0000950170-25-075090.txt : 20250520 0000950170-25-075090.hdr.sgml : 20250520 20250520144107 ACCESSION NUMBER: 0000950170-25-075090 CONFORMED SUBMISSION TYPE: SCHEDULE 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20250520 DATE AS OF CHANGE: 20250520 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Thayer Ventures Acquisition Corp II CENTRAL INDEX KEY: 0001872228 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] ORGANIZATION NAME: 05 Real Estate & Construction EIN: 981795713 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-95045 FILM NUMBER: 25968054 BUSINESS ADDRESS: STREET 1: 25852 MCBEAN PARKWAY STREET 2: SUITE 508 CITY: VALENCIA STATE: CA ZIP: 91355 BUSINESS PHONE: (415) 782-1414 MAIL ADDRESS: STREET 1: 25852 MCBEAN PARKWAY STREET 2: SUITE 508 CITY: VALENCIA STATE: CA ZIP: 91355 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Linden Capital L.P. CENTRAL INDEX KEY: 0001349339 ORGANIZATION NAME: EIN: 980430338 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G BUSINESS ADDRESS: STREET 1: VICTORIA PLACE, 31 VICTORIA STREET CITY: HAMILTON STATE: D0 ZIP: HM10 BUSINESS PHONE: 441-294-3202 MAIL ADDRESS: STREET 1: VICTORIA PLACE, 31 VICTORIA STREET CITY: HAMILTON STATE: D0 ZIP: HM10 SCHEDULE 13G 1 primary_doc.xml SCHEDULE 13G 0001349339 XXXXXXXX LIVE Class A ordinary shares, par value $0.0001 per share 05/16/2025 0001872228 Thayer Ventures Acquisition Corporation II G87890128 25852 McBean Parkway, Suite 508 Valencia CA 91355 Rule 13d-1(c) Linden Capital L.P. a D0 0 1750000 0 1750000 1750000 N 8.5 PN Linden GP LLC a DE 0 1750000 0 1750000 1750000 N 8.5 HC Linden Advisors LP a DE 0 1750000 0 1750000 1750000 N 8.5 IA PN Siu Min Wong a X1 0 1750000 0 1750000 1750000 N 8.5 IN HC Thayer Ventures Acquisition Corporation II 25852 McBean Parkway, Suite 508, Valencia, CA 91355 This Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons") i) Linden Capital L.P., a Bermuda limited partnership ("Linden Capital"); ii) Linden GP LLC, a Delaware limited liability company ("Linden GP"); iii) Linden Advisors LP, a Delaware limited partnership ("Linden Advisors"); and iv) Siu Min (Joe) Wong ("Mr. Wong"). This Statement relates to Class A ordinary shares, par value $0.0001 per share (the "Shares") of Thayer Ventures Acquisition Corporation II (the "Issuer") held for the account of Linden Capital. Linden GP is the general partner of Linden Capital and, in such capacity, may be deemed to beneficially own the Shares held by Linden Capital. Linden Advisors is the investment manager of Linden Capital. Mr. Wong is the principal owner and controlling person of Linden Advisors and Linden GP. In such capacities, Linden Advisors and Mr. Wong may each be deemed to beneficially own the Shares held by Linden Capital. The principal business address for Linden Capital is Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda. The principal business address for each of Linden Advisors, Linden GP and Mr. Wong is 590 Madison Avenue, 32nd Floor, New York, New York 10022. i) Linden Capital is a Bermuda limited partnership. ii) Linden GP is a Delaware limited liability company. iii) Linden Advisors is a Delaware limited partnership. iv) Mr. Wong is a citizen of China (Hong Kong) and the United States. Y As of May 16, 2025, each of Linden Advisors and Mr. Wong may be deemed the beneficial owner of 1,750,000 Shares. This amount consists of 1,750,000 Shares held by Linden Capital. As of May 16, 2025 each of Linden GP and Linden Capital may be deemed the beneficial owner of the 1,750,000 Shares held by Linden Capital. As of May 16, 2025, each of Linden Advisors and Mr. Wong may be deemed the beneficial owner of approximately 8.5% of Shares outstanding, and each of Linden GP and Linden Capital may be deemed the beneficial owner of approximately 8.5% of Shares outstanding. These percentages are based on 20,487,500 Shares outstanding based on disclosures by the issuer in its current report on Form 8-K filed on May 16, 2025. Linden Capital and Linden GP: 0 Linden Advisors and Mr. Wong: 0 Linden Capital and Linden GP: 1,750,000 Linden Advisors and Mr. Wong: 1,750,000 Linden Capital and Linden GP: 0 Linden Advisors and Mr. Wong: 0 Linden Capital and Linden GP: 1,750,000 Linden Advisors and Mr. Wong: 1,750,000 Y N See disclosure in Items 2 and 4 hereof. N See disclosure in Item 2 hereof. N See Exhibit A attached hereto. Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. Linden Capital L.P. /S/ Saul Ahn Saul Ahn, Authorized Signatory 05/20/2025 Linden GP LLC /S/ Saul Ahn Saul Ahn, Authorized Signatory 05/20/2025 Linden Advisors LP /S/ Saul Ahn Saul Ahn, General Counsel 05/20/2025 Siu Min Wong /S/ Saul Ahn Saul Ahn, Attorney-in-Fact for Siu Min Wong** 05/20/2025 **Duly authorized under Siu Min Wong's Power of Attorney, dated June 10, 2019, incorporated herein by reference to Exhibit B of the statement on Schedule 13G filed by Linden Capital L.P. on June 19, 2019 in respect of its holdings in Haymaker Acquisition Corp II. EX-1 2 ck0001349339-ex1.htm EX-1 EX-1

EXHIBIT A

 

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of Thayer Ventures Acquisition Corporation II dated as of May 20, 2025 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

 

Dated: May 20, 2025

 

 

LINDEN CAPITAL L.P.

By: Linden GP LLC, its general partner

By: /S/ Saul Ahn

Saul Ahn,

Authorized Signatory

 

LINDEN GP LLC

By: /S/ Saul Ahn

Saul Ahn,

Authorized Signatory

 

LINDEN ADVISORS LP

By: /S/ Saul Ahn

Saul Ahn,

General Counsel

 

SIU MIN WONG

By: /S/ Saul Ahn

Saul Ahn, Attorney-in-Fact for Siu Min Wong**

 

___________

 

**Duly authorized under Siu Min Wong's Power of Attorney, dated June 10, 2019, incorporated herein by reference to Exhibit B of the statement on Schedule 13G filed by Linden Capital L.P. on June 19, 2019 in respect of its holdings in Haymaker Acquisition Corp II.