SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 9, 2021
Thayer Ventures Acquisition Corporation
(Exact name of Registrant as Specified in Its Charter)
|(State or Other Jurisdiction
25852 McBean Parkway
|(Address of Principal Executive Offices)||(Zip Code)|
(Registrants Telephone Number, Including Area Code
(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 (see General Instructions A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
|Units, each consisting of one share of Class A Common Stock, and one-half of one redeemable Warrant to acquire one share of Class A Common Stock||TVACU||The Nasdaq Stock Market LLC|
|Class A common stock, par value $0.0001 per share||TVAC||The Nasdaq Stock Market LLC|
|Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50||TVACW||The Nasdaq Stock Market LLC|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
|Item 8.01|| |
On February 9, 2021, Thayer Ventures Acquisition Corporation (the Company) announced that the holders of the Companys units sold in the Companys initial public offering (the Units) may elect to separately trade the shares of Class A common stock, par value $0.0001 per share (Class A Common Stock), and redeemable warrants included in the Units commencing on February 9, 2021. Each Unit consists of one share of Class A Common Stock and one-half of one redeemable warrant to purchase one share of Class A Common Stock. Any Units not separated will continue to trade on The Nasdaq Capital Market (Nasdaq) under the symbol TVACU. Any underlying shares of Class A Common Stock and redeemable warrants that are separated will trade on Nasdaq under the symbols TVAC and TVAW, respectively. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Companys transfer agent, in order to separate such holders Units into shares of Class A Common Stock and redeemable warrants.
A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
This Current Report on Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including with respect to the anticipated separate trading of the Companys Class A Common Stock and redeemable warrants and the pursuit of an initial business combination. All statements other than statements of historical fact included in this report are forward-looking statements. When used in this report, words such as anticipate, believe, estimate, expect, intend and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Companys management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Companys filings with the Securities and Exchange Commission (the SEC). All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Companys registration statements and prospectus relating to the Companys initial public offering filed with the SEC. Copies of such filings are available on the SECs website at www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
|Item 9.01|| |
Financial Statements and Exhibits.
The following exhibits are filed herewith:
|99.1||Press Release, dated February 9, 2021.|
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: February 9, 2021||THAYER VENTURES ACQUISITION CORPORATION|
|Co-Chief Executive Officer, Co-President and Chief Financial Officer|