The statements in the discussion and analysis regarding industry outlook, our
expectations regarding the performance of our business and the forward-looking
statements are subject to numerous risks and uncertainties, including, but not
limited to, the risks and uncertainties described in "Risk Factors" and
"Cautionary Note Regarding Forward-Looking Statements." Our actual results may
differ materially from those contained in or implied by any forward-looking
statements. You should read the following discussion together with the sections
titled "Risk Factors," "Information About Thayer" and the audited consolidated
financial statements, including the related notes, appearing elsewhere in this
proxy statement/prospectus. All references to years, unless otherwise noted,
refer to our fiscal years, which end on December 31. As used in this section,
unless the context suggests otherwise, "we," "us," "our," or "Thayer" refer to
Thayer Ventures Acquisition Corporation.
Overview
We are a blank check company incorporated in Delaware on July 31, 2020. We were
formed for the purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination with
one or more businesses, or the initial business combination. We are an "emerging
growth company," as defined in Section 2(a) of the Securities Act of 1933, as
amended, as modified by the Jumpstart Our Business Startups Act of 2012 and, as
such, we are subject to all of the risks associated with early stage and
emerging growth companies.
As of December 31, 2021, we had not commenced any operations. All activity for
the period from July 31, 2020 (inception) through December 31, 2021 relates to
our formation and our initial public offering, or IPO. We will not generate any
operating revenues until after the consummation of our initial Business
Combination, at the earliest. We
generate non-operating income
in the form of income earned on investments held in the Trust Account on cash
and cash equivalents from the proceeds derived from the IPO. We have selected
December 31 as our fiscal year end.
Our sponsor is Thayer Ventures Acquisition Holdings LLC, a Delaware limited
liability company. The registration statement for our IPO was declared effective
on December 10, 2020. On December 15, 2020, we closed the IPO and issued
17,250,000 units, which included 2,250,000 additional units to cover an
over-allotment option we granted to the underwriters, at $10.00 per unit,
generating gross proceeds of $172.5 million, and incurring offering costs of
$9.2 million, inclusive of $6.9 million in deferred underwriting commissions and
net of reimbursement from underwriters of $1.7 million. We refer to the shares
of Class A Common Stock included in the units as the public shares.
Simultaneously with the closing of the IPO, we consummated a private placement
of 7,175,000 warrants, at a price of $1.00 per private placement warrant, to our
sponsor, generating proceeds of $7.2 million.
Upon the closing of the IPO and the private placement, $176.0 million ($10.20
per Unit) of the net proceeds of the IPO and certain of the proceeds from the
private placement were placed in a Trust Account located in the U.S. with
Continental Stock Transfer & Trust Company acting as trustee, which will be
invested only in U.S. government treasury obligations with a maturity of
185 days or less or in money market funds meeting certain conditions
under Rule 2a-7 under
the Investment Company Act of 1940, as amended, which invest only in direct U.S.
government treasury obligations, as determined by us, until the earlier of:
(i) the completion of a business combination and (ii) the distribution of the
Trust Account as described below.
If we are unable to complete a business combination before June 15, 2022, which
is 18 months from the closing of our IPO, and our stockholders have not amended
our Existing Thayer Certificate of Incorporation to extend such date, we will
(i) cease all operations except for the purpose of winding up; (ii) 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 taxes payable and 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 (iii) as promptly as reasonably possible following
such redemption, subject to the approval of the remaining stockholders and the
board of directors, liquidate and dissolve, subject in each case, to our
obligations under Delaware law to provide for claims of creditors and the
requirements of other applicable law.

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  Index to Financial Statements
Liquidity and Going Concern
As of December 31, 2021, we had approximately $113,000 outside of the Trust
Account and a $3.8 million of working capital deficit (not taking into account
approximately $178,000 in tax obligations that may be paid using investment
income classified in the Trust Account).
Our liquidity needs to date have been satisfied through a payment of $25,000
from our sponsor to cover certain on our IPO in exchange for the issuance of the
Founder Shares, and loan proceeds from the sponsor of $400,000 under a
promissory note. We repaid the promissory note in full on December 15, 2020,
concurrent with the closing of our IPO. Subsequent to the closing of the IPO,
our liquidity needs have been satisfied through the net proceeds from the IPO
and the private placement that are held outside of the trust account.
In connection with the Company's assessment of going concern considerations in
accordance with FASB Accounting Standards Update ("ASU")
2014-15,
"Disclosures of Uncertainties about an Entity's Ability to Continue as a Going
Concern," management has determined that the liquidation, mandatory liquidation
and subsequent dissolution raises substantial doubt about the Company's ability
to continue as a going concern. No adjustments have been made to the carrying
amounts of assets or liabilities should the Company be required to liquidate
after June 15, 2022. The financial statements do not include any adjustment that
might be necessary if the Company is unable to continue as a going concern.
On January 30, 2020, the World Health Organization, or WHO, announced a global
health emergency because of a new strain of coronavirus
(COVID-19).
In March 2020, the WHO classified the
COVID-19
outbreak as a pandemic, based on the rapid increase in exposure globally. The
full impact of the
COVID-19
pandemic continues to evolve. The impact of the
COVID-19
pandemic on our results of operations, financial position and cash flows will
depend on future developments, including the duration and spread of the pandemic
and related advisories and restrictions. These developments and the impact of
the
COVID-19
pandemic on the financial markets and the overall economy are highly uncertain
and cannot be predicted. If the financial markets and/or the overall economy are
impacted for an extended period, our results of operations, financial position
and cash flows may be materially adversely affected. Additionally, our ability
to complete an initial business combination, may be adversely affected due to
significant governmental measures being implemented to contain the
COVID-19
pandemic or treat its impact, including travel restrictions, the shutdown of
businesses and quarantines, among others, which may limit our ability to have
meetings with potential investors or affect the ability of a potential target
company's personnel, vendors and service providers to negotiate and consummate
an initial business combination in a timely manner. Our ability to consummate an
initial business combination may also depend on our ability to raise additional
equity and debt financing, which may be impacted by the
COVID-19
pandemic.
Results of Operations
Our entire activity since inception through December 31, 2021, was related to
our formation, the preparation for the IPO, and since the closing of the IPO,
the search for a prospective initial business combination. We have neither
engaged in any operations nor generated any revenues to date. We will not
generate any operating revenues until after completion of our initial business
combination. We
generate non-operating income
in the form of income earned on investments held in the Trust Account. We expect
to incur increased expenses as a result of being a public company (for legal,
financial reporting, accounting and auditing compliance), as well as for due
diligence expenses.
For the year ended December 31, 2021, we had net loss of $4.9 million, which
consisted of $5.2 million in general and administrative costs, approximately
$152,000 of franchise tax expense offset by approximately $388,000 change in
fair value of derivative warrant liabilities and income earned on investments
held in Trust Account of approximately $42,000.
For the period from July 31, 2020 (inception) through December 31, 2020, we had
net loss of $3.0 million, which primarily consisted of $109,000 in general and
administrative costs, approximately $84,000 of franchise tax expense, $411,000
of financing costs - derivative warrant liabilities, and.$2.4 million in change
in fair value of derivative warrant liabilities.

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  Index to Financial Statements
Contractual Obligations
Registration Rights
The holders of the Founder Shares and private placement warrants are entitled to
registration rights pursuant to a registration rights agreement we entered into
in connection with our IPO. The holders of these securities are entitled to make
up to three demands that we register such securities, subject to specified
conditions. In addition, the holders have certain "piggy-back" registration
rights with respect to registration statements filed subsequent to the
consummation of the business combination. We will bear the expenses incurred in
connection with the filing of any such registration statements. However, the
registration rights agreement provides that we will not be required to effect or
permit any registration or cause any registration statement to become effective
until termination of the applicable
lock-up
period.
Underwriting Agreement
The underwriters were entitled to an underwriting discount of $0.20 per unit, or
$3.45 million in the aggregate, paid upon the closing of the IPO. The
underwriters also made a payment to us in an amount equal to 1.0% of the gross
proceeds of the IPO, or $1.7 million in the aggregate to reimburse certain of
our expenses.
An additional fee of $0.40 per unit, or $6.9 million in the aggregate will be
payable to the underwriters for deferred underwriting commissions. The deferred
underwriting commissions will become payable to the underwriters from the
amounts held in the trust account solely in the event that we complete our
initial business combination, subject to the terms of the underwriting
agreement.
Deferred Consulting Fees
In September 2020, we entered into an engagement letter with a consultant to
obtain advisory services in connection with our search for a business
combination target, pursuant to which we agreed to pay a $10,000 initial fee
upon execution and a deferred success fee of $50,000 upon the consummation of
our initial business combination.
Critical Accounting Policies and Estimates
Management's discussion and analysis of our financial condition and results of
operations is based on our financial statements, which have been prepared in
accordance with GAAP. The preparation of our financial statements requires us to
make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses and the disclosure of contingent assets and
liabilities in our financial statements. On an ongoing basis, we evaluate our
estimates and judgments, including those related to fair value of financial
instruments and accrued expenses. We base our estimates on historical
experience, known trends and events and various other factors that we believe to
be reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. We have identified the
following as our critical accounting policies:
Investments Held in Trust Account
Our portfolio of investments held in trust is comprised solely of U.S.
government securities, within the meaning set forth in Section 2(a)(16) of the
Investment Company Act of 1940, as amended, with a maturity of 185 days or less,
or investments in money market funds that invest in U.S. government securities,
or a combination thereof. Our investments held in the trust account are
classified as trading securities. Trading securities are presented on the
balance sheet at fair value at the end of each reporting period. Gains and
losses resulting from the change in fair value of these investments are included
in net gain from investments held in trust account in the accompanying statement
of operations. The estimated fair values of investments held in the trust
account are determined using available market information.

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  Index to Financial Statements
Derivative Warrant liabilities
We do not use derivative instruments to hedge exposures to cash flow, market, or
foreign currency risks. We evaluate all of our financial instruments, including
issued stock purchase warrants, to determine if such instruments are derivatives
or contain features that qualify as embedded derivatives, pursuant to ASC 480
and FASB ASC Topic 815, "Derivatives and Hedging" ("ASC 815"). The
classification of derivative instruments, including whether such instruments
should be recorded as liabilities or as equity, is
re-assessed
at the end of each reporting period. In accordance with ASC Topic
825-10
"Financial Instruments", offering costs attributable to the issuance of the
derivative warrant liabilities have been allocated based on their relative fair
value of total proceeds and are recognized in the statement of operations as
incurred.
The Public Warrants and the Private Warrants are recognized as derivative
liabilities in accordance with ASC 815. Accordingly, we recognize the warrant
instruments as liabilities at fair value and adjust the instruments to fair
value at each reporting period. The liabilities are subject to
re-measurement
at each balance sheet date until exercised, and any change in fair value is
recognized in our statement of operations. The initial fair value of the Public
Warrants have been measured at fair value using a Monte Carlo simulation model
and the Private Warrants were estimated using Black-Scholes. The fair value of
the Public Warrants as of December 31, 2021 is based on observable listed prices
for such warrants. As the transfer of Private Warrants to anyone who is not a
permitted transferee would result in the Private Warrants having substantially
the same terms as the Public Warrants, we determined that the fair value of each
Private Warrant is equivalent to that of each Public Warrant. The determination
of the fair value of the warrant liability may be subject to change as more
current information becomes available and accordingly the actual results could
differ significantly. Derivative warrant liabilities are classified as
non-current
liabilities as their liquidation is not reasonably expected to require the use
of current assets or require the creation of current liabilities.
Class A Common Stock Subject to Possible Redemption
We account for its Class A common stock subject to possible redemption in
accordance with the guidance in ASC Topic 480
Distinguishing Liabilities from Equity
. Class A common stock subject to mandatory redemption (if any) is classified as
liability instruments and are measured at fair value. Conditionally redeemable
Class A common stock (including Class A common stock that features redemption
rights that are either within the control of the holder or subject to redemption
upon the occurrence of uncertain events not solely our control) are classified
as temporary equity. At all other times, Class A common stock is classified as
stockholders' equity.
Our Class A common stock feature certain redemption rights that are considered
to be outside of our control and subject to the occurrence of uncertain future
events. Accordingly, as of the Initial Public Offering, 17,250,000 shares of
Class A common stock subject to possible redemption are presented at redemption
value as temporary equity, outside of the stockholders' equity section of our
balance sheets.
Under ASC
480-10-S99,
the Company has elected to recognize changes in the redemption value immediately
as they occur and adjust the carrying value of the security to equal the
redemption value at the end of the reporting period. This method would view the
end of the reporting period as if it were also the redemption date of the
security. Effective with the closing of the Initial Public Offering, we
recognized the accretion from initial book value to redemption amount, which
resulted in charges against additional
paid-in
capital (to the extent available) and accumulated deficit.
Net Income (Loss) Per Share of Common Stock
We comply with accounting and disclosure requirements of FASB ASC Topic 260,
Earnings Per Share
. We have two classes of shares, which are referred to as Class A common stock
and Class B common stock. Income and losses are shared pro rata between the two
classes of shares. Net income (loss) per common share is calculated by dividing
the net income (loss) by the weighted average shares of common stock outstanding
for the respective period.
The calculation of diluted net income (loss) per common stock does not consider
the effect of the warrants issued in connection with the Initial Public Offering
(including exercise of the over-allotment option) and the Private Placement to
purchase an aggregate of 15,800,000 shares of Class A common stock in the
calculation of diluted income (loss) per share, because their exercise is
contingent upon future events and their inclusion would be antidilutive under
the treasury stock method. As a result, diluted net income (loss) per share is
the same as basic net income (loss) per share for the year ended December 31,
2021 and for the period from July 31, 2020 (inception) through December 31,
2020. Accretion associated with the redeemable Class A common stock is excluded
from earnings per share as the redemption value approximates fair value.

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  Index to Financial Statements
Recent Adopted Accounting Standards
In August 2020, the Financial Accounting Standards Board, or FASB, issued
Accounting Standards Update, or ASU,
No. 2020-06,

Debt-Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic

815-40):


 Accounting for Convertible Instruments and Contracts in an Entity's Own Equity
, which simplifies accounting for convertible instruments by removing major
separation models required under GAAP. This ASU also removes certain settlement
conditions that are required for equity-linked contracts to qualify for the
derivative scope exception and it also simplifies the diluted earnings per share
calculation in certain areas. We early adopted the ASU on January 1,
2021. Adoption of the ASU did not impact our financial position, results of
operations or cash flows.
We do not believe that any recently issued, but not yet effective, ASUs, if
currently adopted, would have a material effect on our financial statements.
JOBS Act
The JOBS Act contains provisions that, among other things, relax certain
reporting requirements for qualifying public companies. We qualify as an
"emerging growth company" and under the JOBS Act are allowed to comply with new
or revised accounting pronouncements based on the effective date for private
(not publicly traded) companies. We are electing to delay the adoption of new or
revised accounting standards, and as a result, we may not comply with new or
revised accounting standards on the relevant dates on which adoption of such
standards is required for
non-emerging
growth companies. As a result, the financial statements may not be comparable to
companies that comply with new or revised accounting pronouncements as of public
company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the
other reduced reporting requirements provided by the JOBS Act. Subject to
certain conditions set forth in the JOBS Act, if, as an "emerging growth
company," we choose to rely on such exemptions we may not be required to, among
other things, (i) provide an auditor's attestation report on our system of
internal controls over financial reporting pursuant to Section 404, (ii) provide
all of the compensation disclosure that may be required of
non-emerging
growth public companies under the Dodd-Frank Wall Street Reform and Consumer
Protection Act, (iii) comply with any requirement that may be adopted by the
Public Company Accounting Oversight Board regarding mandatory audit firm
rotation or a supplement to the auditor's report providing additional
information about the audit and the financial statements (auditor discussion and
analysis) and (iv) disclose certain executive compensation related items such as
the correlation between executive compensation and performance and comparisons
of the chief executive officer's compensation to median employee compensation.
These exemptions will apply for a period of five years following the completion
of our IPO or until we are no longer an "emerging growth company," whichever is
earlier.

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Index to Financial Statements

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