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Table of Contents
Index to Financial Statements
As filed with the Securities and Exchange Commission on December 3, 2021
Registration
No. 333-259570
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
Amendment No. 2
to
FORM
S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
THAYER VENTURES ACQUISITION CORPORATION
(Exact name of Registrant as specified in its charter)
 
 
 
Delaware
 
6770
 
85-2426959
(State or other jurisdiction of
incorporation or organization)
 
(Primary Standard Industrial
Classification Code Number)
 
(I.R.S. Employer
Identification Number)
25852 McBean Parkway
Valencia, CA 91335
(415)
782-1414
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 
 
Mark E. Farrell
Co-Chief
Executive Officer,
Co-President
and
Chief Financial Officer
Thayer Ventures Acquisition Corporation
25852 McBean Parkway
Valencia, CA 91335
(415)
782-1414
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
 
Copies to:
 
John T. McKenna
Daniel Peale
Milson C. Yu
Cooley LLP
3175 Hanover Street
Palo Alto, CA 94304
(650)
843-5000
 
James Hnat
General Counsel and Secretary
Inspirato LLC
1544 Wazee Street
Denver, CO 80202
(303)
586-7771
 
Tony Jeffries
Christina L. Poulsen
David G. Sharon
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, CA 94304
(650)
493-9300
 
 
Approximate date of commencement of proposed sale to the public
: As soon as practicable after this Registration Statement becomes effective and after all conditions under the Business Combination Agreement to consummate the proposed merger are satisfied or waived.
If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule
12b-2
of the Exchange Act.  ☐
 
Large accelerated filer      Accelerated filer  
       
Non-accelerated filer      Smaller reporting company  
       
         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 7(a)(2)(B) of the Securities Act.  
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule
13e-4(i)
(Cross-Border Issuer Tender Offer)  ☐
Exchange Act Rule
14d-1(d)
(Cross-Border Third-Party Tender Offer)  ☐
 
 
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities    
 
 
 

The information in this preliminary proxy statement/prospectus is not complete and may be changed. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. These securities may not be issued until the registration statement filed with the Securities and Exchange Commission is effective.
 
PRELIMINARY PROXY STATEMENT AND PROSPECTUS
SUBJECT TO COMPLETION, DATED DECEMBER 3, 2021
THAYER VENTURES
ACQUISITION CORPORATION
25852 McBean Parkway
Valencia, CA 91335
 
 
Dear Thayer Ventures Acquisition Corporation Stockholders:
Thayer Ventures Acquisition Corporation, a Delaware corporation (“Thayer”), Passport
Merger Sub I Inc., a Delaware corporation and wholly-owned subsidiary of Thayer (“Blocker Merger Sub 1”), Passport Merger Sub II Inc., a Delaware corporation and wholly-owned subsidiary of Thayer (“Blocker Merger Sub 2”), Passport Merger Sub III Inc., a Delaware corporation and wholly-owned subsidiary of Thayer (“Blocker Merger Sub 3” and together with Blocker Merger Sub 1 and Blocker Merger Sub 2, the “Blocker Merger Subs”, and together with the Company Merger Sub, the “Merger Subs”), KPCB Investment I, Inc., a Delaware corporation (“KPCB
Blocker”), Inspirato Group, Inc., a Delaware corporation (“IVP
Blocker”), W Capital Partners III IBC, Inc., a Delaware corporation (“W Capital
Blocker”, and together with KPCB Blocker and the IVP
Blocker and any
Non-Party
Blocker (as defined in the accompanying proxy statement/prospectus), the “Blockers”), Passport Company Merger Sub, LLC, a Delaware limited liability company (“Company Merger Sub”), and Inspirato LLC, a Delaware limited liability company (“Inspirato”), entered into a business combination agreement (the “Business Combination Agreement”), pursuant to which (i) KPCB Blocker will merge with and into Blocker Merger Sub 1, with Blocker Merger Sub 1 as the surviving company and wholly-owned subsidiary of Thayer (the “KPCB Blocker Merger”), (ii) IVP
Blocker will merge with an into Blocker Merger Sub 2, with Blocker Merger Sub 2 as the surviving company and wholly-owned subsidiary of Thayer (the “IVP Blocker Merger”), (iii) W Capital
Blocker will merge with and into Blocker Merger Sub 3, with Blocker Merger Sub 3 as the surviving company and wholly-owned subsidiary of Thayer (the “W Capital Blocker
Merger,” and together with the KPCB Blocker
Merger and the IVP Blocker Merger and any mergers involving any
Non-Party
Blockers (if any), the “Blocker Mergers”) and (iv) immediately following the Blocker Mergers, Company Merger Sub will merge with and into Inspirato, with Inspirato as the surviving company, resulting in Inspirato becoming a subsidiary of Thayer (the “Company Merger,” together with the Blocker Mergers, the “Mergers” and together with the other transactions related thereto, the “Business Combination”).
At the closing of the Business Combination, (i) the equity interests of each Blocker will be cancelled and converted into the right to receive (A) shares of Combined Company Class A Common Stock (as defined in the accompanying proxy statement/prospectus) based on such Blocker’s pro rata ownership of Inspirato (adjusted upward for cash and cash equivalents of such Blocker and adjusted downward for debt and transaction expenses of such Blocker), plus (B) cash, if any, based on such Blocker’s pro rata ownership, plus (C) certain rights under the Tax Receivable Agreement; (ii) each outstanding unit of Inspirato (other than any units held by Thayer or any of its subsidiaries following the Blocker Mergers) will be cancelled and converted into the right to receive (1) New Common Units (as defined in the accompanying proxy statement/prospectus) of Inspirato, (2) cash, if any, (3) shares of Combined Company Class V Common Stock (as defined in the accompanying proxy statement/prospectus) and (4) certain rights under the Tax Receivable Agreement; and (iii) each option to purchase Inspirato units will be converted into an option to purchase Combined Company Class A Common Stock. For additional information, please see the section titled “
The Business Combination Agreement — Consideration to be Received in the Business Combination — Holders of Inspirato Options
” of this proxy statement/prospectus.
The aggregate consideration to be paid to Inspirato unitholders, including in respect of the Blocker Equity Interests, is based on an equity valuation of Inspirato equal to $1.07 billion, subject to (i) an upward adjustment for the aggregate amount of Transaction Expenses (as defined in the accompanying proxy statement/prospectus) incurred by Thayer in excess of $15 million; (ii) an upward adjustment for the greater of (1) $0 and (2) the amount, if any, by which (A) cash and cash equivalents of Inspirato (together with its subsidiaries), minus (B) the Distributed Cash Amount (as defined below), minus (C) indebtedness of Inspirato for borrowed money or evidenced by notes, bonds, debentures or similar contracts or instruments, exceeds $20 million; and (iii) an upward adjustment for the aggregate amount of exercise price that would be paid to Inspirato in respect of the exercise in full of all Inspirato Options immediately prior to the Business Combination. The “Distributed Cash Amount” is an amount in cash to be determined by Inspirato, provided that Inspirato may not distribute more than $5 million without Thayer’s consent if Inspirato’s cash and cash equivalents (after such distribution) would be less than $20 million.
On or prior to the consummation of the Business Combination, Sponsor will forfeit 1,500,000 shares of Thayer Class B Common Stock (as defined in the accompanying proxy statement/prospectus).
Following the completion of the Business Combination, as described below, the Combined Company’s organizational structure will be what is commonly referred to as an umbrella partnership corporation (or
UP-C)
structure, which is often used by entities classified as a partnership for U.S. federal income tax purposes, such as Inspirato, undertaking an initial public offering. This organizational structure will allow certain Inspirato unitholders to retain their equity ownership in Inspirato.

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In connection with the Business Combination, certain related agreements have been, or will be entered into on or prior to the Closing Date, including the A&R Inspirato LLCA, the Tax Receivable Agreement and the Registration Rights Agreement (each as defined in the accompanying proxy statement/prospectus). The A&R Inspirato LLCA will provide unitholders in Inspirato (other than PubCo and its subsidiaries) the right to exchange New Common Units, together with the cancellation of an equal number of shares of the Combined Company Class V Common Stock, for an equal number of shares of the Combined Company Class A Common Stock (or cash), subject to certain restrictions set forth therein. The redemptions or direct exchanges of New Common Units for cash or Class A Common Stock are collectively referred to as “exchange” throughout this proxy statement/ prospectus.
On June 30, 2021, Thayer executed subscription agreements with certain investors for the sale of an aggregate of approximately 10.3 million shares of Thayer Class A Common Stock in a private placement transaction at a purchase price of $10.00 per share for gross aggregate proceeds of approximately $103.5 million. The closing of the sale of these shares will occur concurrently with the consummation of the Business Combination. See the section titled “
The Business Combination
Agreement— Consideration to be Received in the Business Combination
” of the attached proxy statement/prospectus for further information on the consideration being paid to the unitholders of Inspirato and the private placement transaction.
Thayer Units, Thayer Class A Common Stock and Thayer Warrants are currently listed on the Nasdaq Capital Market under the symbols “TVACU,” “TVAC,” and “TVACW,” respectively. Thayer has applied to list the shares of Combined Company Class A Common Stock and the warrants of the Combined Company on the Nasdaq Capital Market under the symbols “ISPO” and “ISPOW,” respectively, upon the closing of the Business Combination. At the closing of the Business Combination, each Thayer Unit will be separated into its components, which consists of one share of Thayer Class A Common Stock and
one-half
of one Thayer Warrant, and such units will no longer exist. Upon closing, Thayer intends to change its name from “Thayer Ventures Acquisition Corporation” to “Inspirato Incorporated.”
Thayer is holding a special meeting of its stockholders in order to obtain the stockholder approvals necessary to complete the Business Combination. At the Thayer special meeting of stockholders, which will be held on                     , 2021, at 10:00 a.m., Eastern time, via live webcast at the following address:                     , unless postponed or adjourned to a later date, Thayer will ask its stockholders to adopt the Business Combination Agreement, thereby approving the Business Combination, and approve the other proposals described in this proxy statement/prospectus.
After careful consideration, Thayer’s board of directors has unanimously approved the Business Combination Agreement and the other proposals described in this proxy statement/prospectus, and Thayer’s board of directors has determined that it is advisable to consummate the Business Combination. Thayer’s board of directors recommends that its stockholders vote “FOR” the proposals described in this proxy statement/prospectus.
 
 
More information about Thayer, Inspirato and the Business Combination is contained in this proxy statement/ prospectus. Thayer and Inspirato urge you to read the accompanying proxy statement/prospectus, including the financial statements, annexes and other documents referred to herein, carefully and in their entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE 52 OF THIS PROXY STATEMENT/ PROSPECTUS.
On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Business Combination.
                    , 2021
 
Sincerely,
Mark E. Farrell
Co-Chief
Executive Officer,
Co-President
and Chief Financial Officer
The accompanying proxy statement/prospectus is dated                     , 2021 and is first being mailed to the stockholders of Thayer on or about that date.
Your vote is very important. Whether or not you plan to attend the special meeting of Thayer stockholders online, please submit your proxy by completing, signing, dating, and mailing the enclosed proxy card in the
pre-addressed
postage paid envelope or by using the telephone or Internet procedures provided to you by your broker or bank
. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting of Thayer stockholders and vote online, you must obtain a proxy from your broker or bank.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE BUSINESS COMBINATION DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, OR PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION.

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THAYER VENTURES
ACQUISITION CORPORATION
25852 McBean Parkway
Valencia, CA 91335
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON                    , 2021
To the Stockholders of Thayer Ventures Acquisition Corporation:
NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “special meeting”) of Thayer Ventures Acquisition Corporation, a Delaware corporation (“Thayer,” “we,” “our” or “us”), will be held on                     , 2021, at 10:00 a m., Eastern time, via live webcast at the following address:                    . You are cordially invited to attend the special meeting for the following purposes:
 
   
Proposal No. 1 — The “
Business Combination Proposal
” — To consider and vote upon a proposal to approve and adopt the Business Combination Agreement, dated as of June 30, 2021, (as may be further amended from time to time, the “Business Combination Agreement”), by and among Thayer, the Blocker Merger Subs, the Company Merger Sub, the Blockers and Inspirato, pursuant to which the Blocker Mergers will be effected and, immediately following the Blocker Mergers, Company Merger Sub will merge with and into Inspirato, with Inspirato as the surviving company, resulting in Inspirato becoming a subsidiary of Thayer.
 
   
Proposal No. 2 — The “
Charter Proposal
” — To consider and vote upon a proposal to adopt the Proposed Certificate of Incorporation in the form attached hereto as Annex B.
 
   
Proposal No. 3 — The “
Governance Proposals
” — To consider and vote upon, on a
non-binding
advisory basis, certain governance provisions in the Proposed Certificate of Incorporation and the Proposed Bylaws, presented separately in accordance with SEC requirements (collectively, the “
Governance Proposals
”):
 
   
Proposal No. 3A — Name Change Charter Amendment
— To change Thayer’s name to “Inspirato Incorporated”;
 
   
Proposal No. 3B — Authorized Share Charter Amendment
— To increase the number of authorized shares of our Class A Common Stock, to authorize a new class of common stock called the Class V Common Stock, and to increase the number of authorized shares of our “blank check” preferred stock;
 
   
Proposal No. 3C — Actions by Stockholders Charter Amendment
— To require that stockholders only act at annual and special meeting of the corporation and not by written consent;
 
   
Proposal No. 3D — Corporate Opportunity Charter Amendment
— To eliminate the current limitations in place on the corporate opportunity doctrine;
 
   
Proposal No. 3E — Voting Thresholds Charter Amendment
— To increase the required vote thresholds for stockholders approving amendments to the Proposed Certificate of Incorporation and the Proposed Bylaws to 66 2/3%;
 
   
Proposal No. 3F — Classified Board Amendment
– To provide that the PubCo Board be divided into three classes with only one class of directors being elected in each year and each class serving a three-year term; and
 
   
Proposal No. 3G — Additional Governance Amendments
— To approve all other changes in connection with the replacement of the Existing Thayer Bylaws and Existing Thayer Certificate of Incorporation with the Proposed Certificate of Incorporation and the Proposed Bylaws, including adopting Delaware as the exclusive forum for certain shareholder litigation.
 
   
Proposal No. 4 — The “
Incentive Plan Proposal
” — To consider and vote upon a proposal to approve the Inspirato 2021 Equity Incentive Plan, including the authorization of the initial share reserve under such plan.

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Index to Financial Statements
   
Proposal No. 5 — The “
ESPP Proposal
” — To consider and vote upon a proposal to approve the Inspirato 2021 Employee Stock Purchase Plan, including the authorization of the initial share reserve under such plan.
 
   
Proposal No.6 — The “
Nasdaq Proposals
” — To consider and vote upon the following proposals presented separately:
 
   
Proposal No. 6A — Merger Shares Issuance
— To issue Combined Company Class A Common Stock and Combined Company Class V Common Stock in connection with the Mergers pursuant to the Business Combination Agreement, and
 
   
Proposal No. 6B — PIPE Shares Issuance
— To issue Thayer Class A Common Stock to the investors in the PIPE (as defined herein).
 
   
Proposal No. 7 — The “
Adjournment Proposal
” — A proposal to adjourn the special meeting of Thayer’s stockholders to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote at such special meeting.
Only holders of record of Thayer Capital Stock (as defined herein) at the close of business on                     , 2021 (the “Record Date”) are entitled to notice of and to vote at the special meeting and any adjournments or postponements of the special meeting.
In light of the ongoing health concerns relating to the
COVID-19
pandemic and to best protect the health and welfare of Thayer’s stockholders and personnel, the special meeting will be held completely virtually, conducted only via webcast at the following address:                    . There will be no physical meeting location.
Stockholders are nevertheless urged to submit their proxies by completing, signing, dating, and returning the enclosed proxy card in the accompanying
pre-addressed
postage paid envelope.
Pursuant to the Existing Thayer Certificate of Incorporation, Thayer is providing the holders of shares of Thayer Class A Common Stock originally sold as part of the Thayer Units issued in our initial public offering (the “IPO,” such shares, the “Public Shares,” and such holders, the “Public Stockholders”) with the opportunity to redeem, upon the Closing, the Public Shares then held by them for cash equal to their pro rata share of the aggregate amount on deposit as of two business days prior to the Closing, in the trust account (the “Trust Account”) that holds the proceeds (including interest not previously released to Thayer to pay its income taxes or any other taxes payable) from the IPO. For illustrative purposes, based on the fair value of cash and marketable securities held in the Trust Account as of September 30, 2021 of approximately $176 million, the estimated per share redemption price would have been approximately $10.20. Public Stockholders may elect to redeem their shares whether or not they are holders as of the Record Date and whether or not they vote for the Business Combination Proposal. Holders of Thayer’s outstanding warrants sold in the IPO, which are exercisable for shares of Thayer Class A Common Stock under certain circumstances, do not have redemption rights in connection with the Business Combination. Thayer Ventures Sponsor LLC, as the initial stockholder of Thayer (the “Sponsor”), has agreed to waive its redemption rights in connection with the Closing with respect to its shares, and the Sponsor’s shares will be excluded from the pro rata calculation used to determine the per share redemption price. As of the Record Date, the Sponsor owned approximately     % of outstanding Thayer Capital Stock.
Thayer may not consummate the Business Combination unless the Business Combination Proposal, the Charter Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Nasdaq Proposals (collectively, the “Required Proposals”) are approved at the special meeting, each of which is conditioned upon all such proposals having been approved at the special meeting. The approval of the Charter Proposal requires the affirmative vote (virtually in person or by proxy) of holders of (i) a majority of the outstanding shares of Thayer Capital Stock, voting together as a single class and (ii) a majority of the outstanding shares of Thayer Class B Common Stock voting separately as a single class. The approval of each of the Business Combination Proposal, the Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal and the Nasdaq Proposals requires the affirmative vote

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Index to Financial Statements
(virtually in person or by proxy) of the holders of a majority of the shares of Thayer Capital Stock that are voted at the special meeting. The Sponsor and the directors of Thayer, collectively, own all of the outstanding shares of Thayer Class B Common Stock and each has agreed to vote all shares of Thayer Capital Stock owned by the Sponsor or such director, as applicable, including shares of Thayer Class B Common Stock, in favor of the Business Combination Proposal, the Charter Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Nasdaq Proposals. The Adjournment Proposal is not conditioned on the approval of any other Stockholder Proposal (as defined herein) set forth in the accompanying proxy statement/prospectus. The Business Combination is not conditioned on the separate approval of the Governance Proposals (separate and apart from approval of the Charter Proposal)
Your attention is directed to the proxy statement/prospectus accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Business Combination and related transactions and each of our proposals. We encourage you to read this proxy statement/ prospectus carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali, at                     .
 
By Order of the Board of Directors,
Mark E. Farrell
Co-Chief
Executive Officer,
Co-President
and Chief Financial Officer
                    , 2021

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TABLE OF CONTENTS
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ABOUT THIS PROXY STATEMENT/PROSPECTUS
This document, which forms part of a registration statement on Form
S-4
filed with the SEC, by Thayer (File
No. 333-259570)
(the “Registration Statement”), constitutes a prospectus of Thayer under Section 5 of the Securities Act, with respect to the shares of Combined Company Class A Common Stock and Combined Company Class V Common Stock to be issued if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement/ prospectus under Section 14(a) of the Exchange Act with respect to the special meeting of Thayer stockholders at which Thayer stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters.
 
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Index to Financial Statements
CERTAIN DEFINED TERMS
In this document:
A&R Inspirato LLCA
” means the Ninth Amended and Restated Limited Liability Company Agreement of Inspirato, to be approved and entered into in connection with the Business Combination.
Adjournment Proposal
” means a proposal to adjourn the special meeting of the stockholders of Thayer to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote at such special meeting.
Aggregate Consideration
” means the aggregate Per Share Blocker Merger Consideration and the aggregate Per Unit Merger Consideration.
Assumed Inspirato Options
” means options to purchase shares of Combined Company Class A Common Stock following the Mergers (for the avoidance of doubt, not inclusive of any options that may be granted under the Inspirato 2021 Equity Incentive Plan).
“Blocker Effective Time
” means the time of filing of the certificates of merger with the Secretary of State of the State of Delaware, in accordance with the relevant provisions of the DGCL and mutually agreed by the parties, for the Blocker Mergers, or such later time as may be agreed by the parties and specified in such certificate of merger for consummation of the Blocker Mergers.
“Blocker Equity Interests
” means the issued and outstanding shares of capital stock or other equity interests in a Blocker immediately prior to the Blocker Effective Time.
Blocker Merger Sub 1
” means Passport Merger Sub I Inc., a Delaware corporation and wholly-owned subsidiary of Thayer.
Blocker Merger Sub 2
” means Passport Merger Sub II Inc., a Delaware corporation and wholly-owned subsidiary of Thayer.
Blocker Merger Sub 3
” means Passport Merger Sub III Inc., a Delaware corporation and wholly-owned subsidiary of Thayer.
Blocker Mergers
” means (i) the merger of KPCB Blocker with Blocker Merger Sub 1, with Blocker Merger Sub 1 as the surviving company and wholly-owned subsidiary of Thayer, (iii) the merger of IVP Blocker with Blocker Merger Sub 2, with Blocker Merger Sub 2 as the surviving company and wholly-owned subsidiary of Thayer, (iii) the merger of W Capital Blocker with Blocker Merger Sub 3, with Blocker Merger Sub 3 as the surviving company and wholly-owned subsidiary of Thayer, and (iv) any
Non-Party
Blocker Mergers (if any).
Blockers
” mean, collectively, W Capital Broker, IVP Blocker, KPCB Blocker and any
Non-Party
Blocker.
Blocker Sellers
” mean, collectively, the shareholders of the Blockers.
Broker
non-vote
” means the failure of a Thayer stockholder, who holds his or her shares in “
street name
” through a broker or other nominee, to give voting instructions to such broker or other nominee.
Business Combination
” means the transactions contemplated by the Business Combination Agreement.
Business Combination Agreement
” means the Business Combination Agreement, dated as of June 30, 2021 and as may be further amended from time to time, by and among Thayer, Inspirato, the Merger Subs and the Blockers.
 
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Index to Financial Statements
Business Combination Proposal
” means the proposal to approve the adoption of the Business Combination Agreement and the Business Combination.
Charter Proposal
” means the proposal to consider and vote upon the amendments to the Existing Thayer Certificate of Incorporation in connection with the Business Combination.
Closing
” means the consummation of the Business Combination.
Closing Date
” means the date on which the Closing occurs.
Closing Price
” means, for each Trading Day, the closing price (based on such Trading Day) of shares of Thayer Class A Common Stock on the Trading Market, as reported on Nasdaq.com.
Code
” means the Internal Revenue Code of 1986, as amended.
Combined Company
” means Inspirato Incorporated and its consolidated subsidiaries, immediately upon consummation of the Business Combination.
Combined Company Class
 A Common Stock
” means the Combined Company’s Class A Common Stock, par value $0.0001 per share, authorized under the Proposed Certificate of Incorporation.
Combined Company Class
 V Common Stock
” means the Combined Company’s Class V Common Stock, par value $0.0001 per share, authorized under the Proposed Certificate of Incorporation.
Combined Company Common Stock
” means the Combined Company’s Class A Common Stock and Class V Common stock.
Combined Company Preferred Stock
” means the Combined Company’s preferred stock, par value $0.0001 per share, authorized under the Proposed Certificate of Incorporation.
Combined Company Stockholders
” means the holders of Combined Company Class A Common Stock, Combined Company Class V Common Stock and Combined Company Preferred Stock, following the consummation of the Business Combination.
Company Merger Sub
” means Passport Company Merger Sub, LLC, a Delaware limited liability company.
Company Merger
” means the merger of Company Merger Sub into Inspirato, with Inspirato as the surviving company, resulting in Inspirato becoming a subsidiary of Thayer, which merger will occur immediately following the Blocker Mergers.
DGCL
” means the Delaware General Corporation Law.
Distributed Cash Amount
” means an amount, determined by Inspirato prior to the Closing; provided that the “Distributed Cash Amount” shall not be an amount greater than $5 million if the sum of (i) Inspirato’s cash and cash equivalents, minus (ii) the Distributed Cash Amount is less than $20 million, without the prior written consent of Thayer.
Effective Time
” means the time of filing of a certificate of merger with the Secretary of State of the State of Delaware, in accordance with the relevant provisions of the DGCL and mutually agreed by the parties, for the Company Merger, or such later time as may be agreed by the parties and specified in such certificate of merger for consummation of the Company Merger.
Equity Merger Consideration
” means (a) $1.07 billion, plus (b) the aggregate amount of Thayer Transaction Expenses in excess of $15 million, plus (c) the greater of (i) $0 and (ii) the amount, if any, by which
 
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(A) cash and cash equivalents of Inspirato, minus (B) the Distributed Cash Amount, minus (C) indebtedness for borrowed money or indebtedness evidenced by notes, bonds, debentures or similar contracts or instruments of Inspirato, exceeds $20 million, plus (d) the aggregate amount of exercise price that would be paid to Inspirato in respect of the exercise in full of all Inspirato Options.
ESPP Proposal
” means the proposal to approve the adoption of the ESPP.
Evercore
” means Evercore Group L.L.C., financial advisor to Thayer and a placement agent for institutional investors to Thayer for the PIPE.
Exchange Act
” means the U.S. Securities Exchange Act of 1934, as amended.
Exchange Ratio
” means the following ratio (rounded to four decimal places) to be used with respect to Assumed Inspirato Options: the quotient obtained by dividing (i) the Equity Merger Consideration plus the Distributed Cash Amount by (ii) $10.00 by (iii) the Fully Diluted Number.
Existing Thayer Bylaws
” means Thayer’s amended and restated bylaws as currently in effect.
Existing Thayer Certificate of Incorporation
” means Thayer’s amended and restated certificate of incorporation as currently in effect.
Founder Shares
” means the shares of Thayer Class B Common Stock purchased by the Sponsor in a private placement prior to the IPO, of which 4,312,500 were outstanding as of the Record Date, and the Thayer Class A Common Stock that will be issued upon the conversion thereof in connection with the Business Combination.
Fully Diluted Number
” means the total number of Inspirato Units outstanding as of immediately prior to the Blocker Effective Time, and after giving effect to the A&R Inspirato LLCA, determined on a fully-diluted,
as-if
exercised basis and assuming the exercise (as applicable) and settlement of all Inspirato Options, whether or not exercised, exercisable, settled, eligible for settlement or vested and after giving effect to the repurchase by Inspirato of certain Inspirato Units.
Governance Proposals
” means the
non-binding,
advisory proposals to adopt certain governance provisions in the Proposed Certificate of Incorporation and the Proposed Bylaws.
Inspirato
” means (i) prior to the Company Merger, Inspirato LLC, a Delaware limited liability company, and its consolidated subsidiaries, and (ii) following the Company Merger, Inspirato LLC, a Delaware limited liability company, and its consolidated subsidiaries, a subsidiary of the PubCo.
Inspirato Common Units
” means the Common Units, as such term is defined in the Inspirato LLCA.
Inspirato Convertible Preferred Units
” means, collectively, the Series
A-1
Convertible Preferred Units, Series
A-2
Convertible Preferred Units, Series B Convertible Preferred Units, Series
B-1
Convertible Preferred Units, Series C Convertible Preferred Units, Series D Convertible Preferred Units and Series E Preferred Units, as such terms are defined in the Inspirato LLCA.
Inspirato LLCA
” means the Amended and Restated Limited Liability Company Agreement of Inspirato, dated as of February 9, 2020.
Inspirato Options
” means options to purchase Inspirato Units outstanding immediately prior to the consummation of the Mergers.
 
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Index to Financial Statements
Inspirato Requisite Approval
” means the affirmative vote of (a) the holders of a majority of (i) the outstanding Inspirato Units, voting together as a single class, on an as converted to Inspirato Common Units basis, (ii) the outstanding Inspirato Convertible Preferred Units, voting as a single class, on an as converted to Inspirato Common Units basis, and (iii) the outstanding Inspirato Common Units, voting as a separate class, and (b) each of KCPB Investment I, Inc., Inspirato Group, Inc., W Capital Partners III, IBC, Inc. and Revolution Portico Holdings LLC.
Inspirato Units
” means, collectively, the Inspirato Common Units and the Inspirato Convertible Preferred Units.
Investment Company Act
” means the Investment Company Act of 1940, as amended.
IPO
” means Thayer’s initial public offering of units, consummated on December 15, 2020.
“IVP Blocker
” means Inspirato Group, Inc., a Delaware corporation.
JOBS Act
” means the Jumpstart Our Business Startups Act of 2012, as amended.
KPCB Blocker
” means KPCB Investment I, Inc., a Delaware corporation.
Member
” means a limited liability company member of Inspirato.
Mergers
” means, collectively, the Blocker Mergers and the Company Merger.
Nasdaq Proposals
” means the separate proposals to consider and vote to (a) issue Combined Company Class A Common Stock and Combined Company Class V Common Stock in connection with the Mergers pursuant to the Business Combination Agreement and (b) issue Thayer Class A Common Stock to the PIPE Subscribers.
Nasdaq
” means the Nasdaq Capital Market.
New Common Units
” means common units representing limited liability company interests of Inspirato following the Business Combination, which will be
non-voting
economic interests in Inspirato.
Non-Party
Blocker
” means any holder of Inspirato Units that is a corporate entity that was not a party to the Business Combination Agreement as of June 30, 2021 and, with Inspirato’s consent, executes and delivers a joinder to the Business Combination Agreement prior to the Closing in accordance with the terms thereof.
Non-Party
Blocker Merger
” means the merger of any
Non-Party
Blocker with and into a newly formed merger sub of Thayer at the effective time of the Blocker Mergers.
PCAOB
” means the U.S. Public Company Accounting Oversight Board.
Per Share Blocker Merger Consideration
” means the number of shares of Combined Company Class A Common Stock equal to the quotient of (a)(i) the Total Per Blocker Equity Consideration with respect to such Blocker, divided by (ii) with respect to each Blocker, the number of outstanding Blocker Equity Interests of such Blocker as of immediately prior to the Blocker Effective Time, plus (b) an amount in cash equal to the quotient of (i) the Total Per Blocker Cash Consideration with respect to such Blocker, divided by (ii) with respect to each Blocker, the number of outstanding Blocker Equity Interests of such Blocker as of immediately prior to the Blocker Effective Time, plus (c) certain rights under the Tax Receivable Agreement.
Per Unit Unitholder Merger Consideration
” means (a) the number of New Common Units equal to the quotient of (i)(A) the Equity Merger Consideration, divided by (B) $10.00, divided by (ii) the Fully Diluted
 
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Number, plus (b) an amount in cash equal to (i) the Distributed Cash Amount, divided by (ii) the number of Inspirato Units outstanding as of immediately prior to the Blocker Effective Time, and after giving effect to the A&R Inspirato LLCA, plus (c) a number of shares of Combined Company Class V Common Stock equal to the quotient of (i)(A) the Equity Merger Consideration, divided by (B) $10.00, divided by (ii) the Fully Diluted Number, plus (d) certain rights under the Tax Receivable Agreement.
PIPE
” means that certain private placement in the aggregate amount of approximately $103.5 million, to be consummated substantially concurrently with the consummation of the Business Combination, pursuant to those certain Subscription Agreements with Thayer, under which, subject to the conditions set forth therein, the PIPE Subscribers will purchase approximately 10.3 million shares of Thayer Class A Common Stock at a purchase price of $10.00 per share.
PIPE Commitment
” means an aggregate of approximately $103.5 million committed pursuant to the Subscription Agreements.
PIPE Shares
” means an aggregate of approximately 10.3 million shares of Thayer Class A Common Stock to be issued to PIPE Subscribers in the PIPE.
PIPE Subscribers
” means the purchasers of the PIPE Shares pursuant to the Subscription Agreements.
Private Warrants
” means the warrants to purchase shares of Thayer Class A Common Stock purchased in a private placement in connection with the IPO.
Proposed Bylaws
” means the proposed bylaws of the PubCo that will be effective upon the Closing and are attached to this proxy statement/prospectus as Annex C.
Proposed Certificate of Incorporation
” means the proposed certificate of incorporation of the PubCo that will be effective upon the Closing and is attached to this proxy statement/prospectus as Annex B.
PubCo
” means Inspirato Incorporated, a Delaware corporation, upon and after the consummation of the Business Combination, and excluding any subsidiaries or affiliates.
Public Shares
” means shares of Thayer Class A Common Stock issued as a component of the Thayer Units sold in the IPO (whether such shares were purchased in the IPO or in the secondary market following the IPO).
Public Stockholders
” means the holders of the Public Shares.
Public Warrants
” means the warrants included as a component of the Thayer Units sold in the IPO, each of which is exercisable for one share of Thayer Class A Common Stock, in accordance with its terms.
Registration Rights Agreement
” means that certain amended and restated registration and stockholder rights agreement, to be dated the Closing Date, between the Sponsor, certain holders of Thayer Class A Common Stock and certain unitholders of Inspirato.
SEC
” means the U.S. Securities and Exchange Commission.
Securities Act
” means the U.S. Securities Act of 1933, as amended.
Sponsor
” means Thayer Ventures Acquisition Holdings LLC, a Delaware limited liability company.
Stifel
” means Stifel Nicolaus & Company, Incorporated, capital markets advisor to Thayer and a placement agent for institutional investors to Thayer for the PIPE.
 
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Stockholder Proposals
” means, individually or collectively as the context requires, the Business Combination Proposal, the Charter Proposal, the Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal, the Nasdaq Proposals and/or the Adjournment Proposal.
Subscription Agreement
” means each agreement pursuant to which the PIPE Subscribers agreed to purchase, and Thayer agreed to issue and sell approximately 10.3 million PIPE Shares at a purchase price of $10.00 per share in the PIPE.
Tax Receivable Agreement
” means that certain tax receivable agreement, to be dated the Closing Date, between certain holders of Inspirato Units, owners of equity interests of the Blockers, and the PubCo, pursuant to which, among other things, the PubCo will pay to the other parties thereto 85% of certain tax benefits, if any, that the PubCo realizes.
Thayer
” means Thayer Ventures Acquisition Corporation, a Delaware corporation.
Thayer Capital Stock
” means, collectively, Thayer Class A Common Stock, Thayer Class B Common Stock and Thayer Preferred Stock.
Thayer Class
 A Common Stock
” means Thayer’s Class A Common Stock, par value $0.0001 per share, prior to the filing of the Proposed Certificate of Incorporation.
Thayer Class
 B Common Stock
” means Thayer’s Class B common stock, par value $0.0001 per share, prior to the filing of the Proposed Certificate of Incorporation.
Thayer Preferred Stock
” means Thayer’s preferred stock, par value $0.0001 per share, prior to the filing of the Proposed Certificate of Incorporation.
Thayer Unit
” means one share of Thayer Class A Common Stock and one half of a Thayer Warrant.
Thayer Warrant Agreement
” means that certain warrant agreement, dated December 10, 2020, by and between Thayer and Continental Stock Transfer & Trust Company.
Thayer Warrants
” means whole warrants to purchase shares of Thayer Class A Common Stock as contemplated under the Thayer Warrant Agreement, with each whole warrant exercisable for one share of Thayer Class A Common Stock at an exercise price of $11.50, and refer to whole warrants to purchase shares of Combined Company Class A Common Stock following the consummation of the Business Combination.
Total Per Blocker Cash Consideration
” means, with respect to each Blocker (a) an amount in cash equal to the quotient of (i) the Distributed Cash Amount divided by (ii) the Fully Diluted Number, multiplied by (b) the number of Inspirato Units held by such Blocker as of immediately prior to the Blocker Effective Time, and after giving effect to the A&R Inspirato LLCA.
Total Per Blocker Equity Consideration
” means, with respect to each Blocker (a) a number of shares of Combined Company Class A Common Stock equal to (i) the quotient of (A)(1) the sum of (w) the Equity Merger Consideration, plus (x) with respect to each Blocker, such Blocker’s cash and cash equivalents (if any), minus (y) with respect to each Blocker, such Blocker’s indebtedness (as determined in accordance with the Business Combination Agreement), minus, (z) with respect to each Blocker, such Blocker’s unpaid Transaction Expenses, divided by (2) $10.00, divided by (B) the Fully Diluted Number, multiplied by (ii) the number of Inspirato Units held by such Blocker as of immediately prior to the Blocker Effective Time, and after giving effect to the A&R Inspirato LLCA.
Trading Day
” means any day on which shares of Thayer Class A Common Stock are actually traded on the Trading Market.
 
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Trading Market
” means the stock market on which shares of Thayer Class A Common Stock shall be trading at the time of determination of the Closing Price.
Transaction Expenses
” means, with respect to Thayer, Merger Subs, Blockers or Inspirato (including its subsidiaries), to the extent not paid as of the Closing by such party:
 
   
all fees, costs and expenses (including fees, costs and expenses of third-party advisors, legal counsel, accountants, investment bankers, or other advisors, service providers, representatives) including brokerage fees and commissions, incurred or payable by Thayer, Merger Subs or the Sponsor through the Closing in connection with the preparation of the financial statements in connection with the filings required in connection with the transactions contemplated by the Business Combination Agreement, the negotiation and preparation of the Business Combination Agreement, the other agreements entered into in connection with the Business Combination Agreement and this proxy statement/prospectus and the consummation of the transactions contemplated by the Business Combination Agreement (including due diligence) or in connection with Thayer’s pursuit of a Business Combination, and the performance and compliance with all agreements and conditions contained herein or therein to be performed or complied with;
 
   
all fees, costs and expenses (including fees, costs and expenses of third-party advisors, legal counsel, investment bankers, or other representatives), incurred or payable by Thayer, Merger Subs, Inspirato (including its subsidiaries), or the Blockers through the Closing in connection with the preparation of the financial statements of Inspirato, the negotiation and preparation of the Business Combination Agreement, the other agreements entered into in connection with the Business Combination Agreement and this proxy statement/prospectus and the consummation of the transactions contemplated by the Business Combination Agreement;
 
   
any fees, costs and expenses incurred or payable by the Thayer, Merger Subs, the Sponsor, the Blockers or Inspirato (including its subsidiaries) through the Closing in connection with the PIPE;
 
   
any amounts incurred under or in connection with any retention, severance, transaction, change in control and similar bonuses or arrangements that are owed by Inspirato (including its subsidiaries), Thayer, Merger Subs or any Blocker to any current or former employee or other individual service provider and that will be triggered, solely as a result of the transactions contemplated by this Agreement plus the employer portion of any payroll or other employment taxes related thereto (including, to the extent not included in the computation of indebtedness of Blockers (as determined in accordance with the Business Combination Agreement), all “applicable employment taxes” (as defined in Section 2302(d)(1) of the CARES Act) that any Blocker or Inspirato (including its subsidiaries) has elected to defer pursuant to Section 2302 of the CARES Act, and all payroll or other employment Taxes deferred pursuant to Internal Revenue Service Notice 2020-65 or any related or similar order or declaration from any governmental entity (including without limitation the Presidential Memorandum, dated August 8, 2020, issued by the President of the United States));
 
   
all fees, costs and expenses paid or payable by Inspirato to obtain directors and officers “tail” insurance policy;
 
   
all filing fees paid or payable to a governmental entity in connection with any filing required to be made under the HSR Act;
 
   
all fees, costs and expenses paid or payable to Continental Stock Transfer & Trust Company, as transfer agent;
 
   
any amounts unpaid under the terms of any affiliated transactions, or related to the termination of any affiliated transactions; and
 
   
all transfer taxes required to be paid by Thayer or Inspirato (including its subsidiaries).
 
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Trust Account
” means the trust account that holds the net proceeds of the IPO and a portion of the proceeds from the concurrent sale of the Private Warrants.
UBS
” means UBS Securities LLC, financial advisor and capital markets advisor to Inspirato, and a placement agent for institutional investors to Thayer for the PIPE.
W Capital Blocker
” means W Capital Partners III IBC, Inc., a Delaware corporation.
Written Consent
” means the irrevocable written consent of holders of the Inspirato Requisite Approval in favor of (i) the approval and adoption of the Business Combination Agreement and the Business Combination, (ii) an agreement to enter into, as applicable, any agreements or documentation reasonably required connection with the obligations of Inspirato to terminate certain contracts of Inspirato and (iii) the adoption and approval of the A&R Inspirato LLCA.
Share Calculations and Ownership Percentages
Unless otherwise specified (including in the sections entitled “
Unaudited Pro Forma Condensed Combined Financial Information
” and “
Security Ownership of Certain Beneficial Owners and Management
”), the share calculations and ownership percentages set forth in this proxy statement/prospectus with respect to the holders of capital stock of the Combined Company following the Business Combination are for illustrative purposes only and assume the following:
 
  1.
No Public Stockholders exercise their redemption rights in connection with the Closing, and the balance of the Trust Account as of the Closing is the same as its balance on September 30, 2021 of approximately $176 million.
 
  2.
An aggregate of 27,457,926 shares of Combined Company Class A Common Stock are issued to the Blocker Sellers at the Closing.
 
  3.
An aggregate of 7,650,684 shares of Combined Company Class A Common Stock are reserved for future issuance under the Assumed Inspirato Options at the Closing, which assumes no exercises, forfeitures, or cancellations of options outstanding subsequent to November 20, 2021.
 
  4.
An aggregate of 72,833,319 New Common Units and an equal number of shares of Combined Company Class V Common Stock are issued to Flow Through Sellers at the Closing. See the section entitled “
Certain Agreements Related to the Business Combination
A&R Inspirato LLCA
.”
 
  5.
1,500,000 shares of Thayer Class B Common Stock are forfeited by Sponsor, and 2,812,500 shares of Thayer Class B Common Stock are converted at Closing into an equal number of shares of Combined Company Class A Common Stock. Please see the section entitled “
Certain Agreements Related to the Business Combination
Sponsor Side Letter.
 
  6.
The PIPE Subscribers acquire at the Closing, in accordance with the Subscription Agreements, 10,350,384 million shares of Thayer Class A Common Stock, for an aggregate purchase price of approximately $103.5 million.
 
  7.
For purposes of the number of shares of Thayer Class A Common Stock redeemable, the per share redemption price is $10.20; the actual per share redemption price will be equal to the pro rata portion of the Trust Account calculated as of two business days prior to the Closing.
 
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MARKET INDUSTRY AND DATA
Information contained in this proxy statement/prospectus concerning the market and the industry in which Inspirato competes, including its market position, general expectations of market opportunity and market size, is based on information from various third-party sources, on assumptions made by Inspirato based on such sources and Inspirato’s knowledge of the markets for its services and solutions. Any estimates provided herein involve numerous assumptions and limitations, and you are cautioned not to give undue weight to such information. Third-party sources generally state that the information contained in such source has been obtained from sources believed to be reliable; however, neither Inspirato nor Thayer has verified the accuracy or completeness of third-party data. The industry in which Inspirato operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this proxy statement/prospectus are subject to change based on various factors, including those described in the section entitled “
Risk Factors — Risks Related to Inspirato’s Business and Industry and Risks Related to an Investment in Securities of the Combined Company
” and elsewhere in this proxy statement/prospectus.
 
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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION
The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meeting of stockholders, including with respect to the proposed Business Combination. The following questions and answers may not include all the information that is important to Thayer’s stockholders. Stockholders are urged to read carefully this proxy statement/prospectus in its entirety, including the financial statements and annexes attached hereto and the other documents referred to herein.
Q.    Why am I receiving this proxy statement/prospectus?
 
A.
Thayer has entered into the Business Combination Agreement, dated as of June 30, 2021, (as may be further amended from time to time, the “Business Combination Agreement”), by and among Thayer, the Blocker Merger Subs, the Company Merger Sub, the Blockers and Inspirato, pursuant to which the Blocker Mergers will be effected and, immediately following the Blocker Mergers, Company Merger Sub will merge with and into Inspirato, with Inspirato as the surviving company, resulting in Inspirato becoming a subsidiary of PubCo. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A, and Thayer encourages its stockholders to read it in its entirety. Thayer’s stockholders are being asked to consider and vote upon the Business Combination Proposal to approve and adopt the Business Combination Agreement, among other Stockholder Proposals. See the section titled “
Proposal No.1 — The Business Combination Proposal
.”
The Thayer Units, Thayer Class A Common Stock and Thayer Warrants are currently listed on Nasdaq under the symbols “TVACU,” “TVAC,” and “TVACW,” respectively. Thayer has applied to list the shares of Combined Company Class A Common Stock and the warrants of the Combined Company on the Nasdaq Capital Market under the symbols “ISPO” and “ISPOW,” respectively, upon the Closing. All outstanding Thayer Units will be separated into their component securities immediately prior to the Closing. Accordingly, Thayer will no longer have any Thayer Units following consummation of the Business Combination, and therefore Thayer will instruct Nasdaq to remove the listing of the Thayer Units immediately following the consummation of the Business Combination. Upon the Closing, Thayer intends to change its name from “Thayer Ventures Acquisition Corporation” to “Inspirato Incorporated.”
This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the proposals to be acted upon at the special meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety. This document also constitutes a prospectus of Thayer with respect to the Combined Company Class A Common Stock and Combined Company Class V Common Stock issuable in connection with the Business Combination.
Q.    When and where is the special meeting?
 
A.
In light of the ongoing health concerns relating to the COVID-19 pandemic and to best protect the health and welfare of Thayer’s stockholders and personnel, the special meeting will be held completely virtually, conducted only via webcast at the following address:                 .
There will be no physical meeting location and you will only be able to access the special meeting by means of remote communication.
Thayer stockholders are nevertheless urged to submit their proxies by completing, signing, dating, and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope.
Q.    What matters will stockholders consider at the special meeting?
 
A.
At the Thayer special meeting of stockholders, Thayer will ask its stockholders to vote in favor of the following Stockholder Proposals:
 
   
Proposal No. 1 — The “
Business Combination Proposal
” — To consider and vote upon a proposal to approve and adopt the Business Combination Agreement, dated as of June 30, 2021, (as may be further
 
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amended from time to time, the “Business Combination Agreement”), by and among Thayer, the Blocker Merger Subs, the Company Merger Sub, the Blockers and Inspirato, pursuant to which the Blocker Mergers will be effected and, immediately following the Blocker Mergers, Company Merger Sub will merge with and into Inspirato, with Inspirato as the surviving company, resulting in Inspirato becoming a subsidiary of Thayer.
 
   
Proposal No. 2 — The “
Charter Proposal
” — To consider and vote upon a proposal to adopt the Proposed Certificate of Incorporation in the form attached hereto as Annex B.
 
   
Proposal No. 3 — The “
Governance Proposals
” — To consider and vote upon, on a
non-binding
advisory basis, certain governance provisions in the Proposed Certificate of Incorporation and the Proposed Bylaws, presented separately in accordance with SEC requirements (collectively, the “
Governance Proposals
”):
 
   
Proposal No. 3A — Name Change Charter Amendment
— To change Thayer’s name to “Inspirato Incorporated”;
 
   
Proposal No. 3B — Authorized Share Charter Amendment
— To increase the number of authorized shares of our Class A Common Stock, to authorize a new class of common stock called the Class V Common Stock, and to increase the number of authorized shares of our “blank check” preferred stock;
 
   
Proposal No. 3C — Actions by Stockholders Charter Amendment
— To require that stockholders only act at annual and special meeting of the corporation and not by written consent;
 
   
Proposal No. 3D — Corporate Opportunity Charter Amendment
— To eliminate the current limitations in place on the corporate opportunity doctrine;
 
   
Proposal No. 3E — Voting Thresholds Charter Amendment
— To increase the required vote thresholds for stockholders approving amendments to the Proposed Certificate of Incorporation and the Proposed Bylaws to 66 2/3%;
 
   
Proposal No. 3F — Classified Board Amendment
— To provide that the Combined Company Board be divided into three classes with only one class of directors being elected in each year and each class serving a three-year term; and
 
   
Proposal No. 3G — Additional Governance Amendments
— To approve all other changes in connection with the replacement of the Existing Thayer Bylaws and Existing Thayer Certificate of Incorporation with the Proposed Certificate of Incorporation and the Proposed Bylaws, including adopting Delaware as the exclusive forum for certain shareholder litigation.
 
   
Proposal No. 4 — The “
Incentive Plan Proposal
” — To consider and vote upon a proposal to approve the Inspirato 2021 Equity Incentive Plan, including the authorization of the initial share reserve under such plan.
 
   
Proposal No. 5 — The “
ESPP Proposal
” — To consider and vote upon a proposal to approve the Inspirato 2021 Employee Stock Purchase Plan, including the authorization of the initial share reserve under such plan.
 
   
Proposal No.6 — The “
Nasdaq Proposals
” — To consider and vote upon the following proposals, presented separately:
 
   
Proposal No. 6A — Merger Shares Issuance
— To issue Combined Company Class A Common Stock and Combined Company Class V Common Stock in connection with the Mergers pursuant to the Business Combination Agreement.
 
   
Proposal No. 6B — PIPE Shares Issuance
— To issue Thayer Class A Common Stock to the investors in the PIPE (as defined herein).
 
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Proposal No. 7 — The “
Adjournment Proposal
” — A proposal to adjourn the special meeting of Thayer’s stockholders to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote at such special meeting.
Thayer may not consummate the Business Combination unless the Business Combination Proposal, the Charter Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Nasdaq Proposals are approved at the special meeting, each of which is conditioned upon all such proposals having been approved at the special meeting. The approval of the Charter Proposal requires the affirmative vote (virtually in person or by proxy) of a majority of outstanding shares of Thayer Capital Stock as of the Record Date voting together as a single class and a majority of the outstanding voting power of the Thayer Class B Common Stock voting together as a single class.
The approval of the Business Combination Proposal, the Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal and the Nasdaq Proposals requires the affirmative vote (virtually in person or by proxy) of holders of a majority of the shares of Thayer Capital Stock that are voted at the special meeting of stockholders. The Adjournment Proposal is not conditioned on the approval of any other Stockholder Proposal set forth in this proxy statement/prospectus. The Business Combination is not conditioned on the separate approval of the Governance Proposals (separate and apart from approval of the Charter Proposal).
Thayer will hold a special meeting of its stockholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the special meeting. Stockholders should read it carefully.
The vote of stockholders is important. Stockholders are encouraged to vote by submitting their proxy as soon as possible after carefully reviewing this proxy statement/prospectus.
Q.    Why is Thayer proposing the Governance Proposals?
 
A.
As required by applicable SEC guidance, Thayer is requesting that its stockholders vote upon, on a
non-binding,
advisory basis, a proposal to approve certain governance provisions contained in the Proposed Certificate of Incorporation and Proposed Bylaws that may reasonably be considered to materially affect stockholder rights and therefore require a
non-binding,
advisory basis vote pursuant to SEC guidance. This
non-binding,
advisory vote is not otherwise required by Delaware law and is separate and apart from the Charter Proposal, but consistent with SEC guidance, Thayer is submitting these provisions to its stockholders separately for approval. However, the stockholder vote regarding this proposal is an advisory vote and is not binding on Thayer or its board of directors (separate and apart from the approval of the Charter Proposal). Furthermore, the Business Combination is not conditioned on the separate approval of the Governance Proposals (separate and apart from approval of the Charter Proposal).
Q.    Are any of the proposals conditioned on one another?
 
A.
Thayer may not consummate the Business Combination unless the Business Combination Proposal, the Charter Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Nasdaq Proposals are approved at the special meeting, each of which is conditioned upon all such proposals having been approved at the special meeting. The approval of the Charter Proposal requires the affirmative vote (virtually in person or by proxy) of a majority of the outstanding shares of Thayer Capital Stock voting together as a single class and a majority of the outstanding voting power of the Thayer Class B Common Stock voting together as a single class. The approval of the Business Combination Proposal, the Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal and the Nasdaq Proposals requires the affirmative vote (virtually in person or by proxy) of holders of a majority of the shares of Thayer Capital Stock that are voted at the special meeting of stockholders. The Adjournment Proposal is not conditioned on the approval of any other Stockholder Proposal set forth in this proxy statement/prospectus. The Business Combination is not conditioned on the separate approval of the Governance Proposals (separate and apart from approval of the Charter Proposal).
 
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It is important for you to note that in the event the Business Combination Proposal is not approved, then Thayer will not consummate the Business Combination. If Thayer does not consummate the Business Combination and fails to complete an initial business combination by June 15, 2022 or obtain the approval of Thayer stockholders to extend the deadline for Thayer to consummate an initial business combination, then Thayer will be required to dissolve and liquidate.
Q.    What will happen upon the consummation of the Business Combination?
 
A.
The Business Combination consists of a series of transactions pursuant to which Thayer will acquire a majority of the equity interests of Inspirato through a series of mergers, with Inspirato becoming a direct subsidiary of Thayer, and Thayer changing its name to “Inspirato Incorporated.”
Q.    What consideration will be received in connection with the Business Combination?
 
A.
At the Closing, (i) the equity interests of each Blocker will be cancelled and converted into the right to receive (A) shares of Combined Company Class A Common Stock based on such Blocker’s pro rata ownership of Inspirato (adjusted upward for cash and cash equivalents of such Blocker and adjusted downward for debt and transaction expenses of such Blocker), plus (B) cash, if any, based on such Blocker’s pro rata ownership, plus (C) certain rights under the Tax Receivable Agreement; (ii) the outstanding units of Inspirato (other than any units held by Thayer or any of its subsidiaries following the Blocker Mergers) will be cancelled and converted into the right to receive (1) New Common Units of Inspirato, (2) cash, if any, (3) shares of Combined Company Class V Common Stock and (4) certain rights under the Tax Receivable Agreement; and (iii) each option to purchase Inspirato Units will be converted into an option to purchase Combined Company Class A Common Stock. For additional information, please see the section titled “
The Business Combination Agreement — Consideration to be Received in the Business Combination — Holders of Inspirato Options
” of this proxy statement / prospectus.
The aggregate consideration to be paid to Inspirato unitholders, including the Blockers, is based on an equity valuation of Inspirato equal to $1.07 billion, subject to (i) an upward adjustment for the aggregate amount of Transaction Expenses incurred by Thayer in excess of $15 million; (ii) an upward adjustment for the greater of (1) $0 and (2) the amount, if any, by which (A) cash and cash equivalents of Inspirato (together with its subsidiaries), minus (B) Distributed Cash Amount (as defined below), minus (C) indebtedness of Inspirato for borrowed money or evidenced by notes, bonds, debentures or similar contracts or instruments, exceeds $20 million; and (iii) an upward adjustment for the aggregate amount of exercise price that would be paid to Inspirato in respect of the exercise in full of all Inspirato Options immediately prior to the Business Combination. The “Distributed Cash Amount” is an amount in cash to be determined by Inspirato, provided that Inspirato may not distribute more than $5 million without Thayer’s consent if Inspirato’s cash and cash equivalents (after such distribution) would be less than $20 million.
Following the completion of the Business Combination, as described above, our organizational structure will be what is commonly referred to as an umbrella partnership corporation (or
UP-C)
structure, which is often used by entities classified as a partnership for U.S. federal income tax purposes, such as Inspirato, undertaking an initial public offering. However, the UP-C structure is not used by entities classified as a corporation for U.S. federal income tax purposes undertaking an initial public offering or entering into an initial business combination with a SPAC. This UP-C structure will allow the Flow-Through Sellers (as defined below in the section titled “
The Business Combination Agreement
 
 
Description of the Business Combination Agreement; Structure of the
Business Combination
”) to retain their equity ownership in Inspirato in the form of New Common Units. Each Flow-Through Seller also will hold a number of shares of Combined Company Class V Common Stock equal to the number of New Common Units held by such Flow-Through Seller, which will have no economic value, but will entitle the holder thereof to one (1) vote per share at any meeting of the shareholders of the PubCo. The Blocker Sellers, by contrast, hold Combined Company Class A Common Stock. The parties agreed to structure the Business Combination in this manner to permit the Flow-Through Sellers to continue to realize the tax benefits associated with their ownership in
 
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an entity that is treated as a partnership for U.S. federal income tax purposes and PubCo, as a holder of New Common Units, will realize the same tax benefits. The UP-C structure also provides potential future tax benefits to PubCo (85% of which PubCo will give up and pay to the Flow-Through Sellers pro rata based on their ownership of New Common Units pursuant to the Tax Receivable Agreement), which are expected to arise when the Flow-Through Sellers ultimately exchange their New Common Units and Combined Company Class V Common Stock for shares of Combined Company Class A Common Stock. Because the New Common Units are issued by Inspirato and not PubCo, the New Common Units could be entitled to different after-tax economics on a per unit basis compared to the Combined Company Class A Common Stock on a per share basis (for example, as a result of PubCo being subject to corporate income tax, and the potential that holders of New Common Units will receive distributions, including tax distributions, directly from Inspirato but PubCo may not make corresponding distributions to the holders of Combined Company Class A Common Stock). See the section entitled “
Risk Factors
 
 
Risks
Related to Our Organizational Structure
” for additional information on our organizational structure, including the Tax Receivable Agreement.
The A&R Inspirato LLCA will provide unitholders in Inspirato (other than PubCo and its subsidiaries) the right to exchange New Common Units, together with the cancellation of an equal number of shares of Combined Company Class V Common Stock, for an equal number of shares of Combined Company Class A Common Stock (or cash), subject to certain restrictions set forth therein. Each share of Combined Company Class A Common Stock will provide the holder the rights to vote, receive dividends, and share in distributions in connection with a liquidation and other stockholder rights with respect to the Combined Company.
Q.    What is the Tax Receivable Agreement?
 
A.
Concurrently with the completion of the Business Combination, PubCo will enter into the Tax Receivable Agreement, in substantially the form attached to this proxy statement/prospectus as Annex H. Pursuant to the Tax Receivable Agreement, PubCo will be required to pay the Flow-Through Sellers and the Blocker Sellers 85% of the tax savings that PubCo realizes as a result of increases in tax basis in Inspirato’s and its subsidiaries’ assets resulting from the sale of Inspirato Units for the consideration paid pursuant to the Business Combination Agreement and the future exchange of New Common Units for shares of Combined Company Class A Common Stock (or cash) pursuant to the A&R Inspirato LLCA, and certain
pre-existing
tax attributes of the Blockers, as well as certain other tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. The term of the Tax Receivable Agreement will continue until all such tax benefits have been utilized or expired unless PubCo exercises its right to terminate the Tax Receivable Agreement for an amount representing the present value of anticipated future tax benefits under the Tax Receivable Agreement or certain other acceleration events occur. For more information on the Tax Receivable Agreement, please see the section entitled “
Certain Agreements Related to the Business Combination
 
 
Tax Receivable Agreement
.”
Q.    Why is Thayer proposing the Business Combination Proposal?
 
A.
Thayer was organized for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities. Thayer is not limited to a particular industry or geographic region, but focused its search on businesses in industries that complement its management team’s background, and it intends to capitalize on the ability of its management team to identify and acquire a business, focusing on the travel and transportation industries where its management has extensive investment experience.
Thayer received net proceeds of approximately $176 million from its IPO, including from the sale of the Private Warrants. In accordance with the Existing Thayer Certificate of Incorporation, Public Stockholders may redeem the Public Shares then held by them for cash equal to their pro rata share of the aggregate
 
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amount on deposit in the Trust Account as of two business days prior to the Closing upon the consummation of the Business Combination. See the question titled “
What happens to the funds held in the Trust Account upon consummation of the Business Combination?
” for more information.
There are currently 17,250,000 shares of Thayer Class A Common Stock issued and outstanding and 4,312,500 shares of Thayer Class B Common Stock issued and outstanding. In addition, there are currently 15,800,000 Thayer Warrants issued and outstanding, consisting of 8,625,000 Public Warrants and 7,175,000 Private Warrants. Each Thayer Warrant entitles the holder thereof to purchase one share of Thayer Class A Common Stock at a price of $11.50 per share. The Thayer Warrants will become exercisable 30 days after the completion of a business combination, and expire at 5:00 p.m., New York City time, five years after the completion of a business combination or earlier upon redemption or liquidation.
Under the Existing Thayer Certificate of Incorporation, all Public Stockholders have the opportunity to redeem their Public Shares upon the consummation of a business combination. The Public Warrants are
non-redeemable.
The Private Warrants are
non-redeemable
so long as they are held by their initial purchasers or their permitted transferees.
 
Q.
Did Thayer’s board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?
 
A.
Thayer’s board of directors did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. In analyzing the Business Combination, Thayer’s board of directors and management conducted due diligence on Inspirato and researched the industry in which Inspirato operates and concluded that the Business Combination was in the best interest of Thayer’s stockholders. In reaching this conclusion, Thayer’s board of directors considered a number of factors and a broad range of information, including publicly available information and information provided by Inspirato. Thayer’s board of directors believes that based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its stockholders. Thayer’s board of directors also determined, without seeking a valuation from a financial advisor, that Inspirato’s fair market value was at least 80% of Thayer’s net assets, excluding any taxes payable on interest earned. Accordingly, investors will be relying on the judgment of Thayer’s board of directors, as described above, in valuing Inspirato’s business and assuming the risk that Thayer’s board of directors may not have properly valued such business. For a complete discussion of the factors utilized by Thayer’s board of directors in approving the Business Combination, see the section titled “Proposal No. 1 — The Business Combination Proposal — The Business Combination — Thayer’s Board of Directors’ Reasons for the Approval of the Business Combination.”
 
Q.
Who will have the right to nominate or appoint directors to the PubCo’s board after the consummation of the Business Combination?
 
A.
The holders of the Combined Company Class A Common Stock and Combined Company Class V Common Stock voting together as a single class (or, if the holders of one or more series of Combined Company Preferred Stock are entitled to vote together with holders of the Combined Company Common Stock, as a single class with the holders of such other series of Combined Company Preferred Stock) shall have the exclusive right to vote for the election of directors.
The board of directors of the PubCo (the “PubCo Board”) shall be divided into three classes, as nearly equal in number as possible and designated Class I, Class II and Class III. The PubCo Board is authorized to assign members of the PubCo Board already in office to Class I, Class II or Class III. The term of the initial Class I directors shall expire at the first annual meeting of the stockholders of the PubCo following the Effective Time and the term of the initial Class III directors shall expire at the third annual meeting of the stockholders of the PubCo following the Effective Time.
 
 
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At each annual meeting of the stockholders of the PubCo, beginning with the first annual meeting of the stockholders of the PubCo following the Effective Time, each of the successors meeting of the stockholders of the PubCo following the Effective Time, the term of the initial Class II directors shall expire at the second annual elected to the class of directors whose term expires at that annual meeting shall be elected for a three-year term or until the election and qualification of their respective successors in office, subject to their earlier death, resignation or removal. If the number of directors that constitutes the PubCo Board is changed, any increase or decrease shall be apportioned by the PubCo Board among the classes so as to maintain the number of directors in each class as nearly equal as possible, but in no case shall a decrease in the number of directors constituting the PubCo shorten the term of any incumbent director.
Whenever the holders of one or more series of Combined Company Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of Combined Company Preferred Stock as set forth in the Combined Company’s certificate of incorporation then in effect.
Q.    Do I have redemption rights?
 
A.
If you are a Public Stockholder, you may redeem your Public Shares for cash equal to your pro rata share of the aggregate amount on deposit in the Trust Account, which holds the proceeds of the IPO, as of two business days prior to the Closing, including interest earned on the funds held in the Trust Account and not previously released to Thayer to pay its income taxes or any other taxes payable, upon the Closing. The per share amount Thayer will distribute to holders who properly redeem their shares will not be reduced by the deferred underwriting commissions Thayer will pay to the underwriters of its IPO if the Business Combination is consummated. Holders of the outstanding Public Warrants do not have redemption rights with respect to such warrants in connection with the Business Combination. The Sponsor has agreed to waive its redemption rights with respect to its shares and any Public Shares that it may have acquired during or after the IPO in connection with the completion of Thayer’s business combination. The shares of Thayer Capital Stock purchased by the Sponsor in connection with our IPO will be excluded from the pro rata calculation used to determine the per share redemption price. For illustrative purposes, based on funds in the Trust Account of approximately $176 million on September 30, 2021, the estimated per share redemption price would have been approximately $10.20. Additionally, Public Shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the Trust Account, including interest (which interest shall be net of taxes payable by Thayer), in connection with the liquidation of the Trust Account.
Q.    Will how I vote affect my ability to exercise redemption rights?
 
A.
No. You may exercise your redemption rights whether you vote your Public Shares for or against the Business Combination Proposal and other Stockholder Proposals or do not vote your shares. As a result, the Business Combination Proposal can be approved by stockholders who will redeem their Public Shares and no longer remain stockholders, leaving stockholders who choose not to redeem their Public Shares holding shares in a company with a less liquid trading market, fewer stockholders, less cash, and the potential inability to meet the listing standards of Nasdaq.
Q.    How do I exercise my redemption rights?
 
A.
In order to exercise your redemption rights, you must, prior to            Eastern time on                    , 2021 (two business days before the special meeting of stockholders), (i) submit a written request to Thayer’s transfer agent to redeem your Public Shares for cash, and (ii) deliver your stock to Thayer’s transfer agent physically or electronically through The Depository Trust Company (“DTC”). For the address of Continental Stock Transfer & Trust Company, Thayer’s transfer agent, see the question “Who can help answer my questions?” below. Thayer requests that any requests for redemption include the identity as to the beneficial owner making such request. Electronic delivery of your shares generally will be faster than delivery of physical stock certificates.
 
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A physical stock certificate will not be needed if your stock is delivered to Thayer’s transfer agent electronically. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and Thayer’s transfer agent will need to act to facilitate the request. It is Thayer’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because Thayer does not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. Under the Existing Thayer Bylaws, Thayer is required to provide at least 10 days advance notice of any stockholder meeting, which would be the minimum amount of time a stockholder would have to determine whether to exercise redemption rights. Accordingly, if it takes longer than anticipated for stockholders to deliver their shares, stockholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their shares. In the event that a stockholder fails to comply with the various procedures that must be complied with in order to validly tender or redeem Public Shares, its shares may not be redeemed.
Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with Thayer’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares to Thayer’s transfer agent for redemption and decide within the required timeframe not to exercise your redemption rights, you may request that Thayer’s transfer agent return the shares (physically or electronically). You may make such request by contacting Thayer’s transfer agent at the phone number or address listed under the question, “Who can help answer my questions?”.
Q.    What are the U.S. federal income tax consequences of exercising my redemption rights?
 
A.
The U.S. federal income tax consequences of exercising your redemption rights depend on your particular facts and circumstances. See the section titled “
Material U.S. Federal Income Tax Considerations of the Redemption Rights and Blocker Mergers
.” You are urged to consult your tax advisor regarding the tax consequences of exercising your redemption rights.
Q.    If I hold Thayer Warrants, can I exercise redemption rights with respect to my warrants?
 
A.
No. Holders of Thayer Warrants have no redemption rights with respect to the Thayer Warrants; however, if such Holders choose to redeem their shares of Thayer Capital Stock to which the Thayer Warrants entitle them, those Holders may still exercise their Thayer Warrants if the Business Combination is consummated.
Q.    Do I have appraisal rights if I object to the proposed Business Combination?
 
A.
No. There are no appraisal rights available to holders of shares of Thayer Capital Stock in connection with the Business Combination.
 
Q.    What
happens to the funds held in the Trust Account upon consummation of the Business Combination?
 
A.
If the Business Combination is consummated, the funds held in the Trust Account will be released to pay (i) Thayer stockholders who properly exercise their redemption rights and (ii) certain expenses incurred by Inspirato and Thayer in connection with the Business Combination, to the extent not otherwise paid prior to the Closing. The remaining funds available for release from the Trust Account will be used for general corporate purposes of the Combined Company following the Business Combination.
Q.    Will Thayer obtain new financing in connection with the Business Combination?
 
A.
PIPE Subscribers have committed to purchase an aggregate of approximately 10.3 million shares of Thayer Class A Common Stock in the PIPE at a purchase price of $10.00 per share, for an aggregate purchase price of approximately $103.5 million.
 
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Q.    What happens to the proceeds from the PIPE upon consummation of the Business Combination?
 
A.
The PIPE is expected to close concurrently with the Closing. Upon the closing of both the Business Combination and the PIPE, the proceeds from the PIPE will be released to Thayer and will be contributed to Inspirato for general corporate purposes of the Combined Company following the Business Combination.
 
Q.
What happens if a substantial number of Public Stockholders vote in favor of the Business Combination Proposal and exercise their redemption rights?
 
A.
Public Stockholders may vote in favor of the Business Combination and still exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Stockholders are reduced as a result of redemptions by Public Stockholders.
In no event will Thayer redeem Public Shares in an amount that would cause its net tangible assets (as determined in accordance with Rule
3a51-1(g)(1)
of the Exchange Act) to be less than $5,000,001 after giving effect to the exercise of redemption rights. If enough Public Stockholders exercise their redemption rights such that Thayer cannot satisfy the net tangible asset requirement, Thayer would not proceed with the redemption of our Public Shares and the Business Combination, and instead may search for an alternate business combination. Further, a condition to Inspirato’s obligations to consummate the Merger include, among others, that as of the Closing, the aggregate amount of cash in the Trust Account (after reductions for the aggregate amount of payments required to be made in connection with the redemption of Public Shares), plus proceeds from the PIPE actually received by Thayer, will be equal to or greater than $140 million.
As a result of redemptions, the trading market for the Combined Company Class A Common Stock may be less liquid than the market for Thayer Capital Stock was prior to the Business Combination and the Combined Company may not be able to meet the listing standards of a national securities exchange.
Additionally, with fewer funds available from the Trust Account, the capital infusion from the Trust Account into the Combined Company will be reduced and the Combined Company may not be able to achieve its business plan and may require additional financing sooner than currently anticipated.
Q.    What happens if the Business Combination is not consummated?
 
A.
There are certain circumstances under which the Business Combination Agreement may be terminated.
See the section titled “
The Business Combination Agreement — Termination
” for information regarding the parties’ specific termination rights.
If Thayer does not complete the proposed Business Combination with Inspirato for whatever reason, Thayer would search for another business combination partner with which to complete a business combination. If Thayer does not complete a business combination with Inspirato or another business combination partner by June 15, 2022, Thayer must redeem 100% of the outstanding Public Shares, at a per share price, payable in cash, equal to the amount then held in the Trust Account
divided by
the number of then outstanding Public Shares. The Sponsor has no redemption rights in the event a business combination is not consummated in the required time period, and, accordingly, its shares of Thayer Capital Stock will be worthless. Additionally, in the event of such a liquidation, as described above, there will be no distribution with respect to outstanding Thayer Warrants and, accordingly, the Thayer Warrants will expire and be worthless.
Q.    What is Inspirato?
 
A.
Inspirato is a subscription-based luxury travel company that provides unique solutions for (i) affluent travelers seeking superior service and certainty across a wide variety of accommodations and experiences and (ii) hospitality suppliers who want to solve pain points that include monetizing excess inventory and efficiently outsourcing the hassle involved in managing rental properties.
 
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For travelers, Inspirato offers access to a diverse portfolio of curated luxury vacation options that, as of September 30, 2021, included over 400 private luxury vacation homes available exclusively to its subscribers, and accommodations at over 430 luxury hotel and resort partners in more than 235 destinations around the world. Inspirato’s portfolio also includes Inspirato Only, featuring
one-of-a-kind
luxury safaris, cruises, and other experiences, and Bespoke, which offers custom-designed “bucket list” itineraries. Every Inspirato trip comes with Inspirato’s personalized service envelope — including
pre-trip
planning, on-site concierge, and daily housekeeping — designed to meet the needs of affluent travelers and drive exceptional customer satisfaction.
For more information, see the section titled “
Information About Inspirato
.”
 
Q.
What equity stake will current Thayer stockholders and Inspirato unitholders have in the Combined Company after the Closing?
 
A.
It is anticipated that, (i) based on Inspirato’s capitalization as of November 20, 2021, (ii) after giving effect to the A&R Inspirato LLCA, (iii) after giving effect to the forfeiture by the Sponsor of 1,500,000 shares of Thayer Class B Common Stock and (iv) after giving effect to certain repurchases by Inspirato prior to the Closing, upon the consummation of the Business Combination and the PIPE, the fully diluted ownership of the PubCo assuming various levels of redemption by Public Stockholders will be as follows:
 
   
Redemption Threshold
 
   
No Redemption
(1)
   
25%
(2)
   
50%
(3)
   
75%
(4)
   
Maximum
Redemption
(5)
 
   
Shares
   
%
   
Shares
   
%
   
Shares
   
%
   
Shares
   
%
   
Shares
   
%
 
Public Stockholders
    17,250,000       11.2       13,850,000       9.2       10,450,000       7.1       7,050,000       4.9       3,650,000       2.6  
Public Warrants
(6)
    8,625,000       5.6       8,625,000       5.7       8,625,000       5.9       8,625,000       6.0       8,625,000       6.1  
Total (Public):
    25,875,000       16.8       22,475,000       14.9       19,075,000       12.9       15,675,000       10.9       12,275,000       8.7  
Thayer Class B Common Stock
    2,812,500       1.8       2,812,500       1.9       2,812,500       1.9       2,812,500       2.0       2,812,500       2.0  
Private Warrants
(6)
    7,175,000       4.7       7,175,000       4.8       7,175,000       4.9       7,175,000       5.0       7,175,000       5.1  
Total (Sponsor):
    9,987,500       6.5       9,987,500       6.6       9,987,500       6.8       9,987,500       6.9       9,987,500       7.1  
Total PIPE Subscribers:
    10,350,384       6.7       10,350,384       6.9       10,350,384       7.0       10,350,384       7.2       10,350,384       7.4  
Inspirato unitholders
(7)
    100,291,245       65.1       100,291,245       66.5       100,291,245       68.1       100,291,245       69.7       100,291,245       71.4  
Assumed Inspirato Options
(8)
    7,650,684       5.0       7,650,684       5.1       7,650,684       5.2       7,650,684       5.3       7,650,684       5.4  
Total (Inspirato)
(9)
:
    107,941,929       70.0       107,941,929       71.6       107,941,929       73.3       107,941,929       75.0       107,941,929       76.8  
Total:
    154,154,813       100.0       150,754,813       100.0       147,354,813       100.0       143,954,813       100.0       140,554,813       100.0  
 
(1)
Assumes that no shares of Thayer Class A Common Stock are redeemed.
(2)
Assumes that 3.4 million shares of Thayer Class A Common Stock, or 25% of the shares assumed to be redeemed under the Maximum Redemption scenario, are redeemed.
(3)
Assumes that 6.8 million shares of Thayer Class A Common Stock, or 50% of the shares assumed to be redeemed under the Maximum Redemption scenario, are redeemed.
(4)
Assumes that 10.2 million shares of Thayer Class A Common Stock, or 75% of the shares assumed to be redeemed under the Maximum Redemption scenario, are redeemed.
(5)
Assumes that 13.6 million shares of Thayer Class A Common Stock are redeemed, which is the maximum amount which may be redeemed while still satisfying the $140 million minimum cash proceeds condition in the Business Combination Agreement.
(6)
Assumes the exercise of all Thayer Warrants for Combined Company Class A Common Stock, which are not exercisable until 30 days after the completion of the Business Combination.
(7)
Represents shares of Combined Company Class A Common Stock issued to the Blocker Sellers, shares of Combined Company Class A Common Stock exchangeable for Combined Company Class V Common Stock and an equal number of New Common Units issued to the Flow-Through Sellers, and Inspirato profits interests holders.
(8)
Assumes the exercise of all the Assumed Inspirato Options for Combined Company Class A Common Stock.
(9)
Excludes PIPE Shares issued to PIPE Subscribers that are also Inspirato unitholders.
Share ownership presented in the table above is only presented for illustrative purposes and are based on a number of assumptions. Thayer cannot predict how many of its public shareholders will exercise their right to have their public shares redeemed for cash. As a result, the redemption amount and the number of Thayer Public Shares redeemed in connection with the Business Combination may differ from the amounts presented above. As such, the ownership percentages and voting power of current Thayer stockholders and Inspirato unitholders may also differ from the presentation above if the actual redemptions are different from these assumptions. Public Stockholders that do not elect to redeem their Public Shares will experience dilution as a result of the Business
 
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Combination. The Public Stockholders currently own 80% of Thayer’s Capital Stock. As noted in the above table, if no Public Stockholders redeem their Public Shares in the Business Combination, the Public Stockholders will go from owning 80% of the Thayer Capital Stock prior to the Business Combination to owning 16.8% of the total shares outstanding of the Combined Company. The Public Stockholders will own representing approximately 15.0%, 13.0%, 10.9% and 8.8% of the total shares outstanding of the Combined Company, assuming redemptions equaling 25.0%, 50.0% and 75.0% and Maximum Redemption scenarios as shown above, respectively.
The level of redemption also impacts the effective deferred underwriting fee per Public Share incurred in connection with Thayer’s initial public offering and payable upon the completion of the Business Combination. Thayer incurred $6,900,000 in deferred underwriting fees. Assuming no exercise of Thayer Warrants, in a no redemption scenario, the effective deferred underwriting fee would be approximately $0.40 per Public Share on a pro forma basis (or 4.0% of the value of shares assuming a trading price of $10.00 per share). In a low redemption scenario in which 25% of the shares assumed to be redeemed under the Maximum Redemption scenario, are redeemed in connection with the Business Combination, the effective deferred underwriting fee would be approximately $0.50 per Public Share on a pro forma basis (or 5.0% of the value of shares assuming a trading price of $10.00 per share). In a medium redemption scenario in which 50% of the shares assumed to be redeemed under the Maximum Redemption scenario, are redeemed in connection with the Business Combination, the effective deferred underwriting fee would be approximately $0.66 per Public Share on a pro forma basis (or 6.6% of the value of shares assuming a trading price of $10.00 per share). In a high redemption scenario in which 75% of the shares assumed to be redeemed under the Maximum Redemption scenario, are redeemed in connection with the Business Combination, the effective deferred underwriting fee would be approximately $0.98 per Public Share on a pro forma basis (or 9.8% of the value of shares assuming a trading price of $10.00 per share). In the Maximum Redemption scenario, the effective deferred underwriting fee would be approximately $1.89 per Public Share on a pro forma basis (or 18.9% of the value of shares assuming a trading price of $10.00 per share).
 
Q.    Who
will be the officers and directors of the Combined Company if the Business Combination is consummated?
 
A.
The Business Combination Agreement provides that, upon the Closing, the PubCo Board will be comprised of Brent Handler, Brad Handler, R. Scot (Scot) Sellers, Michael Armstrong, Chris Hemmeter, Ann Payne and Eric Grosse. Immediately following the consummation of the Business Combination, we expect that the following will be the officers of the Combined Company: Brad Handler as Executive Chairman, Brent Handler as Chief Executive Officer, David Kallery as President and R. Webster (Web) Neighbor as Chief Financial Officer. See the section titled “
Management After the Business Combination
.”
Q.    What conditions must be satisfied to consummate the Business Combination?
 
A.
There are a number of Closing conditions in the Business Combination Agreement, including that Thayer’s stockholders and holders of Inspirato Units have approved and adopted the Business Combination Agreement, the effectiveness of the Registration Statement of which this proxy statement/prospectus forms a part, the receipt of certain regulatory approvals (including, but not limited to, approval for listing on Nasdaq of the Combined Company Class A Common Stock to be issued in connection with the Merger and the expiration or early termination of the waiting period or periods under the HSR Act), that Thayer has at least $5,000,001 of net tangible assets upon Closing and the absence of any injunctions. Other conditions to Inspirato’s obligations to consummate the Merger include, among others, that as of the Closing, the aggregate amount of cash in the Trust Account (after reductions for the aggregate amount of payments required to be made in connection with the redemption of Public Shares), plus proceeds from the PIPE actually received by Thayer, will be equal to or greater than $140 million.
 
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The conditions to Closing with respect to the Blockers will only affect the ability of a particular Blocker Merger to close, rather than the broader transaction. If a Blocker Merger cannot close, such Blocker will be treated as an ordinary unitholder of Inspirato and receive the Per Unit Unitholder Merger Consideration.
Any Closing condition that is required by applicable law (such as the applicable waiting periods under the HSR Act having expired, or there being no governmental order, statute, rule or regulation enjoining or prohibiting the consummation of the Business Combination), cannot be waived by either Thayer or Inspirato. Subject to the foregoing, Closing conditions to Thayer’s obligation to close can be waived by Thayer and Closing conditions to Inspirato’s obligation to close can be waived by Inspirato, but neither party is required to waive any Closing conditions.
For a summary of the conditions that must be satisfied or waived prior to the consummation of the Business Combination, see the section titled “
The Business Combination Agreement — Closing Conditions
.”
Q.    What happens if I sell my shares of Thayer Capital Stock before the special meeting of stockholders?
 
A.
The Record Date for the special meeting of stockholders will be earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of Thayer Capital Stock after the Record Date, but before the special meeting of stockholders, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting of stockholders. However, you will not become a Combined Company Stockholder following the Closing because only Thayer’s stockholders on the Closing Date will become Combined Company Stockholders.
Q.    What vote is required to approve the proposals presented at the special meeting of stockholders?
 
A.
The approval of the Charter Proposal requires the affirmative vote (virtually in person or by proxy) of a majority of outstanding shares of Thayer Capital Stock voting together as a single class and a majority of the outstanding voting power of the Thayer Class B Common Stock voting together as a single class. The class vote of the Thayer Class B Common Stock has already been obtained by a written consent. Accordingly, a Thayer stockholder’s failure to vote by proxy or to vote online at the virtual special meeting of stockholders, an abstention from voting or a broker
non-vote
will have the same effect as a vote against the Charter Proposal.
The approval of each of the Business Combination Proposal, the Governance Proposals, Incentive Plan Proposal, ESPP Proposal, Nasdaq Proposals and Adjournment Proposal requires the affirmative vote (virtually in person or by proxy) of the holders of a majority of the shares of Thayer Capital Stock that are voted at the special meeting of stockholders. Accordingly, a Thayer stockholder’s failure to vote by proxy or to vote online at the virtual special meeting of stockholders, an abstention from voting, or a broker
non-vote
will have no effect on the outcome of any vote on these Stockholder Proposals.
The Sponsor and directors of Thayer collectively own all of the outstanding shares of Thayer Class B Common Stock and have agreed, together with Thayer’ executive officers and directors, to vote all shares of Thayer Capital Stock owned by Sponsor or such director, as applicable, including the Thayer Class B Common Stock, in favor of the Business Combination Proposal, the Charter Proposal, the Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal and the Nasdaq Proposals. Such holders represent     % of the issued and outstanding shares of Thayer Capital Stock as of the Record Date. As a result, the affirmative vote of holders of an additional             shares of Thayer Capital Stock, representing only     % of the remaining shares of Thayer Capital Stock held by the Public Stockholders as of the Record Date, assuming the minimum number of shares required to constitute a quorum are voted at the special meeting, would be required to approve the Business Combination Proposal, the Charter Proposal, the Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal and the Nasdaq Proposals.
 
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Q.
May Thayer or Thayer’s directors, officers or advisors, or their affiliates, purchase shares in connection with the Business Combination?
 
A.
In connection with the stockholder vote to approve the proposed Business Combination, Thayer’s board of directors, officers, advisors or their affiliates may privately negotiate transactions to purchase shares prior to the Closing from stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per share pro rata portion of the Trust Account without the prior written consent of Inspirato. None of the directors, officers or advisors, or their respective affiliates, will make any such purchases when they are in possession of any material
non-public
information not disclosed to the seller of such shares. Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the directors, officers or advisors, or their affiliates, purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per share pro rata portion of the Trust Account. The purpose of these purchases would be to increase the amount of cash available to Thayer for use in the Business Combination.
Q.    How many votes do I have at the special meeting of stockholders?
 
A.
Thayer’s stockholders are entitled to one vote at the special meeting for each share of Thayer Capital Stock held of record as of the Record Date. As of the close of business on the Record Date, there were                shares and                 shares outstanding of Thayer Class A Common Stock and Thayer Class B Common Stock, respectively, held by holders of record.
 
Q.    What
interests do the Sponsor and Thayer’s current officers and directors have in the Business Combination?
 
A.
Thayer’s board of directors and executive officers may have interests in the Business Combination that are different from, in addition to, or in conflict with, yours. These interests include:
 
   
While the Sponsor does not have any ownership in Inspirato directly, the beneficial ownership of the Sponsor and Thayer’s board of directors and officers of an aggregate of 2,812,500 Founder Shares (after giving effect to the agreed upon forfeiture of 1.5 million Founder Shares upon the consummation of the Business Combination), which shares would become worthless if Thayer does not complete a business combination within the applicable time period, as Thayer’s directors and officers and their affiliates have waived any right to redemption with respect to these shares. Such shares and warrants have an aggregate market value of approximately $                million and $                 million based on the closing price of Thayer Class A Common Stock of $      on Nasdaq on                     , 2021, the Record Date for the special meeting of stockholders. Based on such market value, Thayer’s board of directors and officers will have an unrealized gain of $                      on their Thayer securities;
 
   
The Sponsor paid an aggregate of $25,000 ($0.0049 per share) for the Founder Shares which (to the extent not forfeited pursuant to the terms of the Sponsor Side Letter) will have a significantly higher value at the time of the Business Combination, if it is consummated. If Thayer does not consummate the Business Combination or another initial business combination by June 15, 2022, and Thayer is therefore required to be liquidated, these shares would be worthless, as Founder Shares are not entitled to participate in any redemption or liquidation of the Trust Account. Based on the difference in the purchase price of $0.0049 that the Sponsor paid for the Founder Shares, as compared to the purchase price of $10.00 per Unit sold in the IPO, the Sponsor may earn a positive rate of return even if the share price of the Combined Company after the Closing falls below the price initially paid for the Units in the IPO and the Public Stockholders experience a negative rate of return following the Closing of the Business Combination;
 
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The Sponsor paid $7,175,000 for its Private Warrants, which would be worthless if a business combination is not consummated by June 15, 2022;
 
   
The Sponsor and Thayer’s directors and officers may be incentivized to complete the Business Combination, or an alternative initial business combination with a less favorable company or on terms less favorable to stockholders, rather than to liquidate, in which case the Sponsor and Thayer’s directors and officers would lose their entire investment. As a result, the Sponsor as well as Thayer’s directors or officers may have a conflict of interest in determining whether Inspirato is an appropriate business with which to effectuate a business combination and/or in evaluating the terms of the Business Combination. The Thayer board of directors was aware of and considered these interests, among other matters, in evaluating and unanimously approving the Business Combination and in recommending to Public Stockholders that they approve the Business Combination;
 
   
Thayer’s board of directors will not receive reimbursement for any
out-of-pocket
expenses incurred by them on Thayer’s behalf incident to identifying, investigating and consummating the Business Combination to the extent such expenses exceed the amount required to be retained in the Trust Account, unless the Business Combination is consummated;
 
   
The Sponsor and certain other holders of Thayer Class B Common Stock have agreed not to redeem any public shares held by them in connection with a stockholder vote to approve a proposed initial business combination;
 
   
The Sponsor and certain other holders of Thayer Class B Common Stock have entered into the Sponsor Side Letter pursuant to which such holders have already agreed to vote their shares in favor of the Business Combination with Inspirato;
 
   
The Registration Rights Agreement will be entered into by the Sponsor;
 
   
The anticipated continuation of Chris Hemmeter as a director of the Combined Company; and
 
   
The continued indemnification of the current directors and officers of Thayer following the Business Combination and the continuation of directors’ and officers’ liability insurance following the Business. Combination.
These interests may influence Thayer’s board of directors in making their recommendation that you vote in favor of the approval of the Stockholder Proposals. You should also read the section titled “
Proposal No. 1 — The Business Combination Proposal — The Business Combination — Interests of Thayer’s Directors and Officers in the Business Combination
.”
Q.    When is the Business Combination expected to be completed?
 
A.
It is currently anticipated that the Business Combination will be consummated promptly following the special meeting of stockholders, provided that all other conditions to the Closing have been satisfied or waived. For a description of the conditions to the completion of the Business Combination, see the section titled “
The Business Combination Agreement — Closing Conditions
.”
Q.    What do I need to do now?
 
A.
You are urged to carefully read and consider the information contained in this proxy statement/ prospectus in its entirety, including the financial statements and annexes attached hereto, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.
 
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Q.    How do I vote?
 
A.
If you were a holder of record of Thayer Capital Stock on                    , 2021, the Record Date for the special meeting of stockholders, you may vote on the Stockholder Proposals online at the virtual special meeting of stockholders or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to virtually attend the special meeting of stockholders and vote online, obtain a proxy from your broker, bank or nominee.
Q.    What will happen if I abstain from voting or fail to vote at the special meeting?
 
A.
At the special meeting of stockholders, Thayer will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present.
The approval of the Charter Proposal requires the affirmative vote (virtually in person or by proxy) of a majority of outstanding shares of Thayer Capital Stock voting together as a single class and a majority of the outstanding voting power of the Thayer Class B Common Stock voting together as a single class. Accordingly, a Thayer stockholder’s failure to vote by proxy or to vote online at the virtual special meeting of stockholders, an abstention from voting or a broker
non-vote
will have the same effect as a vote against these proposals. The approval of each of the Business Combination Proposal, the Governance Proposals, Incentive Plan Proposal, ESPP Proposal, Nasdaq Proposals and Adjournment Proposal requires the affirmative vote (virtually in person or by proxy) of the holders of a majority of the shares of Thayer Capital Stock that are voted at the special meeting of stockholders. Accordingly, a Thayer stockholder’s failure to vote by proxy or to vote online at the virtual special meeting of stockholders, an abstention from voting, or a broker
non-vote
will have no effect on the outcome of any vote on these proposals.
Q.    What will happen if I sign and return my proxy card without indicating how I wish to vote?
 
A.
Signed and dated proxies received by Thayer without an indication of how the stockholder intends to vote on a proposal will be voted in favor of each of the Stockholder Proposals.
Q.    Do I need to attend the special meeting of stockholders to vote my shares?
 
A.
No. You are invited to virtually attend the special meeting to vote on the proposals described in this proxy statement/prospectus. However, you do not need to attend the special meeting of stockholders to vote your shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card(s) in the
pre-addressed
postage-paid envelope. Your vote is important. Thayer encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus.
 
Q.
If I am not going to attend the special meeting of stockholders in person, should I return my proxy card instead?
 
A.
Yes. After carefully reading and considering the information contained in this proxy statement/ prospectus, please submit your proxy, as applicable, by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.
 
Q.
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
 
A.
No. If your broker holds your shares in its name and you do not give the broker voting instructions, under the applicable stock exchange rules, your broker may not vote your shares on any of the Stockholder
 
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Index to Financial Statements
  Proposals. If you do not give your broker voting instructions and the broker does not vote your shares, this is referred to as a “broker
non-vote.”
Broker
non-votes
will be counted for purposes of determining the presence of a quorum at the special meeting of stockholders. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. However, in no event will a broker
non-vote
have the effect of exercising your redemption rights for a pro rata portion of the Trust Account, and therefore no shares as to which a broker
non-vote
occurs will be redeemed in connection with the proposed Business Combination.
Q.    May I change my vote after I have mailed my signed proxy card?
 
A.
Yes. You may change your vote by sending a later-dated, signed proxy card to Thayer’s secretary at the address listed below prior to the vote at the special meeting of stockholders, or attend the virtual special meeting and vote online. You also may revoke your proxy by sending a notice of revocation to Thayer’s secretary, provided such revocation is received prior to the vote at the special meeting. If your shares are held in “street name” by a broker or other nominee, you must contact the broker or nominee to change your vote.
Q.    What happens if I fail to take any action with respect to the special meeting?
 
A.
If you fail to take any action with respect to the special meeting and the Business Combination is approved by stockholders and consummated, you will become a stockholder of the Combined Company and/or your warrants will entitle you to purchase the Combined Company Class A Common Stock. As a corollary, failure to vote either for or against the Business Combination Proposal means you will not have any redemption rights in connection with the Business Combination to exchange your Public Shares for a pro rata share of the aggregate amount of funds held in the Trust Account as of two business days prior to the Closing, including any interest thereon but net of any income or other taxes payable. If you fail to take any action with respect to the special meeting and the Business Combination is not approved, you will continue to be a stockholder and/or warrant holder of Thayer.
Q.    What should I do if I receive more than one set of voting materials?
 
A.
You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.
Q.    What is the quorum requirement for the special meeting of stockholders?
 
A.
A quorum of Thayer’s stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting of stockholders if a majority of the Thayer Capital Stock outstanding and entitled to vote at the meeting is virtually represented in person or by proxy. Abstentions will count as present for the purposes of establishing a quorum.
As of the Record Date for the special meeting,             shares of Thayer Capital Stock will be required to achieve a quorum.
Your shares will be counted towards the quorum only if you submit a valid proxy (or your broker, bank or other nominee submits one on your behalf) or if you vote online at the virtual special meeting of stockholders. Abstentions and broker
non-votes
will be counted towards the quorum requirement. If there is no quorum, a majority of the shares represented by stockholders virtually present at the special meeting or by proxy may authorize adjournment of the special meeting to another date.
 
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Q.
What happens to the Thayer Warrants I hold if I vote my shares of Thayer Capital Stock against approval of the Business Combination Proposal and validly exercise my redemption rights?
 
A.
Properly exercising your redemption rights as a Thayer stockholder does not result in either a vote “FOR” or “AGAINST” the Business Combination Proposal. If the Business Combination is not approved and completed, you will continue to hold your Thayer Warrants, and if Thayer does not otherwise consummate an initial business combination by June 15, 2022 or obtain the approval of Thayer stockholders to extend the deadline for Thayer to consummate an initial business combination, Thayer will be required to dissolve and liquidate, and your Thayer Warrants will expire and be worthless.
Q.    Who will solicit and pay the cost of soliciting proxies?
 
A.
Thayer will pay the cost of soliciting proxies for the special meeting of stockholders. Thayer has engaged Morrow Sodali (“Morrow Sodali”) to assist in the solicitation of proxies for the special meeting. Thayer has agreed to pay Morrow Sodali a fee of $30,000. Thayer will reimburse Morrow Sodali for reasonable
out-of-pocket
expenses and will indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses. Thayer also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Thayer Capital Stock for their expenses in forwarding soliciting materials to beneficial owners of Thayer Capital Stock and in obtaining voting instructions from such beneficial owners. Thayer’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
Q.    Who can help answer my questions?
 
A.
If you have questions about the Stockholder Proposals, or if you need additional copies of this proxy statement/prospectus, the proxy card or the consent card you should contact our proxy solicitor at:
Morrow Sodali
470 West Avenue
Stamford, CT 06902
Individuals call toll-free:
Banks and brokers call:
You may also contact Thayer at:
Thayer Ventures Acquisition Corporation
25852 McBean Parkway
Valencia, CA 91335
Attention: Secretary
Telephone: (415)
782-1414
To obtain timely delivery, Thayer’s stockholders and warrant holders must request the materials no later than five business days prior to the special meeting.
You may also obtain additional information about Thayer from documents filed with the SEC by following the instructions in the section titled “
Where You Can Find More Information
.”
If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to Thayer’s transfer agent prior to                 , New York time, on the second business day prior to the special meeting of stockholders. If you have questions regarding the certification of your position or delivery of your shares, please contact:
Continental Stock Transfer & Trust Company
One State Street Plaza, 30
th
Floor
New York, New York 10004
Attention:     
E-mail:
    @continentalstock.com
 
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the Business Combination Proposal and the other Stockholder Proposals to be considered at the special meeting of stockholders, you should read this proxy statement/prospectus in its entirety carefully, including the annexes. See also the section titled “Where You Can Find More Information.”
Parties to the Business Combination
Thayer
Thayer is a Delaware corporation and was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities, referred to throughout this proxy statement/prospectus as its initial business combination. Although Thayer may pursue its initial business combination in any industry or geographic location, its focus is on businesses in industries that complement its management team’s background, and it intends to capitalize on the ability of its management team to identify and acquire a business, focusing on the travel and transportation industries where its management has extensive investment experience.
Thayer Class A Common Stock, Thayer Warrants and Thayer Units (each Thayer Unit comprised of one share of Thayer Class A Common Stock and
one-half
of one Thayer Warrant) are currently listed and trading on Nasdaq under the ticker symbols “TVAC,” “TVACW” and “TVACTU,” respectively. We have applied to continue the listing of the Combined Company Class A Common Stock and warrants of the Combined Company on Nasdaq under the symbols “ISPO” and “ISPOW,” respectively, upon Closing. The Thayer Units will automatically separate into their component securities (one share of Thayer Class A Common Stock and
one-half
of one Thayer Warrant) upon the Closing and, as a result, will no longer exist. Upon the Closing, Thayer intends to change its name from “Thayer Ventures Acquisition Corporation” to “Inspirato Incorporated.”
The mailing address of Thayer’s principal executive office is 25852 McBean Parkway, Valencia, CA 91335, and its telephone number is (415)
782-1414.
Inspirato
Inspirato is a subscription-based luxury travel company that provides unique solutions for (i) affluent travelers seeking superior service and certainty across a wide variety of accommodations and experiences and (ii) hospitality suppliers who want to solve pain points that include monetizing excess inventory and efficiently outsourcing the hassle involved in managing rental properties.
For travelers, Inspirato offers access to a diverse portfolio of curated luxury vacation options that, as of September 30, 2021, included over 400 private luxury vacation homes available exclusively to our subscribers, and accommodations at over 430 luxury hotel and resort partners in more than 235 destinations around the world. Inspirato’s portfolio also includes Inspirato Only, featuring
one-of-a-kind
luxury safaris, cruises, and other experiences, and Bespoke, which offers custom-designed “bucket list” itineraries. Every Inspirato trip comes with Inspirato’s personalized service envelope — including
pre-trip
planning, on-site concierge, and daily housekeeping — designed to meet the needs of affluent travelers and drive exceptional customer satisfaction.
The mailing address of Inspirato’s principal executive office is 1544 Wazee Street Denver, CO 80202, and its telephone number is
303-586-7771.
For more information about Inspirato, see the sections titled “
Information About Inspirato
” and “
Inspirato Management’s Discussion and Analysis of Financial Condition and Results of Operations
.”
 
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Company Merger Sub
Passport Company Merger Sub LLC is a Delaware limited liability company, formed on June 28, 2021, and a wholly owned subsidiary of Thayer. Passport Company Merger Sub does not own any material assets or operate any business.
Blocker Merger Subs
Each Blocker Merger Sub (as defined in the Merger Agreement) is a Delaware corporation, and, other than any Blocker Merger Sub party to a
Non-Party
Blocker Merger, was incorporated on June 28, 2021 and is a wholly owned subsidiary of Thayer. No Blocker Merger Sub owns any material assets or operates any business.
Blockers
Each of the Blockers was formed solely for the purpose of holding equity interests in Inspirato. None of the Blockers has conducted any business activities other than activities incidental to such Blocker’s ownership of equity interests in Inspirato.
KPCB Blocker was incorporated in Delaware on September 28, 2011 in connection with the investment in Inspirato by Kleiner Perkins Caufield & Byers XIV, LLC and other investors in KPCB XIV Founders Fund, LLC. The principal executive office of KPCB Blocker is located at 2750 Sand Hill Road, Menlo Park, CA, 94025.
IVP Blocker was incorporated in Delaware on January 9, 2012 in connection with the investment in Inspirato by Institutional Venture Partners XIII, L.P. The principal executive office of the IVP Blocker is located at 3000 Sand Hill Road, Building 2, Suite 250, Menlo Park, CA, 94025.
W Capital Blocker was incorporated in Delaware on August 26, 2014 in connection with the investment in Inspirato by
W Capital Partners III, LP. The principal executive office of W Capital Blocker is located at 400 Park Avenue, Suite 910, New York, NY 10022.
The Business Combination
The Business Combination Agreement
On June 30, 2021, Thayer, Merger Subs, Blockers and Inspirato entered into the Business Combination Agreement, pursuant to which Thayer will acquire certain of the outstanding equity interests of Inspirato. The Business Combination Agreement and the transactions contemplated thereby were unanimously approved by Thayer’s board of directors, Inspirato’s board of managers, and the governing bodies of each of the Merger Subs.
Prior to the Closing, the units representing equity interests in Inspirato are held by (i) Blockers, which are corporations (or entities treated as corporations for U.S. federal tax purposes) that are affiliated with certain institutional investors, and (ii) other Members of Inspirato, which consist of entities and individuals, including members of management and other employees of Inspirato or its subsidiaries. The Members of Inspirato, other than the Blockers, are referred to in this proxy statement as the “Flow-Through Sellers.”
The Business Combination Agreement provides for, among other things, the following:
 
   
each Blocker will merge with and into a Blocker Merger Sub (including any
Non-Party
Blocker, if any, that signs a joinder to the Business Combination Agreement with the consent of Inspirato) with the respective Blocker Merger Sub surviving as a wholly owned subsidiary of Thayer (collectively, the
 
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“Blocker Mergers”), resulting in the equity interests of each Blocker being cancelled and converted into the right to receive (i) shares of Combined Company Class A Common Stock based on such Blocker’s pro rata ownership of Inspirato (adjusted upward for cash and cash equivalents of such Blocker and adjusted downward for debt and transaction expenses of such Blocker), plus (ii) cash, if any, based on such Blocker’s pro rata ownership, plus (iii) certain rights under the Tax Receivable Agreement;
 
   
immediately following the Blocker Mergers, the Company Merger Sub will merge with and into Inspirato, with Inspirato continuing as the surviving company and subsidiary of Thayer, resulting in (i) each outstanding Inspirato Unit (other than any units held by Thayer or any of its subsidiaries following the Blocker Mergers) being cancelled and converted into a right to receive (A) New Common Units of Inspirato, (B) cash, if any, (C) shares of Combined Company Class V Common Stock and (D) certain rights under the Tax Receivable Agreement; and (ii) each outstanding Inspirato Option being automatically converted into an Assumed Inspirato Option; and
 
   
the limited liability company agreement of Inspirato will be amended and restated to, among other things, reflect the Company Merger and create a seven-person board of managers designated by PubCo and the other members holding outstanding vested New Common Units.
Following the completion of the Business Combination, as described above, our organizational structure will be what is commonly referred to as an umbrella partnership corporation (or
UP-C)
structure, which is often used by entities classified as a partnership for U.S. federal income tax purposes, such as Inspirato, undertaking an initial public offering. However, the UP-C structure is not used by entities classified as a corporation for U.S. federal income tax purposes undertaking an initial public offering or entering into an initial business combination with a SPAC. This UP-C structure will allow the Flow-Through Sellers to retain their equity ownership in Inspirato in the form of New Common Units issued pursuant to the Business Combination. Each Flow-Through Seller will also hold a number of shares of Combined Company Class V Common Stock equal to the number of New Common Units held by such Flow-Through Seller, which will have no economic value, but which will entitle the holder thereof to one (1) vote per share at any meeting of the stockholders of PubCo. Those institutional investors in Inspirato who, prior to the Business Combination, held Inspirato Units through a Blocker will, by contrast, hold their equity ownership in PubCo in the form of Combined Company Class A Common Stock. The parties agreed to structure the Business Combination in this manner to permit the Flow-Through Sellers to continue to realize the tax benefits associated with their ownership in an entity that is treated as a partnership for U.S. federal income tax purposes and PubCo, as a holder of New Common Units, will realize the same tax benefits. The UP-C structure also provides potential future tax benefits to PubCo (85% of which PubCo will give up and pay to the Flow-Through Sellers pro rata based on their ownership of New Common Units pursuant to the Tax Receivable Agreement), which are expected to arise when the Flow-Through Sellers ultimately exchange their New Common Units and Combined Company Class V Common Stock for shares of Combined Company Class A Common Stock. Because the New Common Units are issued by Inspirato and not PubCo, the New Common Units could be entitled to different after-tax economics on a per unit basis compared to the Combined Company Class A Common Stock on a per share basis (for example, as a result of PubCo being subject to corporate income tax, and the potential that holders of New Common Units will receive distributions, including tax distributions, directly from Inspirato but PubCo may not make corresponding distributions to the holders of Combined Company Class A Common Stock). See the section entitled “
Risk Factors
— Risks Related to Our Organizational Structure
” for additional information on our organizational structure, including the Tax Receivable Agreement.
For more information about the Business Combination Agreement, see the section titled “
The Business Combination Agreement
.”
 
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Amendments to the Charter
Pursuant to the Business Combination Agreement, at the Effective Time of the Business Combination, the Existing Thayer Certificate of Incorporation will be further amended and restated to:
 
   
Change Thayer’s name to “Inspirato Incorporated”;
 
   
Authorize the issuance of up to 1,000,000,000 shares of Combined Company Class A Common Stock and 500,000,000 shares of Combined Company Class V Common Stock;
 
   
Authorize the issuance of up to 100,000,000 shares of “blank check” preferred stock, the rights, preferences and privileges of which may be designated from time to time by the PubCo Board;
 
   
Require that stockholders only act at annual and special meeting of the corporation and not by written consent;
 
   
Eliminate the current limitations in place on the corporate opportunity doctrine;
 
   
Increase the required vote thresholds for approving amendments to the charter and bylaws to 66 2/3%; and
 
   
Make certain other changes to the Existing Thayer Certificate of Incorporation.
For more information about these amendments to the Existing Thayer Certificate of Incorporation, see the sections titled “
Proposal No.
 2 — The Charter Proposal
” and
“Proposal No.
 3 — The Governance Proposals
.”
Other Agreements Related to the Business Combination Agreement
A&R Inspirato LLCA
The Amended and Restated Limited Liability Company Agreement of Inspirato, dated as of February 9, 2020 will be amended and restated to, among other things, recapitalize the equity interests of Inspirato into a single class of units immediately prior to the Blocker Mergers. Under the A&R Inspirato LLCA, Inspirato will be managed by a seven-person board of managers designated by PubCo and the other members holding outstanding vested New Common Units (the “Inspirato LLC Board”). Initially, the Inspirato LLC Board will be composed of four persons that were designated by PubCo and three persons that were designated by the members holding a majority of the then outstanding vested New Common Units held by members other than PubCo. PubCo has initially designated Michael Armstrong, Eric Grosse, Christopher Hemmeter and Ann Payne to be on the Inspirato LLC Board immediately after Closing and the members holding a majority of the New Common Units held by members other than PubCo have initially designated Brent Handler, Brad Handler and Scot Sellers to be on the Inspirato LLC Board immediately after Closing. Following the completion of the Business Combination, PubCo will have the ability to increase or decrease the size of the Inspirato LLC Board and adjust the composition of the Inspirato LLC Board as necessary to reflect as closely as reasonably practicable the relative ownership of New Common Units held by PubCo, on the one hand, and the other members that are affiliated with Inspirato immediately prior to the completion of the Business Combination, on the other hand. Except as otherwise specifically required under the A&R Inspirato LLCA, the Inspirato LLC Board will have full and complete control of all affairs of Inspirato. The Inspirato LLC Board will manage and control all business activities and operations of Inspirato and control the day-to-day management of the business of Inspirato and its subsidiaries.
Tax Receivable Agreement
In connection with the Closing, the Flow-Through Sellers, the Blocker Sellers and PubCo will enter into a tax receivable agreement pursuant to which, among other things, PubCo will pay to the other parties thereto 85% of the benefits, if any, that PubCo realizes from certain future tax benefits that may arise from the Business Combination.
 
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Registration Rights Agreement
In connection with the Closing, certain registration and stockholder rights agreement dated December 10, 2020 will be amended and restated and Thayer, the Sponsor, and certain unitholders of Inspirato will enter into the Registration Rights Agreement. Pursuant to the Registration Rights Agreement, the Combined Company will agree that, within 15 business days after the Closing, the Combined Company will file with the SEC (at the Combined Company’s sole cost and expense) a shelf registration statement registering the resale of certain shares of Combined Company Class A Common Stock from time to time, and Combined Company shall use commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as practicable after the filing thereof. The equityholders party to the Registration Rights Agreement may demand underwritten offerings, including block trades, of their registrable securities by the Combined Company from time to time. Each such group of demanding holders may request to sell all or any portion of their registrable securities in an underwritten offering as long as the total offering price is expected to exceed in the aggregate $20.0 million. Parties subject to the Registration Rights Agreement will be entitled to unlimited piggyback registration rights, subject to certain exceptions in the case of demands for underwritten block trades.
Transaction Support Agreements
On June 30, 2021, certain unitholders of Inspirato, holding a sufficient number of units of Inspirato to comprise the Company Unitholder Majority (as defined in the Business Combination Agreement), entered into Transaction Support Agreements pursuant to which, among other things, such unitholders agreed to vote all of their units of Inspirato (A) in favor of all Stockholder Proposals, (B) against any proposal in opposition to approval of the Stockholder Proposals, (C) against any proposal that would impede or frustrate any provision of the Business Combination Agreement, the Sponsor Side Letter or any Stockholder Proposal, result in a breach of any provision under the Business Combination Agreement or result in any conditions in the Business Combination Agreement to not be fulfilled and (D) against and withhold consent with respect to any competing business combination proposal.
Sponsor Side Letter
On June 30, 2021, the Sponsor entered into the Sponsor Side Letter pursuant to which the Sponsor and certain other holders of existing Thayer Class B Common Stock agreed, among other things, to (i) vote all of their shares of Thayer Class B Common Stock (A) in favor of all Stockholder Proposals, (B) against any proposal in opposition to approval of the Stockholder Proposals, (C) against any proposal that would impede or frustrate any provision of the Business Combination Agreement, the Sponsor Side Letter or any Stockholder Proposal, result in a breach of any provision under the Business Combination Agreement or result in any conditions in the Business Combination Agreement to not be fulfilled and (D) against and withhold consent with respect to any competing business combination proposal, and (ii) with respect to the Sponsor only, forfeit 1,500,000 shares of Thayer Class B Common Stock upon the Closing.
Subscription Agreements
In connection with the execution of the Business Combination Agreement, on June 30, 2021, Thayer entered into separate Subscription Agreements with the PIPE Subscribers, pursuant to which the PIPE Subscribers agreed to purchase, and Thayer agreed to sell to the PIPE Subscribers, the PIPE Shares for a purchase price of $10.00 per share and an aggregate purchase price of approximately $103.5 million in the PIPE. None of the Sponsor, Thayer’s directors and officers or any of their respective affiliates participated in the PIPE. There are no material differences in the terms and price of the PIPE Shares to be sold pursuant to the Subscription Agreements and the shares of Thayer Class A Common Stock issued and sold at the time of the IPO.
The closing of the sale of the PIPE Shares pursuant to the Subscription Agreements is contingent upon, among other customary closing conditions, the concurrent consummation of the Business Combination. The purpose of the PIPE is to raise additional capital for use by the Combined Company following the Closing.
 
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The Subscription Agreements provide that the Combined Company is required to file with the SEC, within fifteen (15) business days after the Closing, a shelf registration statement covering the resale of the PIPE Shares and to use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof but no later than the earlier of (i) the 60th day following the filing date thereof if the SEC notifies the Combined Company that it will “review” such registration statement and (ii) the 5th business day after the date the Combined Company is notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be “reviewed” or will not be subject to further review.
Additionally, pursuant to the Subscription Agreements, the PIPE Investors agreed to waive any claims that they may have at the Closing or in the future as a result of, or arising out of, the Subscription Agreements against Thayer, including with respect to the trust account (other than with respect to any Thayer Class A Common Stock held by such PIPE Subscribers outside of the PIPE Shares).
Interests of Thayer’s Directors, Officers, and Others in the Business Combination
In considering the recommendation of Thayer’s board of directors to vote in favor of the Business Combination, stockholders should be aware that, aside from their interests as stockholders, our directors and officers have interests in the Business Combination that are different from, in addition to, or in conflict with those of other stockholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to stockholders that they approve the Business Combination. Stockholders should take these interests into account in deciding whether to approve the Business Combination. These interests include:
 
   
While the Sponsor does not have any ownership in Inspirato directly, the beneficial ownership of the Sponsor and Thayer’s board of directors and officers of an aggregate of 2,812,500 Founder Shares (after giving effect to the agreed upon forfeiture of 1.5 million Founder Shares upon the consummation of the Business Combination), which shares would become worthless if Thayer does not complete a business combination within the applicable time period, as the Sponsor, Thayer’s directors and officers and their affiliates have waived any right to redemption with respect to these shares. The Sponsor did not receive any compensation in exchange for this agreement to waive its redemption rights. Such shares and warrants have an aggregate market value of approximately $             million and $             million based on the closing price of Thayer Class A Common Stock of $              on Nasdaq on                     , 2021, the Record Date for the special meeting of stockholders. Based on such market value, Thayer’s board of directors and officers will have an unrealized gain of $                                  on their Thayer securities;
 
   
The Sponsor paid an aggregate of $25,000 ($0.0049 per share) for the Founder Shares which (to the extent not forfeited pursuant to the terms of the Sponsor Side Letter) will have a significantly higher value at the time of the Business Combination, if it is consummated. If Thayer does not consummate the Business Combination or another initial business combination by June 15, 2022, and Thayer is there fore required to be liquidated, these shares would be worthless, as Founder Shares are not entitled to participate in any redemption or liquidation of the Trust Account. Based on the difference in the purchase price of $0.0049 that the Sponsor paid for the Founder Shares, as compared to the purchase price of $10.00 per Unit sold in the IPO, the Sponsor may earn a positive rate of return even if the share price of the Combined Company after the Closing falls below the price initially paid for the Units in the IPO and the Public Stockholders experience a negative rate of return following the Closing of the Business Combination;
 
   
The Sponsor paid $7,175,000 for its Private Warrants, which would be worthless if a business combination is not consummated by June 15, 2022;
 
   
The Sponsor and Thayer’s directors and officers may be incentivized to complete the Business Combination, or an alternative initial business combination with a less favorable company or on terms
 
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less favorable to stockholders, rather than to liquidate, in which case the Sponsor and Thayer’s directors and officers would lose their entire investment. As a result, the Sponsor as well as Thayer’s directors or officers may have a conflict of interest in determining whether Inspirato is an appropriate business with which to effectuate a business combination and/or in evaluating the terms of the Business Combination. The Thayer board of directors was aware of and considered these interests, among other matters, in evaluating and unanimously approving the Business Combination and in recommending to Public Stockholders that they approve the Business Combination;
 
   
Thayer’s board of directors will not receive reimbursement for any
out-of-pocket
expenses incurred by them on Thayer’s behalf incident to identifying, investigating and consummating the Business Combination to the extent such expenses exceed the amount required to be retained in the Trust Account, unless the Business Combination is consummated;
 
   
The Sponsor and certain other holders of Thayer Class B Common Stock have agreed not to redeem any public shares held by them in connection with a stockholder vote to approve a proposed initial business combination;
 
   
The Sponsor and certain other holders of Thayer Class B Common Stock have entered into the Sponsor Side Letter pursuant to which such holders have already agreed to vote their shares in favor of the Business Combination with Inspirato;
 
   
The Registration Rights Agreement will be entered into by the Sponsor;
 
   
The anticipated continuation of Chris Hemmeter as a director of the Combined Company; and
 
   
The continued indemnification of the current directors and officers of Thayer following the Business Combination and the continuation of directors’ and officers’ liability insurance following the Business Combination.
These interests may influence Thayer’s board of directors in making their recommendation that you vote in favor of the approval of the Business Combination Proposal and the other Stockholder Proposals. The Thayer Board evaluated each of these interests and concluded that the potential benefits that it expected Thayer and its stockholders to achieve as a result of the Business Combination outweighed the potentially negative factors and other risks associated with the Business Combination. Accordingly, the Board unanimously resolved that the Business Combination Agreement, the ancillary documents to which Thayer is or will be a party and the transactions contemplated thereby (including the Business Combination) were advisable, fair to, and in the best interests of, Thayer and its stockholders.
Interests of Inspirato’s Directors, Officers, and Others in the Business Combination
When you consider the recommendation of the Thayer Board in favor of adopting the Business Combination Agreement and approving the transactions contemplated thereby, including the Business Combination, you should keep in mind that certain of Inspirato’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of Inspirato’s unitholders generally. These interests include, among other things:
 
   
Certain of Inspirato’s executive officers hold Inspirato Units and profits interests, the treatment of which is described in the section titled “
Proposal No. 1 — The Business Combination Proposal
.” Please see the section titled “
Security Ownership of Certain Beneficial Owners and Management
” for more information regarding the Inspirato Units held by Inspirato’s executive officers:
 
   
The
non-employee
directors of Inspirato have a direct or indirect ownership interest in Inspirato Units, which are described in the section titled “
Security Ownership of Certain Beneficial Owners and Management
”:
 
   
Certain of Inspirato’s directors and executive officers are expected to become directors and/or executive officers of the Combined Company. Specifically, the following individuals who are currently
 
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executive officers of Inspirato are expected to become executive officers of the Combined Company upon the consummation of the Business Combination, serving in the offices set forth opposite their names below:
 
Name
  
Position
Brent Handler
   Chief Executive Officer and Director
Brad Handler
   Executive Chairman and Director
David Kallery
   President
Web Neighbor
   Chief Financial Officer
 
   
In addition, the following individuals who are currently on the board of managers of Inspirato are expected to become directors of the Combined Company upon the consummation of the Business Combination: Brent Handler, Brad Handler, and Scot Sellers.
 
   
At the closing of the Business Combination, Thayer will enter into the Registration Rights Agreement with certain holders of Inspirato Units (in which certain members of Inspirato’s Board and affiliates are included), which provides for registration rights to such unitholders and their permitted transferees.
 
   
Brent Handler Revocable Trust, an entity affiliated with Brent Handler, Inspirato’s Chief Executive Officer and a member of its board of managers, has agreed to purchase 1 million shares of Thayer Class A Common Stock, Brad Handler, Inspirato’s Executive Chairman and a member of its board of managers, has agreed to purchase 395,000 shares of Thayer Class A Common Stock, Elk Sierra, LLC, an entity affiliated with Scot Sellers, a member of Inspirato’s board of managers, has agreed to purchase 84,432 shares of Thayer Class A Common Stock, and David Kallery, Inspirato’s President, has agreed to purchase 25,000 shares of Thayer Class A Common Stock, each pursuant to a Subscription Agreement on substantially the same terms and conditions as the other PIPE Subscribers. KPCB Holdings, Inc., an entity affiliated with KPCB Investment I, Inc., which will beneficently own more than 5% of the outstanding shares of the Combined Company Common Stock after the Business Combination, has agreed to purchase 611,250 shares of Thayer Class A Common Stock, Institutional Venture Partners XIII, L.P., an entity affiliated with Inspirato Group, Inc. (IVP), which will beneficently own more than 5% of the outstanding shares of the Combined Company Common Stock after the Business Combination, has agreed to purchase 570,000 shares of Thayer Class A Common Stock, Alps Investment Holdings LLC, an entity affiliated with Revolution Portico LLC, which will beneficently own more than 5% of the outstanding shares of the Combined Company Common Stock after the Business Combination, has agreed to purchase 500,000 shares of Thayer Class A Common Stock, and W Capital Partners III, L.P., an entity affiliated with W Capital Partners III IBC, Inc., which will beneficently own more than 5% of the outstanding shares of the Combined Company Common Stock after the Business Combination, has agreed to purchase 395,155 shares of Thayer Class A Common Stock, each pursuant to a Subscription Agreement on substantially the same terms and conditions as the other PIPE Subscribers.
Reasons for the Approval of the Business Combination
After careful consideration, Thayer’s board of directors recommends that Thayer stockholders vote “FOR” each Stockholder Proposal being submitted to a vote of the Thayer stockholders at the Thayer special meeting of stockholders.
Thayer’s board of directors considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Business Combination Agreement and the transactions contemplated therein, including, but not limited to, the following:
 
   
Due Diligence.
Thayer’s management and board of directors conducted due diligence examinations of Inspirato and held discussions with Inspirato’s management and Thayer’s financial and legal advisors concerning Thayer’s due diligence examination of Inspirato;
 
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Financial Condition.
Thayer’s board of directors also considered factors such as Inspirato’s outlook, financial plan and capital structure, as well as valuation;
 
   
Experienced and Proven Management Team.
Thayer’s management and board of directors believe that Inspirato has a strong management team, which is expected to remain with the Combined Company to seek to execute Inspirato’s strategic and growth goals;
 
   
Other Alternatives.
Thayer’s board of directors believes, after a thorough review of other business combination opportunities reasonably available to Thayer, that the Business Combination represents the best potential business combination for Thayer and the most attractive opportunity for Thayer based upon the process utilized to evaluate and assess other potential combination partners and Thayer’s board of directors’ belief that such process has not presented a better alternative; and
 
   
Negotiated Transaction.
The financial and other terms of the Business Combination Agreement and the fact that such terms and conditions are reasonable and were the product of arm’s-length negotiations between Thayer and Inspirato.
Thayer’s board of directors also considered a variety of uncertainties and risk and other potentially negative factors concerning the Business Combination including, but not limited to, the following:
 
   
Macro-Economic Risks.
Macro-economic uncertainty and the effects it could have on the Combined Company’s revenues;
 
   
Redemption Risk.
The potential that a significant number of Thayer stockholders elect to redeem their shares prior to the consummation of the Business Combination and pursuant to the Existing Certificate of Incorporation, which would potentially make the Business Combination more difficult or impossible to complete, and/or reduce the amount of cash available to the Combined Company following the Closing;
 
   
Stockholder Vote.
The risk that Thayer’s stockholders or Inspirato’s unitholders may fail to provide the respective votes necessary to effect the Business Combination;
 
   
Closing Conditions.
The fact that the completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within Thayer’s control, including the closing of the PIPE with the PIPE Commitment;
 
   
Litigation.
The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination;
 
   
Benefits May Not Be Achieved.
The risks that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe;
 
   
No Third-Party Valuation or Fairness Opinion.
The risk that Thayer did not obtain a third-party valuation or fairness opinion in connection with the Business Combination;
 
   
Thayer Stockholders Receive a Minority Position.
The fact that Thayer stockholders will hold a minority position in the Combined Company;
 
   
Potential Conflicts of Interest of Thayer’s Directors and Officers.
The potential conflicts of interest of Thayer’s board of directors and officers in the Business Combination (see “
Proposal No. 1 – The Business Combination Proposal – The Business Combination
Interests of Thayer’s Directors and Officers in the Business Combination
”); and
 
   
Other Risks Associated With the Business Combination
. Various other risks associated with the business of Inspirato, as described in the section titled “Risk Factors” appearing elsewhere in this proxy statement/prospectus.
 
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For a more complete description of Thayer’s reasons for the approval of the Business Combination and the recommendation of our board of directors, see the section titled “
Proposal No. 1 – The Business Combination Proposal – The Business Combination — Thayer’s Board of Directors’ Reasons for the Approval of the Business Combination
.”
Record Date and Voting
You will be entitled to vote or direct votes to be cast at the special meeting of stockholders if you owned shares of Thayer Capital Stock at the close of business on                     , 2021, which is the Record Date for the special meeting of stockholders. You are entitled to one vote for each share of Thayer Capital Stock that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were             shares of Thayer Capital Stock outstanding, of which were             shares of Thayer Class A Common Stock and                     were shares of Thayer Class B Common Stock held by the Sponsor.
The Sponsor has agreed to vote all of its shares of Thayer Capital Stock in favor of the Business Combination Proposal and the other Stockholder Proposals. Thayer’s issued and outstanding Thayer Warrants do not have voting rights at the special meeting of stockholders.
Quorum and Vote Required for the Stockholder Proposals
A quorum of Thayer’s stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting of stockholders if a majority of the Thayer Class A Common Stock outstanding and entitled to vote at the meeting is virtually represented in person or by proxy. Abstentions will count as present for the purposes of establishing a quorum.
The approval of the Charter Proposal requires the affirmative vote (virtually in person or by proxy) of a majority of outstanding shares of Thayer Capital Stock voting together as a single class and a majority of the outstanding voting power of the Thayer Class B Common Stock voting together as a single class. The class vote of the Thayer Class B Common Stock has already been obtained by a written consent. Accordingly, a Thayer stockholder’s failure to vote by proxy or to vote online at the virtual special meeting of stockholders, an abstention from voting or a broker
non-vote
will have the same effect as a vote against the Charter Proposal.
The approval of each of the Business Combination Proposal, the Governance Proposals, Incentive Plan Proposal, ESPP Proposal, Nasdaq Proposals and Adjournment Proposal requires the affirmative vote (virtually in person or by proxy) of the holders of a majority of the shares of Thayer Capital Stock that are voted at the special meeting of stockholders. Accordingly, a Thayer stockholder’s failure to vote by proxy or to vote online at the virtual special meeting of stockholders, an abstention from voting, or a broker
non-vote
will have no effect on the outcome of any vote on these Stockholder Proposals.
Voting Your Shares
Each share of Thayer Capital Stock that you own in your name entitles you to one vote on each of the proposals for the special meeting of stockholders. Your one or more proxy cards show the number of shares of Thayer Class A Common Stock that you own.
If you are a holder of record, there are two ways to vote your shares of Thayer Capital Stock at the special meeting of stockholders:
 
   
You can vote by completing, signing and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker or other nominee,
 
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you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the applicable special meeting(s). If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares of Thayer Capital Stock will be voted as recommended by Thayer’s board of directors. With respect to proposals for the special meeting of stockholders, that means: “FOR” the Business Combination Proposal, “FOR” the Charter Proposal, “FOR” the Governance Proposals, “FOR” the Incentive Plan Proposal, “FOR” the ESPP Proposal, “FOR” the Nasdaq Proposals and “FOR” the Adjournment Proposal.
 
   
You can virtually attend the special meeting and vote online. However, if your shares of Thayer Capital Stock are held in the name of your broker, bank or other nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares of Thayer Capital Stock.
Appraisal or Dissenters’ Rights
No appraisal or dissenters’ rights are available to holders of shares of Thayer Capital Stock or Thayer Warrants in connection with the Business Combination.
Solicitation of Proxies
Thayer will pay the cost of soliciting proxies for the special meeting. Thayer has engaged Morrow Sodali to assist in the solicitation of proxies for the special meeting. Thayer has agreed to pay Morrow Sodali a fee of $30,000. Thayer will reimburse Morrow Sodali for reasonable
out-of-pocket
expenses and will indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses. Thayer also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Thayer Capital Stock for their expenses in forwarding soliciting materials to beneficial owners of Thayer Capital Stock and in obtaining voting instructions from those owners. Thayer’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
Redemption Rights
Under the Existing Thayer Certificate of Incorporation, a Public Stockholder may elect to have the Public Shares then held by such Public Stockholder redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest not previously released to Thayer to pay its income taxes or any other taxes payable, by (b) the total number of shares of Public Shares. However, Thayer will not redeem any Public Shares to the extent that such redemption would result in Thayer having net tangible assets (as determined in accordance with Rule
3a51-1(g)(1)
of the Exchange Act) of less than $5,000,001. For illustrative purposes, based on funds in the Trust Account of approximately $176 million on September 30, 2021, the estimated per share redemption price would have been approximately $10.20.
If a holder exercises its redemption rights, then such holder will be exchanging its Public Shares for cash and will no longer own Public Shares and will not participate in the future growth of the Combined Company, if any. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to Thayer’s transfer agent in accordance with the procedures described herein. See the section titled “
The Special Meeting of Thayer Stockholders — Redemption Rights
” for the procedures to be followed if you wish to redeem your shares for cash.
 
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Ownership of the Combined Company After the Closing
The diagrams below depict simplified versions of the current organizational structures of Thayer and Inspirato, respectively.
Thayer Organizational Structure
 
Inspirato Organizational Structure
 
 
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The diagram below depicts a simplified version of our organizational structure immediately following the completion of the Business Combination assuming that no Public Stockholders exercise their redemption rights in connection with the Business Combination.
 
Following the completion of the Business Combination, as described above, our organizational structure will be what is commonly referred to as an umbrella partnership corporation (or
UP-C)
structure, which is often used by entities classified as a partnership for U.S. federal income tax purposes, such as Inspirato, undertaking an initial public offering. However, the UP-C structure is not used by entities classified as a corporation for U.S. federal income tax purposes undertaking an initial public offering or entering into an initial business combination with a SPAC. This UP-C structure will allow the Flow-Through Sellers to retain their equity ownership in Inspirato in the form of New Common Units issued pursuant to the Business Combination. Each Flow-Through Seller will also hold a number of shares of Combined Company Class V Common Stock equal to the number of New Common Units held by such Flow-Through Seller, which will have no economic value, but which will entitle the holder thereof to one (1) vote per share at any meeting of the stockholders of PubCo. Those institutional investors in Inspirato who, prior to the Business Combination, held Inspirato Units through a Blocker will, by contrast, hold their equity ownership in PubCo in the form of Combined Company Class A
 
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Common Stock. The parties agreed to structure the Business Combination in this manner to permit the Flow-Through Sellers to continue to realize the tax benefits associated with their ownership in an entity that is treated as a partnership for U.S. federal income tax purposes, and PubCo, as a holder of New Common Units, will realize the same tax benefits. The UP-C structure also provides potential future tax benefits to PubCo (85% of which PubCo will give up and pay to the Flow-Through Sellers pro rata based on their ownership of New Common Units pursuant to the Tax Receivable Agreement), which are expected to arise when the Flow-Through Sellers ultimately exchange their New Common Units and Shares of Combined Company Class V Common Stock for shares of Combined Company Class A Common Stock. Because the New Common Units are issued by Inspirato and not PubCo, the New Common Units could be entitled to different after-tax economics on a per unit basis compared to the Combined Company Class A Common Stock on a per share basis (for example, as a result of PubCo being subject to corporate income tax, and the potential that holders of New Common Units will receive distributions, including tax distributions, directly from Inspirato but PubCo will not make corresponding distributions to the holders of Combined Company Class A Common Stock). See the section entitled “
Risk Factors
Risks Related to Our Organizational Structure
” for additional information on our organizational structure, including the Tax Receivable Agreement. The A&R Inspirato LLCA will provide unitholders in Inspirato (other than PubCo and its subsidiaries) the right to exchange New Common Units, together with the cancellation of an equal number of shares of Combined Company Class V Common Stock, for an equal number of shares of Combined Company Class A Common Stock (or cash), subject to certain restrictions set forth therein.
It is anticipated that, (i) based on Inspirato’s capitalization table as of November 20, 2021, (ii) after giving effect to the A&R Inspirato LLCA, (iii) after giving effect to the forfeiture by Sponsor of 1,500,000 shares of Thayer Class B Common Stock and (iv) after giving effect to certain repurchases by Inspirato prior to the Closing, upon the completion of the Business Combination, the fully diluted ownership of PubCo assuming various levels of redemption by Public Stockholders will be as follows:
 
   
Redemption Threshold
 
   
No Redemption
(1)
   
25%
(2)
   
50%
(3)
   
75%
(4)
   
Maximum
Redemption
(5)
 
   
Shares
   
%
   
Shares
   
%
   
Shares
   
%
   
Shares
   
%
   
Shares
   
%
 
Public Stockholders
    17,250,000       11.2       13,850,000       9.2       10,450,000       7.1       7,050,000       4.9       3,650,000       2.6  
Public Warrants
(6)
    8,625,000       5.6       8,625,000       5.7       8,625,000       5.9       8,625,000       6.0       8,625,000       6.1  
Total (Public):
    25,875,000       16.8       22,475,000       14.9       19,075,000       12.9       15,675,000       10.9       12,275,000       8.7  
Thayer Class B Common Stock
    2,812,500       1.8       2,812,500       1.9       2,812,500       1.9       2,812,500       2.0       2,812,500       2.0  
Private Warrants
(6)
    7,175,000       4.7       7,175,000       4.8       7,175,000       4.9       7,175,000       5.0       7,175,000       5.1  
Total (Sponsor):
    9,987,500       6.5       9,987,500       6.6       9,987,500       6.8       9,987,500       6.9       9,987,500       7.1  
Total PIPE Subscribers:
    10,350,384       6.7       10,350,384       6.9       10,350,384       7.0       10,350,384       7.2       10,350,384       7.4  
Inspirato unitholders
(7)
    100,291,245       65.1       100,291,245       66.5       100,291,245       68.1       100,291,245       69.7       100,291,245       71.4  
Assumed Inspirato Options
(8)
    7,650,684       5.0       7,650,684       5.1       7,650,684       5.2       7,650,684       5.3       7,650,684       5.4  
Total (Inspirato)
(9)
:
    107,941,929       70.0       107,941,929       71.6       107,941,929       73.3       107,941,929       75.0       107,941,929       76.8  
Total:
    154,154,813       100.0       150,754,813       100.0       147,354,813       100.0       143,954,813       100.0       140,554,813       100.0  
 
(1)
Assumes that no shares of Thayer Class A Common Stock are redeemed.
(2)
Assumes that 3.4 million shares of Thayer Class A Common Stock, or 25% of the shares assumed to be redeemed under the Maximum Redemption scenario, are redeemed.
(3)
Assumes that 6.8 million shares of Thayer Class A Common Stock, or 50% of the shares assumed to be redeemed under the Maximum Redemption scenario, are redeemed.
(4)
Assumes that 10.2 million shares of Thayer Class A Common Stock, or 75% of the shares assumed to be redeemed under the Maximum Redemption scenario, are redeemed.
(5)
Assumes that 13.6 million shares of Thayer Class A Common Stock are redeemed, which is the maximum amount which may be redeemed while still satisfying the $140 million minimum cash proceeds condition in the Business Combination Agreement.
(6)
Assumes the exercise of all Thayer Warrants for Combined Company Class A Common Stock, which are not exercisable until 30 days after the completion of the Business Combination.
 
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(7)
Represents shares of Combined Company Class A Common Stock issued to the Blocker Sellers, shares of Combined Company Class A Common Stock exchangeable for Combined Company Class V Common Stock and an equal number of New Common Units issued to the Flow-Through Sellers, and Inspirato profits interests holders.
(8)
Assumes the exercise of all the Assumed Inspirato Options for Combined Company Class A Common Stock.
(9)
Excludes PIPE Shares issued to PIPE Subscribers that are also Inspirato unitholders.
Share ownership presented in the table above is only presented for illustrative purposes and are based on a number of assumptions. Thayer cannot predict how many of its public shareholders will exercise their right to have their public shares redeemed for cash. As a result, the redemption amount and the number of Thayer Public Shares redeemed in connection with the Business Combination may differ from the amounts presented above. As such, the ownership percentages and voting power of current Thayer stockholders and Inspirato unitholders may also differ from the presentation above if the actual redemptions are different from these assumptions. Public Stockholders that do not elect to redeem their Public Shares will experience dilution as a result of the Business Combination. The Public Stockholders currently own 80% of Thayer’s Capital Stock. As noted in the above table, if no Public Stockholders redeem their Public Shares in the Business Combination, the Public Stockholders will go from owning 80% of the Thayer Capital Stock prior to the Business Combination to owning 16.8% of the total shares outstanding of the Combined Company. The Public Stockholders will own representing approximately 14.9%, 12.9%, 10.9% and 8.7% of the total shares outstanding of the Combined Company, assuming redemptions equaling 25.0%, 50.0% and 75.0% and Maximum Redemption scenarios as shown above, respectively.
The level of redemption also impacts the effective deferred underwriting fee per Public Share incurred in connection with Thayer’s initial public offering and payable upon the completion of the Business Combination. Thayer incurred $6,900,000 in deferred underwriting fees. Assuming no exercise of Thayer Warrants, in a no redemption scenario, the effective deferred underwriting fee would be approximately $0.40 per Public Share on a pro forma basis (or 4.0% of the value of shares assuming a trading price of $10.00 per share). In a low redemption scenario in which 25% of the shares assumed to be redeemed under the Maximum Redemption scenario, are redeemed in connection with the Business Combination, the effective deferred underwriting fee would be approximately $0.50 per Public Share on a pro forma basis (or 5.0% of the value of shares assuming a trading price of $10.00 per share). In a medium redemption scenario in which 50% of the shares assumed to be redeemed under the Maximum Redemption scenario, are redeemed in connection with the Business Combination, the effective deferred underwriting fee would be approximately $0.66 per Public Share on a pro forma basis (or 6.6% of the value of shares assuming a trading price of $10.00 per share). In a high redemption scenario in which 75% of the shares assumed to be redeemed under the Maximum Redemption scenario, are redeemed in connection with the Business Combination, the effective deferred underwriting fee would be approximately $0.98 per Public Share on a pro forma basis (or 9.8% of the value of shares assuming a trading price of $10.00 per share). In the Maximum Redemption scenario, the effective deferred underwriting fee would be approximately $1.89 per Public Share on a pro forma basis (or 18.9% of the value of shares assuming a trading price of $10.00 per share).
Please see the section titled “
Summary Unaudited Pro Forma Condensed Combined Financial Information
” for further information.
 
 
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Sources and Uses of Funds for the Business Combination     
The following table summarizes the sources and uses for funding the Business Combination. These figures assume no Thayer Public Shares are redeemed. If the actual facts are different from these assumptions, the below figures will be different.
 
Sources
 
(in millions)
 
Cash held in the Trust Account
(1)
   $ 176  
Cash proceeds from the PIPE
     104  
Rollover equity
     1,070  
Existing balance sheet cash
     79  
  
 
 
 
Total sources
  
$
1,429
 
  
 
 
 
Uses
 
   
Cash to balance sheet
   $ 323  
Rollover equity
     1,070  
Transaction Expenses
     36  
  
  
 
 
 
Total uses
  
$
1,429
 
  
 
 
 
 
(1)
Excludes interest earned.
Emerging Growth Company
Thayer is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002
(“Sarbanes-Oxley”),
reduced disclosure obligations regarding executive compensation in Thayer’s periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply
to non-emerging growth
companies but any such election to opt out is irrevocable. Thayer has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies. Thayer, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make it difficult or impossible to compare Thayer’s financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used.
The Combined Company will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of Thayer’s initial public offering, (b) in which Thayer has total annual gross revenue of at least $1.07 billion or (c) in which the Combined Company is deemed to be a large accelerated filer, which, in addition to certain other criteria, means the market value of Thayer’s common equity that is held
by non-affiliates exceeds
$700 million as of the end of the prior fiscal year’s second fiscal quarter and (2) the date on which the Combined Company has issued more than $1 billion in
non-convertible
debt securities during the prior three-year period.
 
 
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Accounting Treatment of the Business Combination
The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Thayer will be treated as the “acquired” company for accounting purposes. This determination is primarily based on the fact that subsequent to the Business Combination, the unitholders of Inspirato will have a majority of the voting power of the Combined Company, Inspirato’s operations will comprise all of the ongoing operations of the Combined Company, and the management of Inspirato will appoint a majority of the PubCo Board. Following the Transaction, Inspirato will be managed by a seven-person board of managers designated by PubCo and the other members holding outstanding vested New Common Units. Accordingly, the financial statements will reflect the net assets of Thayer and Inspirato at historical cost with no goodwill or other intangible assets recognized.
Summary of Risk Factors
In evaluating the Stockholder Proposals, Thayer Stockholders should carefully read this proxy statement/ prospectus and especially consider the factors discussed in the section titled “
Risk Factors
.” Some of the risks related to Inspirato’s business and industry, and risks of the Combined Company, are summarized below.
 
   
The
COVID-19
pandemic and the impact of actions to mitigate the
COVID-19
pandemic have materially adversely impacted and will continue to materially adversely impact Inspirato’s business, results of operations, and financial condition.
 
   
Inspirato has a history of net losses and may not be able to achieve or sustain profitability.
 
   
If Inspirato fails to retain existing subscribers or add new subscribers, its business, results of operations, and financial condition would be materially adversely affected.
 
   
Inspirato’s revenue growth rate has slowed, and it may not increase at the rates Inspirato anticipates in the future or at all.
 
   
The hospitality market is highly competitive, and Inspirato may be unable to compete successfully with its current or future competitors.
 
   
Inspirato may be unable to effectively manage its growth.
 
   
Inspirato’s subscriber support function is critical to the success of Inspirato’s business, and any failure to provide high-quality service could affect its ability to retain its existing subscribers and attract new subscribers.
 
   
Inspirato may not be able to obtain sufficient new and recurring supply of luxury accommodations and experiences or to renew its existing supply of luxury accommodations and experiences.
 
   
Inspirato has limited experience with its pricing models, particularly for Inspirato Pass, and may not accurately predict the long-term rate of subscriber adoption or renewal or the impact these will have on its revenue or results of operations.
 
   
Inspirato depends on its key personnel and other highly skilled personnel, and if Inspirato fails to attract, retain, motivate or integrate its personnel, its business, financial condition and results of operations could be adversely affected.
 
   
Inspirato’s business depends on its reputation and the strength of its brand, and any deterioration could adversely impact its business, financial condition, or results of operations.
 
   
As a result of recognizing revenue in accordance with GAAP, Inspirato’s financial statements may not immediately reflect changes in customer bookings, cancellations and other operating activities.
 
   
The failure to successfully execute and integrate acquisitions could materially adversely affect Inspirato’s business, results of operations, and financial condition.
 
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Inspirato relies on consumer discretionary spending and any decline or disruption in the travel or hospitality industries or economic downturn would materially adversely affect its business, results of operations, and financial condition.
 
   
The subscription travel market and the market for Inspirato’s subscription offerings is still relatively new, and if it does not continue to grow, grows more slowly than expected or fails to grow as large as expected, Inspirato’s business, financial condition and results of operations could be adversely affected.
 
   
If Inspirato is unable to manage the risks presented by its international business model, its business, results of operations, and financial condition would be materially adversely affected.
 
   
Inspirato may experience significant fluctuations in its results of operations, which make it difficult to forecast its future results.
 
   
The hospitality industry is subject to seasonal and cyclical volatility, which may contribute to fluctuations in Inspirato’s results of operations and financial condition.
 
   
Inspirato’s management has identified material weaknesses in their internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of its financial statements or cause it to fail to meet its periodic reporting obligations.
 
   
Inspirato faces risks related to Inspirato’s intellectual property.
 
   
Inspirato’s processing, storage, use and disclosure of personal data exposes it to risks of internal or external security breaches and could give rise to liabilities and/or damage to reputation.
 
   
Unfavorable changes in government regulation or taxation of the evolving hospitality, internet and
e-commerce
industries could harm Inspirato’s results.
 
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SELECTED CONSOLIDATED HISTORICAL FINANCIAL INFORMATION OF INSPIRATO
The selected consolidated historical statements of operations data of Inspirato for the years ended December 31, 2018, 2019 and 2020 and the historical consolidated balance sheet data as of December 31, 2019 and 2020 are derived from Inspirato’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus. The selected consolidated historical statements of operations data of Inspirato for the nine months ended September 30, 2020 and 2021 and the consolidated historical balance sheet data as of September 30, 2021 are derived from Inspirato’s unaudited interim condensed consolidated financial statements included elsewhere in this proxy statement/prospectus. In Inspirato’s management’s opinion, the unaudited interim consolidated historical financial statements include all adjustments necessary to state fairly Inspirato’s financial position as of September 30, 2021 and the results of operations for the nine months ended September 30, 2020 and 2021.
Inspirato’s historical results are not necessarily indicative of the results that may be expected in the future and Inspirato’s results for the nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2021 or any other period. You should read the following selected consolidated historical financial data together with the section titled “
Inspirato Management’s Discussion and Analysis of Financial Condition and Results of Operations
” and Inspirato’s financial statements and related notes included elsewhere in this proxy statement/prospectus.
 
    
For the years ended

December 31,
   
For the nine months
ended September 30,
 
    
2018
   
2019
   
2020
   
2020
   
2021
 
    
(in thousands except per share amounts)
 
Statement of Operations Data:
  
Revenue
   $ 178,652     $ 217,079     $ 165,590     $ 125,703     $ 166,390  
Cost of revenue
     114,508       138,768       100,599       70,200       110,106  
Gross margin
     64,144       78,311       64,991       55,503       56,284  
General and administrative
     24,193       27,522       25,940       20,819       37,188  
Sales and marketing
     22,893       25,527       14,764       10,908       19,105  
Operations
     19,000       24,396       18,814       14,139       17,336  
Technology and development
     2,220       2,579       2,787       2,016       2,957  
Depreciation and amortization
     4,871       3,471       2,898       2,713       1,876  
Interest, net
     2,232       999       542       282       483  
Warrant fair value (gains) losses
     72       66       (214     —         456  
Gain on forgiveness of debt
     —         —         —         —         (9,518
Net income (loss) and comprehensive income (loss)
  
$
(11,337
 
$
(6,249
 
$
(540
 
$
4,626
 
 
$
(13,599
          
Basic weighted average common units
     1,166       1,166       1,166       1,166       1,166  
Basic income (loss) per common unit
   $ (9.72   $ (5.36   $ (0.46   $ 3.97     $ (11.66
Diluted weighted average common units
     1,166       1,166       1,166       2,787       1,166  
Diluted income (loss) per common unit
   $ (9.72   $ (5.36   $ (0.46   $ 1.66     $ (11.66
Statement of Cash Flows Data:
          
Net cash provided by operating activities
   $ 10,050     $ 3,948     $ 11,579     $ 4,569     $ 18,355  
Net cash used in investing activities
     (4,461     (4,425     (3,892     (3,516     (2,695
Net cash provided by (used in) financing activities
     (36     6,076       16,550       9,406       (846
Net increase in cash and cash equivalents
   $ 5,553     $ 5,599     $ 24,237     $ 10,459     $ 14,814  
 
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Balance Sheet Data:
 
    
As of December 31,
   
As of September 30,
 
    
2019
   
2020
   
2021
 
    
(in thousands)
 
Cash and cash equivalents
   $ 40,096     $ 62,772     $ 78,855  
Prepaid subscriber travel
     14,159       11,804       15,660  
Total assets
     107,817       120,606       139,340  
Deferred revenue
     148,197       148,962       173,335  
Debt
     7,000       23,550       13,267  
Total liabilities
     189,492       200,031       229,598  
Temporary equity
     83,780       83,780       83,780  
Members’ deficit
     (165,455     (163,205     (174,038
Total liability, temporary equity and members’ deficit
   $ 107,817     $ 120,606     $ 139,340  
 
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SELECTED HISTORICAL FINANCIAL INFORMATION OF THAYER
The following tables show selected historical financial information of Thayer for the periods and as of the dates indicated. The selected historical financial information of Thayer was derived from the audited historical financial statements of Thayer included elsewhere in this proxy statement/prospectus. The following tables should be read in conjunction with “Thayer Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Thayer’s historical financial statements and the notes and schedules related thereto, included elsewhere in this proxy statement/prospectus.
 
    
Nine Months
Ended September 30,
2021
   
For the Period
from July 31, 2020
(inception) to
December 31, 2020
 
    
(in thousands except per share amounts)
 
Statement of Operations Data:
    
Net loss
   $ (3,662   $ (2,959
Net loss per Class A common share – basic and diluted
     (0.17   $ (0.50
Net loss per Class B common share – basic and diluted
   $ (0.17 )     $ (0.50
Statement of Cash Flows Data:
    
Net cash used in operating activities
   $ (846   $ (538
Net cash used in investing activities
     —         (175,950
Net cash provided by financing activities
     —         177,730  
    
As of September 30,
2021
   
As of December 31,
2020
 
    
(in thousands)
 
Balance Sheet Data:
    
Total cash
   $ 396     $ 1,242  
Total assets
     176,642       177,702  
Total liabilities
     25,825       23,222  
Total stockholders’ deficit
     (25,132     (21,471
Total liabilities and stockholders’ deficit
   $ 176,642     $ 177,702  
 
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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following selected unaudited pro forma condensed combined financial information (the “selected pro forma data”) gives effect to the reverse acquisition of Inspirato by Thayer as further described below in the section entitled “
Unaudited Pro Forma Condensed Combined Financial Information
.” The Business Combination will be accounted for as a reverse merger, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, Thayer will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of the Inspirato issuing shares for the net assets of Thayer, accompanied by a recapitalization. The net assets of Thayer will be stated at historical cost, with no goodwill or other intangible assets recorded. The selected unaudited pro forma condensed combined balance sheet data as of September 30, 2021 gives effect to the Business Combination and financing activities described above as if they had occurred on September 30, 2021. The selected unaudited pro forma condensed combined statement of operations data for the nine months ended September 30, 2021 and for the year ended December 31, 2020 give effect to the Business Combination and financing activities described above as if they had occurred on January 1, 2020.
The selected pro forma data have been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information (the “Pro Forma Financial Statements”) of Thayer and Inspirato appearing below and the accompanying notes to the Pro Forma Financial Statements. In addition, the Pro Forma financial statements were based on, and should be read in conjunction with, the historical financial statements and related notes of the entities for the applicable periods included in the proxy statement/prospectus relating to the Business Combination (the “proxy statement/prospectus”). The selected unaudited pro forma data has been presented for informational purposes only and are not necessarily indicative of what the actual combined financial position or results of operations would have been had the Business Combination been completed as of the dates indicated. The Pro Forma Financial Statements do not give effect to any anticipated synergies, operating efficiencies or cost savings that may be associated with the Business Combination. In addition, the selected unaudited pro forma data does not purport to project the future financial position or operating results of Thayer and Inspirato subsequent to the close of the Business Combination.
 
    
As of September 30, 2021
 
    
Assuming No
Redemptions
   
Assuming Max
Redemptions
 
    
(in thousands)
 
Selected Unaudited Pro Forma Combined Balance Sheet Data:
  
Total assets
   $ 383,482     $ 247,494  
Total liabilities
     248,523       248,523  
Total equity (deficit)
   $ 134,959     $ (1,029
    
For the year ended
December 31, 2020
   
For the nine months
ended September 30,
2021
 
    
(in thousands except per share amounts)
 
Selected Unaudited Pro Forma Condensed Combined Statement of Operations:
    
Revenue
   $ 165,590     $ 166,390  
No redemptions
    
Weighted average shares outstanding — basic and diluted
     121,873       121,873  
Net loss per share — basic and diluted
   $ (0.05   $ (0.05
Maximum redemptions
    
Weighted average shares outstanding — basic and diluted
     108,273       108,273  
Net loss per share — basic and diluted
   $ (0.05   $ (0.05
 
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our, our management team’s, Inspirato’s and Inspirato’s management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:
 
   
Our ability to consummate the Business Combination;
 
   
The anticipated timing of the Business Combination;
 
   
The expected benefits of the Business Combination;
 
   
The Combined Company’s financial and business performance following the Business Combination, including financial projections and business metrics;
 
   
Changes in Inspirato’s strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans;
 
   
The implementation, market acceptance and success of Inspirato’s business model and growth strategy;
 
   
Inspirato’s expectations and forecasts with respect to the size and growth of the travel and hospitality industry;
 
   
The ability of Inspirato’s services to meet customers’ needs;
 
   
Inspirato’s ability to compete with others in the luxury travel and hospitality industry;
 
   
Inspirato’s ability to grow its market share;
 
   
Inspirato’s ability to attract and retain qualified employees and management;
 
   
Inspirato’s ability to adapt to changes in consumer preferences, perception and spending habits and develop and expand its destination offerings and gain market acceptance of its services, including in new geographies;
 
   
Inspirato’s ability to develop and maintain its brand and reputation;
 
   
Developments and projections relating to Inspirato’s competitors and industry;
 
   
The impact of health epidemics, including the
COVID-19
pandemic, on Inspirato’s business and the actions Inspirato may take in response thereto;
 
   
The impact of the
COVID-19
pandemic on customer demands for travel and hospitality services;
 
   
Expectations regarding the time during which we will be an emerging growth company under the JOBS Act;
 
   
Inspirato’s future capital requirements and sources and uses of cash;
 
   
Inspirato’s ability to obtain funding for its operations and future growth; and
 
   
Inspirato’s business, expansion plans and opportunities.
These forward-looking statements are based on information available as of the date of this proxy statement/ prospectus, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and
 
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uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
You should not place undue reliance on these forward-looking statements in deciding how to vote your proxy or instruct how your vote should be cast on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:
 
   
The occurrence of any event, change or other circumstances that could delay the Business Combination or give rise to the termination of the Business Combination Agreement;
 
   
The outcome of any legal proceedings that may be instituted against Thayer following announcement of the proposed Business Combination and transactions contemplated thereby;
 
   
The inability to complete the Business Combination due to the failure to obtain approval of the stockholders of Thayer or to satisfy other conditions to the Closing in the Business Combination Agreement;
 
   
The ability to obtain or maintain the listing of the Combined Company Class A Common Stock on Nasdaq following the Business Combination;
 
   
The risk that the proposed Business Combination disrupts current plans and operations of Inspirato as a result of the announcement and consummation of the transactions described herein;
 
   
Our ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of Inspirato to grow and manage growth profitably following the Business Combination;
 
   
Costs related to the Business Combination;
 
   
Changes in applicable laws or regulations;
 
   
The effect of the
COVID-19
pandemic on Inspirato’s business and the economy in general;
 
   
The ability of Inspirato to execute its business model, including market acceptance of its services;
 
   
The Combined Company’s ability to raise capital;
 
   
The possibility that Thayer or Inspirato may be negatively impacted by other economic, business, and/or competitive factors;
 
   
Any changes to U.S. tax laws; and
 
   
Other risks and uncertainties described in this proxy statement/prospectus, including those under the section titled “
Risk Factors
.”
In addition, statements that “Inspirato believes” or “Thayer believes” and similar statements reflect Inspirato’s or Thayer’s beliefs and opinions on the relevant subject. These statements are based upon information available to Inspirato or Thayer, as the case may be, as of the date of this prospectus/proxy statement, and while Inspirato or Thayer, as the case may be, believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and such statements should not be read to indicate that such party has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
 
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RISK FACTORS
You should carefully review and consider the following risk factors and the other information contained in this proxy statement/prospectus, including the financial statements and notes to the financial statements included herein, in evaluating the Business Combination and the proposals to be voted on at the special meeting. Certain of the following risk factors apply to the business and operations of Inspirato and will also apply to the business and operations of Combined Company following the consummation of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of Combined Company following the Business Combination. The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by Thayer and Inspirato that later may prove to be incorrect or incomplete. Thayer and Inspirato may face additional risks and uncertainties that are not presently known to such entity, or that are currently deemed immaterial, which may also impair our business or financial condition.
Unless the context otherwise requires, all references to “we,” “us,” or “our” in this section refer to Thayer.
Risks Related to Inspirato’s Business and Industry
Inspirato’s forecasts and projections are based upon assumptions, analyses and estimates developed by its management. If these assumptions, analyses or estimates prove to be incorrect or inaccurate, Inspirato’s actual results may differ materially from those forecasted or projected.
Inspirato’s forecasts and projections, including projected annual recurring revenue (“ARR”), margins, profitability, cash flows and the anticipated market opportunity, growth and penetration, are subject to significant uncertainty and are based on assumptions, analyses and estimates developed by Inspirato’s management, including with reference to third-party forecasts, any or all of which may prove to be incorrect or inaccurate. These include assumptions, analyses and estimates about future pricing, the type and size of future properties, the terms of future leases or property acquisitions, local regulatory environments, and future costs, all of which are subject to a wide variety of business, regulatory and competitive risks and uncertainties. If these assumptions, analyses or estimates prove to be incorrect or inaccurate, Inspirato’s actual results may differ materially from those forecasted or projected, adversely affecting the value of the Combined Company’s common stock.
The
COVID-19
pandemic and the impact of actions to mitigate the
COVID-19
pandemic have materially adversely impacted and will continue to materially adversely impact Inspirato’s business, results of operations, and financial condition.
In March 2020, the World Health Organization declared the outbreak of
COVID-19
a pandemic. In an attempt to limit the spread of the virus, governments have imposed various restrictions, including emergency declarations at the federal, state, and local levels, school and business closings, quarantines, “shelter at home” orders, restrictions on travel, limitations on social or public gatherings, and other social distancing measures, which have had and may continue to have a material adverse impact on Inspirato’s business and operations and on travel behavior and demand.
The
COVID-19
pandemic, which has required and may continue to require cost reduction measures, has materially adversely affected Inspirato’s near-term operating and financial results and will continue to materially adversely impact Inspirato’s long-term operating and financial results. In light of the evolving nature of
COVID-19
and the uncertainty it has produced around the world, Inspirato does not believe it is possible to predict the
COVID-19
pandemic’s cumulative and ultimate impact on its future business, results of operations, and financial condition. The extent of the impact of the
COVID-19
pandemic on Inspirato’s business and financial results will depend largely on future developments, including the duration and extent of the spread of
 
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COVID-19
both globally and within the U.S., the prevalence of local, national, and international travel restrictions, significantly reduced flight volume, the impact on capital and financial markets and on the U.S. and global economies, foreign currencies exchange, and governmental or regulatory orders that impact Inspirato’s business, all of which are highly uncertain and cannot be predicted. Moreover, even after all
shelter-in-place
and quarantine orders and travel bans, restrictions, and advisories are completely lifted, demand for Inspirato’s offerings, particularly those related to cross-border and international travel, may experience a depression for a significant length of time. In addition, Inspirato could not predict the impact that the
COVID-19
pandemic has had and cannot predict the impact that the
COVID-19
pandemic will continue to have on its business partners and third-party vendors and service providers. In addition, Inspirato may continue to be materially adversely impacted as a result of the material adverse impacts Inspirato’s business partners and third-party vendors suffered previously and may suffer now and in the future. To the extent the
COVID-19
pandemic continues to materially adversely affect Inspirato’s business, results of operations, and financial condition, it may also have the effect of heightening many of the other risk factors described herein.
Inspirato has a history of net losses and may not be able to achieve or sustain profitability.
Inspirato incurred net losses of $11.3 million, $6.2 million, $0.5 million, and $13.6 million for the fiscal years ended December 31, 2018, 2019 and 2020 and the nine months ended September 30, 2021, respectively. As of December 31, 2020, and September 30, 2021, Inspirato had an accumulated deficit of $185 million and $196 million, respectively. Inspirato’s accumulated deficit and net losses historically resulted primarily from the substantial investments required to grow its business. Inspirato has invested significantly in efforts to grow its subscriptions, introduce new or expanded offerings, increase its marketing spend, expanded its operations and hire additional employees. In 2021, Inspirato started to incur significant costs related to the Business Combination and operating the Combined Company as a public company after the consummation of the Business Combination. Inspirato expects to continue making significant investments in its business in the future. These efforts may prove more expensive than currently anticipated, and Inspirato may not succeed in increasing its revenue sufficiently to offset these higher expenses. In particular, the impacts of the
COVID-19
pandemic on Inspirato’s business have also contributed to the losses incurred during 2020 and Inspirato expects the ongoing economic impact from the
COVID-19
pandemic to have a material adverse impact on its revenue and financial results for 2021 and in the future depending on the pandemic’s future impact.
If Inspirato fails to retain existing subscribers or add new subscribers, its business, results of operations, and financial condition would be materially adversely affected.
Inspirato has experienced significant subscriber growth over the past several years, particularly with respect to Inspirato Pass. Inspirato’s continued business and revenue growth is dependent on its ability to retain existing subscribers and add new subscribers, and Inspirato cannot be sure that it will be successful in these efforts, or that subscriber retention levels will not materially decline. There are a number of factors that could lead to a decline in subscribers or that could prevent Inspirato from increasing its subscribers, including:
 
   
Inspirato’s failure to deliver offerings that subscribers find attractive;
 
   
Inspirato’s ability to achieve and sustain market acceptance, particularly with respect to Inspirato Pass;
 
   
harm to Inspirato’s brand and reputation;
 
   
pricing and perceived value of Inspirato’s offerings;
 
   
subscribers engaging with competitive products and services;
 
   
problems affecting subscribers’ experiences;
 
   
a decline in the public’s interest in luxury travel;
 
   
deteriorating general economic conditions or a change in consumer discretionary spending preferences or trends;
 
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