Quarterly report pursuant to Section 13 or 15(d)

Cover Page

v3.21.2
Cover Page - shares
9 Months Ended
Sep. 30, 2021
Dec. 02, 2021
Document Information [Line Items]    
Document Type 10-Q/A  
Amendment Flag true  
Document Period End Date Sep. 30, 2021  
Document Fiscal Year Focus 2021  
Document Fiscal Period Focus Q3  
Document Quarterly 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  
Amendment Description EXPLANATORY NOTE References throughout this Amendment No. 1 to the Quarterly Report on Form 10-Q to “we,” “us,” the “Company” or “our company” are to Thayer Ventures Acquisition Corporation, unless the context otherwise indicates. This Amendment No. 1 (“Amendment No. 1”) to the Quarterly Report on Form 10-Q amends the Quarterly Report on Form 10-Q of Thayer Ventures Acquisition Corporation as of and for the period ended September 30, 2021, as filed with the Securities and Exchange Commission (the “SEC”) on November 12, 2021 (the “Q3 Form 10-Q”). On November 12, 2021, Thayer Ventures Acquisition Corporation (the “Company”) filed its Q3 Form 10-Q, which included a footnote to the financial statements titled “Note 1, Revision of Previously Issued Financial Statements” (“Note 1”), that describes a revision to the Company’s classification of its Class A common stock subject to redemption issued as part of the units sold in the Company’s initial public offering (“IPO”) on December 15, 2020. As described in Note 1, upon its IPO, the Company classified a portion of the Class A common stock as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. The Company’s management subsequently re-evaluated the conclusion and determined that the Class A common stock subject to redemption included certain provisions that require classification of the Class A common stock as temporary equity regardless of the minimum net tangible assets required to complete the Company’s initial business combination. As a result, management corrected the error by restating all Class A common stock subject to redemption as temporary equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. The Company determined to present this correction 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. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation differs from the previously presented method of earnings per share, which was similar to the two-class method. 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 the Company’s Annual Report on Form 10-K, as amended, for the period ended December 31, 2020, filed with the SEC on May 19, 2021 (“2020 Form 10-K/A No. 1”), (ii) audited financial statements included in the 2020 Form 10-K/A 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. In reaching this conclusion, the Audit Committee considered that, although the qualitative factors that management assessed tended to support a conclusion that the misstatements were not material, these factors were not strong enough to overcome the significant quantitative errors in the financial statements. The qualitative and quantitative factors support a conclusion that the misstatements are material on a quantitative basis. Management concluded that the misstatement was such of magnitude that it is probable that the judgment of a reasonable person relying upon the financial statements would have been influenced by the inclusion or correction of the foregoing items. As such, upon further consideration of the change, the Company determined the change in classification of the Class A common stock and change to its presentation of earnings per share is material quantitatively and it should restate its previously issued financial statements. However, the Company determined the changes were not qualitatively material to the Company’s previously issued unaudited financial statements for the quarters ended March 31, 2021 and June 30, 2021 and is not restating such financial statements. Instead, the Company has revised such previously issued unaudited interim financial statements in Note 1 to this Amendment No. 1. The restated audited financial statements for the period ended December 31, 2020 are being filed on an Annual Report on Form 10-K/A (“2020 Form 10-K/A No. 2”). The above changes will not have any impact on the Company’s cash position and cash held in the trust account established in connection with the IPO or on the Company’s previously reported total assets. After re-evaluation, the Company’s management has concluded that in light of the errors described above, a material weakness existed in the Company’s internal control over financial reporting during the Affected Periods and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness is described in more detail in this Amendment No. 1. 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. 1, the following items:     •   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. 1 new certifications dated as of the date of this filing (Exhibits 31.1, 31.2, 32.1 and 32.2). This Amendment No. 1 should be read in conjunction with the 2020 Form 10-K/A No. 2 and with our filings with the SEC subsequent to the Q3 Form 10-Q.  
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