Item 1.01. Entry into a Definitive Material Agreement.
On September 15, 2021, TVAC entered into an Amendment (the "Amendment") to the
Business Combination Agreement (the "Business Combination Agreement"), dated
June 30, 2021, by and among TVAC, Passport Merger Sub I Inc., a Delaware
corporation and wholly-owned subsidiary of TVAC ("Blocker Merger Sub 1"),
Passport Merger Sub II Inc., a Delaware corporation and wholly-owned subsidiary
of TVAC ("Blocker Merger Sub 2"), Passport Merger Sub III Inc., a Delaware
corporation and wholly-owned subsidiary of TVAC ("Blocker Merger Sub 3" and
together with Blocker Merger Sub 1 and Blocker Merger Sub 2, the "Blocker Merger
Subs", and together with the Company Merger Sub, the "Merger Subs"), KPCB
Investment I, Inc., a Delaware corporation ("KPCB Blocker"), Inspirato Group,
Inc., a Delaware corporation ("IVP Blocker"), W Capital Partners III IBC, Inc.,
a Delaware corporation ("W Capital Blocker", and together with KPCB Blocker and
the IVP Blocker, the "Blockers"), Passport Company Merger Sub, LLC a Delaware
limited liability company ("Company Merger Sub", and together with TVAC and the
Blocker Merger Subs, the "TVAC Parties"), and Inspirato LLC, a Delaware limited
liability company ("Inspirato"). Pursuant to the Business Combination Agreement,
(i) KPCB Blocker will merge with and into Blocker Merger Sub 1, with Blocker
Merger Sub 1 as the surviving company and wholly-owned subsidiary of TVAC (the
"KPCB Blocker Merger"), (ii) IVP Blocker will merge with an into Blocker Merger
Sub 2, with Blocker Merger Sub 2 as the surviving company and wholly-owned
subsidiary of TVAC (the "IVP Blocker Merger"), (iii) W Capital Blocker will
merge with and into Blocker Merger Sub 3, with Blocker Merger Sub 3 as the
surviving company and wholly-owned subsidiary of TVAC (the "W Capital Blocker
Merger," and together with the KPCB Blocker Merger and the IVP Blocker Merger
and any mergers involving blockers that are not party to the Business
Combination Agreement (if any), the "Blocker Mergers") and (iv) immediately
following the Blocker Mergers, Company Merger Sub will merge with and into
Inspirato, with Inspirato as the surviving company ("Surviving Company"),
resulting in Inspirato becoming a subsidiary of TVAC (the "Company Merger,"
together with the Blocker Mergers, the "Mergers" and together with the other
transactions related thereto, the "Proposed Transactions").
The Amendment provides, among other things, for the Surviving Company 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. In
connection with the Amendment, the form of Amended and Restated Limited
Liability Company Agreement and the form of Tax Receivable Agreement, each of
which will be entered into upon the closing of the Proposed Transactions, were
also amended accordingly. The Amendment is not intended to change the ultimate
governance or ownership structure between the Surviving Company and TVAC.
The foregoing description of the Amendment, including the changes to the forms
of Amended and Restated Limited Liability Company Agreement and Tax Receivable
Agreement, does not purport to be complete and is qualified in its entirety by
the terms and conditions of the Amendment, the form of Amended and Restated
Limited Liability Company Agreement and the form of Tax Receivable Agreement. A
copy of the Amendment is attached hereto as Exhibit 1.1, and the Business
Combination Agreement was filed as Exhibit 2.1 to the Current Report on Form
8-K, filed by TVAC with the Securities and Exchange Commission (the "SEC") on
June 30, 2021. Copies of the forms of Amended and Restated Limited Liability
Company Agreement and Tax Receivable Agreement are filed as exhibits to TVAC's
Registration Statement on Form S-4, filed by TVAC with the SEC on September 15,
2021. Each such exhibit is incorporated herein by reference.
Important Information About the Business Combination and Where to Find It
In connection with the proposed business combination, Thayer filed a
registration statement on Form S-4 (the "Registration Statement") that includes
a preliminary proxy statement and prospectus with respect to Thayer's securities
to be issued in connection with the proposed business combination that also
constitutes a preliminary prospectus of Thayer and will mail a definitive proxy
statement/ prospectus and other relevant documents to its stockholders. The
Registration Statement is not yet effective. The Registration Statement,
including the proxy statement/ prospectus contained therein, when it is declared
effective by the SEC, will contain important information about the proposed
business combination and the other matters to be voted upon at a meeting of
TVAC's stockholders to be held to approve the proposed business combination and
other matters and is not intended to provide the basis for any investment
decision or any other decision in respect of such matters. BEFORE MAKING ANY
VOTING DECISION, TVAC'S STOCKHOLDERS AND OTHER INTERESTED PERSONS ARE ADVISED TO
READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/
PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND ALL OTHER
RELEVANT
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DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. When available,
the definitive proxy statement/ prospectus will be mailed to TVAC stockholders
as of a record date to be established for voting on the proposed business
combination and the other matters to be voted upon at the TVAC Stockholders'
Meeting. TVAC stockholders will also be able to obtain copies of the definitive
proxy statement/ prospectus, without charge, once available, at the SEC's
website at www.sec.gov or by directing a request to: Thayer Ventures Acquisition
Corporation, 25852 McBean Parkway, Valencia, CA 91335, TVAC@mzgroup.us.
The information contained on, or that may be accessed through, the websites
referenced in this report is not incorporated by reference into, and is not a
part of, this report.
Participants in the Solicitation
TVAC, Inspirato and their respective directors and officers may be deemed
participants in the solicitation of proxies of TVAC stockholders in connection
with the proposed business combination. TVAC stockholders and other interested
persons may obtain, without charge, more detailed information regarding the
directors and officers ofTVAC in TVAC's Annual Report on Form 10-K for the year
ended December 31, 2020, as amended, which has been filed with the SEC.
Information regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies to TVAC stockholders in connection
with the proposed business combination and other matters to be voted upon at the
TVAC stockholders' meeting will be set forth in the Registration Statement for
the proposed business combination . Additional information regarding the
interests of participants in the solicitation of proxies in connection with the
proposed business combination has been included in the Registration Statement
that TVAC has filed with the SEC.
Forward-Looking Statements
This Current Report on Form 8-K/A may contain a number of "forward-looking
statements" as defined in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include information concerning TVAC's or Inspirato's
possible or assumed future results of operations, business strategies, debt
levels, competitive position, industry environment, potential growth
opportunities and the effects of regulation, including whether this proposed
business combination will generate returns for shareholders. These
forward-looking statements are based on TVAC's or Inspirato's management's
current expectations, estimates, projections and beliefs, as well as a number of
assumptions concerning future events. When used in this press release, the words
"estimates," "projected," "expects," "anticipates," "forecasts," "plans,"
"intends," "believes," "seeks," "may," "will," "should," "future," "propose" and
variations of these words or similar expressions (or the negative versions of
such words or expressions) are intended to identify forward-looking statements.
These forward-looking statements are not guarantees of future performance,
conditions or results, and involve a number of known and unknown risks,
uncertainties, assumptions and other important factors, many of which are
outside TVAC's or Inspirato's management's control, that could cause actual
results to differ materially from the results discussed in the forward-looking
statements. These risks, uncertainties, assumptions and other important factors
include, but are not limited to: (a) the occurrence of any event, change or
other circumstances that could give rise to the termination of the Business
Combination Agreement and the proposed business combination contemplated
thereby; (b) the inability to complete the proposed business combination due to
the failure to obtain approval of the shareholders of TVAC or other conditions
to closing in the Business Combination Agreement; (c) the ability to meet
Nasdaq's listing standards following the consummation of the proposed business
combination; (d) the inability to complete the PIPE; (e) the risk that the
proposed business combination disrupts current plans and operations of Inspirato
or its subsidiaries as a result of the announcement and consummation of the
transactions described herein; (f) the ability to recognize the anticipated
benefits of the proposed business combination, which may be affected by, among
other things, competition, the ability of the combined company to grow and
manage growth profitably, maintain relationships with customers and suppliers
and retain its management and key employees; (g) costs related to the proposed
business combination; (h) changes in applicable laws or regulations, including
legal or regulatory developments (such as the SEC's recently released statement
on accounting and reporting considerations for warrants in SPACs) which could
result in the need for TVAC to restate its historical financial statements and
cause unforeseen delays in the timing of the business combination and negatively
impact the trading price of TVAC's securities and the attractiveness of the
business combination to investors; (i) the possibility that Inspirato may be
adversely affected by
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other economic, business and/or competitive factors; (j) the ability to
implement business plans, forecasts, and other expectations after the completion
of the proposed transaction, and identify and realize additional opportunities;
(k) the risk of downturns in the travel and hospitality industry, including
residual effects of the COVID-19 pandemic; and (l) costs related to the
transaction and the failure to realize anticipated benefits of the transaction
or to realize estimated pro forma results and underlying assumptions, including
with respect to estimated shareholder redemptions. The foregoing list of factors
is not exhaustive. You should carefully consider the foregoing factors and the
other risks and uncertainties described in the "Risk Factors" section of the
Registration Statement above and discussed below and other documents filed by
TVAC from time to time with the SEC. These filings identify and address other
important risks and uncertainties that could cause actual events and results to
differ materially from those contained in the forward-looking statements. You
are cautioned not to place undue reliance upon any forward-looking statements,
which speak only as of the date made.
Except as required by law, neither TVAC nor Inspirato undertakes any obligation
to update or revise its forward-looking statements to reflect events or
circumstances after the date of this release. Additional risks and uncertainties
are identified and discussed in TVAC's reports filed with the SEC and available
at the SEC's website at www.sec.gov, including under "Risk Factors" in Part I,
Item 1A of TVAC's Annual Report on Form 10-K for the fiscal year ended
December 31, 2020, as amended, and in Part II, Item 1A of TVAC's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 2021.
Disclaimer
This communication is for informational purposes only and shall not constitute
an offer to sell, a solicitation of a proxy, consent or authorization or the
solicitation of an offer to buy any securities pursuant to the proposed business
combination or otherwise, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
1.1 Amendment to the Business Combination Agreement, dated September 15, 2021.
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