Item 1.01. Entry into a Definitive Material Agreement.
As previously announced, in connection with the entry into the Business
Combination Agreement, dated June 30, 2021 (the "Business Combination
Agreement"), by and among Thayer Ventures Acquisition Corporation ("Thayer"),
Inspirato LLC ("Inspirato") and certain other affiliated entities, Thayer
concurrently entered into separate subscription agreements (the "Subscription
Agreements") with a number of investors (the "PIPE Investors"), pursuant to
which the PIPE Investors agreed to purchase approximately 10.3 million shares of
Thayer Class A common stock, at a purchase price per share of $10.00 per share,
for an aggregate purchase price of $103.5 million (the "PIPE"). The closing of
the PIPE pursuant to the Subscription Agreements will take place substantially
concurrently with the consummation of the Business Combination.
The Subscription Agreements were scheduled to terminate in accordance with their
terms on December 30, 2021, if the Business Combination and PIPE had not been
consummated by then. While Thayer and Inspirato had intended to consummate the
Business Combination and PIPE by such date, the Registration Statement on Form
S-4, as amended (File No. 333-259570), filed by Thayer with the Securities and
Exchange Commission (the "SEC") and relating to the Business Combination, has
not yet been declared effective by the SEC. As previously announced, the parties
now expect the Business Combination and PIPE to close in the first quarter of
2022.
Accordingly, Thayer approached the PIPE Investors to provide them with the
opportunity to extend the termination date of the Subscription Agreements until
March 31, 2021 by amending the Subscription Agreements. Thayer has re-confirmed
commitments from the PIPE Investors through March 31, 2022 of an aggregate of
approximately 8.95 million shares of Thayer Class A Common Stock, for an updated
aggregate commitment of approximately $89.5 million, representing approximately
87% of the prior committed amount. Other than extending the termination date as
indicated above, there were no changes to the terms of the Subscription
Agreements as originally executed. Under the terms of the Business Combination
Agreement, Thayer and Inspirato mutually agreed to extend the outside date under
such agreement to March 31, 2022 without further amendment of such agreement.
Additional Information and Where to Find It
In connection with the previously announced proposed business combination
between the Company and Inspirato LLC, the Company filed a registration
statement on Form S-4 (the "Registration Statement") that includes a preliminary
proxy statement and prospectus with respect to the Company's securities to be
issued in connection with the proposed business combination that also
constitutes a preliminary prospectus of the Company and will mail a definitive
proxy statement/prospectus and other relevant documents to its shareholders. 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 the
Company's shareholders to be held to approve the proposed business combination
and other matters (the "Special Meeting") 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, the Company's shareholders 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 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 the Company's shareholders 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 Special Meeting. The Company's
shareholders 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 TVAC@mzgroup.us.
The information contained on, or that may be accessed through, the websites
referenced in this document is not incorporated by reference into, and is not a
part of, this document.
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Participants in Solicitation
The Company, Inspirato and their respective directors and officers may be deemed
participants in the solicitation of proxies of the Company's shareholders in
connection with the proposed business combination. The Company's shareholders
and other interested persons may obtain, without charge, more detailed
information regarding the directors and officers of the Company in the Company's
Annual Report on Form 10-K/A 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 the
Company's shareholders in connection with the proposed business combination and
other matters to be voted upon at the Special Meeting will be set forth in the
Registration Statement for the proposed business combination when available.
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 the Company has filed with the
SEC.
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 of 1933,
as amended.
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