QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered | ||
one-half of one redeemable warrant to acquire one share of Class A Common Stock |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
• |
Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations; |
• |
Item 8—Financial Statements and Supplementary Data; and |
• |
Item 9A—Controls and Procedures. |
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Item 1. |
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Item 2. |
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Item 3. |
31 |
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Item 4. |
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Item 1. |
32 |
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Item 1A. |
32 |
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Item 2. |
32 |
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Item 3. |
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Item 4. |
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Item 5. |
32 |
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Item 6. |
33 |
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34 |
ITEM 1. |
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
September 30, 2021 |
December 31, 2020 |
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(unaudited) |
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Assets: |
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Current assets: |
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Cash |
$ | $ | ||||||
Prepaid expenses |
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Total current assets |
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Investments held in Trust Account |
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Total Assets |
$ |
$ |
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Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit: |
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Current liabilities: |
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Accounts payable |
$ | $ | ||||||
Accrued expenses |
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Franchise tax payable |
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Total current liabilities |
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Deferred underwriting commissions |
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Derivative warrant liabilities |
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Total Liabilities |
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Commitments and Contingencies |
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Class A common stock subject to possible redemption; $ 2020, respectively |
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Stockholders’ Deficit: |
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Preferred stock, $ or outstanding |
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Class A common stock, $ |
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Class B common stock, $ 2020, respectively |
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Additional paid-in capital |
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Accumulated deficit |
( |
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Total Stockholders’ Deficit |
( |
) | ( |
) | ||||
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Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit |
$ |
$ |
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For the Three Months Ended September 30, 2021 |
For the Nine Months Ended September 30, 2021 |
For The Period From July 31, 2020 (Inception) through September 30, 2020 |
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General and administrative expenses |
$ | $ | $ | |||||||||
Franchise tax expenses |
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Loss from operations |
( |
) | ( |
) | ( |
) | ||||||
Other income (expenses): |
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Income earned on investments held in Trust Account |
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Change in fair value of derivative warrant liabilities |
( |
) | ||||||||||
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Net income (loss) |
$ |
$ |
( |
) |
$ |
( |
) | |||||
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Weighted average shares outstanding of Class A common stock |
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Basic and diluted net income (loss) per share, Class A common stock |
$ |
$ |
( |
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$ |
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Weighted average shares outstanding of Class B common stock |
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Basic and diluted net income (loss) per share, Class B common stock |
$ |
$ |
( |
) |
$ |
( |
) | |||||
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Common Stock |
Accumulated Deficit |
Total |
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Class A |
Class B |
Additional Paid-In |
Stockholders’ |
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Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
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Balance - December 31, 2020 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Net incom e |
— |
— |
— |
— |
— |
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Balance - March 31, 2021 (unaudited), as restated |
( |
) |
( |
) | ||||||||||||||||||||||||
Net loss |
— |
— |
— |
— |
— |
( |
) |
( |
) | |||||||||||||||||||
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Balance - June 30, 2021 (unaudited), as restated |
( |
) |
( |
) | ||||||||||||||||||||||||
Net income |
— |
— |
— |
— |
— |
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Balance - September 30, 2021 (unaudited) |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
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For the Period From July 31, 2020 (Inception) through September 30, 2020 |
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Common Stock |
Total |
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Class A |
Class B |
Additional Paid-In |
Accumulated |
Stockholders’ |
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Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Deficit |
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Balance - July 31, 2020 (inception) |
$ |
$ |
$ |
$ |
$ |
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Issuance of common stock to Sponsor |
— |
— |
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Net loss |
— |
— |
— |
— |
— |
( |
) |
( |
) | |||||||||||||||||||
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Balance - September 30, 2020 (unaudited) |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
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For the Nine Months Ended September 30, 2021 |
For the Period From July 31, 2020 (Inception) through September 30, 2020 |
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Cash Flows from Operating Activities: |
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Net loss |
$ | ( |
) | $ | ( |
) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
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Income earned on investments held in Trust Account |
( |
) | ||||||
Change in fair value of derivative warrant liabilities |
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General and administrative expenses paid by Sponsor under note payable |
— | |||||||
Changes in operating assets and liabilities: |
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Prepaid expenses |
— |
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Accounts payable |
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Accrued expenses |
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Franchise tax payable |
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Net cash used in operating activities |
( |
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Net decrease in cash |
( |
) | ||||||
Cash - beginning of the period |
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Cash - end of the period |
$ |
$ |
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Supplemental disclosure of noncash financing activities: |
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Offering costs paid in exchange for issuance of common stock to Sponsor |
$ | — | $ | |||||
Offering costs included in accrued expenses and accounts payable |
$ | — | $ | |||||
Offering costs included in note payable |
$ | — | $ |
As of March 31, 2021 |
As Previously Reported |
Adjustment |
As Restated |
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Total assets |
$ |
$ |
$ |
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Total liabilities |
$ |
$ |
$ |
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Class A common stock subject to possible redemption |
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Preferred stock |
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Class A common stock |
( |
) |
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Class B common stock |
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Additional paid-in capital |
( |
) |
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Retained Earnings (accumulated deficit) |
( |
) |
( |
) | ||||||||
Total stockholders’ equity (deficit) |
$ |
$ |
( |
) |
$ |
( |
) | |||||
Total Liabilities, Class A Common Stock Subject to Redemption and Stockholders’ Equity (Deficit) |
$ |
$ |
$ |
For the Three Months Ended March 31, 2021 |
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As Reported |
Adjustment |
As Restated |
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Supplemental Disclosure of Noncash Financing Activities: |
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Change in value of Class A common stock subject to possible redemption |
$ |
$ |
( |
) |
$ |
As of June 30, 2021: |
As Previously Reported |
Adjustment |
As Restated |
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Total assets |
$ |
$ |
$ |
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Total liabilities |
$ |
$ |
$ |
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Class A common stock subject to possible redemption |
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Preferred stock |
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Class A common stock |
( |
) |
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Class B common stock |
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Additional paid-in capital |
( |
) |
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Retained earnings (accumulated deficit) |
( |
) |
( |
) | ( |
) | ||||||
Total stockholders’ equity (deficit) |
$ |
$ |
( |
) |
$ |
( |
) | |||||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) |
$ |
$ |
$ |
For the Six Months Ended June 30, 2021 |
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As Reported |
Adjustment |
As Restated |
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Supplemental Disclosure of Noncash Financing Activities: |
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Change in value of Class A common stock subject to possible redemption |
$ |
$ |
( |
) |
$ |
Earnings Per Share for Class A Common Stock |
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As Previously Reported |
Adjustment |
As Restated |
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For the Three Months Ended March 31, 2021 |
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Net income |
$ |
$ |
$ |
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Weighted average shares outstanding |
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Basic and diluted earnings per share |
$ |
$ |
$ |
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For the Three Months Ended June 30, 2021 |
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Net loss |
$ |
( |
) |
$ |
$ |
( |
) | |||||
Weighted average shares outstanding |
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Basic and diluted earnings per share |
$ |
$ |
( |
) |
$ |
( |
) | |||||
For the Six Months Ended June 30, 2021 |
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Net loss |
$ |
( |
) |
$ |
$ |
( |
) | |||||
Weighted average shares outstanding |
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Basic and diluted earnings per share |
$ |
$ |
( |
) |
$ |
( |
) |
Earnings Per Share for Class B Common Stock |
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As Previously Reported |
Adjustment |
As Restated |
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For the Three Months Ended March 31, 2021 |
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Net income |
$ |
$ |
$ |
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Weighted average shares outstanding |
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Basic and diluted earnings per share |
$ |
$ |
( |
) |
$ |
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For the Three Months Ended June 30, 2021 |
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Net loss |
$ |
( |
) |
$ |
$ |
( |
) | |||||
Weighted average shares outstanding |
||||||||||||
Basic and diluted earnings per share |
$ |
( |
) |
$ |
$ |
( |
) | |||||
For the Six Months Ended June 30, 2021 |
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Net loss |
$ |
( |
) |
$ |
$ |
( |
) | |||||
Weighted average shares outstanding |
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Basic and diluted earnings per share |
$ |
( |
) |
$ |
$ |
( |
) |
• |
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; |
• |
Level 2: Quoted prices in markets that are not active or financial instruments for which significant inputs to models are observable (including but not limited to quoted prices for similar securities, interest rates, foreign exchange rates, volatility and credit risk), either directly or indirectly; |
• |
Level 3: Prices or valuations that require significant unobservable inputs (including the Management’s assumptions in determining fair value measurement). |
For the Three Months Ended September 30, 2021 |
For the Nine Months Ended September 30, 2021 |
For the Period From July 31, 2020 (Inception) through September 30, 2020 |
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Class A |
Class B |
Class A |
Class B |
Class A |
Class B |
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Basic and diluted net income (loss) per common stock: |
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Numerator: |
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Allocation of net income (loss) |
$ | $ | $ | ( |
) | $ | ( |
) | $ | — | $ | ( |
) | |||||||||||
Denominator: |
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Basic and diluted weighted average common shares outstanding |
— | |||||||||||||||||||||||
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Basic and diluted net income (loss) per common s tock |
$ | $ | $ | ( |
) | $ | ( |
) | $ | — | $ | ( |
) | |||||||||||
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• |
in whole and not in part; |
• |
at a price of $ |
• |
upon a minimum of |
• |
if, and only if, the last reported sale price of the Class A common stock equals or exceeds $ |
• |
in whole and not in part; |
• |
at a price of $ |
• |
if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and |
• |
if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) then the Private Placement Warrants must also concurrently be called for redemption on the same terms (equal to a number of shares of Class A common stock) as the outstanding Public Warrants as described above. |
Gross proceeds from Initial Public Offering |
$ | |||
Less: |
||||
Fair value of Public Warrants at issuance |
( |
) | ||
Offering costs allocated to Class A common stock subject to possible redemption |
( |
) | ||
Plus: |
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Accretion on Class A common stock subject to possible redemption amount |
||||
|
|
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Class A common stock subject to possible redemption |
$ | |||
|
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Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
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Assets: |
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Investments held in Trust Account |
$ | $ | $ | |||||||||
Liabilities: |
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Derivative warrant liabilities (public) |
$ | $ | $ | |||||||||
Derivative warrant liabilities (private) |
$ | $ | $ |
Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
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Assets: |
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Investments held in Trust Account |
$ | $ | $ | |||||||||
Liabilities: |
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Derivative warrant liabilities (public) |
$ | $ | $ | |||||||||
Derivative warrant liabilities (private) |
$ | $ | $ |
At initial issuance |
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Exercise price |
$ | |||
Volatility |
% | |||
Stock price |
$ | |||
Expected life of the options to convert |
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Risk-free rate |
% | |||
Dividend yield |
% |
Derivative warrant liabilities at January 1, 2021 |
$ |
|||
Transfer of public warrant liabilities to Level 1 |
( |
) | ||
Change in fair value of warrant liabilities |
( |
) | ||
|
|
|||
Derivative warrant liabilities at March 31, 2021 |
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Transfer of private warrant liabilities to Level 2 |
( |
) | ||
Change in fair value of warrant liabilities |
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|
|
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Derivative warrant liabilities at June 30, 2021 |
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|
|
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Derivative warrant liabilities at September 30, 2021 |
$ |
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|
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ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
ITEM 4. |
CONTROLS AND PROCEDURES |
ITEM 1. |
LEGAL PROCEEDINGS. |
ITEM 1A. |
RISK FACTORS. |
ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. |
ITEM 3. |
DEFAULTS UPON SENIOR SECURITIES. |
ITEM 4. |
MINE SAFETY DISCLOSURES. |
ITEM 5. |
OTHER INFORMATION. |
ITEM 6. |
EXHIBITS. |
+ | Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to supplementally furnish a copy of any omitted exhibit or schedule to the SEC upon its request. |
^ | Filed herewith. |
* | The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Thayer Ventures Acquisition Corporation under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing. |
** | Attached as Exhibit 101 to this Quarterly Report formatted in XBRL (Extensible Business Reporting Language): (i) Balance Sheets, (ii) Statements of Operations, (iii) Statements of Comprehensive Loss, (iv) Statements of Cash Flows, (v) Statements of Stockholders’ Equity; and (vi) Notes to Financial Statements, tagged as blocks of text and including detailed tags. |
THAYER VENTURES ACQUISITION CORPORATION | ||||||
Date: December 2, 2021 | /S/ M ARK E. FARRELL | |||||
Name: | Mark E. Farrell | |||||
Title: | Co-Chief Executive Officer, Co-President and Chief Financial Officer | |||||
Date: December 2, 2021 | /S/ C HRISTOPHER HEMMETER | |||||
Name: | Christopher Hemmeter | |||||
Title: | Co-Chief Executive Officer, Co-President and Secretary |
Exhibit 31.1
CERTIFICATION PURSUANT TO RULE 13a-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Mark E. Farrell, certify that:
1. | I have reviewed this Amendment No. 1 to Quarterly Report on Form 10-Q/A of Thayer Ventures Acquisition Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | [Paragraph omitted pursuant to SEC Release Nos. 34-47986 and 34-54942]; |
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: December 2, 2021 | By: | /S/ MARK E. FARRELL | ||||
Mark E. Farrell | ||||||
Co-Chief Executive Officer, Co-President and Chief Financial Officer | ||||||
(Co-Principal Executive Officer and Principal Financial and Accounting Officer) |
Exhibit 31.2
CERTIFICATION PURSUANT TO RULE 13a-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Christopher Hemmeter, certify that:
1. | I have reviewed this Amendment No. 1 to Quarterly Report on Form 10-Q/A of Thayer Ventures Acquisition Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | [Paragraph omitted pursuant to SEC Release Nos. 34-47986 and 34-54942]; |
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: December 2, 2021 | By: | /S/ CHRISTOPHER HEMMETER | ||||
Christopher Hemmeter | ||||||
Co-Chief Executive Officer, Co-President and Secretary (Co-Principal Executive Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Amendment No. 1 to Quarterly Report of Thayer Ventures Acquisition Corporation (the Company) on Form 10-Q/A for the quarterly period ended September 30, 2021, as filed with the Securities and Exchange Commission (the Report), I, Mark E. Farrell, Co-Chief Executive Officer, Co-President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report. |
Date: December 2, 2021 | By: | /S/ MARK E. FARRELL | ||||
Mark E. Farrell | ||||||
Co-Chief Executive Officer, Co-President and Chief Financial Officer | ||||||
(Co-Principal Executive Officer and Principal Financial and Accounting Officer) |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Amendment No. 1 to Quarterly Report of Thayer Ventures Acquisition Corporation (the Company) on Form 10-Q/A for the quarterly period ended September 30, 2021, as filed with the Securities and Exchange Commission (the Report), I, Christopher Hemmeter, Co-Chief Executive Officer, Co-President and Secretary of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report. |
Date: December 2, 2021 | By: | /S/ CHRISTOPHER HEMMETER | ||||
Christopher Hemmeter | ||||||
Co-Chief Executive Officer, Co-President and Secretary (Co-Principal Executive Officer) |