Inspirato LLC entered into a non-binding letter of intent to acquire Thayer Ventures Acquisition Corporation (NasdaqCM:TVAC) from Thayer Ventures Acquisition Holdings LLC, Glazer Capital, LLC, Polar Asset Management Partners Inc., CVI Investments, Inc. and others in a reverse merger transaction on June 18, 2021. Inspirato LLC entered into a definitive merger agreement to acquire Thayer Ventures Acquisition Corporation from Thayer Ventures Acquisition Holdings LLC, Glazer Capital, LLC, Polar Asset Management Partners Inc., CVI Investments, Inc. and others for $1.1 billion in a reverse merger transaction on June 30, 2021. The aggregate consideration to be paid to Inspirato unitholders, including in respect of the Blocker Equity Interests, is based on an equity valuation of Inspirato equal to $1.07 billion, subject to adjustments. The transaction values the pro forma company at an estimated enterprise value of $1.1 billion. Upon closing, the combined company will operate as Inspirato, and its Class A common stock is expected to be listed on Nasdaq under the ticker symbol “ISPO.” Upon closing of the business combination, the combined company will be named Inspirato. It is expected that the combined company will receive approximately $260 million of net cash proceeds, assuming no redemptions. Concurrently with the consummation of the business combination, a group of investors led by Janus Henderson Investors and Rodina has committed to participate in a private placement of approximately $100 million of Thayer's Class A common stock (the “PIPE”). This includes additional incremental capital from existing Inspirato shareholders Kleiner Perkins, IVP, Company founders Brent and Brad Handler, and others, reflecting their strong belief in the business and its growth prospects. There is approximately $176 million currently held in Thayer's trust account, assuming no redemptions by Thayer's shareholders. Existing Inspirato shareholders will roll 100% of their equity into the combined company. In terms of post-transaction ownership, existing Inspirato shareholders will hold approximately 78% of the stock of the combined company, with the PIPE investors owning approximately 7%, Thayer Ventures Acquisition Corporation shareholders owning approximately 13%, and Thayer Ventures Acquisition Holdings LLC owning approximately 2%.

The Surviving Company is to be managed by a five-person board of managers designated by TVAC and the other members holding outstanding vested new common units of the Surviving Company. The combined company will continue to be led by Founder and Chief Executive Officer Brent Handler, Founder and Executive Chairman of the Board Brad Handler, President David Kallery, and Chief Financial Officer Web Neighbor. Chris Hemmeter, Co-CEO of Thayer, will join the combined company's Board of Directors. The transaction is not expected to result in any layoffs. The obligations of Inspirato and TVAC to consummate the Proposed Transactions, including the Mergers, are subject to the satisfaction or waiver at or prior to the Closing of various conditions, including, among other things: (i) the accuracy of the representations and warranties of TVAC and Inspirato, respectively; (ii) the performance by TVAC and Inspirato, respectively, of its covenants and agreements; (iii) the absence of any material adverse effect that is continuing with respect to Inspirato between the date of the Business Combination Agreement and the date of the Closing, (iv) the approval of Inspirato's unitholders and TVAC's shareholders (and, in the case of the Blocker Mergers, the approval of such stockholders of the Blockers); (v) the effectiveness of a registration statement on Form S-4 (vi) the receipt of requisite government approvals, including approval related to the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, if any; (vii) TVAC having at least $5,000,001 of net tangible assets following the exercise of redemption rights provided in accordance with the organizational documents of TVAC; (viii) as a condition to TVAC's obligations, the delivery by Inspirato of a customary bringdown certificate and the Inspirato A&R LLCA; and (ix) as a condition to obligations of Inspirato and the Blockers, (a) the total cash and cash equivalents of TVAC as of immediately prior to the Closing, after giving effect to the redemptions and the PIPE, being no less than $140 million, (b) the delivery by TVAC of a customary bringdown certificate, (c) the listing of the shares of TVAC Class A Common Stock to be issued in connection with the Proposed Transactions, (d) the delivery of TVAC's signature pages to the Inspirato A&R LLCA, the Tax Receivable Agreement and the Registration Rights Agreement (e) the installment of TVAC's board of directors pursuant to the Registration Rights Agreement, (f) entry into the Sponsor Side Letter and the filing of TVAC's amended charter and adoption of TVAC's amended bylaws and other customary closing conditions. The boards of directors of Inspirato and Thayer have unanimously approved the business combination, which is expected to close in the fourth quarter of 2021. As of January 18, 2021, Thayer Ventures registration statement on Form S-4 has been declared effective by the U.S. Securities and Exchange Commission. As of December 3, 2021, The business combination is expected to close during the first quarter of 2022.

UBS Securities LLC is acting as financial advisor and capital markets advisor to Inspirato, and co-lead placement agent for institutional investors to Thayer. Tony Jeffries, Tiffany Pan, Adam Bloom, Ethan Lutske, Orlando Hodges, Cody Conwell, Dave Thomas, Jonathan Zhu, Derek Wallace, Scott McKinney, Christopher Paniewski, Mark Bonin, Whitman Shaw, Sunga Mkwezalamba, Abigail Givol, Stephanie Stark, Rebecca Stuart, Matt Staples, James McCann, David Perry and Martin Sul of Wilson Sonsini Goodrich & Rosati is acting as legal advisors to Inspirato. Evercore Group L.L.C. (“Evercore”) is acting as lead financial advisor to Thayer and co-lead placement agent for institutional investors to Thayer. Cooley is acting as legal advisor to Thayer. Mark A. Brod and Risë B. Norman of Simpson Thacher & Bartlett LLP is acting as legal advisor to UBS Securities LLC, Evercore Group L.L.C. and Stifel, Nicolaus & Company, Incorporated. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Thayer. Morrow Sodali LLC acted as information agent to Thayer Ventures. Thayer has agreed to pay Morrow Sodali a fee of $30,000. Piper Sandler & Company also acted as financial advisor to Inspirato.

Inspirato LLC completed the acquisition of Thayer Ventures Acquisition Corporation (NasdaqCM:TVAC) from Thayer Ventures Acquisition Holdings LLC, Glazer Capital, LLC, Polar Asset Management Partners Inc., CVI Investments, Inc. and others in a reverse merger transaction on February 11, 2022. The transaction was approved at a special meeting of Thayer Ventures' shareholders on February 8, 2022. The combined company will operate under name of Inspirato Incorporated. The resulting issuer will be led by Brent Handler, Co-Founder and CEO, and Brad Handler, Co-Founder and Executive Chairman. The Board of Directors will initially consist of Brent Handler, Brad Handler, Michael Armstrong, Eric Grosse, Ann Payne, and Scot Sellers.