TVAI SEC filings, in plain English
Everything Thayer Ventures Acquisition Corp II has filed with the SEC that we hold — 40 filings, newest first, 38 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: A routine compliance exhibit identified as a Schedule 13G/A beneficial ownership report [0001905106-26-000165]. The filing text bears on no mechanical elements: it discloses nothing regarding TVAI’s $10.417278807453416 trust/share, its 2027-02-16 deadline, SEARCHING status, merger timeline, extension procedures, or sponsor conduct. It merely identifies Meteora Capital, LLC as the reporting holder. Why it matters: As a standard regulatory disclosure, the filing confirms ongoing SEC reporting obligations but supplies no actionable data for investors tracking redemption windows, trust value preservation, acquisition progress, or management behavior. The text contains zero claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel, so all observations remain restricted to the filer’s stated identity.
What changed: Quarterly report (Form 10-Q) for the period ended June 30, 2026, filed on August 13, 2026. Trust value per share increased from $10.25 to $10.40; cash dropped from $257,966 to $2,169; working capital deficit of $567,268; California franchise tax expense of $635,075 incurred in H1 2026; no business combination announced; still searching for a target; deadline is February 16, 2027 (21 months from IPO close); going concern disclosure remains. Why it matters: The trust value per share increased, providing a slight upside for redemptions, but the company's cash is nearly exhausted, raising liquidity concerns. The rapid cash burn and working capital deficit indicate the SPAC may need additional funding or a deal soon. The approaching deadline (7 months away) and the absence of any announced target increase the risk of liquidation. The California franchise tax expense is a new material cost.
What changed vs 2026-05-14trust $208.2M → $209.6M +1%trust account, going-concern doubt, redeemable shares1 moved · 2 with no prior record of ours
- Trust account
- $208.2M$209.6M
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 20.1M · unchanged
SpacBrain reads this as $1,469,075 was added to the trust between the two filings.
The clause “Current Assets 164,689 436,863 Long-term prepaid insurance — 23,832 Investments held in Trust Account 209,647,736 206,357,012 Total Assets $ 209,812,425 $ 206,817,707 Liabilities, Ordinary Shares Subject to Possible Redemption and”…
The clause …“all operations except for the purpose of liquidating. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to address this uncertainty through a Business Combination.”…
The clause …“$ 0.0001 par value; 100,000,000 shares authorized; 362,500 shares (excluding 20,125,000 shares subject to possible redemption) issued and outstanding as of June 30, 2026 and December 31, 2025 36 36 Class B ordinary shares, $ 0.0001 par”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A beneficial ownership report identified in the filing text as a SCHEDULE 13G/A submitted by Meteora Capital, LLC. The filing text identifies only the document type (SCHEDULE 13G/A), the SEC identifier (0001905106-26-000107), and the reporting party (Meteora Capital, LLC). Per the provided excerpt, no share counts, percentage changes, amendment dates, or trading activity are disclosed. Accordingly, the document discloses nothing regarding trust account movements, the $10.417278807453416 per-share trust value, the 2027-02-16 liquidation deadline, extension mechanics, sponsor behavior, target acquisition progress, or shareholder redemption options. Why it matters: Per the filing designation, Schedule 13G/A documents report amendments to prior beneficial ownership statements. While institutional blockholders can materially influence votes on SPAC extensions, business combinations, or liquidations, the filing itself contains no quantitative or qualitative data beyond the holder’s name. It does not modify the SEARCHING status, adjust the $10.417278807453416 trust/share amount, or alter the 2027-02-16 deadline. Without the full exhibit detailing actual share positions, amendment triggers, or investment purposes, the filing provides no actionable intelligence on liquidity events, corporate governance pressure, or deal timelines.
What changed: Quarterly report (Form 10-Q) for Thayer Ventures Acquisition Corp II covering the three months ended March 31, 2026, a blank-check company still searching for a business combination target. Net income of $993,698 vs. net loss of $163,101 in Q1 2025, driven by $1,821,649 in trust investment earnings partially offset by $498,282 in California franchise tax and $329,669 in G&A. Trust account value increased to $208,178,661 ($10.32 per public share) from $206,357,012 ($10.25 per share) at year-end 2025. Cash fell to $131,087 from $257,966; working capital deficit widened to $431,627. Deferred legal fees rose to $1,011,279 from $920,140. Accretion of Class A shares subject to redemption increased by $1,323,367. No business combination announced; no material litigation or changes in risk factors. Why it matters: The trust per‑share value ($10.32) and the February 16, 2027 combination deadline are key metrics for redemption decisions. The operating cash burn and working capital deficit underscore the need for a transaction. The filing confirms no target has been identified and that going concern uncertainty persists. Investors tracking deadline and trust value will view this as a routine update with no catalyst.
What changed vs 2025-11-14trust $204.4M → $208.2M +2%trust account, going-concern doubt, redeemable shares1 moved · 2 with no prior record of ours
- Trust account
- $204.4M$208.2M
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 20.1M · unchanged
SpacBrain reads this as $3,801,921 was added to the trust between the two filings.
The clause “Current Assets 290,918 436,863 Long-term prepaid insurance — 23,832 Investments held in Trust Account 208,178,661 206,357,012 Total Assets $ 208,469,579 $ 206,817,707 Liabilities, Ordinary Shares Subject to Possible Redemption and”…
The clause …“all operations except for the purpose of liquidating. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to address this uncertainty through a Business Combination.”…
The clause …“shares, $ 0.0001 par value; 100,000,000 shares authorized; 362,500 (excluding 20,125,000 shares subject to possible redemption) issued and outstanding as of March 31, 2026 and December 31, 2025 36 36 Class B ordinary shares, $ 0.0001”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Annual report on Form 10-K for the fiscal year ended December 31, 2025, filed by Thayer Ventures Acquisition Corp II (TVAI), a blank-check SPAC still searching for a business combination target. This is the SPAC's first 10-K after its IPO on May 16, 2025. Key updates: (1) Trust account held $206,357,012 as of Dec 31, 2025, implying a per-share redemption value of $10.25. (2) Net income of $3,883,792 for 2025, driven by $5,107,012 in trust earnings, offset by $1,041,970 in G&A and $181,250 in share-based compensation. (3) Working capital of $281,353, with $257,966 cash outside trust. (4) Shareholders' deficit of $8,183,705. (5) No business combination announced; deadline is 21 months from IPO (February 16, 2027). (6) Auditor's report includes a going concern qualification due to mandatory liquidation if no deal by deadline. (7) No material litigation or cybersecurity incidents. (8) Sponsor transferred 125,000 founder shares to independent directors, recognized as $181,250 compensation expense. (9) Deferred underwriting fee of $7,568,750 and deferred legal fees of $920,140 are payable upon completion of a business combination. Why it matters: This filing provides the first comprehensive post-IPO financial snapshot of TVAI. Investors can assess trust value ($10.25/share), cash burn rate, and the SPAC's progress. The going concern qualification and tight working capital underscore the urgency to find a target. The absence of a definitive agreement or extension plans suggests the SPAC is still in early-stage search. The 21-month deadline (February 2027) is the key timeline for redemption decisions.
What changed: SEC Schedule 13G/A amendment reporting beneficial ownership of Thayer Ventures Acquisition Corp II common stock. The filing excerpt identifies Bank of Montreal, BMO Holdings Inc., and BMO Nesbitt Burns Inc. as the reporting holders. Because the submitted text omits all required numerical schedules, it discloses no measurable shift in aggregate shares, percentage owned, acquisition date, voting or investment power allocation, or whether this amendment reflects a routine periodic update versus a regulatory threshold crossing. Why it matters: As a standard securities-ownership disclosure, it does not alter the SPAC’s redemption deadline (February 16, 2027), per-share trust value, extension mechanics, search progress, or sponsor conduct. Institutional position adjustments carry no operative effect on redemptions or deal timelines until complete share counts and ownership percentages are publicly filed. Without those figures, the document provides no actionable intelligence for investors monitoring cash flows, deadlines, or merger execution.
What changed: Schedule 13G beneficial ownership report. The document is a Schedule 13G beneficial ownership report filed by Meteora Capital, LLC. The provided excerpt contains only the filing designation, the SEC accession number 0001905106-26-000028, and the holder’s name. It discloses no share quantities, ownership percentages, acquisition dates, trust account adjustments, redemption window status, deadline timelines, extension provisions, target acquisition progress, or sponsor conduct. Why it matters: A Schedule 13G is a routine compliance exhibit triggered when an investor crosses the five percent beneficial ownership threshold. For investors monitoring redemption deadlines, trust value, extensions, deal progress, or sponsor conduct, this filing confirms institutional positioning but supplies no data on how many public shares were acquired, whether those shares sit in the trust pool subject to redemption, or any intended corporate action. Without the complete schedule showing the exact percentage and transaction specifics, the document cannot yet inform valuation assessments, deadline management, or strategic direction.
What changed: Schedule 13G/A — a routine compliance exhibit updating beneficial ownership disclosures. The filing discloses an amendment to previously reported holdings by Verition Fund Management LLC and its principal, Nicholas Matthew Maounis. The submitted excerpt contains no adjusted share quantities, percentage thresholds, acquisition dates, or stated amendment purposes. It contains no information bearing on redemption deadlines, trust distribution mechanics, extension votes, business combination progress, or sponsor conduct. Why it matters: Amended Schedule 13Gs typically update institutional concentration, reporting group composition, or investment intent once beneficial ownership crosses the 5% reporting threshold. Because the excerpt omits the amendment's substantive body, no verifiable shift in shareholder leverage or voting capacity influencing TVAI's SEARCHING status or deadline timeline can be derived from the provided text. Full publication would clarify whether institutional position changes could affect merger negotiations or sponsor alignment.
What changed: Quarterly report on Form 10-Q for the period ended September 30, 2025, with unaudited financial statements and management discussion and analysis. The SPAC consummated its IPO on May 16, 2025, raising $201.25 million from 20,125,000 units (including the full over-allotment) and $3.625 million from 362,500 private placement units. Net proceeds of $201.25 million were deposited into the trust account, which as of September 30, 2025, had grown to $204,376,740, representing a per-share trust value of $10.16 (including interest earnings of $3,126,740 for the nine months ended September 30, 2025). The company disclosed a working capital surplus of $522,948 but raised substantial doubt about its ability to continue as a going concern due to lack of cash. The company has a 21-month deadline (February 16, 2027) to complete a business combination. Why it matters: This filing confirms a healthy, interest-accruing trust. For redemption-calendar tracking, the trust value per share is $10.16, above the IPO price of $10.00, which may influence shareholder redemption decisions. The going concern disclosure and negative shareholder deficit highlight the SPAC's cash burn and reliance on sponsor support to find a target. No target or definitive agreement has been announced. The 15% cap on redemptions by any single public shareholder without company consent is noted.
What changed vs 2025-08-13trust $202.2M → $204.4M +1%trust account, going-concern doubt, redeemable shares1 moved · 2 with no prior record of ours
- Trust account
- $202.2M$204.4M
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 20.1M · unchanged
SpacBrain reads this as $2,128,162 was added to the trust between the two filings.
The clause …“costs — 622,778 Long-term prepaid insurance 67,684 — Cash and securities held in Trust Account 204,376,740 — Total Assets $ 205,092,344 $ 622,778 Liabilities and Shareholders’ Deficit Current Liabilities Accounts payable and”…
The clause …“the Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with ASC 204-50, “Presentation of Financial Statements—Going Concern,” the Company has incurred and expects to”…
The clause …“shares, $ 0.0001 par value; 100,000,000 shares authorized; 362,500 (excluding 20,125,000 shares subject to possible redemption) and none issued and outstanding as of September 30, 2025 and December 31, 2024, respectively 36 — Class B”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Routine compliance exhibit — SEC Schedule 13G beneficial ownership report. The filing explicitly names Barclays PLC as the reporting holder. It contains no numerical data, operational statements, or updates regarding redemption procedures, trust valuation, extension mechanics, business combination progress, or sponsor conduct. Why it matters: This is a routine regulatory disclosure confirming institutional shareholding reporting. It does not introduce new figures, alter the stated 2027-02-16 deadline, change the trust per share baseline, or signal movement toward a de-SPAC transaction.
What changed: This document IS a routine compliance exhibit—specifically a Schedule 13G joint filing agreement pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, dated August 14, 2025, in which Verition Fund Management LLC and Nicholas Matthew Maounis consent to file a single beneficial ownership statement on behalf of each other regarding Class A Ordinary Shares of Thayer Ventures Acquisition Corp. II. Per the authorization documented by William Anderson (CFO of Verition Fund Management LLC) and Nicholas Matthew Maounis, the parties have consolidated their regulatory disclosure pathway for their aggregate equity position. The filing introduces no modifications to the SPAC’s trust account administration, redemption window parameters, extension vote procedures, target identification pipeline, or sponsor governance conduct. It reflects static holding structures subject to coordinated SEC reporting obligations. Why it matters: For investors tracking capital commitment timelines, liquidity triggers, and managerial decision-making, this filing provides no operational inflection. Neither the management company nor the individual attach forward-looking projections, customer acquisition metrics, revenue forecasts, total addressable market assessments, proprietary technology disclosures, third-party partnership agreements, executive succession plans, or litigation defenses. Because the agreement exclusively satisfies Exchange Act transparency rules without shifting voting blocs, triggering tender events, or announcing trust distribution reallocations, it does not recalibrate the SEARCHING-phase roadmap or alter holder calculus around redemption versus continuation. The document serves as procedural housekeeping rather than a developmental catalyst.
What changed: routine compliance exhibit: Schedule 13G beneficial ownership report. According to the filing, Aristeia Capital, L.L.C. submitted a Schedule 13G (file number 0001315863-25-000612) on 2025-08-14, but the excerpt discloses no share counts, ownership percentages, acquisition dates, or stated investment purposes. Accordingly, there is no update to redemption positioning, trust account mechanics, extension voting alignment, or business combination progress. Why it matters: The filer’s submission satisfies periodic institutional tracking requirements, yet the absence of quantitative position data and strategic intent prevents evaluation of shareholder influence over the remaining search window or extension considerations. Full numerical and purposive disclosure would be required to assess impact on capital allocation pressure or sponsorship accountability.
What changed: Quarterly report (Form 10-Q) for the period ended June 30, 2025. This is the first 10-Q since the company's IPO on May 16, 2025. The trust account was funded with $202,248,578 ($10.05 per share, above the $10.00 deal price due to accrued interest). 20,125,000 Class A shares are subject to possible redemption. The company has negative shareholders' deficit of ($7,631,435). The sponsor owes $603,901 for the Private Placement Units. The deadline to complete a business combination is February 16, 2027. Why it matters: This filing establishes the baseline financial position post-IPO. Key redemption mechanics are confirmed: holders can redeem at $10.05 per share. The trust value is $202.25M. The company has $0 cash on hand outside the trust and a going concern qualification. It is searching for a target.
What changed vs 2025-06-30going concern APPEAREDgoing-concern doubt, trust account, redeemable shares1 moved · 2 with no prior record of ours
- Going-concern doubt
- not statedstated
- Trust account
- not previously extracted$202.2M
- Redeemable shares
- not previously extracted20.1M
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“the Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with ASC 204-50, “Presentation of Financial Statements - Going Concern,” the Company has incurred and expects to”…
The clause …“costs — 622,778 Long-term prepaid insurance 111,535 — Cash and securities held in Trust Account 202,248,578 — Total Assets $ 203,139,389 $ 622,778 Liabilities and Shareholders’ Deficit Current Liabilities Accounts payable and”…
The clause …“shares, $ 0.0001 par value; 100,000,000 shares authorized; 362,500 (excluding 20,125,000 shares subject to possible redemption) and none issued and outstanding as of June 30, 2025 and December 31, 2024, respectively 36 — Class B”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Schedule 13G beneficial ownership report. Barclays PLC submitted this filing to report its beneficial ownership position. The document contains no updated share quantities, transaction purposes, or disclosures that would alter Thayer Ventures Acquisition Corp II’s trust account mechanics, redemption window, extension provisions, or sponsor behavior. Why it matters: This routine regulatory submission reflects standard SEC compliance for equity holders crossing the beneficial ownership threshold. Because the text presents no assertions about customer base, revenue streams, addressable markets, commercial strategy, proprietary technology, strategic alliances, pending litigation, or executive changes, it introduces no measurable variable to valuation modeling or timeline forecasting for investors tracking the SEARCHING phase.
What changed: Schedule 13G beneficial ownership report. As identified in its own terms, this is a Schedule 13G beneficial ownership report. Bearing on SPAC mechanics: the filing does not adjust the $10.417278807453416 per-share trust account balance, modify the 2027-02-16 business combination search deadline, trigger extension rights, or reflect sponsor conduct. Bearing on other substance: the provided excerpt contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. The three listed entities—Bank of Montreal, BANK OF MONTREAL HOLDING INC., and BMO NESBITT BURNS INC.—self-attribute their holder status without disclosing share quantities, acquisition dates, percentage ownership, or stated purposes in the text. Why it matters: Investors tracking the 2027-02-16 redemption window and the $10.417278807453416 trust floor will find no mechanical shift in liquidity, voting weight, or acquisition timeline from this excerpt. Schedule 13G filings typically denote passive or investment-motivated positions rather than strategic control activity, meaning shareholder redemption behavior at the current trust value remains unimpacted by this reporting obligation. While the absence of numerical disclosures limits immediate signal extraction, the filing preserves regulatory transparency for a SPAC still in the SEARCHING phase.
What changed: Quarterly report (Form 10-Q) for the period ended March 31, 2025, filed June 30, 2025, covering the pre-IPO period and including subsequent events through the IPO closing on May 16, 2025. The SPAC completed its IPO on May 16, 2025, issuing 20,125,000 units at $10.00 per unit (including full over-allotment), placing $201,250,000 into the trust account ($10.00 per share initially). Simultaneously, the sponsor purchased 362,500 private placement units for $3,625,000. Prior to the IPO, the company had no cash, a working capital deficit of $747,600, and had not yet commenced operations. The report also records $145,000 in share-based compensation for founder shares transferred to independent directors. Why it matters: This filing establishes the trust value at $10.00 per share, the 21-month deadline (by February 2027), and the sponsor's financial commitment. No business combination target has been announced. Investors should monitor trust value growth from interest and any future deal announcements.
What changed: A Joint Filing Statement consenting to the joint filing of a Schedule 13G under Rule 13D-1(k)(1) pursuant to the Securities Exchange Act of 1934, executed by Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah. Per the signatures of Robin Shah acting as Managing Member of Tenor Management GP, LLC, Authorized Signatory for Tenor Opportunity Master Fund, Ltd., and individual holder, the three affiliated parties have formally elected to consolidate their beneficial ownership reporting obligations. This document contains no filings, notices, or amendments addressing TVAI’s redemption timeline, trust account value, extension requests, active business combination progress, or sponsor conduct. The SPAC’s structural mechanics remain entirely unchanged. Why it matters: The instrument functions strictly as an administrative procedural election to permit a single 13G filing for multiple related entities holding identical securities. Robin Shah certifies that the joint statement will incorporate the consolidated Schedule 13G and notes that the arrangement may be terminated by written notice. Because it discloses no purchases, sales, aggregate ownership percentages, merger target discussions, customer metrics, revenue projections, strategic initiatives, or litigation updates, it offers no substantive signal for investors monitoring TVAI’s capital allocation, liquidity events, or acquisition runway.
What changed: A Form 8-K Current Report disclosing the consummation of an Initial Public Offering and a concurrent private placement, accompanied by Exhibit 99.1 containing an audited balance sheet and detailed notes to the financial statements. According to the filing and its attached financial exhibits, the Company closed its IPO on May 16, 2025, selling 20,125,000 Units at $10.00 per Unit, generating $201,250,000 in gross proceeds, which included the full exercise of a 2,625,000 Unit over-allotment option. Simultaneously, Sponsor Thayer Ventures Acquisition Holdings II LLC purchased 362,500 Private Placement Units for $3,625,000. The Company deposited exactly $201,250,000 into a trust account administered by Continental Stock Transfer & Trust Company. The document establishes a 21-month Combination Period from the IPO closing date, triggering mandatory cessation of operations and public share redemption if unmet. Redemption mechanics permit public shareholders to sell back shares for a pro rata trust portion via vote or tender offer, subject to a covenant that redemptions will not reduce net tangible assets below $5,000,001. The underwriter's deferred commission of $7,568,750 is contractually waived if no business combination occurs within the Combination Period. An administrative services agreement effective May 14, 2025, obligates the Company to pay the Sponsor $30,000 monthly. The Sponsor holds 6,708,333 Founder Shares, including 125,000 transferred to five independent directors in March and April 2025. Related-party balances include a $158,864 promissory note due on demand and a $2,125,000 amount due from the Sponsor for the private placement. Total transaction costs are listed at $10,727,318. Why it matters: As disclosed in the filing and Note 5, this document locks the trust mechanics, redemption thresholds, and sponsor economics that dictate investor exposure before any target search begins. The explicit waiver of the $7,568,750 deferred underwriting fee upon liquidation increases the maximum distribution available to public shareholders if the 21-month deadline expires without a merger. The $30,000 monthly administrative expense and existing sponsor liabilities define the pre-combination cash burn outside the trust account, directly impacting working capital runway. The $5,000,001 net tangible asset floor constrains how many shares may be redeemed during a deal vote, shaping sponsorship retention and post-deal dilution dynamics. Note 5 attributes acquisition search risks to ongoing geopolitical instability from the Russia-Ukraine conflict and Israel-Hamas conflict, stating that sanctions or supply chain disruptions could adversely affect capital market liquidity and target identification. The filing also identifies WithumSmith+Brown, PC as the independent registered public accounting firm since 2024 and lists Mark E. Farrell as Co-Chief Executive Officer. Together, these provisions establish the complete operational, financial, and timeline framework required to model extension viability, liquidation yields, sponsor alignment, and deal progress adherence.
What changed: Schedule 13G Joint Filing Agreement (Exhibit A) executed by Linden Capital L.P., Linden GP LLC, Linden Advisors LP, and Siu Min Wong to coordinate their SEC reporting obligations for beneficial ownership positions in Thayer Ventures Acquisition Corporation II. Per the filing, the undersigned parties agree that any future Schedule 13G statements and amendments regarding TVAI shares will be filed jointly under Rule 13d-1(k) of the Securities Exchange Act of 1934, designating Saul Ahn as the authorized signatory or attorney-in-fact. The document contains no disclosures concerning TVAI redemption mechanics, trust accounting, extension motions, target acquisition progress, or sponsor conduct. It makes no claims about customer relationships, revenue generation, market positioning, strategic initiatives, technology platforms, partnership arrangements, legal proceedings, or leadership appointments. The only figures appearing in the text are the date May 20, 2025, Rule 13d-1(k), the year 1934, the date June 10, 2019, and the date June 19, 2019. Why it matters: For investors tracking institutional accumulation and regulatory compliance, this exhibit confirms that the listed corporate vehicles and individual holder have consolidated their beneficial ownership reporting into a single procedural channel. While it does not alter the SPAC trust balance, redemption pricing, conversion windows, or business combination search parameters, it establishes the legal framework and authorized signatory for upcoming Schedule 13G amendments. Market participants monitoring block ownership trends should review subsequent filings tied to this joint agreement to determine whether the collective stake is expanding, contracting, or remaining static while the company pursues an initial merger target.
What changed: 8-K Current Report filed by Thayer Ventures Acquisition Corporation II to report the consummation of its initial public offering (IPO) and related agreements, including the underwriting agreement, trust agreement, registration rights, private placement, and board appointments. The SPAC completed its IPO of 20,125,000 units (including full exercise of the over-allotment option) at $10.00 per unit, generating gross proceeds of $201,250,000. The trust account received $201,250,000. The sponsor purchased 362,500 private units for $3,625,000. The board of directors was appointed, and the amended and restated memorandum and articles of association were adopted. The SPAC now has 21 months (until February 2027) to consummate a business combination. Why it matters: This filing establishes the initial trust value of approximately $10.00 per public share, the deadline for the business combination (21 months from IPO closing), and the terms of lock-ups, sponsor commitments, and redemption rights. It provides the baseline for future redemption calculations and deal timelines.
What changed: Registration Statement Pro Forma Prospectus (Form 424B4) for the initial public offering of a newly organized blank check company. Mechanics: The prospectus sets the initial trust deposit at $10.00 per public share, with a 21-month completion window that carries no limitations on extension length or frequency. Public shareholders retain redemption rights exercisable at the aggregate trust balance divided by outstanding public shares, minus permitted tax withdrawals and up to $100,000 in dissolution interest. Why it matters: This filing codifies the economic and governance framework prior to any deal identification. The nominal founder cost ($0.004 per share) combined with anti-dilution math guarantees sponsor recovery even if public valuations collapse, structurally incentivizing closure of suboptimal transactions over liquidation. Unlimited extension authority and the lack of a maximum redemption ceiling strip public holders of exit leverage during negotiations.
What changed: Form 3 – Insider Ownership Report. The SEC filing identifies Mark E. Farrell as a director, Co-CEO, Co-President, CFO, and 10% owner, and explicitly states that no non-derivative transactions or holdings were reported. There is no adjustment to the SPAC’s 2027-02-16 business combination deadline, no update to the trust per share of $10.417278807453416, and no indication of deal progression, extension voting, or shareholder redemption activity. Why it matters: For investors tracking redemption mechanics and sponsor conduct, the zero-transaction report from a co-chief executive and significant holder during the SEARCHING phase indicates no insider accumulation or reduction that typically precedes negotiation deadlines or signals internal liquidity pressure. While the filing contains no substantive forward-looking statements, market data, customer references, revenue projections, strategic commitments, partnership announcements, litigation details, or personnel changes, the Commission report itself serves as a structural confirmation that the capital base remains undisturbed by major officer trades. Because it introduces no new variables to the redemption calendar, trust composition, or extension framework, it carries minimal near-term pricing impact but provides mandatory transparency into executive trading activity ahead of any future combination announcement.
What changed: A Form 3 initial and periodic statement of beneficial ownership for Thayer Ventures Acquisition Corp II, internally classified by the filer as an insider ownership report. Per the explicit declaration in the submission, there are no non-derivative transactions or holdings reported by director Riley Warren B. Insider equity positions remain static, public float composition is unaltered, and sponsor-side market activity registers no new additions or reductions. No amendment filings, trust disbursement requests, extension voting procedures, or business combination timelines are referenced. The cash reserve backing each public share continues at its previously recorded amount, and the contractual acquisition deadline remains fixed at its original horizon. Outside the standard entity identification, the reporting person title, and the SEC document tag [0001415889-25-012933], the text contains no customer references, revenue attributions, gross margins, addressable market sizing, product roadmaps, intellectual property assertions, channel partnerships, litigation descriptions, or compensation adjustments. Why it matters: This compliance exhibit delivers a clean zero-transaction baseline for director-level capital movement during the covered period. For investors mapping redemptions against the approaching liquidation cutoff and evaluating whether sponsor conviction strengthens or erodes ahead of a de-SPAC transaction, the certified absence of trades indicates neutral positioning at the leadership tier. Because the filing attributes its data solely to statutory reporting obligations under Section 16 of the Exchange Act and discloses no operational pivots, M&A pipeline updates, or trust-affecting expenditures, it does not recalibrate per-share net asset calculations or alter extension probability. Market participants should treat the submission as an administrative checkpoint rather than a signal of capital deployment, and monitor subsequent periodic filings for any deviation from the reported null status.
What changed: A SEC Form 3 initial statement of beneficial ownership, explicitly labeled in its header as an "insider ownership report" for Thayer Ventures Acquisition Corp II director Ross David Edelman. The filing discloses "No non-derivative transactions or holdings reported." As a result, there are no adjustments to the redemption deadline of 2027-02-16, the per-share trust balance of $10.417278807453416, any extension triggers, target acquisition progress, or sponsor conduct. Why it matters: The document contains no operational claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. According to the filed statement, the director currently holds no registered equity positions, meaning this routine compliance entry establishes a baseline ownership register rather than signaling capital allocation shifts or alignment changes. For investors monitoring TVAI, it confirms no imminent insider accumulation or dilution pressure ahead of the search period close, though subsequent Forms 4 or 5 will be necessary to track any future transactional movements that could affect public float calculations or redemption liquidity before February 2027.
What changed: This filing is an SEC Form 3—routine compliance exhibit and insider ownership report for Thayer Ventures Acquisition Corp II, submitted by reporting person Floyd H. Charles, who holds the title of director. Mechanically, the document states 'No non-derivative transactions or holdings reported,' indicating zero movement in the director’s registered equity, convertible, or derivative positions. Consequently, there are no adjustments to the trust account per-share balance, the stated liquidation deadline, any proposed extension amendments, or active business combination negotiations. Why it matters: Substantively, the report contains no claims regarding customer concentration, revenue trajectories, addressable market sizing, commercial strategy, proprietary technology, third-party partnerships, pending litigation, or executive turnover. For investors monitoring sponsor conduct and redemption mechanics, the explicit absence of disclosed purchases or sales establishes a neutral baseline on insider capital commitment. Because the form mandates itemized reporting of all direct and indirect interests, this zero-disclosure confirms no near-term shift in director alignment ahead of potential shareholder votes or cash-out elections, requiring continued reliance on future S-4, DEF 14A, or press materials for material catalyst identification.
What changed: A Securities and Exchange Commission Form 3, an initial statement of beneficial ownership filed by Caroline Shin, director of Thayer Ventures Acquisition Corp II, declaring that no non-derivative transactions or holdings are being reported. The filing confirms a static insider equity position through the explicit statement that there are 'No non-derivative transactions or holdings reported.' It contains no language affecting redemption trigger thresholds, trust account accounting per share, extension meeting logistics, target business identification milestones, or sponsor fiduciary conduct. It attributes zero claims to executives, advisors, or board committees regarding customer concentration, revenue trajectories, market sizing, operational strategy, proprietary technology, commercial partnerships, active litigation, or executive succession. Why it matters: This submission operates as a standard post-registration compliance record during the issuer's active search phase. By documenting zero securities movement and omitting all forward-looking, financial, or strategic disclosures, it leaves all investor monitoring variables intact: redemption windows, per-share trust valuations, and liquidation deadlines continue unmodified. The absence of substantive commentary signals no shift in capital deployment pacing, sponsor engagement posture, or deal pipeline visibility, allowing investors to maintain existing tracking parameters without adjustment.
What changed: Form 3 – Insider Ownership Report. Filed on 2025-05-14 for Thayer Ventures Acquisition Corp II, the report discloses that Christopher Hemmeter (listed as director, Co-CEO, Co-President, Secretary, and 10% owner) recorded 'No non-derivative transactions or holdings.' Consequently, there are no new share purchases, sales, warrant exercises, or convertible instrument conversions by this insider that would affect the trust account reserves, alter per-share redemption pricing, or shift extension vote distribution. Why it matters: The SEC filing serves as a statutory compliance checkpoint verifying that a key executive controlling a 10% interest did not alter their equity position on the reported date. Because the Form 3 registers zero transactions, it indicates no immediate divergence between sponsor and public shareholder interests regarding liquidity management or redemption exposure. Investors can treat the absence of disclosed transfers as confirmation that the management team's economic alignment remains static and that the SPAC's cash trajectory is unaffected by insider activity while the company continues its acquisition search.
What changed: Insider ownership report (SEC Form 3). The document identifies the submission as a FORM 3 — insider ownership report. It states there are no non-derivative transactions or holdings reported for filing party Thayer Ventures Acquisition Holdings II LLC, which the text explicitly labels as a director and a '10% owner'. Logged under accession number 0001415889-25-012935 and dated 2025-05-14, the record reflects zero changes to the reporting entity's equity position. Why it matters: As a standard initial ownership disclosure, the filing provides no update on the announced redemption deadline, trust share valuation, extension proceedings, or deal progress. Because it records no transactions, it signals no shift in sponsor conduct, no accumulation or distribution of shares, and no immediate pressure on the redemption calendar. The filing contains no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel beyond the administrative identification of the reporting party and its stated 10% ownership classification. Investors tracking the SEARCHING status or capital structure should treat this as a procedural compliance entry that leaves all prior operational and financial parameters unchanged.
What changed: SEC Form 3 — an initial insider ownership report identifying Thayer Ventures Acquisition Corp II director Robert Ghoorah as the reporting person. The filing discloses that director Robert Ghoorah holds or has engaged in no non-derivative transactions or positions to report. Regarding SPAC mechanics, this submission does not alter the trust account value, modify the 2027-02-16 business combination deadline, initiate a redemption window, propose an extension, reflect sponsor conduct shifts, or indicate any progress on target acquisition, PIPE financing, or shareholder vote scheduling. Why it matters: For TVAI investors, the report carries no impact on redemption pricing, conversion mathematics, or capital deployment timelines. The filing contains no operational disclosures: there are no statements about customer base, revenue streams, addressable market size, technology roadmap, partnership developments, pending litigation, or executive compensation changes. As a routine regulatory baseline entry showing zero insider activity, it functions solely as a compliance record rather than a signal for deal pacing or trust preservation. Its absence of mechanistic or commercial data means it does not alter position sizing or exit planning.
What changed: This filing is a Rule 461 correspondence letter directed to the SEC Division of Corporation Finance requesting acceleration of the effective date for a Registration Statement on Form S-1 (File No. 333-285830). The submission asks that the Registration Statement become effective on May 14, 2025, at 4:00 p.m., Eastern Time. The document makes no changes to the SPAC’s organizational timeline, does not propose a deadline extension, discloses no business combination candidate, and leaves the shareholder redemption framework and trust account untouched. Why it matters: S-1 acceleration is a routine procedural mechanism that enables the issuer to price and distribute newly registered securities, which for an operating SPAC typically supplements working capital, funds continued acquisition searches, or finances general corporate needs. Because the filing addresses only SEC coordination timing and directs staff to confirm effectiveness by telephoning Cooley LLP attorneys Milson C. Yu at (650) 843-5296 or Daniel S. Peale at (202) 842-7835, it carries no direct impact on investor exit rights or trust preservation.
What changed: A routine compliance exhibit and underwriter acceleration request letter submitted to the SEC Division of Corporation Finance regarding a Form S-1 Registration Statement. Per the undersigned, Stifel, Nicolaus & Company, Incorporated, acting for itself and the several underwriters, the company requested that the effective date of the S-1 be accelerated to 4:00 p.m. Eastern Time on May 14, 2025. Why it matters: Acceleration of a registration statement is a standard administrative step that clears regulatory timing hurdles to permit formal distribution of prospectuses and facilitate dealer participation. In a searching SPAC, such filings typically precede or accompany the public circulation of updated financials, investor presentations, or definitive merger documentation managed by outside counsel, identified as Cooley LLP in the text.
What changed: Amendment No. 4 to Form S-1 registration statement for a SPAC initial public offering, including a preliminary prospectus and the underwriting agreement as Exhibit 1.1. Filed Amendment No. 4 to the S-1 registration statement, which includes the underwriting agreement (dated May 13, 2025), updated audited financial statements as of December 31, 2024, and a preliminary prospectus dated May 13, 2025. The prospectus details the offering of 17,500,000 units at $10.00 per unit, with each unit consisting of one Class A ordinary share and one right to receive one-tenth of a Class A ordinary share upon a business combination. The trust account is initially anticipated to hold $10.00 per public share. The completion window is 21 months from the closing of the offering. The filing also includes a going concern qualification from the independent auditor. Why it matters: This filing provides the definitive terms of the proposed IPO, including the unit price, trust mechanics, sponsor compensation (founder shares at $0.004 per share, private placement of 362,500 units at $10.00 each), redemption rights, and dilution estimates. The updated financial statements show a working capital deficit of $662,195 as of December 31, 2024, and the auditor's report includes substantial doubt about the company's ability to continue as a going concern. The underwriting agreement reveals the underwriter's deferred commission and a right of first refusal for future services. This is a critical step toward the IPO for a blank-check company still searching for a target.
What changed: This is a SEC comment response letter (CORRESP) from Cooley LLP on behalf of Thayer Ventures Acquisition Corporation II, addressing Staff comments on Amendment No. 3 to the Form S-1 registration statement and incorporating corrections into a concurrently filed Amendment No. 4. The Company’s response, authored by Daniel S. Peale, clarifies that the $2,000,000 underwriter reimbursement amount and the underwriting discounts and commissions are unaffected by the over-allotment option because all fees are deferred to the initial business combination closing date. Why it matters: While the registration process continues without altering the search status or capital structure, the corrected page 93 redemption table provides shareholders with accurate mathematical baselines for evaluating potential cash outflows versus continued ownership ahead of a deal announcement. The explicit deferral of underwriting compensation until business combination closing signals that sponsor and underwriter economic incentives are tied strictly to transaction completion rather than offering mechanics.
What changed: A Division of Corporation Finance comment letter directed to Chief Executive Officer Christopher Hemmeter concerning Amendment No. 3 to Thayer Ventures Acquisition Corp II’s Registration Statement on Form S-1. The Division of Corporation Finance flagged specific mechanical inaccuracies requiring amendment. Why it matters: Because the SEC requires amendment responses before declaring the registration statement effective, the SPAC’s ability to price shares, fund the trust account currently valued at $10.417278807453416 per share, and initiate its business combination search remains paused. Each additional day resolving these comments extends the timeline beyond the May 9, 2025 amendment filing and the May 12, 2025 comment receipt, pushing closer to the hard 2027-02-16 redemption deadline.
What changed: A Form 8-A for registration of certain classes of securities pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, specifically registering Class A Ordinary Shares, fractional Rights, and Units for listing on The Nasdaq Stock Market LLC. According to the Form 8-A executed by the Registrant and signed by Co-Chief Executive Officer and Co-President Mark E. Farrell on May 9, 2025, this filing does not alter the redemption deadline of 2027-02-16, the existing trust value per share of $10.417278807453416, or the current SEARCHING status. It merely confirms ongoing administrative listing compliance. Regarding other substance, the filing incorporates by reference the 'Description of Securities' from Registration Statement No. 333-285830 (initially filed March 14, 2025), which sets forth that each Right entitles the holder to receive one-tenth (1/10) of one Class A Ordinary Share, and each Unit consists of one Class A Ordinary Share plus one such Right. The document asserts a par value of $0.0001 per share, identifies Cayman Islands as the jurisdiction of incorporation, assigns I.R.S. Employer Identification No. 98-1795713, and lists the principal executive office at 25852 McBean Parkway Suite 508 Valencia, CA. The Registrant makes no assertions regarding customers, revenue, market size, acquisition strategy, technology, partnerships, litigation, or material personnel changes in this form. Why it matters: For investors monitoring redemption windows, trust accounting, extension triggers, and business combination progress, this filing carries no operational shift. The unmodified deadline of 2027-02-16 and the preserved trust balance of $10.417278807453416 confirm that the sponsor has neither sought an amendment to extend operations nor initiated a tender or redemption solicitation. The registration maintains the Nasdaq listing infrastructure and standardized security structure (Shares/Rights/Units) required to facilitate a future transaction once a target is identified. Investors should look to subsequent S-1 amendments, preliminary proxy statements, or 8-Ks announcing a Definitive Merger Agreement for substantive deal progression.
What changed: Amendment No. 3 to Registration Statement on Form S-1 (preliminary prospectus) for the initial public offering of 17,500,000 units at $10.00 per unit by Thayer Ventures Acquisition Corporation II, a blank check company searching for a travel and transportation technology target. This amendment updates the prospectus with audited financial statements for the period from April 23, 2024 (inception) through December 31, 2024, and includes a going concern explanatory paragraph. It also reflects the increase in founder shares to 6,708,333 after March 2025 subscription agreement amendments and an updated dilution table. No target business has been identified or discussed, and no substantive negotiations with any target are reported. Why it matters: This filing provides the full terms of the SPAC's IPO, including a $175 million trust ($10.00 per unit), a 21-month completion window, redemption and extension provisions, sponsor compensation and dilution disclosures, and risk factors. It does not announce a business combination or indicate any change in the search status. The audited financials confirm a working capital deficit and going concern uncertainty.
What changed: A regulatory correspondence (CORRESP) from legal counsel Cooley LLP on behalf of Thayer Ventures Acquisition Corporation II, responding to comments from the SEC Division of Corporation Finance staff regarding the company’s April 3, 2025, Form S-1 registration statement. Per the filing, Cooley LLP writes that the SEC staff, via a letter dated April 10, 2025, requested clarifications on three points. The Company responds that it revised disclosure on pages 1, 6, 50, 53, 105, and 122 of Amendment No. Why it matters: According to the correspondence, the amended letter agreement term dictates how newly purchased shares will be counted toward shareholder approval votes, directly altering the mathematical threshold needed to close a deal alongside investor redemptions. The required disclosure on extension parameters informs the investment community of the precise procedural boundaries governing any push to continue searching past the standard 21-month horizon, which establishes the definitive timeline for capital commitment and exit options.
What changed: Amendment No. 2 to Form S-1 registration statement for initial public offering of Thayer Ventures Acquisition Corp II, a blank check company seeking a business combination in travel and transportation technology. Updated audited financial statements as of December 31, 2024; added auditor's going concern opinion; filed Letter Agreement (Exhibit 10.4) with sponsor and insiders regarding lock-up, voting, and indemnification; updated share count and capitalization tables; confirmed no target identified and no substantive discussions initiated. Why it matters: This amendment advances the SPAC's IPO process. The audited financial statements show a working capital deficit and going concern uncertainty that will be resolved by the IPO proceeds. The trust is expected to hold $10.00 per unit initially. Investors should note the 21-month deadline from closing, the nominal founder share price ($0.004), and the high dilution potential. No target has been selected; the SPAC remains in searching status.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.