[SCHEDULE 13G] Thayer Ventures Acquisition Corporation II Unit SEC Filing

Rhea-AI Filing Summary

Bank of Montreal (BMO) is offering US$2,000 principal amount of unsecured Buffer Enhanced Return Notes, Series K, linked to the Utilities Select Sector SPDR Fund (XLU). The notes price on 28-Jul-2025, settle 31-Jul-2025 and mature 31-Jul-2028 (3-year tenor). They pay no coupon and will not be listed.

Payoff structure:

• Upside: 1-to-1 participation (100% leverage) in any positive price change of XLU from the Initial Level of $83.62.
• Downside buffer: first 15% decline is absorbed. If the Final Level falls below the $71.08 Buffer Level, investors lose 1% of principal for each 1% decline beyond the buffer, up to an 85% maximum loss.

Key economics: Price to public is 100%; agent (BMOCM) earns a 2.50% commission; proceeds to BMO 97.50%. BMO’s estimated initial value is $954.14 per $1,000, reflecting hedging and issuance costs (roughly 4.6% discount to issue price). Minimum denomination is $1,000 (CUSIP 06376EPK2). All payments are subject to BMO’s credit risk.

Risks highlighted: potential loss of up to 85% of principal, no periodic interest, limited liquidity (no exchange listing; BMOCM not obligated to make a market), uncertainty of U.S. tax treatment, and typical ETF-specific and sector concentration risks tied to utilities equities. The note’s value in secondary trading is expected to be below issue price and may be further reduced by bid/ask spreads and funding costs.

Investors seeking equity-like upside with partial downside protection may find the structure attractive, but should weigh illiquidity, credit exposure to BMO and the significant gap between issue price and estimated value.

Insights

Structured-Products Analyst

TL;DR: 1-for-1 upside, 15% buffer, unsecured; more retail product than market-moving news.

The pricing supplement outlines a small US$2,000 issuance—likely illustrative for the filing—of Buffer Enhanced Return Notes tied to XLU. Economics are standard: 100% upside, 15% soft protection, no cap. The 4.6% difference between issue price and estimated value is within typical retail structured-note ranges, but still a cost to investors. Credit risk, no coupons, and illiquidity limit institutional appeal. For BMO, the deal is immaterial to earnings and leverage ratios; for buyers, risk/return hinges on a benign or positive utilities sector over three years. Overall market impact: negligible.

Credit & Liquidity Risk Specialist

TL;DR: Investors shoulder BMO credit risk plus 85% tail loss; secondary liquidity expected thin.

Because the notes are senior unsecured obligations, any deterioration in BMO’s credit spreads will pressure valuations. Absence of listing confines exit routes to BMOCM, where bids will subtract funding, hedging and inventory costs—often 3-5% below model value. Buffer notes historically trade at 92-95 cents on the dollar shortly after issuance. The 15% buffer covers only mild sector drawdowns; a rate-driven utilities sell-off could quickly breach that threshold. Tax treatment remains uncertain, adding another investor headache. I class the risk profile as elevated relative to conventional bonds.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Thayer Ventures Acquisition Corp II

(Name of Issuer)

Class A ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

G87890128

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G87890128

1

Names of Reporting Persons

Bank of Montreal

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,266,700.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,266,700.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,266,700.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.18 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

CUSIP No. G87890128

1

Names of Reporting Persons

BANK OF MONTREAL HOLDING INC.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,266,700.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,266,700.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,266,700.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.18 %

12

Type of Reporting Person (See Instructions)

BK

SCHEDULE 13G

CUSIP No. G87890128

1

Names of Reporting Persons

BMO NESBITT BURNS INC.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,266,700.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,266,700.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,266,700.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.18 %

12

Type of Reporting Person (See Instructions)

BD

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Thayer Ventures Acquisition Corp II
(b)	Address of issuer's principal executive offices: 25852 MCBEAN PARKWAY, SUITE 508, VALENCIA, CALIFORNIA 91355
Item 2.
(a)	Name of person filing: Bank of Montreal BANK OF MONTREAL HOLDING INC. BMO NESBITT BURNS INC.
(b)	Address or principal business office or, if none, residence: 1 First Canadian Place Toronto, Ontario, Canada M5X1A1
(c)	Citizenship: Bank of Montreal - CANADA (FEDERAL LEVEL) BANK OF MONTREAL HOLDING INC. - CANADA (FEDERAL LEVEL) BMO NESBITT BURNS INC. - CANADA (FEDERAL LEVEL)
(d)	Title of class of securities: Class A ordinary shares, par value $0.0001 per share
(e)	CUSIP No.: G87890128
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 1,266,700
(b)	Percent of class: 6.18 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Bank of Montreal - 0 BANK OF MONTREAL HOLDING INC. - 0 BMO NESBITT BURNS INC. - 0
	(ii) Shared power to vote or to direct the vote: Bank of Montreal - 1,266,700 BANK OF MONTREAL HOLDING INC. - 1,266,700 BMO NESBITT BURNS INC. - 1,266,700
	(iii) Sole power to dispose or to direct the disposition of: Bank of Montreal - 0 BANK OF MONTREAL HOLDING INC. - 0 BMO NESBITT BURNS INC. - 0
	(iv) Shared power to dispose or to direct the disposition of: Bank of Montreal - 1,266,700 BANK OF MONTREAL HOLDING INC. - 1,266,700 BMO NESBITT BURNS INC. - 1,266,700
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The securities reported herein are held in the ordinary course of business of the Reporting Person acting as prime broker on behalf of certain clients who have the power to direct the receipt of dividends from, or the proceeds from the sale of such securities.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Documents
Item 8.	Identification and Classification of Members of the Group.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any syndicate or group with respect to the issuer or any securities of the issuer.
Item 9.	Notice of Dissolution of Group.
	Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any syndicate or group with respect to the issuer or any securities of the issuer.

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Bank of Montreal

Signature:	Kathryn Cenac
Name/Title:	Managing Director - Regulatory Solutions Group
Date:	07/31/2025

BANK OF MONTREAL HOLDING INC.

Signature:	Kathryn Cenac
Name/Title:	Managing Director - Regulatory Solutions Group
Date:	07/31/2025

BMO NESBITT BURNS INC.

Signature:	Kathryn Cenac
Name/Title:	Managing Director - Regulatory Solutions Group
Date:	07/31/2025