SCHEDULE 13G: Tenor Capital Management and Affiliates Disclose 5% Stake in Thayer Ventures Acquisition Corporation II

Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah have jointly reported a 5.0% beneficial ownership stake in Thayer Ventures Acquisition Corporation II's Class A ordinary shares.

Summary

• Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah have filed a Schedule 13G, indicating beneficial ownership of Class A ordinary shares of Thayer Ventures Acquisition Corporation II.
• Each reporting person is deemed to beneficially own 1,000,000 Class A ordinary shares, which represents 5.0% of the outstanding class.
• The shares are held in the form of Units by Tenor Opportunity Master Fund, Ltd., where each Unit consists of one Class A ordinary share and one right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of an initial business combination.
• Tenor Capital Management Company, L.P. serves as the investment manager to Tenor Opportunity Master Fund, Ltd.
• Robin Shah is the managing member of Tenor Management GP, LLC, which is the general partner of Tenor Capital Management Company, L.P.
• The reporting persons share both voting and dispositive power over the 1,000,000 shares.
• The percentage of class is calculated based on 20,125,000 Units issued and outstanding, as stated in the Issuer's 8-K filed with the SEC on May 23, 2025.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership, providing no explicit positive or negative sentiment regarding the issuer's performance or prospects. It is a routine regulatory filing.

Risks

• The reporting persons disclaim beneficial ownership of the shares reported, except to the extent of their pecuniary interest therein, indicating a potential limitation on their direct control or influence over the issuer beyond their investment.

Future Outlook

The document is a beneficial ownership report and does not contain forward-looking statements or guidance regarding the issuer's future operations or financial performance.

Management Comments

• "By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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."

Industry Context

This filing is a standard disclosure for institutional investors acquiring a significant stake (5% or more) in a publicly traded company, in this case, a Special Purpose Acquisition Company (SPAC). It indicates an investment position by Tenor Capital Management, a firm specializing in investment management, in Thayer Ventures Acquisition Corporation II, which is likely seeking a business combination.

Stakeholder Impact

• Shareholders: The disclosure of a significant institutional investor's stake may be viewed as a signal of confidence or strategic interest in the company, potentially influencing investor perception.

Key Dates

Keywords

Thayer Ventures Acquisition Corporation II, Tenor Capital Management Company, Tenor Opportunity Master Fund, Robin Shah, Schedule 13G, beneficial ownership, Class A ordinary shares, SPAC, investment management, institutional investor