SecProbe.io

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

CORRESP
 1
 filename1.htm

 CORRESP

 May 13, 2025
 VIA EDGAR Division of Corporation Finance
 Office of Real Estate & Construction United States
Securities and Exchange Commission 100 F Street, N.E.
 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
 Registration Statement on Form S-1 (the “Registration Statement”)
 File No. 333-285830 Ladies and
Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned,
for itself and the several underwriters, hereby join in the request of Thayer Ventures Acquisition Corporation II (the “Company”) that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to
become effective at 4:00 p.m., Eastern Time, on May 14, 2025, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Cooley LLP, requests by telephone that such Registration Statement be declared
effective. Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned wishes to advise you that there will be distributed
to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the
preliminary prospectus. The undersigned advises that the several underwriters have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. * * *
 [ Signature Page Follows ]

 Very truly yours,

 STIFEL, NICOLAUS & COMPANY,

  INCORPORATED

 By:

 /s/ Craig DeDomenico

 Name:

 Craig DeDomenico

 Title:

 Managing Director
 [ Signature Page to Underwriters’ Acceleration Request Letter ]

CORRESP
 1
 filename1.htm

 CORRESP

 Daniel S. Peale T: +1
202 842 7835 dpeale@cooley.com May 12, 2025
 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

  
 Amendment No. 3 to Registration Statement on Form S-1

  
 Filed May 9, 2025

  
 File No. 333-285830
 Ladies and Gentlemen: On behalf of Thayer Ventures Acquisition
Corporation II (the “ Company ”), we are providing this letter in response to comments (the “ Comments ”) received from the staff of the U.S. Securities and Exchange Commission’s Division of
Corporation Finance (the “ Staff ”) by letter dated May 12, 2025 with respect to Amendment No. 3 to the Company’s registration statement on Form S-1, filed on May 9, 2025
(the “ Registration Statement ”). The Company is concurrently filing Amendment No. 4 to the Registration Statement on Form S-1, which incorporates changes in response to the Comments
(the “ Amended Registration Statement ”). Set forth below are the Company’s responses to the Comments. The numbering of the
paragraphs below corresponds to the numbering of the Comments, which for your convenience we have incorporated into this response letter. Page references in the text of the Company’s responses correspond to the page numbers of the Amended
Registration Statement, as filed on the date hereof. Amendment No. 3 to Registration Statement on Form
 S-1 General

 1.
 We note that you have revised your disclosure of the amount to be reimbursed by the underwriters. Please
reconcile the $2,000,000 reimbursement amount with the reference to 2.0% of the aggregate gross proceeds of the Offering, less $1,625,000 in clause 3.9 of Exhibit 1.1. Clarify how you determined such amounts both without the over-allotment option
and including the exercise of such option. Response:   In response to the Staff’s Comment, the
Company has revised clause 3.9 of the form of underwriting agreement and refiled the revised form of underwriting agreement as Exhibit 1.1 to the Amended Registration Statement. As described on the cover page and elsewhere in the Amended
Registration Statement, the underwriting discounts and commissions payable upon the closing of this offering are not affected by the over-allotment option and any exercise of such option because the full amount of underwriting discounts and
commissions relating to any exercised portion of the over-allotment option is deferred to the closing date of any initial business combination. As a result, the underwriter reimbursement amount to the Company is similarly not affected by the
over-allotment option and any exercise of such option. The Company has revised the disclosure on page 87 of the Amended Registration Statement to clarify that the reimbursement amount is not impacted by the over-allotment option and any exercise of
such option.
 Cooley LLP  1299
Pennsylvania Avenue NW  Suite 700  Washington, DC  20004-2400 t: +1 202 842 7800  f: +1 202 842 7899
 cooley.com

 U.S. Securities and Exchange Commission
 May 12, 2025 Page Two

 Dilution

 2.
 We refer you to the presentation of NTBV redemption scenario disclosures on page 93. There appear to be
presentation errors within your table of information. For example, within your numerator amounts, the redemption amounts in the 100% of maximum redemption column appear to be missing brackets and the deferred underwriting commission for the full
over allotment amount within the 100% of maximum redemption column appears to be inconsistent with the other scenarios. In addition, it appears the row of amounts for total in your numerator calculation does not equal to the actual totals computed
with the amounts shown. Please clarify and/or revise accordingly to ensure the information presented is accurate and consistent with disclosures throughout your filing.
 Response:  In response to the Staff’s Comment, the Company has revised the disclosure on page 93 of the Amended Registration
Statement. Please contact me at (202) 842-7835 or Milson C. Yu at (650)
 843-5296 with any questions or further comments regarding our responses to the Staff’s Comments. Thank you in advance for your attention to this matter.

 Sincerely

 /s/ Daniel S. Peale

 Daniel S. Peale

 cc:
 Mark E. Farrell, Thayer Ventures Acquisition Corporation II
 Christopher Hemmeter, Thayer Ventures Acquisition Corporation II
 John T. McKenna, Cooley LLP
 Milson C. Yu, Cooley LLP
 Jonathan Ko, Paul Hastings LLP
 Cooley LLP  1299
Pennsylvania Avenue NW  Suite 700  Washington, DC  20004-2400 t: +1 202 842 7800  f: +1 202 842 7899
 cooley.com

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 12, 2025

Christopher Hemmeter
Chief Executive Officer
Thayer Ventures Acquisition Corp II
25852 McBean Parkway
Suite 508
Valencia, CA 91355

 Re: Thayer Ventures Acquisition Corp II
 Amendment No. 3 to Registration Statement on Form S-1
 Filed May 9, 2025
 File No. 333-285830
Dear Christopher Hemmeter:

 We have reviewed your amended registration statement and have the
following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Amendment No. 3 to Registration Statement on Form S-1
General

1. We note that you have revised your disclosure of the amount to be
reimbursed by the
 underwriters. Please reconcile the $2,000,000 reimbursement amount with
the
 reference to 2.0% of the aggregate gross proceeds of the Offering, less
$1,625,000 in
 clause 3.9 of Exhibit 1.1. Clarify how you determined such amounts both
without the
 over-allotment option and including the exercise of such option.
Dilution, page 92

2. We refer you to the presentation of NTBV redemption scenario disclosures
on page
 93. There appear to be presentation errors within your table of
information. For
 example, within your numerator amounts, the redemption amounts in the
100% of
 May 12, 2025
Page 2

 maximum redemption column appear to be missing brackets and the deferred
 underwriting commission for the full over allotment amount within the
100% of
 maximum redemption column appears to be inconsistent with the other
scenarios. In
 addition, it appears the row of amounts for total in your numerator
calculation does
 not equal to the actual totals computed with the amounts shown. Please
clarify and/or
 revise accordingly to ensure the information presented is accurate and
consistent with
 disclosures throughout your filing.
 Please contact Babette Cooper at 202-551-3396 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Stacie Gorman at 202-551-3585 or Ruairi Regan at 202-551-3269 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real Estate
& Construction
cc: John T. McKenna, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 Daniel S. Peale T: +1
202 842 7835 dpeale@cooley.com April 15, 2025
 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 Registration Statement on Form
 S-1 Filed April 3, 2025

  
 File No. 333-285830
 Ladies and Gentlemen: On behalf of Thayer Ventures Acquisition
Corporation II (the “ Company ”), we are providing this letter in response to comments (the “ Comments ”) received from the staff of the U.S. Securities and Exchange Commission’s Division of
Corporation Finance (the “ Staff ”) by letter dated April 10, 2025 with respect to the Company’s registration statement on Form S-1, filed on April 3, 2025 (the
“ Registration Statement ”). The Company is concurrently filing Amendment No. 2 to the Registration Statement on Form S-1, which incorporates changes in response to the Comments (the
“ Amended Registration Statement ”). Set forth below are the Company’s responses to the Comments. The numbering of the
paragraphs below corresponds to the numbering of the Comments, which for your convenience we have incorporated into this response letter. Page references in the text of the Company’s responses correspond to the page numbers of the Amended
Registration Statement, as filed on the date hereof. Amendment No. 1 to Registration Statement on Form S-1 filed April 3, 2025 Cover Page

 1.
 We note your response to prior comment 1. We note that you may seek to extend the time to complete a business
combination beyond 21 months. Please disclose whether there are any limitations on extensions, including the number of times you may seek to extend. Please see Item 1602(b)(4) of Regulation S-K.
 Response: In response to the Staff’s Comment, the Company has revised the disclosure on the cover page and pages 1,
6, 50, 53, 105 and 122 of the Amended Registration Statement.
 Cooley LLP 1299
Pennsylvania Avenue NW Suite 700 Washington, DC 20004-2400 t: +1 202 842 7800 f: +1 202 842 7899 cooley.com

 U.S. Securities and Exchange Commission
 April 15, 2025 Page Two

 Part II—Information not Required in Prospectus
 Exhibits and Financial Statement Schedules, page II-2

 2.
 Please reconcile your disclosure on page 20 that shares purchased “in compliance with the requirements of
Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction” with clause 1 of the letter agreement filed as Exhibit 10.4.
 Response: In response to the Staff’s Comment, the Company has revised clause 1 of the letter agreement filed as Exhibit 10.4.
 Consent of Independent Registered Public Accounting Firm, page 1

 3.
 We note that the most recent auditor’s consent dated April 3, 2025, refers to an audit report dated
March 14, 2025, when the audit report included in this filing is dated April 3, 2025. In your next amendment, please provide an auditor’s consent that refers the correct audit report date.
 Response: In response to the Staff’s Comment, the Company respectfully confirms that the date of the audit report in the auditor’s
consent filed with the Amended Registration Statement refers to the correct audit report date.
 Cooley LLP 1299 Pennsylvania Avenue NW Suite 700 Washington, DC 20004-2400
 t: +1 202 842 7800 f: +1 202 842 7899 cooley.com

 U.S. Securities and Exchange Commission
 April 15, 2025 Page Three

 Please contact me at (202) 842-7835 or Milson C. Yu at (650) 843-5296 with any questions or further comments regarding our responses to the Staff’s Comments. Thank you in advance for your attention to this matter.

 Sincerely

 /s/ Daniel S. Peale

 Daniel S. Peale

 cc:
 Mark E. Farrell, Thayer Ventures Acquisition Corporation II
 Christopher Hemmeter, Thayer Ventures Acquisition Corporation II
 John T. McKenna, Cooley LLP
 Milson C. Yu, Cooley LLP
 Jonathan Ko, Paul Hastings LLP
 Cooley LLP 1299 Pennsylvania Avenue NW Suite 700 Washington, DC 20004-2400
 t: +1 202 842 7800 f: +1 202 842 7899 cooley.com

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 10, 2025

Christopher Hemmeter
Chief Executive Officer
Thayer Ventures Acquisition Corp II
25852 McBean Parkway
Suite 508
Valencia, CA 91355

 Re: Thayer Ventures Acquisition Corp II
 Amendment No. 1 to Registration Statement on Form S-1
 Filed April 3, 2025
 File No. 333-285830
Dear Christopher Hemmeter:

 We have reviewed your amended registration statement and have the
following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our March 24,
2025, letter.

Amendment No. 1 to Registration Statement on Form S-1
Cover Page

1. We note your response to prior comment 1. We note that you may seek to
extend the
 time to complete a business combination beyond 21 months. Please
disclose whether
 there are any limitations on extensions, including the number of times
you may seek
 to extend. Please see Item 1602(b)(4) of Regulation S-K.
Part II - Information not Required in Prospectus
Exhibits and Financial Statement Schedules, page II-2

2. Please reconcile your disclosure on page 20 that shares purchased "in
compliance with
 the requirements of Rule 14e-5 under the Exchange Act would not be voted
in favor
 April 10, 2025
Page 2

 of approving the business combination transaction" with clause 1 of the
letter
 agreement filed as Exhibit 10.4.
Consent of Independent Registered Public Accounting Firm, page 1

3. We note that the most recent auditor's consent dated April 3, 2025
refers to an audit
 report dated March 14, 2025, when the audit report included in this
filing is dated
 April 3, 2025. In your next amendment, please provide an auditor's
consent that refers
 the correct audit report date.
 Please contact Babette Cooper at 202-551-3396 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Stacie Gorman at 202-551-3585 or Ruairi Regan at 202-551-3269 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: John T. McKenna, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 Daniel S. Peale T: +1
202 842 7835 dpeale@cooley.com April 2, 2025
 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 Registration Statement on Form S-1 Filed
 March 14, 2025 File
 No. 333-285830
 Ladies and Gentlemen: On
behalf of Thayer Ventures Acquisition Corporation II (the “ Company ”), we are providing this letter in response to comments (the “ Comments ”) received from the staff of the U.S. Securities and Exchange
Commission’s Division of Corporation Finance (the “ Staff ”) by letter dated March 24, 2025 with respect to the Company’s registration statement on Form S-1, filed on
March 14, 2025 (the “ Registration Statement ”). The Company is concurrently filing Amendment No. 1 to the Registration Statement on Form S-1, which incorporates changes in
response to the Comments (the “ Amended Registration Statement ”). Set forth below are the Company’s responses to the
Comments. The numbering of the paragraphs below corresponds to the numbering of the Comments, which for your convenience we have incorporated into this response letter. Page references in the text of the Company’s responses correspond to the
page numbers of the Amended Registration Statement, as filed on the date hereof. Registration Statement on Form
 S-1 filed March 14, 2025 Cover Page

 1.
 We note your response to prior comment 3 that you no longer expect to seek extensions of the completion window
and your revised disclosure. It remains unclear whether you may extend the completion window. Please state clearly whether you may seek to extend the time to complete a business combination, including any limitations on extensions. Please refer to
Item 1602(b)(4) of Regulation S-K. Response: In response to the Staff’s
Comment, the Company has revised the disclosure on the cover page and pages 1, 6, 50, 105 and 122 of the Amended Registration Statement.
 Cooley LLP 1299 Pennsylvania Avenue NW Suite 700 Washington, DC 20004-2400
 t: +1 202 842 7800 f: +1 202 842 7899 cooley.com

 U.S. Securities and Exchange Commission
 April 2, 2025 Page Two

 Conflicts of Interest, page 36

 2.
 Refer to prior comment 5. Given that officers or directors are or will be required to present a business
combination opportunity to other entities, please state clearly that there may be actual or potential material conflicts of interest between your directors and officers, sponsor and its affiliates on the one hand, and purchasers in this offering on
the other hand given the officers or directors are required to present any business combination opportunity to other entities. Explain clearly your basis for the statement that you do not believe such conflicts will materially impact your ability to
complete your initial business combination. Response: In response to the Staff’s Comment, the Company has revised
the disclosure on pages 14, 37, 66, 67 and 112 of the Amended Registration Statement. Financial Statements
 Notes to Financial Statements, page F-7

 3.
 Please tell us how you have complied with the reportable segment disclosure requirements pursuant to ASU 2023-07 and revise accordingly. Response: In response to the Staff’s Comment, the
Company has revised the disclosure on pages F-12, F-17 and F-18 of the Amended Registration Statement to include the adoption of ASU 2023-07 and the corresponding segment reporting footnote.
 Cooley LLP 1299 Pennsylvania Avenue NW Suite
700 Washington, DC 20004-2400 t: +1 202 842 7800 f: +1 202 842 7899 cooley.com

 U.S. Securities and Exchange Commission
 April 2, 2025 Page Three

 Please contact me at (202) 842-7835 or Milson C. Yu at (650) 843-5296 with any questions or further comments regarding our responses to the Staff’s Comments. Thank you in advance for your attention to this matter.

 Sincerely

 /s/ Daniel S. Peale

 Daniel S. Peale

 cc:

 Mark E. Farrell, Thayer Ventures Acquisition Corporation II
 Christopher Hemmeter, Thayer Ventures Acquisition Corporation II
 John T. McKenna, Cooley LLP Milson C. Yu, Cooley LLP
 Jonathan Ko, Paul Hastings LLP
 Cooley LLP 1299 Pennsylvania Avenue
NW Suite 700 Washington, DC 20004-2400 t: +1 202 842 7800 f: +1 202 842 7899 cooley.com

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 24, 2025

Christopher Hemmeter
Chief Executive Officer
Thayer Ventures Acquisition Corp II
25852 McBean Parkway
Suite 508
Valencia, CA 91355

 Re: Thayer Ventures Acquisition Corp II
 Registration Statement on Form S-1
 Filed March 14, 2025
 File No. 333-285830
Dear Christopher Hemmeter:

 We have reviewed your registration statement and have the following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our February 24,
2025 letter.

Form S-1 filed March 14, 2025
Cover Page

1. We note your response to prior comment 3 that you no longer expect to
seek
 extensions of the completion window and your revised disclosure. It
remains unclear
 whether you may extend the completion window. Please state clearly
whether you
 may seek to extend the time to complete a business combination,
including any
 limitations on extensions. Please refer to Item 1602(b)(4) of Regulation
S-K.
Conflicts of Interest, page 36

2. Refer to prior comment 5. Given that officers or directors are or will
be required to
 present a business combination opportunity to other entities, please
state clearly
 that there may be actual or potential material conflicts of interest
between your
 March 24, 2025
Page 2

 directors and officers, sponsor and its affiliates on the one hand, and
purchasers in this
 offering on the other hand given the officers or directors are required
to present
 any business combination opportunity to other entities. Explain clearly
your basis for
 the statement that you do not believe such conflicts will materially
impact your ability
 to complete your initial business combination.
Financial Statements
Notes to Financial Statements, page F-7

3. Please tell us how you have complied with the reportable segment
disclosure
 requirements pursuant to ASU 2023-07 and revise accordingly.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Babette Cooper at 202-551-3396 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Stacie Gorman at 202-551-3585 or Ruairi Regan at 202-551-3269 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: John T. McKenna, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 Daniel S. Peale T: +1
202 842 7835 dpeale@cooley.com March 14, 2025
 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 Amendment No. 1 to Draft Registration
 Statement on Form S-1 Submitted January 30, 2025
 CIK No. 0001872228 Ladies and
Gentlemen: On behalf of Thayer Ventures Acquisition Corporation II (the “ Company ”), we are providing this letter in response to
comments (the “ Comments ”) received from the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “ Staff ”) by letter dated February 24, 2025 with respect
to Amendment No. 1 to the Company’s’ draft registration statement on Form S-1, confidentially submitted on January 30, 2025. The Company is concurrently filing its Registration Statement on
Form S-1, which incorporates changes in response to the Comments (the “ Registration Statement ”).
 Set forth below are the Company’s responses to the Comments. The numbering of the paragraphs below corresponds to the numbering of the Comments, which
for your convenience we have incorporated into this response letter. Page references in the text of the Company’s responses correspond to the page numbers of the Registration Statement, as filed on the date hereof.
 Amendment No. 1 to Draft Registration Statement on Form S-1 filed January 30,
2025 Cover Page

 1.
 We note your response to prior comment 1 and reissue our comment in part. We note your disclosure on page 29
that “in no event will [you] redeem [your] public shares in an amount that would cause [your] net tangible assets to be less than $5,000,001.” Please revise your disclosure in paragraph 4 to reflect this limitation. Please also revise your
disclosure on page 29 to reflect the 15% limitation on redemptions. Please refer to Items 1602(a)(2) and 1602(b)(3) of Regulation S-K.
 Cooley LLP 1299
Pennsylvania Avenue NW Suite 700 Washington, DC 20004-2400 t: +1 202 842 7800 f: +1 202 842 7899 cooley.com

 U.S. Securities and Exchange Commission
 March 14, 2025 Page Two

 Response: In response to the Staff’s Comment, the Company has revised the disclosure on
the cover page and on pages 29 and 119 of the Registration Statement. Summary
 Initial Business Combination, page 6

 2.
 We note your response to prior comment 5 and your revisions on pages 9 and 70. Please expand your disclosure in
the summary to clarify that the financing arrangements result in costs particular to the de-SPAC process that would not be anticipated in a traditional IPO. Further, please disclose that the financing
arrangements are intended to ensure a return on investment to the investors in return for funds facilitating the sponsor’s completion of the business combination or providing sufficient liquidity. Please refer to Item 1602(b)(5) of Regulation S-K. Response: In response to the Staff’s Comment, the Company has revised the
disclosure on pages 9 and 69 of the Registration Statement. Ability to extend time to complete initial business combination, page 24

 3.
 We note your response to prior comment 11 and reissue in part. Please disclose the consequences to the sponsor
of not completing an extension of this time period. See Item 1602(b)(4) of Regulation S-K.
 Response: The Company respectfully advises the Staff that the Company no longer expects to seek extensions of the completion window and
accordingly has revised the disclosure on the cover page and on pages 1, 6, 24, 34, 50, 61 and 105 of the Registration Statement. Limited Payments to
Insiders, page 35

 4.
 We note in response to prior comment 12 you removed disclosure on page 143 indicating that you may pay a
finder’s fee, advisory fee, consulting fee, or success fee. However, it appears you added disclosure to the same effect on page 39. Please revise or advise.
 Response: In response to the Staff’s Comment, the Company has revised the disclosure on page 38 of the Registration Statement.
 Conflicts of Interest, page 36

 5.
 Please reconcile your disclosure on page 36 that [e]ach of our officers and directors presently has, and any of
them in the future may have, additional, fiduciary or contractual obligations to another entity, including private funds under the management of Thayer Ventures and their respective portfolio companies, pursuant to which such officer or director is
or will be required to present a business combination opportunity to such entity, with your disclosure on page 37 that we do not believe that the fiduciary duties or contractual obligations of our officers or directors will materially impact our
ability to complete our initial business combination, because the entities to which our officers and directors owe fiduciary duties or contractual obligations are not themselves in the business of engaging in business combinations.
 Response: In response to the Staff’s Comment, the Company has revised the disclosure on pages 14, 37, 38, 67 and 111
of the Registration Statement.
 Cooley LLP 1299
Pennsylvania Avenue NW Suite 700 Washington, DC 20004-2400 t: +1 202 842 7800 f: +1 202 842 7899 cooley.com

 U.S. Securities and Exchange Commission
 March 14, 2025 Page Three

 Proposed Business
 Accomplished Leadership Team with Track Record, page 105

 6.
 Please further revise your disclosure in response to prior comment 22 to disclose clearly the level of
redemptions for each of Thayer Ventures Acquisition Corporation and ExcelFin Acquisition Corporation. Response: In
response to the Staff’s Comment, the Company has revised the disclosure on page 104 of the Registration Statement.
 Cooley LLP 1299
Pennsylvania Avenue NW Suite 700 Washington, DC 20004-2400 t: +1 202 842 7800 f: +1 202 842 7899 cooley.com

 U.S. Securities and Exchange Commission
 March 14, 2025 Page Four

 Please contact me at (202) 842-7835 or Milson C. Yu at (650) 843-5296 with any questions or further comments regarding our responses to the Staff’s Comments. Thank you in advance for your attention to this matter.

 Sincerely
 /s/ Daniel S. Peale

 Daniel S. Peale

 cc:
 Mark E. Farrell, Thayer Ventures Acquisition Corporation II
 Christopher Hemmeter, Thayer Ventures Acquisition Corporation II
 John T. McKenna, Cooley LLP
 Milson C. Yu, Cooley LLP
 Jonathan Ko, Paul Hastings LLP
 Cooley LLP 1299
Pennsylvania Avenue NW Suite 700 Washington, DC 20004-2400 t: +1 202 842 7800 f: +1 202 842 7899 cooley.com

February 24, 2025
Christopher Hemmeter
Chief Executive Officer
Thayer Ventures Acquisition Corp II
25852 McBean Parkway
Suite 508
Valencia, CA 91355
Re:Thayer Ventures Acquisition Corp II
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted January 30, 2025
CIK No. 0001872228
Dear Christopher Hemmeter:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in
our October 17, 2024, letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Cover Page
1.We note your response to prior comment 1 and reissue our comment in part. We note
your disclosure on page 29 that "in no event will [you] redeem [your] public shares in
an amount that would cause [your] net tangible assets to be less than $5,000,001."
Please revise your disclosure in paragraph 4 to reflect this limitation. Please also
revise your disclosure on page 29 to reflect the 15% limitation on redemptions. Please
refer to Items 1602(a)(2) and 1602(b)(3) of Regulation S-K.

February 24, 2025
Page 2
Summary
Initial Business Combination, page 6
2.We note your response to prior comment 5 and your revisions on pages 9 and 70.
Please expand your disclosure in the summary to clarify that the financing
arrangements result in costs particular to the de-SPAC process that would not be
anticipated in a traditional IPO. Further, please disclose that the financing
arrangements are intended to ensure a return on investment to the investors in return
for funds facilitating the sponsor's completion of the business combination or
providing sufficient liquidity. Please refer to Item 1602(b)(5) of Regulation S-K.
Ability to extend time to complete initial business combination, page 24
3.We note your response to prior comment 11 and reissue in part. Please 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
4.We note in response to prior comment 12 you removed disclosure on page 143
indicating that you may pay a finder's fee, advisory fee, consulting fee, or success fee.
However, it appears you added disclosure to the same effect on page 39. Please revise
or advise.
Conflicts of Interest, page 36
5.Please reconcile your disclosure on page 36 that [e]ach of our officers and directors
presently has, and any of them in the future may have, additional, fiduciary or
contractual obligations to another entity, including private funds under the
management of Thayer Ventures and their respective portfolio companies, pursuant to
which such officer or director is or will be required to present a business combination
opportunity to such entity, with your disclosure on page 37 that we do not believe that
the fiduciary duties or contractual obligations of our officers or directors will
materially impact our ability to complete our initial business combination, because the
entities to which our officers and directors owe fiduciary duties or contractual
obligations are not themselves in the business of engaging in business combinations.
Proposed Business
Accomplished Leadership Team with Track Record , page 105
6.Please further revise your disclosure in response to prior comment 22 to disclose
clearly the level of redemptions for each of Thayer Ventures Acquisition Corporation
and ExcelFin Acquisition Corporation.

February 24, 2025
Page 3
            Please contact Babette Cooper at 202-551-3396 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters. Please
contact Stacie Gorman at 202-551-3585 or Ruairi Regan at 202-551-3269 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:John T. McKenna, Esq.

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