Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
In the unaudited interim financial statements for the quarter ended September
30, 2021 of Thayer Ventures Acquisition Corporation (the "Company"), previously
filed with the Securities and Exchange Commission (the "SEC") in the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 (the
"Third Quarter 10-Q"), the Company concluded that it should classify all Class A
common stock subject to possible redemption in temporary equity in accordance
with SEC guidance on redeemable equity instruments, codified in Accounting
Standards Codification 480-10-S99, Distinguishing Liabilities from Equity ("ASC
480-10-S99"). In previous periods, the Company had classified a portion of its
Class A common stock in total stockholders' equity. In the Third Quarter 10-Q,
the Company determined to present this revision in a prospective manner in all
future filings. Under this approach, the Company's previously issued financial
statements would not be amended, but financial statements presented in future
filings would be recast to be consistent with the presentation for the unaudited
interim financial statements as of September 30, 2021.
On November 19, 2021, the Audit Committee (the "Audit Committee") of the board
of directors of the Company, after considering the recommendations of, and in
consultation with management, concluded that the Company's previously issued
audited financial statements as of December 31, 2020 and for the period from
July 31, 2020 (inception) through December 31, 2020, as contained in the
Company's Annual Report on Form 10-K filed with the SEC on March 24, 2021, as
amended on May 19, 2021 (as amended, the "Form 10-K"), and the Company's
previously issued unaudited interim financial statements contained in the
Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021
and June 30, 2021, originally filed with the SEC on May 28, 2021 and August 16,
2021, respectively, should no longer be relied upon due to such change in
classification of the Company's Class A common stock subject to possible
redemption in accordance with ASC 480-10-S99.
As a result, the Company intends to file an amendment to its Form 10-K to
reclassify all of the Company's Class A common stock as of December 31, 2020 as
described above, and the corresponding changes to the financial statement items
as of and for the period ended December 31, 2020 will be set forth in restated
financial statements included in the amended Form 10-K. The Company also intends
to file an amendment to its Third Quarter 10-Q to disclose in footnotes to the
financial statements therein a summary of the impact of the reclassification of
its Class A common stock as of and for the quarters ended March 31, 2021 and
June 30, 2021. The Company does not intend to file amendments to its Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021.
The Company's revised accounting for its Class A common stock subject to
redemption in the planned restatement of the audited financial statements as of
and for the period ended December 31, 2020 will not have any effect on the
Company's previously reported assets, including cash and cash equivalents. The
impact of the revisions is limited to reclassification of amounts from total
stockholders' equity to Class A common stock subject to possible redemption. In
connection with the change in presentation for the Class A common stock subject
to possible redemption, the Company will revise its earnings per share
calculation to allocate income and losses shared pro rata between the two
classes of shares.
The Audit Committee and management have discussed the matters disclosed in this
Current Report on Form 8-K with the Company's independent registered public
accounting firm, WithumSmith+Brown, PC.
In connection with the restatement, management re-evaluated the effectiveness of
the Company's disclosure controls and procedures as of September 30, 2021.
Management concluded that the Company's disclosure controls and procedures were
not effective as of September 30, 2021, due to a material weakness in internal
control over financial reporting with respect to the accounting for complex
equity instruments, solely as a result of the misclassification of a portion of
the shares of Class A common stock as permanent equity instead of as temporary
equity.
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
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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.
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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