ANNUAL 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.) | |
(Address of principal executive offices) |
(Zip Code) |
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 ACommon Stock |
The Market LLC | |||
Class A common stock, par value $0.0001 per share |
The Market LLC | |||
, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share |
The Market LLC |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
• | our ability to complete our initial business combination; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |
• | our potential ability to obtain additional financing to complete our initial business combination; |
• | our pool of prospective target businesses; |
• | the ability of our officers and directors to generate a number of potential investment opportunities; |
• | our public securities’ potential liquidity and trading; |
• | the lack of a market for our securities; |
• | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
• | the trust account not being subject to claims of third parties; or |
• | our financial performance. |
Item 1. |
Business. |
• | Enterprise software companies selling to travel suppliers—enabling them to run their back-office and front-office operations and market to customers; |
• | Online marketplaces for distribution of supply to travel agents and consumers; |
• | Metasearch/price comparison platforms; |
• | Marketing, retargeting and visitor conversion technologies; |
• | Supplier-focused data, analytics, and dynamic pricing providers; |
• | Corporate travel platforms with greater automation and integration; |
• | Artificial intelligence-driven suppliers to travel or transportation providers; |
• | Alternative lodging platforms; |
• | Micro-mobility services serving cities and their citizens; and |
• | Various other technology-enabled services that are part of what we call “intelligent transportation”—some of which include Electric and Autonomous Vehicles, Hyperloop, Last Mile Robotics, and Smart Road technology. |
• | Overall travel spend; |
• | Hotel occupancy rates and RevPAR; |
• | Airline passenger volume; |
• | Revenue and profitability metrics and associated guidance for public travel and transportation companies; |
• | Restrictions on international travel; |
• | Large-scale furloughing of employees; and |
• | Corporate bankruptcies. |
• | Companies that operate in segments of the market that are ripe for technological disruption or are currently undergoing technological transformations. |
• | Companies with an attractive and defensible competitive position. |
• | Companies with high revenue growth, or with the potential for high revenue growth. |
• | Companies that exhibit the ability to deliver significant operating leverage and future profitability whether they may or may not be profitable currently. |
• | Knowledgeable and innovative management teams with relevant industry experience and ability to rapidly develop their technologies and businesses. |
• | Benefit from being a public company. |
• | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and |
• | cause us to depend on the marketing and sale of a single product or limited number of products or services. |
• | we issue (other than in a public offering for cash) common stock that will either (a) be equal to or in excess of 20% of the number of shares of Class A common stock then outstanding or (b) have voting power equal to or in excess of 20% of the voting power then outstanding; |
• | any of our directors, officers or substantial stockholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of common stock could result in an increase in outstanding common stock or voting power of 5% or more; or |
• | the issuance or potential issuance of common stock will result in our undergoing a change of control. |
• | the timing of the transaction, including in the event we determine stockholder approval would require additional time and there is either not enough time to seek stockholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company; |
• | the expected cost of holding a stockholder vote; |
• | the risk that the stockholders would fail to approve the proposed business combination; |
• | other time and budget constraints of the company; and |
• | additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to stockholders. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and |
• | file proxy materials with the SEC. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and |
• | file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
• | cease all operations except for the purpose of winding up; |
• | 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 up to $100,000 of interest to pay dissolution expenses and net of taxes payable), 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 |
• | promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 18 months from the closing of our IPO. |
• | cease all operations except for the purpose of winding up; |
• | 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 earned on the funds held in the trust account that may be released to us to pay our taxes, if any (less 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 |
• | as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. |
• | in the event of the redemption of our public shares if we do not consummate an initial business combination within 18 months from the closing of our IPO; |
• | in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not consummate an initial business combination within 18 months from the closing of our IPO or with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity; or |
• | if they redeem their respective shares for cash upon the completion of the initial business combination. In no other circumstances will a stockholder have any right or interest of any kind to or in the trust account. |
REDEMPTIONS IN CONNECTION WITH OUR INITIAL BUSINESS COMBINATION OR CERTAIN STOCKHOLDER VOTES TO AMEND OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION |
OTHER PERMITTED PURCHASES OF PUBLIC SHARES BY OUR AFFILIATES |
REDEMPTIONS IF WE FAIL TO COMPLETE AN INITIAL BUSINESS COMBINATION | ||||
Calculation of redemption price |
Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a stockholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a stockholder vote. In either case, our public stockholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the completion of the initial business combination (which is initially anticipated to be $10.20 per share), including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding public shares, subject to the limitation that no | If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors or their affiliates may purchase public shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. There is no limit to the prices that our sponsor, directors, officers, advisors or their affiliates may pay in these transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended, or the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under | If we are unable to consummate an initial business combination within 18 months from the closing of our IPO, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.20 per share), including interest (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable) divided by the number of then outstanding public shares. |
REDEMPTIONS IN CONNECTION WITH OUR INITIAL BUSINESS COMBINATION OR CERTAIN STOCKHOLDER VOTES TO AMEND OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION |
OTHER PERMITTED PURCHASES OF PUBLIC SHARES BY OUR AFFILIATES |
REDEMPTIONS IF WE FAIL TO COMPLETE AN INITIAL BUSINESS COMBINATION | ||||
redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination. | the Exchange Act or a going- private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. | |||||
Impact to remaining stockholders |
The redemptions in connection with our initial business combination or certain stockholder votes to amend our amended and restated certificate of incorporation will reduce the book value per share for our remaining stockholders, who will bear the burden of the deferred underwriting commissions and taxes payable. | If the permitted purchases described above are made, there would be no impact to our remaining stockholders because the purchase price would not be paid by us. | The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our sponsor, who will be our only remaining stockholder after such redemptions. |
Item 1A. |
Risk Factors. |
• | We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. |
• | Past performance by Thayer Ventures, including our management team on whom we are dependent, may not be indicative of future performance of an investment in us or in the future performance of any business we may acquire. |
• | Our search for a business combination may be materially adversely affected by the recent COVID-19 pandemic and the status of debt and equity markets. |
• | Certain requirements and terms may limit the type and number of companies with which we may complete such a business combination, make it difficult for us to enter into our initial business combination with a target or may not allow us to consummate the most desirable business combination or optimize our capital structure. |
• | Our public stockholders may not be afforded an opportunity to vote on our proposed business combination, and your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. |
• | We may not be able to consummate our initial business combination within the required time period, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate. |
• | You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares, potentially at a loss. |
• | Certain actions, such as a bankruptcy, could result in a reduction in the amount of funds in the trust account available for distribution to our public stockholders. |
• | Unlike some other similarly structured special purpose acquisition companies, our sponsor will receive additional shares of Class A common stock if we issue certain shares to consummate an initial business combination. |
• | If we are unable to consummate our initial business combination, our public stockholders may be forced to wait up to 18 months or longer before redemption from our trust account. |
• | Our executive officers, directors, security holders and their respective affiliates may have conflicts of interests that could, as applicable, affect the amount of time allocated to our company, impact the business opportunities presented to us, or raise competitive financial interests or affiliations with one or more of target businesses. |
• | Management’s flexibility in identifying and selecting a prospective acquisition candidate, along with our management’s financial interest in consummating our initial business combination, may lead management to enter into an acquisition agreement that is not in the best interest of our stockholders. |
• | We may issue additional shares of our Class A common stock or preferred stock or incur substantial debt in connection with our initial business combination, which could dilute your interests, adversely affect our financial condition and thus negatively impact the value of our stockholders’ investment in us. |
• | Holders of warrants will not participate in liquidating distributions if we are unable to complete an initial business combination within the required time period, and the warrants will expire worthless. |
• | Our management’s ability to require holders of our warrants to exercise such warrants on a cashless basis will cause holders to receive fewer shares of common stock upon their exercise of the warrants than they would have received had they been able to exercise their warrants for cash. |
• | We may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to the warrant holders. |
• | Our initial stockholders control a substantial interest in us and thus may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support. |
• | There is currently no market for our securities and a market for our securities may not develop, which would adversely affect the liquidity and price of our securities. |
• | Purchases of our units by the anchor investors will reduce the public float for our securities. |
• | We face certain risks if we acquire or operate a business outside of the United States. |
• | may significantly dilute the equity interest of our stockholders; |
• | may subordinate the rights of holders of our Class A common stock if shares of preferred stock are issued with rights senior to those afforded our Class A common stock; |
• | could cause a change in control if a substantial number of shares of our Class A common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and |
• | may adversely affect prevailing market prices for our units, Class A common stock and/or warrants. |
• | default and foreclosure on our assets if our operating revenues after our initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our shares of common stock; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our shares of common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | a limited availability of market quotations for our securities; |
• | a reduced liquidity with respect to our securities; |
• | a determination that our shares of common stock are a “penny stock” which will require brokers trading in our shares of common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our shares of common stock; |
• | a limited amount of news and analyst coverage for our company; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | the severity, extent and duration of the global COVID-19 pandemic and its impact on the travel industry and consumer spending more broadly, the actions taken to contain the spread of the disease or treat its impact, the effect of remote working arrangements and the speed and extent of the recovery across the broader travel ecosystem; |
• | adverse changes in general market conditions for travel services, including the effects of macroeconomic conditions, terrorist attacks, natural disasters, health concerns, civil or political unrest or other events outside our control; |
• | an inability to compete effectively in a highly competitive environment with many incumbents having substantially greater resources; |
• | an inability to manage rapid change, increasing consumer expectations and growth; |
• | an inability to build strong brand identity and improve customer satisfaction and loyalty; |
• | IT systems-related failures, data privacy risks and obligations, and/or security breaches; |
• | an inability to attract and retain customers; |
• | an inability to license or enforce intellectual property rights on which a target business may depend; and |
• | reliance on third-party vendors or service providers. |
• | rules and regulations or currency redemption or corporate withholding taxes on individuals; |
• | laws governing the manner in which future business combinations may be effected; |
• | exchange listing and/or delisting requirements; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | longer payment cycles; |
• | tax issues, such as tax law changes and variations in tax laws as compared to the United States; |
• | currency fluctuations and exchange controls; |
• | rates of inflation or deflation; |
• | challenges in collecting accounts receivable; |
• | cultural and language differences; |
• | employment regulations; |
• | crime, strikes, riots, civil disturbances, terrorist attacks, pandemics and wars; and |
• | deterioration of political relations with the United States. We may not be able to adequately address these additional risks. If we were unable to do so, our operations might suffer. |
Item 1B. |
Unresolved Staff Comments. |
Item 2. |
Properties. |
Item 3. |
Legal Proceedings. |
Item 4. |
Mine Safety Disclosures. |
Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
Item 6. |
Reserved. |
Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk |
Item 8. |
Consolidated Financial Statements and Supplementary Data. |
Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
Item 9A. |
Controls and Procedures. |
Item 9B. |
Other Information. |
Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. |
Item 10. |
Directors, Executive Officers and Corporate Governance. |
Name |
Age |
Position | ||
Mark E. Farrell | 47 | Co-Chief Executive Officer, Co-President, Chief Financial Officer and Director | ||
Christopher Hemmeter | 57 | Co-Chief Executive Officer, Co-President, Secretary and Director | ||
H. Charles Floyd | 62 | Director | ||
Ren Riley | 47 | Director | ||
Lawrence M. Kutscher | 57 | Director | ||
Caroline Shin | 46 | Director | ||
R. David Edelman | 36 | Director |
• | meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; |
• | monitoring the independence of the independent registered public accounting firm; |
• | verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
• | inquiring and discussing with management our compliance with applicable laws and regulations; |
• | pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; |
• | appointing or replacing the independent registered public accounting firm; |
• | determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
• | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; |
• | monitoring compliance on a quarterly basis with the terms of this offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of this offering; and |
• | reviewing and approving all payments made to our existing stockholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
• | reviewing and approving the compensation of all of our other Section 16 executive officers; |
• | reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; |
• | producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
• | the corporation could financially undertake the opportunity; |
• | the opportunity is within the corporation’s line of business; and |
• | it would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation. |
Individual |
Entity |
Entity’s Business |
Affiliation | |||
Mark E. Farrell | Thayer Ventures | Venture Capital | Managing Partner | |||
PropTech Acquisition Corporation (which has entered into a definitive agreement with Porch.com, Inc.) | Real Estate Technology | Director | ||||
Swiftmile | Transportation | Director | ||||
POSIQ | Restaurant Software | Director | ||||
Viridis | Human Resources Technology | Director | ||||
Christopher Hemmeter | Thayer Ventures | Venture Capital | Managing Partner | |||
Life House Hotels | Hotel Management | Director | ||||
POSIQ | Restaurant Software | Director | ||||
Optii Systems | Hotel Software | Director | ||||
E&O Kitchen & Bar | Restaurant | Owner | ||||
H. Charles Floyd | Thayer Ventures | Venture Capital | Director | |||
Hyatt Hotels Corporation | Hospitality | Executive Vice President, Global President of Operations | ||||
Kohl’s Corporation | Retail | Director | ||||
Playa Hotels & Resorts N.V. | Hospitality | Director | ||||
Ren Riley | Thayer Ventures | Venture Capital | Director | |||
Enclave Liquidity Partners | Private Equity | Cofounder, Managing Director | ||||
Oak Investment Partners | Venture Capital | General Partner | ||||
Lawrence Kutscher | A Place for Mom | Elderly Care | Chief Executive Officer, Director | |||
Caroline Shin | Thayer Ventures | Venture Capital | Director | |||
Vacatia | Hospitality | Chief Executive Officer | ||||
American Resort Development Association | Hospitality | Director | ||||
Korean American Community Foundation of San Francisco | Community Development | Director | ||||
R. David Edelman | Thayer Ventures | Venture Capital | Director | |||
Internet Policy Research Initiative (MIT) | Policy Research | Project Director | ||||
Computer Science & Artificial Intelligence Lab (MIT) | Education | Project Director | ||||
Center for International Studies (MIT) | Education | Project Director | ||||
Anzu Partners | Venture Capital | Venture Partner | ||||
Freedom Forum Institute | Constitutional Rights | Director | ||||
Slyce Acquisition, Inc. | Technology | Director | ||||
Zeteo, Inc. | Technology | Director |
• | In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. |
• | Our initial stockholders have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business combination. Additionally, our initial stockholders have agreed to waive their redemption rights with respect to any founder shares held by them if we fail to consummate our initial business combination within 18 months after the closing of this offering. However, if our initial stockholders acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to consummate an initial business combination within 18 months from the closing of this offering. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable by our initial stockholders (or any other permitted assigns, if any) until the earlier of: (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last reported sale price of our shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. With certain limited exceptions, the private placement warrants and the shares of Class A common stock underlying such warrants, will not be transferable, assignable or salable by our sponsor or its permitted transferees until 30 days after the completion of our initial business combination. Since our sponsor and officers and directors may directly or indirectly own common stock and warrants following this offering, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to complete our initial business combination. |
• | Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. |
• | Our sponsor, officers or directors may have a conflict of interest with respect to evaluating a business combination and financing arrangements as we may obtain loans from our sponsor or an affiliate of our sponsor or any of our officers or directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. |
Item 11. |
Executive Compensation. |
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
• | each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; |
• | each of our executive officers and directors; and |
• | all our executive officers and directors as a group. |
Beneficial Ownership |
||||||||||||||||||||||||
Name of Securityholder |
Class A Shares |
% |
Class B Shares (1) |
% |
Total Shares |
% |
||||||||||||||||||
Thayer Ventures Acquisition Holdings LLC (2) |
— | — | 4,187,500 | 97.1 | % | 4,187,500 | 19.4 | % | ||||||||||||||||
Glazer Capital, LLC (3) |
1,775,000 | 10.3 | % | — | — | 1,775,000 | 8.2 | |||||||||||||||||
Polar Asset Management Partners, Inc. (4) |
1,500,000 | 8.7 | — | — | 1,500,000 | 7.0 | ||||||||||||||||||
CVI Investments, Inc. (5) |
1,498,500 | 8.7 | — | — | 1,498,500 | 7.0 | ||||||||||||||||||
Mark E. Farrell (2)(6) |
— | — | 4,187,500 | 97.1 | 4,187,500 | 19.4 | ||||||||||||||||||
Christopher Hemmeter (2)(6) |
— | — | 4,187,500 | 97.1 | 25,000 | 19.4 | ||||||||||||||||||
H. Charles Floyd (6) |
— | — | 25,000 | * | 25,000 | * | ||||||||||||||||||
Ren Riley (6) |
— | — | 25,000 | * | 25,000 | * | ||||||||||||||||||
Lawrence M. Kutscher (6) |
— | — | 25,000 | * | 25,000 | * | ||||||||||||||||||
Caroline Shin (6) |
— | — | 25,000 | * | 25,000 | * | ||||||||||||||||||
R. David Edelman (6) |
— | — | 25,000 | * | 25,000 | * | ||||||||||||||||||
All officers and directors as a group (7 individuals) (2)(6) |
— | — | 4,312,500 | 100 | % | 4,312,500 | 20.0 | % |
* | Less than one percent. |
(1) |
Interests shown consist solely of founder shares, classified as shares of Class B common stock. Such shares will automatically convert into shares of Class A common stock at the time of our initial business combination. |
(2) |
Our sponsor is the record holder of such shares. Messrs. Farrell and Hemmeter are each a manager of Thayer Ventures Acquisition Holdings LLC, and as such, each has voting and investment discretion with respect to the founder shares held of record by our sponsor and may be deemed to have beneficial ownership of the founder shares held directly by our sponsor. Messrs. Farrell and Hemmeter each disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
(3) |
Information based on a Schedule 13G filed on January 11, 2021. Represents shares held by certain funds and managed accounts to which Glazer Capital, LLC serves as investment manager. Paul J. Glazer has beneficial ownership over the reported shares as Managing Member of Glazer Capital, LLC. Mr. Glazer disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. The principal business address of Glazer Capital, LLC is 250 West 55th Street, Suite 30A, New York, New York 10019. |
(4) |
Information based on a Schedule 13G filed on February 11, 2021. Represents shares held by Polar Multi-Strategy Master Fund to which Polar Asset Management Partners Inc. serves as investment advisor and has voting and dispositive control over the shares held by Polar Multi-Strategy Master Fund. Polar Asset Management Partners Inc. disclaims any beneficial ownership of such shares other than to the extent of any pecuniary interest therein. The ultimate natural person who has voting and dispositive control over the shares held by the Polar Fund is Paul Sabourin, Chief Investment Officer of PAMPI. The business address of Polar Asset Management Partners Inc. is 16 York Street, Suite 2900, Toronto, Ontario M5J 0E6, Canada. |
(5) |
Information based on a Schedule 13G filed on December 21, 2020. Heights Capital Management, Inc., the authorized agent of CVI Investments, Inc., or CVI, has voting and dispositive control over the shares held by CVI and may be deemed the beneficial owner of these shares. Martin Kobinger, in his capacity as Investment Manager of Heights Capital Management, Inc., may also be deemed to have voting and dispositive control over the shares held by CVI Investments, Inc. Mr. Kobinger disclaims any such beneficial ownership of the shares. The principal business address of CVI and Mr. Kobinger is c/o Heights Capital Management, Inc., 101 California Street, Suite 3250, San Francisco, California 94111. |
(6) |
Does not include any shares indirectly owned by this individual as a result of his/her ownership interest in our sponsor. |
Item 13. |
Certain Relationships and Related Transactions, and Director Independence. |
Item 14. |
Principal Accounting Fees and Services. |
Year Ended December 31, 2021 |
||||
Audit Fees |
$ | 142,752 | ||
Audit-Related Fees |
— | |||
Tax Fees |
7,725 | |||
All Other Fees |
— | |||
|
|
|||
Total Fees |
$ | 150,510 | ||
|
|
Item 15. |
Exhibits, Financial Statement Schedules. |
Incorporation By Reference | ||||||||||
Exhibit Number |
Exhibit Description |
Form |
SEC File No. |
Exhibit |
Filing Date | |||||
101.INS** | INLINE XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||||
101.SCH** | INLINE XBRL Taxonomy Extension Calculation Linkbase Document | |||||||||
101.CAL** | INLINE XBRL Taxonomy Extension Schema Document | |||||||||
101.DEF** | INLINE XBRL Taxonomy Extension Definition Linkbase Document | |||||||||
101.LAB** | INLINE XBRL Taxonomy Extension Labels Linkbase Document | |||||||||
101.PRE** | INLINE XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
^ | Filed herewith |
+ | 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. |
* | The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual 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 Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing. |
** | Attached as Exhibit 101 to this Annual 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. |
Item 16. |
Form 10-K Summary. |
THAYER VENTURES ACQUISITION CORPORATION | ||
By: | /s/ M ARK E. FARRELL | |
Name: | Mark E. Farrell | |
Title: | Co-Chief Executive Officer, Co-President and Chief Financial Officer |
Name |
Title |
Date | ||
/s/ M ARK E. FARRELL Mark E. Farrell |
Co-Chief Executive Officer, Co-President, Chief Financial Officer and Director(Co-Principal Executive Officer and Principal Financial and Accounting Officer) |
February 9, 2022 | ||
/s/ C HRISTOPHER HEMMETER Christopher Hemmeter |
Co-Chief Executive Officer, Co-President and Secretary(Co-Principal Executive Officer) |
February 9, 2022 | ||
/s/ H. Charles Floyd |
Director | February 9, 2022 | ||
H. Charles Floyd | ||||
/s/ Ren Riley |
Director | February 9, 2022 | ||
Ren Riley | ||||
/s/ Lawrence M. Kutscher |
Director | February 9, 2022 | ||
Lawrence M. Kutscher | ||||
/s/ Caroline Shin |
Director | February 9, 2022 | ||
Caroline Shin | ||||
/s/ R. David Edelman |
Director | February 9, 2022 | ||
R. David Edelman |
Page |
||||
Financial Statements |
||||
F-2 | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-7 |
December 31, |
||||||||
2021 |
2020 |
|||||||
Assets: |
||||||||
Current assets: |
||||||||
Cash |
$ | $ | ||||||
Prepaid expenses |
||||||||
|
|
|
|
|||||
Total current assets |
||||||||
Investments held in Trust Account |
||||||||
|
|
|
|
|||||
Total Assets |
$ |
$ |
||||||
|
|
|
|
|||||
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit: |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | $ | ||||||
Accrued expenses |
||||||||
Franchise tax payable |
||||||||
|
|
|
|
|||||
Total current liabilities |
||||||||
Deferred underwriting commissions |
||||||||
Derivative warrant liabilities |
||||||||
|
|
|
|
|||||
Total Liabilities |
||||||||
Commitments and Contingencies |
||||||||
Class A common stock subject to possible redemption; $ |
||||||||
Stockholders’ Deficit: |
||||||||
Preferred stock, $ or outstanding |
||||||||
Class A common stock, $ |
||||||||
Class B common stock, $ |
||||||||
Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total Stockholders’ deficit |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit |
$ |
$ |
||||||
|
|
|
|
For the Year Ended December 31, 2021 |
For the Period from July 31, 2020 (inception) through December 31, 2020 |
|||||||
General and administrative expenses |
$ | $ | ||||||
Franchise tax expenses |
||||||||
|
|
|
|
|||||
Loss from operations |
( |
) | ( |
) | ||||
Other income (expenses): |
||||||||
Income earned on investments held in Trust Account |
||||||||
Financing costs - derivative warrant liabilities |
( |
) | ||||||
Change in fair value of derivative warrant liabilities |
( |
) | ||||||
|
|
|
|
|||||
Net loss |
$ |
( |
) |
$ |
( |
) | ||
|
|
|
|
|||||
Weighted average shares outstanding of Class A common stock |
||||||||
|
|
|
|
|||||
Basic and diluted net loss per share, Class A common stock |
$ |
( |
) |
$ |
( |
) | ||
|
|
|
|
|||||
Weighted average shares outstanding of Class B common stock |
||||||||
|
|
|
|
|||||
Basic and diluted net loss per share, Class B common stock |
$ |
( |
) |
$ |
( |
) | ||
|
|
|
|
Common Stock |
Accumulated Deficit |
Total Stockholders’ Deficit |
||||||||||||||||||||||||||
Class A |
Class B |
Additional Paid-In |
||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
||||||||||||||||||||||||
Balance - December 31, 2020 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Net income |
— |
— | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
Balance - December 31, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Common Stock |
||||||||||||||||||||||||||||
Class A |
Class B |
Additional Paid-In |
Accumulated |
Total Stockholders’ |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Deficit |
||||||||||||||||||||||
Balance - July 31, 2020 (inception) |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||||||||||
Issuance of common stock to Sponsor |
— | — | — | |||||||||||||||||||||||||
Excess cash received over the fair value of the private warrants |
— | — | — | — | — | |||||||||||||||||||||||
Accretion of Class A common stock subject to possible redemption |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
Balance - December 31, 2020 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
For the Year Ended December 31, 2021 |
For the Period from July 31, 2020 (inception) through December 31, 2020 |
|||||||
Cash Flows from Operating Activities: |
||||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
Income earned on investments held in Trust Account |
( |
) | ( |
) | ||||
Financing costs - derivative warrant liabilities |
— | |||||||
Change in fair value of derivative warrant liabilities |
( |
) | ||||||
General and administrative expenses paid by Sponsor under note payable |
||||||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses |
( |
) | ||||||
Accounts payable |
||||||||
Accrued expenses |
— | |||||||
Franchise tax payable |
||||||||
Net cash used in operating activities |
( |
) | ( |
) | ||||
Cash Flows from Investing Activities |
||||||||
Cash deposited in Trust Account |
— | ( |
) | |||||
Net cash used in investing activities |
— | ( |
) | |||||
Cash Flows from Financing Activities: |
||||||||
Proceeds from note payable to related party |
— | |||||||
Repayment of note payable to related party |
— | ( |
) | |||||
Proceeds received from initial public offering, gross |
— | |||||||
Proceeds received from private placement |
— | |||||||
Offering costs paid, net of reimbursement from underwriters |
— | ( |
) | |||||
Net cash provided by financing activities |
— | |||||||
Net change in cash |
( |
) | ||||||
Cash - beginning of the period |
— | |||||||
Cash - end of the period |
$ |
$ |
||||||
Supplemental disclosure of noncash financing activities: |
||||||||
Offering costs paid in exchange for issuance of common stock to Sponsor |
$ | — | $ | |||||
Offering costs included in accrued expenses |
$ | — | $ | |||||
Offering costs included in accounts payable |
$ | — | $ | |||||
Offering costs included in note payable |
$ | — | $ | |||||
Deferred underwriting commissions in connection with initial public offering |
$ | — | $ |
• | 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 Year Ended December 31, 2021 |
For the Period from July 31, 2020 (inception) through December 31, 2020 |
|||||||||||||||
Class A |
Class B |
Class A |
Class B |
|||||||||||||
Basic and diluted net loss per common stock: |
||||||||||||||||
Numerator: |
||||||||||||||||
Allocation of net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
Denominator: |
||||||||||||||||
Basic and diluted weighted average common stock outstanding |
||||||||||||||||
Basic and diluted net loss per common stock |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
• | 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: |
||||
Accretion on Class A common stock subject to possible redemption amount |
||||
|
|
|||
Class A common stock subject to possible redemption |
$ | |||
|
|
Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||
Assets: |
||||||||||||
Investments held in Trust Account |
$ | $ | $ | |||||||||
Liabilities: |
||||||||||||
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) |
|||||||||
Assets: |
||||||||||||
Investments held in Trust Account |
$ | $ | $ | |||||||||
Liabilities: |
||||||||||||
Derivative warrant liabilities (public) |
$ | $ | $ | |||||||||
Derivative warrant liabilities (private) |
$ | $ | $ |
At initial issuance |
||||
Exercise price |
$ | |||
Volatility |
% | |||
Stock price |
$ | |||
Expected life of the options to convert |
||||
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 |
||||
Transfer of private warrant liabilities to Level 1 |
( |
) | ||
Change in fair value of warrant liabilities |
||||
|
|
|||
|
|
|||
Derivative warrant liabilities at December 31, 2021 |
$ |
|||
|
|
December 31, 2021 |
December 31, 2020 |
|||||||
Current |
||||||||
Federal |
$ | $ | ||||||
State |
||||||||
Deferred |
||||||||
Federal |
( |
) | ( |
) | ||||
State |
||||||||
Valuation allowance |
||||||||
|
|
|
|
|||||
Income tax provision |
$ | $ | ||||||
|
|
|
|
December 31, 2021 |
December 31, 2020 |
|||||||
Deferred tax assets: |
||||||||
Net operating loss carryover |
$ | $ | ||||||
Start-up/Organization costs |
||||||||
|
|
|
|
|||||
Total deferred tax assets |
||||||||
Valuation allowance |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Deferred tax asset, net of allowance |
$ | $ | ||||||
|
|
|
|
December 31, 2021 |
December 31, 2020 |
|||||||
Statutory Federal income tax rate |
% | % | ||||||
Financing cost - derivative warrant liabilities |
% | ( |
)% | |||||
Change in fair value of derivative warrant liabilities |
% | ( |
)% | |||||
Change in Valuation Allowance |
( |
)% | ( |
)% | ||||
|
|
|
|
|||||
Income Taxes Expense (Benefit) |
% | % | ||||||
|
|
|
|
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 Annual Report on Form 10-K 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 officers 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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 officers 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 controls over financial reporting. |
Date: February 9, 2022 | 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 Annual Report on Form 10-K 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 officers 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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 officers 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 controls over financial reporting. |
Date: February 9, 2022 | By: | /S/ CHRISTOPHER HEMMETER | ||||
Christopher Hemmeter Co-Chief Executive Officer, Co-President, 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 Annual Report of Thayer Ventures Acquisition Corporation (the Company) on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (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. Section 1350, as adopted pursuant to Section 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) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: February 9, 2022 | /S/ MARK E. FARRELL | |||||
Name: | Mark E. Farrell | |||||
Title: | 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 Annual Report of Thayer Ventures Acquisition Corporation (the Company) on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Christopher Hemmeter, Co-Chief Executive Officer, Co-President, Secretary of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 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) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: February 9, 2022 | /S/ CHRISTOPHER HEMMETER | |||||
Name: | Christopher Hemmeter | |||||
Title: | Co-Chief Executive Officer, Co-President and Secretary (Co-Principal Executive Officer) |