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United States securities and exchange commission logo
December 22, 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. 2 to
Registration Statement on Form S-4
Filed December 6,
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
November 19, 2021 letter.
Form S-4
Background of the Business Combination, page 126
1. We note your response
to comment 4 and the statement on page 128 that the parties
agreed that the 85%
split for covered future tax benefits was reasonable and customary
when compared to
similarly situated companies with UP-C structures. Please reconcile
with the statement on
page 14 that UP-C structures are not used in initial business
combinations with
SPACs. It is unclear to what extent the negotiations of the UP-C
structure's benefits
and potential benefits to the Flow Through Sellers involved concerns
from the perspective of
Thayer. Please revise accordingly.
Mark Farrell
FirstName LastNameMark Farrell
Thayer Ventures Acquisition Corp
Comapany22,
December NameThayer
2021 Ventures Acquisition Corp
December
Page 2 22, 2021 Page 2
FirstName LastName
Material US Federal Income Tax Considerations, page 164
2. It appears the BDO opinion on what the tax consequences "should" be is
subject to
uncertainty. Please revise the disclosure and opinion to clarify
whether it is subject to
uncertainty and, if so, explain why BDO cannot give a will
opinion, and describe the
degree of uncertainty in the opinion. Include risk factor and/or other
appropriate
disclosure setting forth the risks of uncertain tax treatment to
investors. The opinion may
also state which position the registrant intends to take if challenged
by the IRS. For
reference, see Section III.3.C.4 of Staff Legal Bulletin No. 19.
Please also include an
appropriate consent.
Information about Inspirato, page 202
3. We note your revised disclosure and response to comment 10 and reissue
the comment.
You distinguish between the serviceable and addressable markets by
stating that the
higher TAM figures would require changes to the business model.
However, it is unclear
how the examples provided on page 217 (further investments in the
business and
operations, and capturing high net worth households even though the
"lodging spend by
high net worth individuals engaged in luxury travel" already appears
to be captured by the
serviceable market) would require changes to the business model. What
is the basis for
the significantly larger addressable market, and why is that market
appropriate when it
covers total room revenues of luxury hotel chains and luxury private
rentals, and
Inspirato's planned innovation for luxury hospitality suppliers would
only monetize part of
their inventory "that would otherwise spoil"? Please revise to clarify
the reasoning and
assumptions so that the disclosure of Inspirato's projected market is
understandable to the
average investor.
Inspirato Management's Discussion and Analysis of Financial Condition and
Results of
Operations, page 239
4. We note your response to comment 12. Please revise the description of
your ARR key
metric on page 241 to clearly explain the difference, if any, between
annual subscription
revenue (defined as "the product of the annual subscription cost
multiplied by the number
of subscribers") and ARR (defined as "the number of Active
Subscriptions as of the end of
a period multiplied by the then-current annualized subscription
rate").
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 Jim Lopez at 202-551-3536 with any other
questions.
Sincerely,
Division of
Corporation Finance
Mark Farrell
Thayer Ventures Acquisition Corp
FirstName 22,
December LastNameMark
2021 Farrell
Page 3
Comapany NameThayer Ventures Acquisition Corp
December 22, 2021 Page 3 Office of Real Estate &
Construction
FirstName LastName