16, 2025, a total of $201,250,000 of the net proceeds from the IPO and the Private Placement were deposited in a trust account established for the benefit of the Company’s public shareholders.

An audited balance sheet as of May 16, 2025 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement is included with this report as Exhibit 99.1.

Item 9.01.

Financial Statements and Exhibits.


Exhibit No.		Description

99.1		Balance Sheet dated May 16, 2025

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: May 22, 2025

THAYER VENTURES ACQUISITION CORPORATION II

By:		/s/ Mark E. Farrell
Name:		Mark E. Farrell
Title:		Co-Chief Executive Officer