Annual report pursuant to Section 13 and 15(d)

Cover Page

v3.21.2
Cover Page - USD ($)
5 Months Ended
Dec. 31, 2020
Dec. 02, 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. 2 to the 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 Amendment No. 2 (“Amendment No. 2”) to the Annual Report on Form 10-K amends Amendment No. 1 to the Annual Report on Form 10-K/A of Thayer Ventures Acquisition Corporation for the period ended December 31, 2020, as filed with the Securities and Exchange Commission (the “SEC”) on May 19, 2021 (the “Amendment No. 1”) which amended the Annual Report on Form 10-K for the period ended December 31, 2020, as filed with the SEC on March 24, 2021 (the “Original Report”). Historically, in accordance with ASC 480-10-S99-3A, the Company has classified a portion of its redeemable Class A common stock, par value $0.0001 per share (the “Public Shares”), as permanent equity to maintain stockholders’ equity greater than $5,000,000, on the basis that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described in the Company’s amended and restated certificate of incorporation (the “Charter”). In September 2021, in connection with the preparation of the Company’s unaudited interim financial statements for the quarter ended September 30, 2021, the Company re-evaluated its application of ASC 480-10-S99-3A to its accounting classification of the Public Shares. Pursuant to such re-evaluation, the Company’s management subsequently determined that the Public Shares include certain provisions that require classification of all of the Public Shares as temporary equity regardless of the net tangible assets redemption limitation contained in the Charter. In previous periods, the Company had classified a portion of its Class A common stock in total stockholders’ equity. In addition, in connection with the change in presentation for the Public Shares, the Company determined it should revise its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a business combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company. As a result, in the unaudited interim financial statements for the quarter ended September 30, 2021, filed with the SEC in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 (the “Third Quarter 10-Q”), the Company followed the approach set forth above by classifying all of its Public Shares subject to possible redemption in temporary equity. The Company determined to present this revision in a prospective manner in all future filings. Under this approach, the Company’s previously issued financial statements would not be amended or restated, but financial statements presented in future filings would be recast to be consistent with the presentation for the unaudited interim financial statements as of September 30, 2021. On November 19, 2021, the audit committee of the Company’s board of directors (the “Audit Committee”), after considering the recommendations of, and in consultation with the Company’s management, concluded that the Company’s previously issued (i) audited balance sheet as of December 15, 2020 (the “Post IPO Balance Sheet”), as previously revised in Amendment No. 1, (ii) audited financial statements included in Amendment No. 1, (iii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 28, 2021; and (iv) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 16, 2021 (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and calculate earnings per share by allocating income and losses pro rata for each class of common stock and should no longer be relied upon. As such, in this Amendment No. 2, the Company restates its financial statements for the Post IPO Balance Sheet and the Company’s audited financial statements included in Amendment No. 1. The Company will restate its unaudited condensed financial statements for the periods ended March 31, 2021 and June 30, 2021 in an amendment to the Third Quarter 10-Q (the “Amended Third Quarter 10-Q”). The Company does not intend to file amendments to its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021. The restatement does not have an impact on the Company’s cash position and cash held in the trust account established in connection with the IPO (the “Trust Account”) or on the Company’s previously reported assets. The impact of the revisions is limited to reclassification of amounts from total stockholders’ equity to Class A common stock subject to possible redemption. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company will also revise its historical earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. The Company’s management has concluded that a material weakness remains in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness will be described in more detail in the Amended Third Quarter 10-Q. 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 Amendment No. 2, 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 Amendment No. 2 new certifications dated as of the date of this filing (Exhibits 31.1, 31.2, 32.1 and 32.2). This Amendment No. 2 should be read in conjunction with Amendment No. 1 and with our filings with the SEC subsequent to Amendment No. 1. 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 Amendment No. 2, and the financial statements and related financial information contained in such Current Report should no longer be relied upon. This Amendment No. 2 continues to describe the conditions as of the date of the First Amended Filing and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the First Amended Filing. Except as described above, no other information included in the Original Report or Amendment No. 1 is being amended or updated by this Amendment No. 2, and accordingly, this Amendment No. 2 does not reflect or purport to reflect any information or events occurring after the respective filing dates of the Original Report or Amendment No. 1 or modify or update those disclosures affected by subsequent events. Accordingly, this Amendment No. 2 should be read in conjunction with the Original Report and Amendment No. 1 and the Company’s other filings with the SEC.    
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 TVACU    
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 TVACW    
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