References in this Quarterly Report on Form
10-Q/A
to "we," "us" or the "Company" refer to Thayer Ventures Acquisition Corporation.
References to the "sponsor" refer to Thayer Ventures Acquisition Holdings LLC.
The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with the financial statements and the
notes thereto contained elsewhere in this Quarterly Report.
Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form
10-Q
includes "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, or the Securities Act, and Section 21E of
the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are
not historical facts, and involve risks and uncertainties that could cause
actual results to differ materially from those expected and projected. All
statements, other than statements of historical fact included in this Quarterly
Report including, without limitation, statements in this "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
regarding our financial position, business strategy and the plans and objectives
of management for future operations, are forward-looking statements. Words such
as "expect," "believe," "anticipate," "intend," "estimate," "seek" and
variations and similar words and expressions are intended to identify such
forward-looking statements. Such forward-looking statements relate to future
events or future performance, but reflect management's current beliefs, based on
information currently available. A number of factors could cause actual events,
performance or results to differ materially from the events, performance and
results discussed in the forward-looking statements. For information identifying
important factors that could cause actual results to differ materially from
those anticipated in the forward-looking statements, please refer to the Risk
Factors section of our Annual Report on Form
10-K,
as amended, for the period ended December 31, 2020, or the Amended Annual
Report, filed with the U.S. Securities and Exchange
Commission, or the SEC, on December 2, 2021. Our securities filings can
be accessed on the EDGAR section of the SEC's website at www.sec.gov. Except as
expressly required by applicable law, we disclaim any intention or obligation to
update or revise any forward-looking statements whether as a result of new
information, future events or otherwise.
Overview
We are a blank check company incorporated in Delaware on July 31, 2020. We were
formed for the purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more
businesses, or the initial business combination. We are an "emerging growth
company," as defined in Section 2(a) of the Securities Act, as modified by the
Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") and, as such, we
are subject to all of the risks associated with early stage and emerging growth
companies.
As of September 30, 2021, we had not commenced any operations. All activity for
the period from July 31, 2020 (inception) through September 30, 2021 relates to
our formation and our initial public offering, or IPO. We will not generate any
operating revenues until after the consummation of our initial Business
Combination, at the earliest. We generate
non-operating
income in the form of income earned on investments held in Trust on cash and
cash equivalents from the proceeds derived from the IPO. We have selected
December 31 as our fiscal year end.
Our sponsor is Thayer Ventures Acquisition Holdings LLC, a Delaware limited
liability company. The registration statement for our IPO was declared effective
on December 10, 2020. On December 15, 2020, we closed the IPO and issued
17,250,000 units, which included 2,250,000 additional units to cover an
over-allotment option we granted to the underwriters, at $10.00 per unit,
generating gross proceeds of $172.5 million, and incurring offering costs of
$9.2 million, inclusive of $6.9 million in deferred underwriting commissions and
net of reimbursement from underwriters of $1.7 million. We refer to the shares
of Class A common stock included in the units as the public shares.
Simultaneously with the closing of the IPO, we consummated a private placement
of 7,175,000 warrants, at a price of $1.00 per private placement warrant, to our
sponsor, generating proceeds of $7.2 million.

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Upon the closing of the IPO and the private placement, $176.0 million ($10.20
per unit) of the net proceeds of the IPO and certain of the proceeds from the
private placement were placed in a trust account located in the United States
with Continental Stock Transfer & Trust Company acting as trustee, which will be
invested only in U.S. government treasury obligations with a maturity of 185
days or less or in money market funds meeting certain conditions under Rule
2a-7
under the Investment Company Act of 1940, as amended, which invest only in
direct U.S. government treasury obligations, as determined by us, until the
earlier of: (i) the completion of a business combination and (ii) the
distribution of the trust account as described below.
If we are unable to complete a business combination before June 15, 2022, which
is 18 months from the closing of our IPO, and our stockholders have not amended
our certificate of incorporation to extend such date, we will (i) cease all
operations except for the purpose of winding up; (ii) as promptly as reasonably
possible, but not more than ten business days thereafter, redeem the public
shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the
trust account, including interest (less taxes payable and up to $100,000 of
interest to pay dissolution expenses), divided by the number of then outstanding
public shares, which redemption will completely extinguish public stockholders'
rights as stockholders (including the right to receive further liquidating
distributions, if any); and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of the remaining stockholders and the
board of directors, liquidate and dissolve, subject in each case, to our
obligations under Delaware law to provide for claims of creditors and the
requirements of other applicable law.
Proposed Business Combination
On June 30, 2021, Thayer Ventures Acquisition Corporation, a Delaware
corporation ("TVAC" or "Thayer"), 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 (as defined below), 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"), entered
into a business combination agreement (the "Business Combination Agreement"),
pursuant to which (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").
Transaction Consideration
Upon the consummation of the Mergers, the aggregate consideration to be paid or
issued in exchange for the units of Inspirato will be (i) approximately
$1.07 billion (the "Valuation") of equity consideration, payable in the form of
shares of TVAC Class A Common Stock, in the case of the Blockers, or New Company
Units and shares of TVAC Class V Common Stock in the case of all other
unitholders of Inspirato, (ii) an amount in cash (if any), to be determined by
the Inspirato prior to the closing of the Proposed Transactions (the "Closing"),
subject to the limitations set forth in the Business Combination Agreement, and
(iii) certain rights under the Tax Receivables Agreement (as described below).
The Valuation will be adjusted upward on a
dollar-for-dollar
basis by (a) the amount by which Inspirato's net cash at the Closing exceeds
$20 million, and (b) the amount by which TVAC's transaction expenses exceeds
$15 million. The aggregate equity and cash consideration payable in the Mergers
will be allocated among the Blockers and other unitholders of Inspirato in
accordance with his, her or its respective pro rata share. Options to purchase
Common Units of Inspirato will be converted into options to purchase shares of
TVAC Class A Common Stock at an exchange ratio based on the value of equity and
cash consideration (but excluding the value of any rights payable under the Tax
Receivables Agreement) payable to the unitholders of Inspirato, and will be
subject to the same terms and conditions, including vesting.

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Refer to the Company's current report on Form
8-K,
filed with the SEC on June 30, 2021, for more information.
Liquidity and Going Concern
As of September 30, 2021, we had $396,000 outside of the trust account and
$74,000 of working capital (not taking into account approximately $174,000 in
tax obligations that may be paid using investment income classified in the Trust
Account).
Our liquidity needs to date have been satisfied through a payment of $25,000
from our sponsor to cover certain on our IPO in exchange for the issuance of the
founder shares, and loan proceeds from the sponsor of $400,000 under a
promissory note. We repaid the promissory note in full on December 15, 2020,
concurrent with the closing of our IPO. Subsequent to the closing of the IPO,
our liquidity needs have been satisfied through the net proceeds from the IPO
and the private placement that are held outside of the trust account.
In connection with the Company's assessment of going concern considerations in
accordance with FASB Accounting Standards Update ("ASU")
2014-15,
"Disclosures of Uncertainties about an Entity's Ability to Continue as a Going
Concern," management has determined that the mandatory liquidation and
subsequent dissolution raises substantial doubt about the Company's ability to
continue as a going concern. No adjustments have been made to the carrying
amounts of assets or liabilities should the Company be required to liquidate
after June 15, 2022. The financial statements do not include any adjustment that
might be necessary if the Company is unable to continue as a going concern.
Results of Operations
Our entire activity since inception through September 30, 2021, related to our
formation, the preparation for the IPO, and since the closing of the IPO, the
search for a prospective initial business combination. We have neither engaged
in any operations nor generated any revenues to date. We will not generate any
operating revenues until after completion of our initial business combination.
We generate
non-operating
income in the form of income earned on investments held in the Trust account. We
expect to incur increased expenses as a result of being a public company (for
legal, financial reporting, accounting and auditing compliance), as well as for
due diligence expenses.
For the three months ended September 30, 2021, we had net income of
$1.9 million, which consisted of approximately $2.4 million change in fair value
of derivative warrant liabilities, approximately $5,000 earned on investments
held in Trust Account of approximately, partially offset by general and
administrative expenses of approximately $480,000 and $50,000 of franchise tax
expense.
For the nine months ended September 30, 2021, we had net loss of $3.7 million,
which consisted of $1.3 million in general and administrative costs,
approximately $148,000 of franchise tax expense and approximately $2.3 million
change in fair value of derivative warrant liabilities, partially offset by
income earned on investments held in Trust Account of approximately $38,000.
For the period from July 31, 2020 (inception) through September 30, 2020, we had
net loss of $53,000, which consisted of $20,000 in general and administrative
costs and approximately $33,000 of franchise tax expense.
Contractual Obligations
Registration Rights
The holders of the founder shares and private placement warrants are entitled to
registration rights pursuant to a registration rights agreement we entered into
in connection with our IPO. The holders of these securities are entitled to make
up to three demands that we register such securities, subject to specified
conditions. In addition, the holders have certain "piggy-back" registration
rights with respect to registration statements filed subsequent to the
consummation of the business combination. We will bear the expenses incurred in
connection with the filing of any such registration statements. However, the
registration rights agreement provides that we will not be required to effect or
permit any registration or cause any registration statement to become effective
until termination of the applicable
lock-up
period.

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Underwriting Agreement
The underwriters were entitled to an underwriting discount of $0.20 per unit, or
$3.45 million in the aggregate, paid upon the closing of the IPO. The
underwriters also made a payment to us in an amount equal to 1.0% of the gross
proceeds of the IPO, or $1.7 million in the aggregate to reimburse certain of
our expenses.
An additional fee of $0.40 per unit, or $6.9 million in the aggregate will be
payable to the underwriters for deferred underwriting commissions. The deferred
underwriting commissions will become payable to the underwriters from the
amounts held in the trust account solely in the event that we complete our
initial business combination, subject to the terms of the underwriting
agreement.
Deferred Consulting Fees
In September 2020, we entered into an engagement letter with a consultant to
obtain advisory services in connection with our search for a business
combination target, pursuant to which we agreed to pay a $10,000 initial fee
upon execution and a deferred success fee of $50,000 upon the consummation of
our initial business combination.
Critical Accounting Policies and Estimates
Management's discussion and analysis of our financial condition and results of
operations is based on our financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America, or U.S. GAAP. The preparation of our financial statements requires us
to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses and the disclosure of contingent assets and
liabilities in our financial statements. On an ongoing basis, we evaluate our
estimates and judgments, including those related to fair value of financial
instruments and accrued expenses. We base our estimates on historical
experience, known trends and events and various other factors that we believe to
be reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. We have identified the
following as our critical accounting policies:
Derivative Warrant Liabilities
The Company does not use derivative instruments to hedge exposures to cash flow,
market, or foreign currency risks. The Company evaluates all of its financial
instruments, including issued stock purchase warrants, to determine if such
instruments are derivatives or contain features that qualify as embedded
derivatives, pursuant to ASC 480 and FASB ASC Topic 815, "Derivatives and
Hedging" ("ASC 815"). The classification of derivative instruments, including
whether such instruments should be recorded as liabilities or as equity, is
re-assessed
at the end of each reporting period. In accordance with ASC Topic
825-10
"Financial Instruments", offering costs attributable to the issuance of the
derivative warrant liabilities have been allocated based on their relative fair
value of total proceeds and are recognized in the statement of operations as
incurred.
The warrants to purchase Class A common stock issued in connection with the IPO
(the "Public Warrants") and the Private Placement Warrants are recognized as
derivative liabilities in accordance with ASC 815. Accordingly, the Company
recognizes the warrant instruments as liabilities at fair value and adjust the
instruments to fair value at each reporting period. The liabilities are subject
to
re-measurement
at each balance sheet date until exercised, and any change in fair value is
recognized in the Company's statement of operations. The initial fair value of
the Public Warrants have been measured at fair value using a Monte Carlo
simulation model and the Private Placement Warrants were estimated using
Black-Scholes. The fair value of the Public Warrants as of September 30, 2021 is
based on observable listed prices for such warrants. As the transfer of Private
Placement Warrants to anyone who is not a permitted transferee would result in
the Private Placement Warrants having substantially the same terms as the Public
Warrants, the Company determined that the fair value of each Private Placement
Warrant is equivalent to that of each Public Warrant. The determination of the
fair value of the warrant liability may be subject to change as more current
information becomes available and accordingly the actual results could differ
significantly. Derivative warrant liabilities are classified as
non-current
liabilities as their liquidation is not reasonably expected to require the use
of current assets or require the creation of current liabilities.

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Class A Common Stock Subject to Possible Redemption
We account for its Class A common stock subject to possible redemption in
accordance with the guidance in ASC Topic 480
Distinguishing Liabilities from Equity
. Class A common stock subject to mandatory redemption (if any) is classified as
liability instruments and are measured at fair value. Conditionally redeemable
Class A common stock (including Class A common stock that features redemption
rights that are either within the control of the holder or subject to redemption
upon the occurrence of uncertain events not solely our control) are classified
as temporary equity. At all other times, Class A common stock is classified as
stockholders' equity. Our Class A common stock feature certain redemption rights
that are considered to be outside of our control and subject to the occurrence
of uncertain future events. Accordingly, as of the Initial Public Offering,
17,250,000 shares of Class A common stock subject to possible redemption are
presented at redemption value as temporary equity, outside of the stockholders'
equity section of our condensed balance sheets.
Effective with the closing of the Initial Public Offering, we recognized the
accretion from initial book value to redemption amount, which resulted in
charges against additional
paid-in
capital (to the extent available) and accumulated deficit.
Net Income (Loss) Per Share of Common Stock
We comply with accounting and disclosure requirements of FASB ASC Topic 260,
Earnings Per Share
. We have two classes of shares, which are referred to as Class A common stock
and Class B common stock. Income and losses are shared pro rata between the two
classes of shares. Net income (loss) per common share is calculated by dividing
the net income (loss) by the weighted average shares of common stock outstanding
for the respective period.
The calculation of diluted net income (loss) per common stock does not consider
the effect of the warrants issued in connection with the Initial Public Offering
(including exercise of the over-allotment option) and the Private Placement to
purchase an aggregate of 15,800,000 shares of Class A common stock in the
calculation of diluted income (loss) per share, because their exercise is
contingent upon future events and their inclusion would be anti-dilutive under
the treasury stock method. As a result, diluted net income (loss) per share is
the same as basic net income (loss) per share for the three and nine months
ended September 30, 2021 and for the period from July 31, 2020 (inception)
through September 30, 2020. Accretion associated with the redeemable Class A
common stock is excluded from earnings per share as the redemption value
approximates fair value.
Recent Adopted Accounting Standards
In August 2020, the Financial Accounting Standards Board, or FASB, issued
Accounting Standards Update, or ASU,
No. 2020-06,
Debt-Debt with Conversion and Other Options (Subtopic
470-20)
and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic
815-40):
Accounting for Convertible Instruments and Contracts in an Entity's Own Equity
, which simplifies accounting for convertible instruments by removing major
separation models required under U.S. GAAP. This ASU also removes certain
settlement conditions that are required for equity-linked contracts to qualify
for the derivative scope exception and it also simplifies the diluted earnings
per share calculation in certain areas. We early adopted the ASU on January 1,
2021 using the modified retrospective method for transition. Adoption of the ASU
did not impact our financial position, results of operations or cash flows.
We do not believe that any recently issued, but not yet effective, ASUs, if
currently adopted, would have a material effect on our financial statements.

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Off-Balance
Sheet Arrangements
As of September 30, 2021, we did not have any
off-balance
sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation
S-K.
JOBS Act
The JOBS Act contains provisions that, among other things, relax certain
reporting requirements for qualifying public companies. We qualify as an
"emerging growth company" and under the JOBS Act are allowed to comply with new
or revised accounting pronouncements based on the effective date for private
(not publicly traded) companies. We are electing to delay the adoption of new or
revised accounting standards, and as a result, we may not comply with new or
revised accounting standards on the relevant dates on which adoption of such
standards is required for
non-emerging
growth companies. As a result, the financial statements may not be comparable to
companies that comply with new or revised accounting pronouncements as of public
company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the
other reduced reporting requirements provided by the JOBS Act. Subject to
certain conditions set forth in the JOBS Act, if, as an "emerging growth
company," we choose to rely on such exemptions we may not be required to, among
other things, (i) provide an auditor's attestation report on our system of
internal controls over financial reporting pursuant to Section 404, (ii) provide
all of the compensation disclosure that may be required of
non-emerging
growth public companies under the Dodd-Frank Wall Street Reform and Consumer
Protection Act, (iii) comply with any requirement that may be adopted by the
Public Company Accounting Oversight Board regarding mandatory audit firm
rotation or a supplement to the auditor's report providing additional
information about the audit and the financial statements (auditor discussion and
analysis) and (iv) disclose certain executive compensation related items such as
the correlation between executive compensation and performance and comparisons
of the chief executive officer's compensation to median employee compensation.
These exemptions will apply for a period of five years following the completion
of our IPO or until we are no longer an "emerging growth company," whichever is
earlier.

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