Inspirato (ISPO) 8-KThayer Ventures Acquisition Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 10, 2020

Thayer Ventures Acquisition Corporation

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (415) 782-1414

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

On December 10, 2020, the Registration Statement on Form S-1 (File No. 333-249390) (the “Registration Statement”) relating to the initial public offering (the “IPO”) of Thayer Ventures Acquisition Corporation (the “Company”) was declared effective by the U.S. Securities and Exchange Commission. On December 15, 2020, the Company consummated the IPO of 17,250,000 units (the “Units”), which includes the exercise of the underwriters’ option to purchase an additional 2,250,000 Units at the initial public offering price to cover over-allotments. Each Unit consists of one share of Class A common stock, $0.0001 par value per share (the “Class A Common Stock”), and one-half of one redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $172,500,000 (before underwriting discounts and commissions and offering expenses). Further, in connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:

The above descriptions are qualified in their entirety by reference to the full text of the applicable agreement, each of which is incorporated by reference herein and filed herewith as Exhibits 1.1, 4.1, 10.1, 10.2, 10.3, 10.4, 10.5, and 10.6, respectively.

Simultaneously with the consummation of the IPO and the issuance and sale of the Units, the Company consummated the private placement of 7,175,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, to the Sponsor, generating gross proceeds of $7,175,000 (the “Private Placement”). No underwriting discounts or commissions were paid with respect to the Private Placement. The Private Placement was conducted as a non-public transaction and, as a transaction by an issuer not involving a public offering, is exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act. The Private Placement Warrants are identical to the Public Warrants sold in the IPO, subject to certain limited exceptions, including that the Sponsor has agreed not to transfer, assign or sell any of the Private Placement Warrants (except to certain permitted transferees) until 30 days after the completion of the Company’s initial business combination. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. The Private Placement Warrants have been issued pursuant to the Warrant Agreement.

On December 10, 2020, in connection with the IPO, H. Charles Floyd, Ren Riley, Lawrence M. Kutscher, Caroline Shin and R. David Edelman (the “New Directors” and, collectively with Mark E. Farrell and Christopher Hemmeter, the “Directors”) were appointed to the board of directors of the Company (the “Board”). Effective December 10, 2020, each of Ren Riley, Caroline Shin and Lawrence M. Kutscher was also appointed to the Board’s Audit Committee, with Ren Riley serving as its chair, and each of Caroline Shin, R. David Edelman and Ren Riley was appointed to the Board’s Compensation Committee, with Caroline Shin serving as its chair.

On November 9, 2020, the Sponsor transferred 25,000 shares of the Company’s Class B common stock, $0.0001 par value per share (the “Class B Common Stock”), to each of the New Directors as compensation for his, her or its service as a director of the Company.

Other than the foregoing, none of the Directors is party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor is any Director party to any transaction required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

A total of $175,950,000 of the net proceeds from the IPO and the Private Placement (which includes the underwriters’ deferred discount of $6,900,000) was placed in a trust account, with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its franchise and income tax obligations, the funds held in the trust account will not be released from the trust account until the earliest of: (1) the completion of the Company’s initial business combination; (2) the redemption of the Company’s public shares properly submitted in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100% of the Company’s public shares if the Company has not complete its initial business combination within 18 months from the closing of this offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; and (3) the redemption of the Company’s public shares if the Company has not completed its initial business combination within 18 months from the closing of this offering, subject to applicable law.

On December 10, 2020, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 hereto and incorporated herein by reference. On December 15, 2020, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 hereto and incorporated herein by reference.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 15, 2020