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United States securities and exchange commission logo
November 19, 2021
Mark Farrell
Co-Chief Executive Officer, Co-President and Chief Financial Officer
Thayer Ventures Acquisition Corp
25852 McBean Parkway
Valencia, CA 91335
Re: Thayer Ventures
Acquisition Corp
Amendment No. 1 to
Registration Statement on Form S-4
Filed October 25,
2021
File No. 333-259570
Dear Mr. Farrell:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
October 14, 2021 letter.
Form S-4
Summary of the Proxy Statement/Prospectus, page 28
1. We note your amended
disclosure on page 32 regarding the Sponsor, Thayer's directors
and officers and their
affiliates participating in the PIPE transaction. Please revise your
amended disclosure to
state, as indicated in your response, that there are no material
differences in the
terms and price of securities issued at the time of the IPO as compared
to the private
placements contemplated at the time of the business combination.
2. We note your response
to comments 9 and 10 and reissue the comments in part. Please
revise to explain
whether your structure is unusual compared to other mergers and initial
business combinations
by SPACs and (1) clarify the extent to which the combined
company could otherwise
receive tax benefits instead of providing them to members who
Mark Farrell
FirstName LastNameMark Farrell
Thayer Ventures Acquisition Corp
Comapany 19,
November NameThayer
2021 Ventures Acquisition Corp
November
Page 2 19, 2021 Page 2
FirstName LastName
"continue to realize tax benefits" and realize other benefits in the
future under the TRA,
and (2) identify the members receiving the tax benefits with as much
specificity as
practicable.
Risk Factors, page 52
3. We note your amended disclosure on pages 83, 89 and 99 regarding the
sources and extent
of dilution that non-redeeming shareholders could possibly experience.
On page 83 you
note that shareholders may experience further dilution from the
exercise of options and
warrants that would total 23,254,000 shares of Combined Company Class
A Common
Stock. Yet, on pages 89 and 99 you disclose that the same exercise of
options and
warrants would total 23,353,734 shares of Combined Company Class A
Common Stock.
Please reconcile this conflicting disclosure regarding shareholder
dilution.
Proposals to be Considered by Thayer's Stockholders, page 126
4. We note your revised Background disclosure and responses to comments
14 and 15.
Please revise to clarify why you discuss Party A but none of the other
14 potential
candidates who signed non-disclosure agreements. We note the statement
that the parties
determined it would be in the best interests of stakeholders "to
implement a customary
UP-C structure." Please revise to address negotiations about whether
or not to implement
an UP-C structure, customary or otherwise. Additionally, disclose the
range of values in
Thayer's comparable companies and other analyses prepared with the
assistance of
Evercore, and summarize on page 130 in quantitative terms the
differences between the
original and updated projections with the more detailed data presented
on page 137.
5. We note your response to comment 17 and amended disclosure on page 130
that the
presentations given to PIPE investors were materially similar to the
information contained
within this prospectus. However, we note in your amended disclosure
that the PIPE
investors were provided with updated projections, which do not appear
to be reflected
in the amended disclosure. Please revise your projections disclosure
to include the set of
updated projections that was provided to PIPE investors.
6. We note your response to comment 18 and amended disclosure on pages
137 and 138
regarding the basis for the assumptions that underlie the Inspirato
financial projection
numbers for the next five years. Where you address assumed increases
or decreases in
revenues and costs, please revise to clarify when and to what degree
the rates of increase
or decrease differ from prior periods. For example only, clarify these
assumptions when
you address the growth of the residence portfolio, increase in nightly
room rates paid by
subscribers and increases in nights traveled by subscribers.
Projections, page 137
7. We note your response to comment 22 and your revised disclosure
beginning on page
137. We also note the historical measure of revenue growth and
compounded annual
growth rate of revenues comparing 2012 to 2019. To provide context,
please provide
Mark Farrell
FirstName LastNameMark Farrell
Thayer Ventures Acquisition Corp
Comapany 19,
November NameThayer
2021 Ventures Acquisition Corp
November
Page 3 19, 2021 Page 3
FirstName LastName
additional disclosure comparing your projected revenue to your
historic operating trends,
focusing on more recent trend information, even if prior to 2020.
Please discuss why any
change in trends is appropriate and why your assumptions are
reasonable. Your
disclosure should clearly describe the basis for projecting your
revenue growth and the
factors or contingencies that would affect such growth ultimately
materializing.
The Business Combination Agreement, page 141
8. In the table on page 145 revise to include approximate share ownership
percentages and,
where applicable, voting control.
Material US Federal Income Tax Considerations, page 163
9. We note your response to comment 23. Please explain for us whether the
transaction
is intended to constitute a reorganization within the meaning of
section 368(a) of the
Code.
Information about Inspirato, page 197
10. We note your response to comment 25 and reissue the comment. Revise
page 212 to
clarify how TAM can represent your potential market when SAM already
quantifies the
market for the future supply to include on the Inspirato platform
based on its current
business model.
11. Please reconcile the statement on page 217 that Inspirato has
approximately 590
employees with the statement during the November 3, 2021 Inspirato
management
interview that it has over 700 employees. Additionally, please revise
MD&A to address
the statements surrounding the plan to establish a warehouse facility
and pay for $100
to "$150 million of inventory."
Inspirato Management's Discussion and Analysis of Financial Condition and
Results of
Operations, page 234
12. We note your response to comment 28 and revised disclosure on page
237. Please revise
to quantify the "significantly lower" subscription revenues compared
to ARR.
Additionally, please reconcile the statement that "ARR does not have a
standardized
meaning and therefore may not be comparable to similarly titled
measures" with the
comparative chart and detailed figures on page 25 of the slides
included as Exhibit 99.2
with the Form 8-K filed on June 30, 2021.
Information About Thayer, page 251
13. We note your amended disclosure on page 255 that the Sponsor and
Thayer's directors and
officers will not be reimbursed for any out-of-pocket expenses
incurred in pursuing a
target for an initial business combination. Please reconcile this
disclosure with the
statement on page 255 that the audit committee will conduct a
quarterly review of whether
or not to reimburse the Sponsor or Thayer directors and officers in
connection with their
Mark Farrell
Thayer Ventures Acquisition Corp
November 19, 2021
Page 4
out-of-pocket expenses incurred in the pursuit of an initial business
combination. As it
appears that expenses could be reimbursed under certain circumstances,
please revise here
and the third bullet point on page 24 to quantify the amount of
expenses that have been
incurred as of the most recent practicable date.
Management after the Business Combination, page 268
14. We reissue comment 36. Please revise to identify the initial members
of the 5-person
board of managers and clarify their role as compared to the roles of
the executive officers
and directors.
You may contact Eric McPhee at 202-551-3693 or Kristina Marrone at
202-551-3429 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Austin Wood at 202-551-5586 or James Lopez at 202-551-3536 with any
other
questions.
FirstName LastNameMark Farrell Sincerely,
Comapany NameThayer Ventures Acquisition Corp
Division of
Corporation Finance
November 19, 2021 Page 4 Office of Real
Estate & Construction
FirstName LastName