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TVAI on Nasdaq

Thayer Ventures Acquisition Corp II

Thayer Ventures Acquisition Corp II is a blank check company, listed on Nasdaq (TVAI).1 It is headquartered in Valencia, California.1

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Last updated Oct 21, 2026.

Overview

$3.9MNet income, fiscal 20252

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  • TickerTVAI on Nasdaq1
  • IndustryBlank Checks1
  • HeadquartersValencia, California1
  • Business address25852 Mcbean Parkway, Suite 508, Valencia, Ca 913553
  • Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company3

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We are a blank check company incorporated as an exempt company under the laws of the Cayman Islands for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not commenced any operations nor generated any revenues to date. All activity for the period from April 23, 2024 (inception) through December 31, 2025, relates to the Company’s formation and the initial public offering (the “Initial Public Offering” or “IPO”) described below. We have generated no operating revenues to date, and we do not expect that we will generate operating revenues until we consummate our initial business combination. We are also an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies…4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Financial statements

Every line of the income statement as filed: the last 1 fiscal year, latest first.2

Period ending2025-12-31
General and administrative expenses$1.0M
Loss from operations-$1.0M
Share-based compensation expense-$181.2K
Earnings from investments held in Trust Account$5.1M
Total other income, net$4.9M
Net income (loss)$3.9M

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Corporate structure

Thayer Ventures Acquisition Corp II sits at the top of its group. 1 entity on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Thayer Ventures Acquisition Corp II

  • METEORA CAPITAL, LLC Filed SCHEDULE 13G/A on Thayer Ventures Acquisition Corp II, latest Aug 14, 2026 (3 filings since Feb 6, 2026)
  • Bank of Montreal Filed SCHEDULE 13G/A on Thayer Ventures Acquisition Corp II, latest Feb 12, 2026 (2 filings since Jul 31, 2025)
  • Verition Fund Management LLC Filed SCHEDULE 13G/A on Thayer Ventures Acquisition Corp II, latest Nov 14, 2025 (2 filings since Aug 14, 2025)
  • Barclays Filed SCHEDULE 13G on Thayer Ventures Acquisition Corp II, latest Nov 12, 2025 (2 filings since Aug 12, 2025)
  • ARISTEIA CAPITAL, L.L.C. Filed SCHEDULE 13G on Thayer Ventures Acquisition Corp II, latest Aug 14, 2025
  • TENOR CAPITAL MANAGEMENT Co., L.P. Filed SCHEDULE 13G on Thayer Ventures Acquisition Corp II, latest May 30, 2025
  • Linden Capital L.P. Filed SCHEDULE 13G on Thayer Ventures Acquisition Corp II, latest May 20, 2025
  • Thayer Ventures Acquisition Corp II Valencia, California

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Thayer Ventures Acquisition Corp II reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$02 Dec 31, 2025$02 Dec 31, 2024

Properties, in its own words

We have entered into a short-term month to month lease for office space at 25852 McBean Parkway Suite 508 Valencia, CA 91355 which we utilize for our main offices in the United States. We pay our sponsor $30,000 per month for office space, secretarial and administrative services provided to members of our management team. The rent is paid by our sponsor pursuant to the administrative services agreement between us and our sponsor.

Item 2 of the 10-K filed Mar 30, 2026.4

Leadership

Who has led Thayer Ventures Acquisition Corp II, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Christopher Hemmeter2025–now

President

  1. Christopher Hemmeter2025–now
Board members and other officers (6)

Timeline

  1. May 23, 20258-K Other events15
  2. May 16, 20258-K Entered a material agreement; Unregistered sale of shares; Executive or director change16
  3. May 14, 2025New chief executive Christopher Hemmeter becomes CEO9

Filings

51 filings to the SEC since October 2021: 1 annual reports, 5 quarterly reports, 2 major events, 8 insider forms, 12 large holders, 23 other. The latest 20:

  1. Aug 14, 2026SCHEDULE 13G/A EDGAR
  2. Aug 13, 202610-Q EDGAR
  3. May 15, 2026SCHEDULE 13G/A EDGAR
  4. May 14, 202610-Q EDGAR
  5. Mar 30, 202610-K EDGAR
  6. Feb 12, 2026SCHEDULE 13G/A EDGAR
  7. Feb 6, 2026SCHEDULE 13G EDGAR
  8. Nov 14, 202510-Q EDGAR
  9. Nov 14, 2025SCHEDULE 13G/A EDGAR
  10. Nov 12, 2025SCHEDULE 13G EDGAR
  11. Aug 14, 2025SCHEDULE 13G EDGAR
  12. Aug 14, 2025SCHEDULE 13G EDGAR
  13. Aug 13, 202510-Q EDGAR
  14. Aug 12, 2025SCHEDULE 13G EDGAR
  15. Jul 31, 2025SCHEDULE 13G EDGAR
  16. Jun 30, 202510-Q EDGAR
  17. May 30, 2025SCHEDULE 13G EDGAR
  18. May 23, 20258-K EDGAR
  19. May 20, 2025SCHEDULE 13G EDGAR
  20. May 16, 20258-K EDGAR

The 51 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

SEC filer profile

How Thayer Ventures Acquisition Corp II is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARThayer Ventures Acquisition Corp II1
  • CIK0001872228
  • Employer ID (EIN)98-17957134
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company4
  • Incorporated inCayman Islands4
  • Fiscal year endsDecember 311
  • Industry code (SIC)6770 Blank Checks1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address25852 Mcbean Parkway, Suite 508, Valencia, CA 913551
  • Phone(415) 782-14141
  • Shares outstanding20,487,500 Common Class A shares; 6,708,333 Common Class B shares as of Mar 30, 20264
  • Public float$139.2M as of Jun 30, 20254
  • AuditorWithumSmith+Brown, PC, New York PCAOB ID 100; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceSep 20, 20241
  • Filings51 in all: 3 (8), SCHEDULE 13G (8), CORRESP (6), 10-Q (5), UPLOAD (5), S-1/A (4), SCHEDULE 13G/A (4), 8-K (2)1
    All 17 form types

    10-K (1), 424B4 (1), 8-A12B (1), CERT (1), DRS (1), DRS/A (1), DRSLTR (1), EFFECT (1), S-1 (1)

  • Latest filingsAnnual report (10-K) Mar 30, 2026
    Quarterly report (10-Q) Aug 13, 2026
    Latest 8-K (8-K) May 23, 2025

Securities registered for trading

ClassSymbolExchange
Units, each consisting of one Class A Ordinary Share, par value $0.0001 per share,TVAIUThe Nasdaq Stock Market LLC
Class A Ordinary Shares, par value $0.0001 per shareTVAIThe Nasdaq Stock Market LLC
RightsTVAIRThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Mar 30, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Thayer Ventures Acquisition Corp II names in Item 1A of its 10-K filed Mar 30, 2026: 79 risks under these headings, as written.4

  • General Risks to Investing in a SPAC entity and Completing a Business Combination
  • We have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
  • As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination.
  • We may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings.
  • We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.
  • We may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.
  • We may not be able to complete an initial business combination because such initial business combination may be subject to regulatory review and approval requirements, including foreign investment regulations and review by government entities such as the Committee on Foreign Investment in the United States (“CFIUS”), or may be ultimately prohibited.
  • Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”
  • Our public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.
  • If we seek shareholder approval of our initial business combination, our sponsor, officers and directors have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.
  • Our initial shareholders may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.
  • A change of ownership or control of our sponsor could adversely affect our ability to consummate our initial business combination.
The other 67 risks
  • Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of the business combination.
  • The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.
  • The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and may not allow us to complete the most desirable business combination or optimize our capital structure.
  • In connection with any meeting held to approve an initial business combination, we will offer each public shareholder the option to vote in favor of the proposed business combination and still seek redemption of their shares.
  • The requirement that we maintain a minimum net worth or retain a certain amount of cash could increase the probability that we cannot consummate our initial business combination and that you would have to wait for liquidation in order to redeem your shares.
  • The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may decrease our ability to conduct due diligence on potential business combination targets as we approach our liquidation deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.
  • We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.
  • If we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors and their affiliates may elect to purchase shares from public shareholders, in which case they may influence a vote in favor of a proposed business combination that you do not support.
  • Purchases of ordinary shares in the open market or in privately negotiated transactions by our sponsor, directors, officers, advisors or their affiliates may make it difficult for us to maintain the listing of our shares on a national securities exchange following the consummation of an initial business combination.
  • If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
  • You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or rights, potentially at a loss.
  • Once initially listed on Nasdaq, our securities may not continue to be listed on Nasdaq in the future, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
  • You are not be entitled to protections normally afforded to investors of many other blank check companies.
  • If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our ordinary shares.
  • If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on our redemption, and our rights will expire worthless.
  • If our available cash resources are insufficient to allow us to operate for at least the completion window, we may be unable to complete our initial business combination.
  • Subsequent to the completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our share price, which could cause you to lose some or all of your investment.
  • If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share.
  • Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.
  • If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our Board of Directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our Board of Directors and us to claims of punitive damages.
  • If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
  • If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
  • If we are deemed to be an investment company for purposes of the Investment Company Act, we could be forced to liquidate and investors in our company would not be able to participate in any benefits of owning stock in an operating business, including the potential appreciation of our stock following a business combination.
  • Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations.
  • Our search for an initial business combination, and any target business with which we may ultimately consummate an initial business combination, may be materially adversely affected by current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict.
  • The requirement that the target business or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance of the funds in the trust account (excluding any taxes payable) at the time of the execution of a definitive agreement for our initial business combination may limit the type and number of companies with which we may complete such a business combination.
  • If we are unable to consummate our initial business combination, our public shareholders may be forced to wait up to 21 months or longer before redemption from our trust account.
  • Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.
  • We may not hold an annual meeting of shareholders until after the consummation of our initial business combination.
  • If our initial business combination involves a company organized under the laws of a state of the United States, it is possible a 1% U.S. federal excise tax will be imposed on us in connection with redemptions of our ordinary shares after or in connection with such initial business combination.
  • We may undertake our initial business combination with an entity or business which is based in a foreign country and the laws and regulations of such foreign countries may not afford U.S. investors or regulatory agencies access to information normally available to them with respect to U.S. based entities.
  • Risks Related to Our Securities
  • In the event that we are not the surviving entity upon the consummation of our initial business combination, and there is no effective registration statement for the offering of the shares underlying the rights, the rights may expire worthless.
  • The grant of registration rights to our sponsor may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our ordinary shares.
  • Because we have not yet selected a particular business or specific geographic location or any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’ operations.
  • Past performance by Thayer Ventures, including our management team, may not be indicative of future performance of an investment in us or in the future performance of any business we may acquire.
  • We may seek acquisition opportunities in industries or sectors that may be outside of our management’s areas of expertise.
  • Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.
  • Unless we complete our initial business combination with an affiliated entity, or our board of directors cannot independently determine the fair market value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking or from an independent accounting firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view.
  • We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the founder shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti- dilution provisions contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks.
  • We may be a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. investors.
  • We may transfer and be registered by way of continuation, or reincorporate, in another jurisdiction in connection with our initial business combination and such transfer or reincorporation may result in taxes imposed on shareholders.
  • Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share, or less than such amount in certain circumstances, on the liquidation of our trust account and our rights will expire worthless.
  • We are dependent upon our executive officers and directors and their departure could adversely affect our ability to operate.
  • Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.
  • Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.
  • Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.
  • We may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.
  • Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.
  • Members of our management team and companies affiliated thereof have been, and may from time to time be, involved in legal proceedings or governmental investigations unrelated to our business.
  • Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
  • Certain of our officers and directors or affiliates of our Sponsor are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.
  • We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors or existing holders which may raise potential conflicts of interest.
  • Since our sponsor, officers and directors will lose their entire investment in us if our initial business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.
  • Certain shares beneficially owned by our initial shareholders will not participate in liquidating distributions and, therefore, our officers and directors may have a conflict of interest in determining whether a particular target business is appropriate for our initial business combination.
  • Since our sponsor, officers and directors may not be eligible to be reimbursed for their out-of-pocket expenses if our initial business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.
  • We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.
  • We may only be able to complete one business combination with the proceeds of our IPO and the sale of the private units, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.
  • We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.
  • We may attempt to consummate our initial business combination with a private company about which little information is available.
  • Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.
  • We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete a business combination with which a substantial majority of our shareholders do not agree.
  • Investors may view our units as less attractive than those of other blank check companies.
  • In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and modified governing instruments. We cannot assure you that we will not seek to amend our Amended and Restated Memorandum and Articles of Association or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.
  • Certain agreements related to our IPO may be amended without shareholder approval.
  • We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.
  • Our sponsor paid an aggregate of $25,000, or approximately $0.02 per founder share, and, accordingly, you will experience immediate and substantial dilution upon the consummation of our initial business combination.
  • The value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our ordinary shares at such time is substantially less than $10.00 per share.

Legal proceedings

As of December 31, 2025, there is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.

The opening of Item 3, Legal Proceedings.4

Sources

The numbers on this page point here. Each one links to the record it came from.

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    SEC EDGAROther events
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