EX-FILING FEES 10 d301575dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Form S-1

(Form Type)

Thayer Ventures Acquisition Corporation

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

Security

Type

 

Security Class Title

  Fee
Calculation
Rule
  Amount
Registered(1)
    Proposed
Maximum
Offering
Price Per Unit
    Maximum
Aggregate
Offering Price
    Fee Rate     Amount of
Registration
Fee
 

Equity

 

Class A Common Stock, par value $0.0001 per share (Primary Offering)(2)

  Other     15,800,000     $ 10.17 (5)    $ 160,686,000 (5)    $ 0.0000927     $ 14,896  

Equity

 

Class A Common Stock, par value $0.0001 per share (Secondary Offering)(3)

  Other     16,025,384     $ 10.17 (5)    $ 162,978,156 (5)    $ 0.0000927     $ 15,109  

Equity

 

Warrants to purchase Class A Common Stock (Secondary Offering)(4)(6)

  Other     7,175,000         $ 0.0000927       (6  ) 
 

Total Offering Amounts

        $ 323,664,156       $ 30,005  
 

Total Fee Offsets

           
 

Net Fee Due

        $ 323,664,156       $ 30,005  

 

(1)

Pursuant to Rule 416(a) under the Securities Act, this Registration Statement shall also cover any additional shares of common stock of Thayer Ventures Acquisition Corporation (“Thayer”) that become issuable as a result of any stock dividend, stock split, recapitalization, or other similar transaction effected without the receipt of consideration that results in an increase to the number of outstanding shares of Thayer’s common stock, as applicable.

 

(2)

Consists of 15,800,000 shares of Class A common stock, par value $0.0001 per share (“Thayer Class A Common Stock”), of Thayer issuable upon the exercise of (i) 7,175,000 warrants initially sold by Thayer to Thayer Ventures Sponsor LLC in a private placement that closed concurrently with the Thayer’s initial public offering (“Private Warrants”) and (ii) 8,625,000 warrants issued in Thayer’s initial public offering. In connection with the closing (the “Closing”) of Thayer’s business combination with Inspirato LLC (“Inspirato”), each share of Thayer Class A Common Stock will be reclassified as a share of Class A common stock, par value $0.0001 per share, of the post-combination company (“Combined Company Class A Common Stock”).

 

(3)

Consists of the following shares of common stock registered for resale by the selling securityholders named in the prospectus included in this registration statement: (i) 7,175,000 shares of Thayer Class A Common Stock that may be issued upon exercise of the Private Warrants; and (ii) 8,850,384 shares of Thayer Class A Common Stock that certain of the selling securityholders have committed to purchase immediately prior to the Closing (the “PIPE Shares”).

 

(4)

Represents the resale of 7,175,000 Private Warrants.

 

(5)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act, based on the average of the high and low prices of Thayer’s Class A Common Stock as reported on January 28, 2022, which was approximately $10.17 per share.

 

(6)

Pursuant to Rule 457(g) of the Securities Act, no separate fee is recorded for the Private Warrants and the entire fee is allocated to the underlying Thayer Class A Common Stock.

Table 2: Fee Offset Claims and Sources

N/A

Table 3: Combined Prospectuses

N/A