Verition Fund Management LLC and Nicholas Maounis report beneficial ownership of 1,030,188 Class A Ordinary Shares of Thayer Ventures Acquisition Corp II, representing approximately 5.03% of the 20,487,500 Class A shares outstanding as of June 30, 2025. The reported position reflects shared voting and shared dispositive power of 1,030,188 shares, while sole voting and dispositive power are reported as zero.
The filing clarifies that Class A shares underlying Unit Rights are excluded because those shares would only be received upon the issuer's initial business combination and are not exercisable within 60 days. The Reporting Persons certify the securities were acquired and are held in the ordinary course of business and not to influence control of the issuer.
Positive
Beneficial ownership of 1,030,188 Class A Ordinary Shares disclosed, representing approximately 5.03% of the Class A shares outstanding
Negative
None.
Insights
TL;DR: A disclosed 5.03% stake (1,030,188 shares) is material and reported as held in the ordinary course without sole control.
The Schedule 13G shows Verition Fund Management LLC and Nicholas Maounis may be deemed to beneficially own 1,030,188 Class A shares, equal to about 5.03% of the 20,487,500 shares outstanding. Reported power is shared voting and shared dispositive power, with no sole voting or dispositive power. The filing excludes contingent Class A shares underlying Unit Rights that are only receivable upon a business combination. The certification that the position is held in the ordinary course and not to influence control suggests a passive disclosure rather than an active control intent.
TL;DR: Shared control via an investment manager relationship is disclosed; no sole authority and contingent unit rights are excluded.
Verition Fund Management LLC serves as investment manager to Verition Multi-Strategy Master Fund Ltd. and Mr. Maounis is the managing member, which explains the reported shared voting and dispositive power over 1,030,188 shares. The filing explicitly excludes Unit Rights convertible only upon the issuer's initial business combination because they are not exercisable within 60 days. The Item 10 certification reiterates the position is ordinary-course and not intended to change issuer control, indicating a governance posture consistent with a passive investor disclosure.
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
Verition Fund Management LLC
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,030,188.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,030,188.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,030,188.00
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)
5.03 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP No.
G87890128
1
Names of Reporting Persons
Maounis Nicholas Matthew
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,030,188.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,030,188.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,030,188.00
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)
5.03 %
12
Type of Reporting Person (See Instructions)
IN, HC
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:
This Statement is filed on behalf of each of the following persons: Verition Fund Management LLC and Nicholas Maounis (collectively, the "Reporting Persons"). This Statement relates to Class A Ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") underlying units ("Units") held for the account of Verition Multi-Strategy Master Fund Ltd. Each Unit consists of one Class A Ordinary Share and one right (each a "Unit Right") entitling the holder to receive one-tenth of one Class A Ordinary Share upon the consummation of the Issuer's initial business combination. Verition Fund Management LLC serves as the investment manager to Verition Multi-Strategy Master Fund Ltd. Mr. Nicholas Maounis is the managing member of Verition Fund Management LLC. In such capacities, each of the Reporting Persons may be deemed to have voting and dispositive power over the securities held for Verition Multi-Strategy Master Fund Ltd.
(b)
Address or principal business office or, if none, residence:
The principal business office of each of the Reporting Persons is One American Lane, Greenwich, CT 06831.
(c)
Citizenship:
Verition Fund Management LLC is a Delaware limited liability company. Nicholas Maounis is a citizen of the United States.
(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:
As of June 30, 2025, the number of Class A Ordinary Shares the Reporting Persons may be deemed to beneficially own equals 1,030,188 Class A Ordinary Shares held by Verition Multi-Strategy Master Fund Ltd.
The amount beneficially owned by each Reporting Person excludes Class A Ordinary Shares underlying Unit Rights held by Verition Multi-Strategy Master Fund Ltd. that the Reporting Persons are entitled to receive only upon consummation of the Issuer's initial business combination, because the Reporting Persons do not have the right to acquire beneficial ownership of such Class A Ordinary Shares within 60 days.
(b)
Percent of class:
As of June 30, 2025, the number of Class A Ordinary Shares the Reporting Persons may be deemed to beneficially own constitutes approximately 5.03% of the Class A Ordinary Shares outstanding. This percentage is based on 20,487,500 Class A Ordinary Shares outstanding as of June 30, 2025, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on June 30, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
1,030,188
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
1,030,188
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.
Verition Multi-Strategy Master Fund Ltd. is known to have the right to receive dividends from, and proceeds from the sale of, the Class A Ordinary Shares covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons.
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 disclosure in Item 2 hereof.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
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.
What stake did Verition report in Thayer Ventures (TVAIU)?
1,030,188 Class A Ordinary Shares, representing approximately 5.03% of the Class A shares outstanding.
Who filed the Schedule 13G for TVAIU?
Verition Fund Management LLC and Nicholas Maounis filed the statement on behalf of Verition Multi-Strategy Master Fund Ltd.
Does the filer have sole voting or dispositive power over the shares?
No. The filing reports sole voting power: 0 and sole dispositive power: 0, with shared voting power: 1,030,188 and shared dispositive power: 1,030,188.
Are Class A shares underlying Unit Rights included in the ownership amount?
No. Class A shares underlying Unit Rights are excluded because they are only receivable upon the issuer's initial business combination and are not exercisable within 60 days.
How do the reporting persons characterize the acquisition?
They certify the securities were acquired and are held in the ordinary course of business and were not acquired to change or influence control of the issuer.
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