Cover Page - USD ($) |
5 Months Ended | ||
|---|---|---|---|
Dec. 31, 2020 |
May 17, 2021 |
Jun. 30, 2020 |
|
| Document Information [Line Items] | |||
| Document Type | 10-K/A | ||
| Amendment Flag | true | ||
| Document Period End Date | Dec. 31, 2020 | ||
| Document Fiscal Year Focus | 2020 | ||
| Document Fiscal Period Focus | FY | ||
| Document Annual Report | true | ||
| Document Transition Report | false | ||
| Entity Registrant Name | Thayer Ventures Acquisition Corp | ||
| Entity Central Index Key | 0001820566 | ||
| Entity Incorporation, State or Country Code | DE | ||
| Current Fiscal Year End Date | --12-31 | ||
| Entity File Number | 001-39791 | ||
| Entity Tax Identification Number | 85-2426959 | ||
| Entity Address, Address Line One | 25852 McBean Parkway | ||
| Entity Address, City or Town | Valencia | ||
| Entity Address, State or Province | CA | ||
| Entity Address, Postal Zip Code | 91335 | ||
| City Area Code | 415 | ||
| Local Phone Number | 782-1414 | ||
| Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
| Trading Symbol | TVAC | ||
| Security Exchange Name | NASDAQ | ||
| Entity Current Reporting Status | Yes | ||
| Entity Interactive Data Current | Yes | ||
| Entity Filer Category | Non-accelerated Filer | ||
| Entity Small Business | true | ||
| Entity Emerging Growth Company | true | ||
| Entity Ex Transition Period | false | ||
| Entity Shell Company | true | ||
| Entity Well-known Seasoned Issuer | No | ||
| Entity Voluntary Filers | No | ||
| Entity Public Float | $ 0 | ||
| ICFR Auditor Attestation Flag | false | ||
| Amendment Description | References throughout this Amendment No. 1 to Annual Report on Form 10-K (the “Amended Report”) to “we,” “us,” the “Company” or “our company” are to Thayer Ventures Acquisition Corporation, unless the context otherwise indicates. This Amended Report amends the Annual Report on Form 10-K of Thayer Ventures Acquisition Corporation for the period ended December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on March 24, 2021 (the “Original Report”). On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement titled Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed the view that certain warrants issued by SPACs may require classification as a liability of the entity measured at fair value, with changes in fair value recorded each period in earnings. The SEC Staff Statement discusses “certain features of warrants issued in SPAC transactions” that “may be common across many entities.” The SEC Staff Statement indicates that when one or more of such features is included in a warrant, the warrant “should be classified as a liability measured at fair value, with changes in fair value each period reported in earnings.” Since their issuance on December 15, 2020, our warrants have been accounted for as a component of stockholders’ equity within our balance sheet. After discussion and evaluation and taking into consideration the SEC Staff Statement, we have determined to classify our warrants as liabilities and will subsequently measure them at fair value pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40”) in our financial statements. On May 11, 2021, the audit committee of the board of directors, after considering the recommendations of and in consultation with our management, concluded that our previously issued audited financial statements as of December 31, 2020 and for the period from July 31, 2020 (inception) through December 31, 2020 (the “Affected Period”) should be restated due to such change in classification of our warrants and should no longer be relied upon. Historically, our warrants were reflected as a component of equity as opposed to liabilities on the balance sheet and the statement of operations did not include the subsequent non-cash changes in estimated fair value of the warrants, based on our application of FASB ASC 815-40. The views expressed in the SEC Staff Statement were not consistent with our historical interpretation of the specific provisions within the warrants and our application of ASC 815-40 to the warrants. We reassessed our accounting for the warrants issued on December 15, 2020, in light of the SEC Staff’s published views. Based on this reassessment, we determined that the warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in our statement of operations each reporting period. The change in accounting for the warrants does not impact the amounts previously reported for our cash and cash equivalents, investments held in the trust account, operating expenses or total cash flows from operations for any period presented herein. In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, we are hereby amending and restating in their entirety in this Amended Report, the following items: • Item 1A—Risk Factors; • Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations; • Item 8—Financial Statements and Supplementary Data; and • Item 9A—Controls and Procedures. In addition, we are also filing a signature page, and our Co-Chief Executive Officers and Chief Financial Officer have provided with this Amended Report new certifications dated as of the date of this filing (Exhibits 31.1, 31.2, 32.1 and 32.2). This Amended Report should be read in conjunction with the Original Report and with our filings with the SEC subsequent to the Original Report. We have not amended our prior Current Report on Form 8-K (File No. 001-39791) filed with the SEC on December 21, 2020, which contained our audited balance sheet as of December 15, 2020. The financial information contained in that Current Report on Form 8-K is superseded by the information in this Amended Report, and the financial statements and related financial information contained in such Current Report should no longer be relied upon. This Amended Report continues to describe the conditions as of the date of the Original Report and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Report. Accordingly, this Amended Report should be read in conjunction with the Original Report and with our filings with the SEC subsequent to the Original Report. | ||
| Units [Member] | |||
| Document Information [Line Items] | |||
| Title of 12(b) Security | Units, each consisting of one Class A common stock, $0.0001 par value | ||
| Trading Symbol | TVAC | ||
| Security Exchange Name | NASDAQ | ||
| Warrant [Member] | |||
| Document Information [Line Items] | |||
| Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock | ||
| Trading Symbol | TVAC | ||
| Security Exchange Name | NASDAQ | ||
| Common Class A [Member] | |||
| Document Information [Line Items] | |||
| Entity Common Stock, Shares Outstanding | 17,250,000 | ||
| Common Class B [Member] | |||
| Document Information [Line Items] | |||
| Entity Common Stock, Shares Outstanding | 4,312,500 |