SecProbe.io

October 17, 2024
Christopher Hemmeter
Chief Executive Officer
Thayer Ventures Acquisition Corp II
25852 McBean Parkway
Suite 508
Valencia, CA 91355
Re:Thayer Ventures Acquisition Corp II
Draft Registration Statement on Form S-1
Submitted September 20, 2024
CIK No. 0001872228
Dear Christopher Hemmeter:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Form DRS S-1 filed September 20, 2024
Cover Page
1.We note your disclosure in paragraph 3 regarding the ability of shareholders to
redeem their shares. Please state whether the redemptions will be subject to any
limitations, such as the $5,000,001 net tangible asset requirement and for shareholders
holding more than 15% of the shares sold in the offering. See Item 1602(a)(2) of
Regulation S-K. We note your disclosure on pages 30 and 32 and elsewhere in the
prospectus.
We note your disclosure in paragraphs 9 and 10 of the cover page. Please revise to
state clearly the amount of compensation received or to be received by your sponsor,
its affiliates, and promoters, and securities issued or to be issued by you to such 2.

October 17, 2024
Page 2
persons and the price paid. Please also describe the extent to which the conversion of
the working capital loans into warrants and their cashless exercise, for example, may
result in a material dilution of the purchasers' equity interests. See Item 1602(a)(3) of
Regulation S-K. Please revise to include a cross reference to the disclosure in the
Certain Relationships and Related Party Transactions section.
3.Where you discuss conflicts of interest on the cover page, please revise to state
whether there may be actual or potential conflicts of interest between the SPAC
sponsor, its affiliates, or promoters, and the purchasers of the units in the offering.
Please revise to include cross references to all related disclosures. See Item 1602(a)(5)
of Regulation S-K.
4.Please revise the disclosure regarding the Class B ordinary shares on the prospectus
cover page to clearly disclose, as stated on page 14, that only holders of your Class B
ordinary shares will have the right to vote on the appointment or removal of directors.
Summary
Initial Business Combination, page 6
5.We note your disclosure that you do not anticipate needing additional financing prior
to your business combination; however, we also note on page 44, that you may need
to seek third party financing in connection with your initial business combination and
on page 53 that you may issue notes or other debt securities, or otherwise incur
substantial debt, to complete your initial business combination. We also note the
references to affiliated joint acquisitions. Please provide disclosure regarding your
plans or expectations to seek additional financing including any plans you have
discussed internally about seeking financing, including through affiliated joint
acquisitions. Please describe how additional financings may impact unaffiliated
security holders. Disclose that the arrangements result in costs particular to the de-
SPAC process that would not be anticipated in a traditional IPO. If true, disclose that
the agreements are intended to ensure a return on investment to the investor in return
for funds facilitating the sponsor’s completion of the business combination or
providing sufficient liquidity. See Item 1602(b)(5) of Regulation S-K.
6.We note that you describe an “Affiliated Joint Acquisition” as an initial business
combination opportunity you pursue jointly with your sponsor. Please provide an
expanded description of the terms of any such joint opportunity. Explain whether an
affiliated joint acquisition would have any dilution effect on the public shareholders
including, for example, through the anti-dilution provisions of your Class B ordinary
shares.
7.We note your disclosure on page 39 that entities may co-invest with you "pursuant to
their rights contained in the forward purchase agreement." Please clarify if you have
entered into such an agreement and if so provide disclosure regarding its material
terms. File the agreement as an exhibit pursuant to Item 601(b)(10) of Regulation S-
K.
Please disclose that your ability to identify and evaluate a target company may be
impacted by significant competition among other SPACs in pursuing a business
combination transaction candidate and that significant competition may impact the
attractiveness of the acquisition terms that the SPAC will be able to negotiate. In this 8.

October 17, 2024
Page 3
regard, we note your disclosure on page 55 that you expect to encounter significant
competition from other entities having a business objective similar to yours and that
you may have a competitive disadvantage in successfully negotiating a business
combination.
Our Sponsor, page 8
9.Please revise the disclosures on page 8, outside of the tables, to describe the extent to
which the conversion of the working capital loans into private placement warrants and
the cashless exercise of such warrants, for example, may result in a material dilution
of the purchasers' equity interests. See Item 1602(b)(6) of Regulation S-K.
10.We note the disclosure on page 11 that "in order to facilitate our initial business
combination or for any other reason determined by our sponsor in its sole discretion,
our sponsor may surrender or forfeit, transfer or exchange our founder shares, private
placement warrants or any of our other securities, including for no consideration, as
well as subject any such securities to earn-outs or other restrictions, or otherwise
amend the terms of any such securities or enter into any other arrangements with
respect to any such securities." Please reconcile this disclosure with the transfer
restrictions disclosed elsewhere in your prospectus including on pages 21 and 133. To
the extent the sponsor may transfer the shares prior to a business combination please
add risk factor disclosure regarding any risk that the sponsor may remove itself as
sponsor from the company before identifying a business combination, including
through the unconditional ability to transfer the founder shares or otherwise.
Ability to extend time, page 24
11.Please disclose whether there are any limitations on extensions, including the number
of times you may seek to extend. Also disclose the consequences to the sponsor of not
completing an extension of this time period. See Item 1602(b)(4) of Regulation S-K.
Limited payments to insiders, page 35
12.Please reconcile your disclosure in this section with your disclosure in the third bullet
on page 130 that you may agree to pay your sponsor or a member of your
management team a finder’s fee, advisory fee, consulting fee or success fee in order to
effectuate the completion of your initial business combination.
Conflicts of Interest, page 36
Please revise your disclosure in this section to disclose the nominal price paid for the
founder shares and the conflict of interest in determining whether to pursue a business
combination, including that the founder shares and warrants will be worthless if you
do not complete a de-SPAC transaction within the allotted time. Also, disclose the
conflicts of interest relating to repayment of loans and reimbursements of out-of-
pocket expenses and expenses for office space, secretarial and administrative
services if you do not complete a de-SPAC transaction within the allotted time.
Address any conflicts that may arise if you agree to pay your sponsor or a member of
your management team a finder’s fee, advisory fee, consulting fee or success fee in
order to effectuate the completion of your initial business combination. Finally,
disclose the potential conflicts of interest arising from the ability to pursue a business 13.

October 17, 2024
Page 4
combination with a company that is affiliated with members of your management
team or Thayer Ventures. See Item 1602(b)(7) of Regulation S-K.
14.We note your disclosure that your sponsor and officers and directors may sponsor or
form other special purpose acquisition companies similar to yours or may pursue other
business or investment ventures during the period in which you are seeking an initial
business combination. Please clarify how opportunities to acquire targets are allocated
among SPACs.
15.We note the references to Affiliated Joint Acquisitions and a forward purchase
agreement in this section. Please provide a clear description of the actual or potential
material conflicts of interest which may arise from such acquisitions or agreements. It
is unclear, for example, whether the sponsor may acquire a direct interest in the target
at the same time as the SPAC completes the business combination and if so will they
be negotiating the terms together, will the purchase price be the same for both, and
does this present the sponsor with a conflict of interest in negotiating a business
combination agreement.
16.We note your statement on page 128 that you do not believe that any fiduciary duties
or contractual obligations of your officers or directors would materially affect your
ability to complete your business combination. Please revise to include the basis for
this belief and include a specific discussion regarding the basis with respect to any
other SPACs affiliated with your sponsor, directors, or officers.
Risk Factors, page 41
17.With a view toward disclosure, please tell us whether your sponsor is, is controlled
by, or has substantial ties with a non-U.S. person. If so, also include risk factor
disclosure that addresses how this fact could impact your ability to complete your
initial business combination. For instance, discuss the risk to investors that you may
not be able to complete an initial business combination with a U.S. target company
should the transaction be subject to review by a U.S. government entity, such as the
Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose that as a result, the pool of potential targets with which you could
complete an initial business combination may be limited.  Further, disclose that the
time necessary for government review of the transaction or a decision to prohibit the
transaction could prevent you from completing an initial business combination and
require you to liquidate. Disclose the consequences of liquidation to investors, such as
the losses of the investment opportunity in a target company, any price appreciation in
the combined company, and the warrants, which would expire worthless.
We note, on page 147, your disclosure that  any action, proceeding or claim against us
arising out of or relating in any way to the warrant agreement, including under the
Securities Act, will be brought and enforced in the courts of the State of New York or
the United States District Court for the Southern District of New York. Please disclose
whether this provision applies to actions arising under the Securities Act or Exchange
Act. If so, please also state that there is uncertainty as to whether a court would
enforce such provision. If the provision applies to Securities Act claims, please also
state that investors cannot waive compliance with the federal securities laws and the
rules and regulations thereunder. In that regard, we note that Section 22 of the 18.

October 17, 2024
Page 5
Securities Act creates concurrent jurisdiction for federal and state courts over all suits
brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder. Include risk factor disclosure as applicable.
If we are deemed to be an investment company under the Investment Company Act..., page
77
19.Please revise your risk factor to clarify that you could be deemed to be an Investment
Company at any point. Further, please disclose that if you are found to be operating as
an unregistered investment company, you may be required to change your
operations, wind down your operations, or register as an investment company under
the Investment Company Act. Also include disclosure with respect to the
consequences to investors if you are required to wind down your operations as a result
of this status, such as the losses of the investment opportunity in a target company and
any price appreciation in the combined company.
Use of Proceeds, page 81
20.We note that $450,000 will be held outside the trust account. Yet, the table on the
bottom of this page, shows expenses from cash held outside of the trust equal to $1.4
million. Please reconcile these amounts and revise as needed.
Dilution, page 86
21.We note your disclosure assuming that no ordinary shares and convertible equity or
debt securities are issued in connection with additional financing that you may seek in
connection with an initial business combination. Please expand your disclosure to
address potential sources of future dilution from additional financing including from
any Affiliated Joint Acquisition or forward purchase agreement.
Proposed Business, page 96
22.Please revise to include more detailed disclosure regarding any SPAC experience your
sponsor, affiliates, management may have. For example, you disclose that Mark E.
Farrell was previously involved with two publicly traded SPACs and that Christopher
Hemmeter served with Thayer Ventures Acquisition Corporation. Please revise to
disclose the name of the SPAC, the ticker symbol, any SPAC liquidations, and
information concerning any completed business combinations, including the financing
needed for the transactions and the level of redemptions. See Item 1603(a)(3) of
Regulation S-K.
23.We note your disclosure that Thayer Ventures Acquisition Holdings II LLC is owned
and controlled by Thayer Ventures. We also note your disclosure that Mark E. Farrell
and Christopher Hemmeter are senior members of the investment team of Thayer
Ventures. Please identify clearly the controlling persons of Thayer Ventures and
disclose, as of the most recent practicable date, the persons who have direct and
indirect material interests in the sponsor, Thayer Ventures Acquisition Holdings II
LLC, as well as the nature and amount of their interests. Please refer to Item
1603(a)(7) of Regulation S-K. Also, disclose whether the interests in the sponsor or
Thayer Ventures may be transferred to third parties. Revise to discuss the membership
interests in the sponsor that your independent directors will receive for their services.

October 17, 2024
Page 6
Transfers of Founder Shares, page 133
24.Please disclose any circumstances under which the sponsor may forfeit shares in
connection with a de-SPAC transaction, such as in connection with a PIPE financing
or earnout provision. See Item 1603(a)(6).
Certain Relationships and Related Party Transactions, page 135
25.We note your disclosure in this section that "if we increase or decrease the size of this
offering, we will effect a share dividend or share contribution back to capital or other
appropriate recapitalization mechanism, as applicable, with respect to our Class B
ordinary shares immediately prior to the consummation of the offering in such amount
as to maintain the ownership of our initial shareholders... at 20% of our issued and
outstanding ordinary shares upon the consummation of this offering." Please revise
your compensation disclosure, as applicable, to clarify whether the ownership of your
initial shareholders may be further adjusted in the case that additional Class A
ordin