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CORRESP Filing

Thayer Ventures Acquisition Corp II
Date: May 13, 2025 · CIK: 0001872228 · Accession: 0001193125-25-118529

Offering / Registration Process

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File numbers found in text: 333-285830

Date
May 13, 2025
Author
/s/ Mark E. Farrell
Form
CORRESP
Company
Thayer Ventures Acquisition Corp II

Letter

Re: Thayer Ventures Acquisition Corporation II Acceleration Request for Registration Statement on Form S-1 File No. 333-285830 Requested Date: May 14, 2025 Requested Time: 4:00 p.m. Eastern Standard Time Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “ Act ”), Thayer Ventures Acquisition Corporation II (the “ Company ”) hereby requests that the effective date of the above-referenced registration statement (the “ Registration Statement ”) be accelerated to May 14, 2025, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Cooley LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act. Once the Registration Statement is effective, please orally confirm the event with our counsel, Cooley LLP by calling Milson C. Yu at (650) 843-5296 or Daniel S. Peale at (202) 842-7835. We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time and date of the Registration Statement be sent to our counsel, Cooley LLP, Attention: Milson C. Yu and Daniel S. Peale, by email at myu@cooley.com and dpeale@cooley.com. [Remainder of page left intentionally blank]

Thayer Ventures Acquisition Corporation II 25852 McBean Parkway Suite 508 Valencia, CA 91355 May 13, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction Washington, D.C. 20549

Attn: Stacie Gorman, Staff Attorney Ruairi Regan, Staff Attorney Babette Cooper, Staff Accountant Wilson Lee, Staff Accountant

If you have any questions regarding this request, please contact Milson C. Yu of Cooley LLP at (650) 843-5296 or Daniel S. Peale of Cooley LLP at (202) 842-7835.

Sincerely,
Thayer Ventures Acquisition Corporation II

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CORRESP
 1
 filename1.htm

 CORRESP

 Thayer Ventures Acquisition Corporation II
 25852 McBean Parkway
 Suite 508 Valencia, CA
91355 May 13, 2025 VIA EDGAR
 U.S. Securities and Exchange Commission Division of Corporation
Finance Office of Real Estate & Construction
 Washington, D.C. 20549

 Attn:
 Stacie Gorman, Staff Attorney
 Ruairi Regan, Staff Attorney
 Babette Cooper, Staff Accountant
 Wilson Lee, Staff Accountant

 Re:
 Thayer Ventures Acquisition Corporation II
 Acceleration Request for Registration Statement on Form S-1
 File No. 333-285830
 Requested Date:  May 14, 2025
 Requested Time: 4:00 p.m. Eastern Standard Time
 Ladies and Gentlemen: Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “ Act ”), Thayer Ventures Acquisition Corporation II (the “ Company ”) hereby requests that the effective date of the above-referenced registration statement (the
“ Registration Statement ”) be accelerated to May 14, 2025, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Cooley LLP, request by telephone that such Registration Statement be
declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.
 Once the Registration Statement is effective, please orally confirm the event with our counsel, Cooley LLP by calling Milson C. Yu at (650) 843-5296 or Daniel S. Peale at (202) 842-7835. We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the
effective time and date of the Registration Statement be sent to our counsel, Cooley LLP, Attention: Milson C. Yu and Daniel S. Peale, by email at myu@cooley.com and dpeale@cooley.com.
 [Remainder of page left intentionally blank]

 If you have any questions regarding this request, please contact Milson C. Yu of Cooley LLP
at (650) 843-5296 or Daniel S. Peale of Cooley LLP at (202) 842-7835.

 Sincerely,

 Thayer Ventures Acquisition Corporation II

 /s/ Mark E. Farrell

 Mark E. Farrell

 Co-Chief Executive Officer, Co-President and Chief Financial Officer

 cc:
 Milson Yu, Esq., Cooley LLP
 Daniel S. Peale, Esq., Cooley LLP