QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
ITEM 1. |
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
June 30, 2021 |
December 31, 2020 |
|||||||
(unaudited) |
||||||||
Assets: |
||||||||
Current assets: |
||||||||
Cash |
$ | $ | ||||||
Prepaid expenses |
||||||||
|
|
|
|
|||||
Total current assets |
||||||||
Investments held in Trust Account |
||||||||
|
|
|
|
|||||
Total Assets |
$ |
$ |
||||||
|
|
|
|
|||||
Liabilities and Stockholders’ Equity: |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | $ | ||||||
Accrued expenses |
||||||||
Franchise tax payable |
||||||||
|
|
|
|
|||||
Total current liabilities |
||||||||
Deferred underwriting commissions |
||||||||
Derivative warrant liabilities |
||||||||
|
|
|
|
|||||
Total Liabilities |
||||||||
Commitments and Contingencies |
||||||||
Class A common stock; $ |
||||||||
Stockholders’ Equity: |
||||||||
Preferred stock, $ or outstanding |
||||||||
Class A common stock, $ and outstanding (excluding 14,108,010 and 14,654,852 shares subject to possible redemption) at June 30, 2020 and December 31, 2020, respectively |
||||||||
Class B common stock, $ and outstanding |
||||||||
Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total stockholders’ equity |
||||||||
|
|
|
|
|||||
Total Liabilities and Stockholders’ Equity |
$ |
$ |
||||||
|
|
|
|
For the Three Months Ended June 30, 2021 |
For the Six Months Ended June 30, 2021 |
|||||||
General and administrative expenses |
$ | $ | ||||||
Franchise tax expenses |
||||||||
Loss from operations |
( |
) | ( |
) | ||||
Other income (expenses): |
||||||||
Income earned on investments held in Trust Account |
||||||||
Change in fair value of derivative warrant liabilities |
( |
) | ( |
) | ||||
Net loss |
$ |
( |
) |
$ |
( |
) | ||
Weighted average shares outstanding of Class A common stock |
||||||||
Basic and diluted net income per share, Class A |
$ |
$ |
||||||
Weighted average shares outstanding of Class B common stock |
||||||||
Basic and diluted net loss per share, Class B |
$ |
( |
) |
$ |
( |
) | ||
Common Stock |
Additional Paid-In Capital |
Retained Earnings (Accumulated deficit) |
Total Stockholders’ Equity |
|||||||||||||||||||||||||
Class A |
Class B |
|||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance—December 31, 2020 |
$ |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||||||||||
Class A Common stock subject to possible redemption |
( |
) | ( |
) | — | ( |
) | — | ( |
) | ||||||||||||||||||
Net income |
— |
— | — | — | — | |||||||||||||||||||||||
Balance—March 31, 2021 (unaudited) |
||||||||||||||||||||||||||||
Class A Common stock subject to possible redemption |
— | — | ||||||||||||||||||||||||||
Net loss |
— |
— | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
Balance—June 30, 2021 (unaudited) |
$ |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||||||||||
Cash Flows from Operating Activities: |
||||
Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
Income earned on investments held in Trust Account |
( |
) | ||
Change in fair value of derivative warrant liabilities |
||||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
||||
Accounts payable |
( |
) | ||
Accrued expenses |
||||
Franchise tax payable |
||||
Net cash used in operating activities |
( |
) | ||
Net decrease in cash |
( |
) | ||
Cash—beginning of the period |
||||
Cash—end of the period |
$ |
|||
Supplemental disclosure of noncash financing activities: |
||||
Change in value of Class A common stock subject to possible redemption |
$ |
For the Three Months Ended June 30, 2021 |
For the Six Months Ended June 30, 2021 |
|||||||
Class A common stock |
||||||||
Numerator: Income allocable to Class A common stock |
||||||||
Income earned on investments held in Trust Account |
$ | $ | ||||||
Less: Company’s portion available to be withdrawn to pay taxes |
( |
) | ( |
) | ||||
Net income attributable to Class A common stock |
$ |
$ |
||||||
Denominator: Weighted average Class A common stock |
||||||||
Basic and diluted weighted average shares outstanding, Class A common stock |
||||||||
Basic and diluted net income per share, Class A common stock |
$ |
$ |
||||||
Class B common stock |
||||||||
Numerator: Net loss minus net income allocable to Class A common stock |
||||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Net income allocable to Class A common stock |
||||||||
Net loss attributable to Class B common stock |
$ |
( |
) |
$ |
( |
) | ||
Denominator: weighted average Class B common stock |
||||||||
Basic and diluted weighted average shares outstanding, Class B common stock |
||||||||
Basic and diluted net loss per share, Class B common stock |
$ |
( |
) |
$ |
( |
) | ||
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the last reported sale price of the Class A common stock equals or exceeds $ |
• | in whole and not in part; |
• | at a price of $ |
• | if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and |
• | if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) then the Private Placement Warrants must also concurrently be called for redemption on the same terms (equal to a number of shares of Class A common stock) as the outstanding Public Warrants as described above. |
Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||
Assets: |
||||||||||||
Investments held in Trust Account |
$ | $ | $ | |||||||||
Liabilities: |
||||||||||||
Derivative warrant liabilities (public) |
$ | $ | $ | |||||||||
Derivative warrant liabilities (private) |
$ | $ | $ |
Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||
Assets: |
||||||||||||
Investments held in Trust Account |
$ | $ | $ | |||||||||
Liabilities: |
||||||||||||
Derivative warrant liabilities (public) |
$ | $ | $ | |||||||||
Derivative warrant liabilities (private) |
$ | $ | $ |
As of December 31, 2020 |
As of March 31, 2021 |
|||||||
Public |
Public |
|||||||
Exercise price |
$ | $ | ||||||
Volatility |
% | % | ||||||
Stock price |
$ | $ | ||||||
Expected life of the options to convert |
||||||||
Risk-free rate |
% | % | ||||||
Dividend yield |
% | % |
Derivative warrant liabilities at January 1, 2021 |
$ |
|||
Transfer of public warrant liabilities to Level 1 |
( |
) | ||
Change in fair value of warrant liabilities |
( |
) | ||
|
|
|||
Derivative warrant liabilities at March 31, 2021 |
||||
Transfer of Private Placement Warrants to Level 2 |
( |
) | ||
|
|
|||
Derivative warrant liabilities at June 30, 2021 |
$ |
|||
|
|
ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
ITEM 4. |
CONTROLS AND PROCEDURES |
ITEM 1. |
LEGAL PROCEEDINGS. |
ITEM 1A. |
RISK FACTORS. |
ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. |
ITEM 3. |
DEFAULTS UPON SENIOR SECURITIES. |
ITEM 4. |
MINE SAFETY DISCLOSURES. |
ITEM 5. |
OTHER INFORMATION. |
ITEM 6. |
EXHIBITS. |
+ | Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to supplementally furnish a copy of any omitted exhibit or schedule to the SEC upon its request. |
^ | Filed herewith. |
* | The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Thayer Ventures Acquisition Corporation under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing. |
** | Attached as Exhibit 101 to this Quarterly Report formatted in XBRL (Extensible Business Reporting Language): (i) Balance Sheets, (ii) Statements of Operations, (iii) Statements of Comprehensive Loss, (iv) Statements of Cash Flows, (v) Statements of Stockholders’ Equity; and (vi) Notes to Financial Statements, tagged as blocks of text and including detailed tags. |
THAYER VENTURES ACQUISITION CORPORATION | ||||
Date: August 16, 2021 | /S/ M ARK E. FARRELL | |||
Name: | Mark E. Farrell | |||
Title: | Co-Chief Executive Officer, Co-President and Chief Financial Officer | |||
Date: August 16, 2021 | /S/ C HRISTOPHER HEMMETER | |||
Name: | Christopher Hemmeter | |||
Title: | Co-Chief Executive Officer, Co-President and Secretary |