Delaware |
6770 |
85-2426959 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
John T. McKenna Daniel Peale Milson C. Yu Cooley LLP 3175 Hanover Street Palo Alto, CA 94304 (650) 843-5000 |
James Hnat General Counsel and Secretary Inspirato LLC 1544 Wazee Street Denver, CO 80202 (303) 586-7771 |
Tony Jeffries Christina L. Poulsen David G. Sharon Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, CA 94304 (650) 493-9300 |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
Sincerely, |
Mark E. Farrell |
Co-Chief Executive Officer, Co-President and Chief Financial Officer |
• | Proposal No. 1 — The “ Business Combination Proposal |
• | Proposal No. 2 — The “ Charter Proposal |
• | Proposal No. 3 — The “ Governance Proposals non-binding advisory basis, certain governance provisions in the Proposed Certificate of Incorporation and the Proposed Bylaws, presented separately in accordance with SEC requirements (collectively, the “Governance Proposals |
• | Proposal No. 3A — Name Change Charter Amendment |
• | Proposal No. 3B — Authorized Share Charter Amendment |
• | Proposal No. 3C — Actions by Stockholders Charter Amendment |
• | Proposal No. 3D — Corporate Opportunity Charter Amendment |
• | Proposal No. 3E — Voting Thresholds Charter Amendment |
• | Proposal No. 3F — Classified Board Amendment |
• | Proposal No. 3G — Additional Governance Amendments |
• | Proposal No. 4 — The “ Incentive Plan Proposal |
• | Proposal No. 5 — The “ ESPP Proposal |
• | Proposal No.6 — The “ Nasdaq Proposals |
• | Proposal No. 6A — Merger Shares Issuance |
• | Proposal No. 6B — PIPE Shares Issuance |
• | Proposal No. 7 — The “ Adjournment Proposal |
By Order of the Board of Directors, |
Mark E. Farrell |
Co-Chief Executive Officer, Co-President and Chief Financial Officer |
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K-1 |
• | all fees, costs and expenses (including fees, costs and expenses of third-party advisors, legal counsel, accountants, investment bankers, or other advisors, service providers, representatives) including brokerage fees and commissions, incurred or payable by Thayer, Merger Subs or the Sponsor through the Closing in connection with the preparation of the financial statements in connection with the filings required in connection with the transactions contemplated by the Business Combination Agreement, the negotiation and preparation of the Business Combination Agreement, the other agreements entered into in connection with the Business Combination Agreement and this proxy statement/prospectus and the consummation of the transactions contemplated by the Business Combination Agreement (including due diligence) or in connection with Thayer’s pursuit of a Business Combination, and the performance and compliance with all agreements and conditions contained herein or therein to be performed or complied with; |
• | all fees, costs and expenses (including fees, costs and expenses of third-party advisors, legal counsel, investment bankers, or other representatives), incurred or payable by Thayer, Merger Subs, Inspirato (including its subsidiaries), or the Blockers through the Closing in connection with the preparation of the financial statements of Inspirato, the negotiation and preparation of the Business Combination Agreement, the other agreements entered into in connection with the Business Combination Agreement and this proxy statement/prospectus and the consummation of the transactions contemplated by the Business Combination Agreement; |
• | any fees, costs and expenses incurred or payable by the Thayer, Merger Subs, the Sponsor, the Blockers or Inspirato (including its subsidiaries) through the Closing in connection with the PIPE; |
• | any amounts incurred under or in connection with any retention, severance, transaction, change in control and similar bonuses or arrangements that are owed by Inspirato (including its subsidiaries), Thayer, Merger Subs or any Blocker to any current or former employee or other individual service provider and that will be triggered, solely as a result of the transactions contemplated by this Agreement plus the employer portion of any payroll or other employment taxes related thereto (including, to the extent not included in the computation of indebtedness of Blockers (as determined in accordance with the Business Combination Agreement), all “applicable employment taxes” (as defined in Section 2302(d)(1) of the CARES Act) that any Blocker or Inspirato (including its subsidiaries) has elected to defer pursuant to Section 2302 of the CARES Act, and all payroll or other employment Taxes deferred pursuant to Internal Revenue Service Notice 2020-65 or any related or similar order or declaration from any governmental entity (including without limitation the Presidential Memorandum, dated August 8, 2020, issued by the President of the United States)); |
• | all fees, costs and expenses paid or payable by Inspirato to obtain directors and officers “tail” insurance policy; |
• | all filing fees paid or payable to a governmental entity in connection with any filing required to be made under the HSR Act; |
• | all fees, costs and expenses paid or payable to Continental Stock Transfer & Trust Company, as transfer agent; |
• | any amounts unpaid under the terms of any affiliated transactions, or related to the termination of any affiliated transactions; and |
• | all transfer taxes required to be paid by Thayer or Inspirato (including its subsidiaries). |
1. | No Public Stockholders exercise their redemption rights in connection with the Closing, and the balance of the Trust Account as of the Closing is the same as its balance on September 30, 2021 of approximately $176 million. |
2. | An aggregate of 27,457,926 shares of Combined Company Class A Common Stock are issued to the Blocker Sellers at the Closing. |
3. | An aggregate of 7,650,684 shares of Combined Company Class A Common Stock are reserved for future issuance under the Assumed Inspirato Options at the Closing, which assumes no exercises, forfeitures, or cancellations of options outstanding subsequent to November 20, 2021. |
4. | An aggregate of 72,833,319 New Common Units and an equal number of shares of Combined Company Class V Common Stock are issued to Flow Through Sellers at the Closing. See the section entitled “ Certain Agreements Related to the Business Combination — A&R Inspirato LLCA |
5. | 1,500,000 shares of Thayer Class B Common Stock are forfeited by Sponsor, and 2,812,500 shares of Thayer Class B Common Stock are converted at Closing into an equal number of shares of Combined Company Class A Common Stock. Please see the section entitled “ Certain Agreements Related to the Business Combination — Sponsor Side Letter. |
6. | The PIPE Subscribers acquire at the Closing, in accordance with the Subscription Agreements, 10,350,384 million shares of Thayer Class A Common Stock, for an aggregate purchase price of approximately $103.5 million. |
7. | For purposes of the number of shares of Thayer Class A Common Stock redeemable, the per share redemption price is $10.20; the actual per share redemption price will be equal to the pro rata portion of the Trust Account calculated as of two business days prior to the Closing. |
A. | Thayer has entered into the Business Combination Agreement, dated as of June 30, 2021, (as may be further amended from time to time, the “Business Combination Agreement”), by and among Thayer, the Blocker Merger Subs, the Company Merger Sub, the Blockers and Inspirato, pursuant to which the Blocker Mergers will be effected and, immediately following the Blocker Mergers, Company Merger Sub will merge with and into Inspirato, with Inspirato as the surviving company, resulting in Inspirato becoming a subsidiary of PubCo. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A, and Thayer encourages its stockholders to read it in its entirety. Thayer’s stockholders are being asked to consider and vote upon the Business Combination Proposal to approve and adopt the Business Combination Agreement, among other Stockholder Proposals. See the section titled “ Proposal No.1 — The Business Combination Proposal |
A. | In light of the ongoing health concerns relating to the COVID-19 pandemic and to best protect the health and welfare of Thayer’s stockholders and personnel, the special meeting will be held completely virtually, conducted only via webcast at the following address: . There will be no physical meeting location and you will only be able to access the special meeting by means of remote communication. |
A. | At the Thayer special meeting of stockholders, Thayer will ask its stockholders to vote in favor of the following Stockholder Proposals: |
• | Proposal No. 1 — The “ Business Combination Proposal |
amended from time to time, the “Business Combination Agreement”), by and among Thayer, the Blocker Merger Subs, the Company Merger Sub, the Blockers and Inspirato, pursuant to which the Blocker Mergers will be effected and, immediately following the Blocker Mergers, Company Merger Sub will merge with and into Inspirato, with Inspirato as the surviving company, resulting in Inspirato becoming a subsidiary of Thayer. |
• | Proposal No. 2 — The “ Charter Proposal |
• | Proposal No. 3 — The “ Governance Proposals non-binding advisory basis, certain governance provisions in the Proposed Certificate of Incorporation and the Proposed Bylaws, presented separately in accordance with SEC requirements (collectively, the “Governance Proposals |
• | Proposal No. 3A — Name Change Charter Amendment |
• | Proposal No. 3B — Authorized Share Charter Amendment |
• | Proposal No. 3C — Actions by Stockholders Charter Amendment |
• | Proposal No. 3D — Corporate Opportunity Charter Amendment |
• | Proposal No. 3E — Voting Thresholds Charter Amendment |
• | Proposal No. 3F — Classified Board Amendment |
• | Proposal No. 3G — Additional Governance Amendments |
• | Proposal No. 4 — The “ Incentive Plan Proposal |
• | Proposal No. 5 — The “ ESPP Proposal |
• | Proposal No.6 — The “ Nasdaq Proposals |
• | Proposal No. 6A — Merger Shares Issuance |
• | Proposal No. 6B — PIPE Shares Issuance |
• | Proposal No. 7 — The “ Adjournment Proposal |
A. | As required by applicable SEC guidance, Thayer is requesting that its stockholders vote upon, on a non-binding, advisory basis, a proposal to approve certain governance provisions contained in the Proposed Certificate of Incorporation and Proposed Bylaws that may reasonably be considered to materially affect stockholder rights and therefore require a non-binding, advisory basis vote pursuant to SEC guidance. This non-binding, advisory vote is not otherwise required by Delaware law and is separate and apart from the Charter Proposal, but consistent with SEC guidance, Thayer is submitting these provisions to its stockholders separately for approval. However, the stockholder vote regarding this proposal is an advisory vote and is not binding on Thayer or its board of directors (separate and apart from the approval of the Charter Proposal). Furthermore, the Business Combination is not conditioned on the separate approval of the Governance Proposals (separate and apart from approval of the Charter Proposal). |
A. | Thayer may not consummate the Business Combination unless the Business Combination Proposal, the Charter Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Nasdaq Proposals are approved at the special meeting, each of which is conditioned upon all such proposals having been approved at the special meeting. The approval of the Charter Proposal requires the affirmative vote (virtually in person or by proxy) of a majority of the outstanding shares of Thayer Capital Stock voting together as a single class and a majority of the outstanding voting power of the Thayer Class B Common Stock voting together as a single class. The approval of the Business Combination Proposal, the Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal and the Nasdaq Proposals requires the affirmative vote (virtually in person or by proxy) of holders of a majority of the shares of Thayer Capital Stock that are voted at the special meeting of stockholders. The Adjournment Proposal is not conditioned on the approval of any other Stockholder Proposal set forth in this proxy statement/prospectus. The Business Combination is not conditioned on the separate approval of the Governance Proposals (separate and apart from approval of the Charter Proposal). |
A. | The Business Combination consists of a series of transactions pursuant to which Thayer will acquire a majority of the equity interests of Inspirato through a series of mergers, with Inspirato becoming a direct subsidiary of Thayer, and Thayer changing its name to “Inspirato Incorporated.” |
A. |
At the Closing, (i) the equity interests of each Blocker will be cancelled and converted into the right to receive (A) shares of Combined Company Class A Common Stock based on such Blocker’s pro rata ownership of Inspirato (adjusted upward for cash and cash equivalents of such Blocker and adjusted downward for debt and transaction expenses of such Blocker), plus (B) cash, if any, based on such Blocker’s pro rata ownership, plus (C) certain rights under the Tax Receivable Agreement; (ii) the outstanding units of Inspirato (other than any units held by Thayer or any of its subsidiaries following the Blocker Mergers) will be cancelled and converted into the right to receive (1) New Common Units of Inspirato, (2) cash, if any, (3) shares of Combined Company Class V Common Stock and (4) certain rights under the Tax Receivable Agreement; and (iii) each option to purchase Inspirato Units will be converted into an option to purchase Combined Company Class A Common Stock. For additional information, please see the section titled “ The Business Combination Agreement — Consideration to be Received in the Business Combination — Holders of Inspirato Options |
A. | Concurrently with the completion of the Business Combination, PubCo will enter into the Tax Receivable Agreement, in substantially the form attached to this proxy statement/prospectus as Annex H. Pursuant to the Tax Receivable Agreement, PubCo will be required to pay the Flow-Through Sellers and the Blocker Sellers 85% of the tax savings that PubCo realizes as a result of increases in tax basis in Inspirato’s and its subsidiaries’ assets resulting from the sale of Inspirato Units for the consideration paid pursuant to the Business Combination Agreement and the future exchange of New Common Units for shares of Combined Company Class A Common Stock (or cash) pursuant to the A&R Inspirato LLCA, and certain pre-existing tax attributes of the Blockers, as well as certain other tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. The term of the Tax Receivable Agreement will continue until all such tax benefits have been utilized or expired unless PubCo exercises its right to terminate the Tax Receivable Agreement for an amount representing the present value of anticipated future tax benefits under the Tax Receivable Agreement or certain other acceleration events occur. For more information on the Tax Receivable Agreement, please see the section entitled “Certain Agreements Related to the Business Combination — Tax Receivable Agreement |
A. | Thayer was organized for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities. Thayer is not limited to a particular industry or geographic region, but focused its search on businesses in industries that complement its management team’s background, and it intends to capitalize on the ability of its management team to identify and acquire a business, focusing on the travel and transportation industries where its management has extensive investment experience. |
Q. |
Did Thayer’s board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination? |
A. | Thayer’s board of directors did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. In analyzing the Business Combination, Thayer’s board of directors and management conducted due diligence on Inspirato and researched the industry in which Inspirato operates and concluded that the Business Combination was in the best interest of Thayer’s stockholders. In reaching this conclusion, Thayer’s board of directors considered a number of factors and a broad range of information, including publicly available information and information provided by Inspirato. Thayer’s board of directors believes that based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its stockholders. Thayer’s board of directors also determined, without seeking a valuation from a financial advisor, that Inspirato’s fair market value was at least 80% of Thayer’s net assets, excluding any taxes payable on interest earned. Accordingly, investors will be relying on the judgment of Thayer’s board of directors, as described above, in valuing Inspirato’s business and assuming the risk that Thayer’s board of directors may not have properly valued such business. For a complete discussion of the factors utilized by Thayer’s board of directors in approving the Business Combination, see the section titled “Proposal No. 1 — The Business Combination Proposal — The Business Combination — Thayer’s Board of Directors’ Reasons for the Approval of the Business Combination.” |
Q. |
Who will have the right to nominate or appoint directors to the PubCo’s board after the consummation of the Business Combination? |
A. | The holders of the Combined Company Class A Common Stock and Combined Company Class V Common Stock voting together as a single class (or, if the holders of one or more series of Combined Company Preferred Stock are entitled to vote together with holders of the Combined Company Common Stock, as a single class with the holders of such other series of Combined Company Preferred Stock) shall have the exclusive right to vote for the election of directors. |
A. | If you are a Public Stockholder, you may redeem your Public Shares for cash equal to your pro rata share of the aggregate amount on deposit in the Trust Account, which holds the proceeds of the IPO, as of two business days prior to the Closing, including interest earned on the funds held in the Trust Account and not previously released to Thayer to pay its income taxes or any other taxes payable, upon the Closing. The per share amount Thayer will distribute to holders who properly redeem their shares will not be reduced by the deferred underwriting commissions Thayer will pay to the underwriters of its IPO if the Business Combination is consummated. Holders of the outstanding Public Warrants do not have redemption rights with respect to such warrants in connection with the Business Combination. The Sponsor has agreed to waive its redemption rights with respect to its shares and any Public Shares that it may have acquired during or after the IPO in connection with the completion of Thayer’s business combination. The shares of Thayer Capital Stock purchased by the Sponsor in connection with our IPO will be excluded from the pro rata calculation used to determine the per share redemption price. For illustrative purposes, based on funds in the Trust Account of approximately $176 million on September 30, 2021, the estimated per share redemption price would have been approximately $10.20. Additionally, Public Shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the Trust Account, including interest (which interest shall be net of taxes payable by Thayer), in connection with the liquidation of the Trust Account. |
A. | No. You may exercise your redemption rights whether you vote your Public Shares for or against the Business Combination Proposal and other Stockholder Proposals or do not vote your shares. As a result, the Business Combination Proposal can be approved by stockholders who will redeem their Public Shares and no longer remain stockholders, leaving stockholders who choose not to redeem their Public Shares holding shares in a company with a less liquid trading market, fewer stockholders, less cash, and the potential inability to meet the listing standards of Nasdaq. |
A. | In order to exercise your redemption rights, you must, prior to Eastern time on , 2021 (two business days before the special meeting of stockholders), (i) submit a written request to Thayer’s transfer agent to redeem your Public Shares for cash, and (ii) deliver your stock to Thayer’s transfer agent physically or electronically through The Depository Trust Company (“DTC”). For the address of Continental Stock Transfer & Trust Company, Thayer’s transfer agent, see the question “Who can help answer my questions?” below. Thayer requests that any requests for redemption include the identity as to the beneficial owner making such request. Electronic delivery of your shares generally will be faster than delivery of physical stock certificates. |
A. | The U.S. federal income tax consequences of exercising your redemption rights depend on your particular facts and circumstances. See the section titled “ Material U.S. Federal Income Tax Considerations of the Redemption Rights and Blocker Mergers |
A. | No. Holders of Thayer Warrants have no redemption rights with respect to the Thayer Warrants; however, if such Holders choose to redeem their shares of Thayer Capital Stock to which the Thayer Warrants entitle them, those Holders may still exercise their Thayer Warrants if the Business Combination is consummated. |
A. | No. There are no appraisal rights available to holders of shares of Thayer Capital Stock in connection with the Business Combination. |
Q. What |
happens to the funds held in the Trust Account upon consummation of the Business Combination? |
A. | If the Business Combination is consummated, the funds held in the Trust Account will be released to pay (i) Thayer stockholders who properly exercise their redemption rights and (ii) certain expenses incurred by Inspirato and Thayer in connection with the Business Combination, to the extent not otherwise paid prior to the Closing. The remaining funds available for release from the Trust Account will be used for general corporate purposes of the Combined Company following the Business Combination. |
A. | PIPE Subscribers have committed to purchase an aggregate of approximately 10.3 million shares of Thayer Class A Common Stock in the PIPE at a purchase price of $10.00 per share, for an aggregate purchase price of approximately $103.5 million. |
A. | The PIPE is expected to close concurrently with the Closing. Upon the closing of both the Business Combination and the PIPE, the proceeds from the PIPE will be released to Thayer and will be contributed to Inspirato for general corporate purposes of the Combined Company following the Business Combination. |
Q. |
What happens if a substantial number of Public Stockholders vote in favor of the Business Combination Proposal and exercise their redemption rights? |
A. | Public Stockholders may vote in favor of the Business Combination and still exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Stockholders are reduced as a result of redemptions by Public Stockholders. |
A. | There are certain circumstances under which the Business Combination Agreement may be terminated. |
A. | Inspirato is a subscription-based luxury travel company that provides unique solutions for (i) affluent travelers seeking superior service and certainty across a wide variety of accommodations and experiences and (ii) hospitality suppliers who want to solve pain points that include monetizing excess inventory and efficiently outsourcing the hassle involved in managing rental properties. |
Q. |
What equity stake will current Thayer stockholders and Inspirato unitholders have in the Combined Company after the Closing? |
A. | It is anticipated that, (i) based on Inspirato’s capitalization as of November 20, 2021, (ii) after giving effect to the A&R Inspirato LLCA, (iii) after giving effect to the forfeiture by the Sponsor of 1,500,000 shares of Thayer Class B Common Stock and (iv) after giving effect to certain repurchases by Inspirato prior to the Closing, upon the consummation of the Business Combination and the PIPE, the fully diluted ownership of the PubCo assuming various levels of redemption by Public Stockholders will be as follows: |
Redemption Threshold |
||||||||||||||||||||||||||||||||||||||||
No Redemption (1) |
25% (2) |
50% (3) |
75% (4) |
Maximum Redemption (5) |
||||||||||||||||||||||||||||||||||||
Shares |
% |
Shares |
% |
Shares |
% |
Shares |
% |
Shares |
% |
|||||||||||||||||||||||||||||||
Public Stockholders |
17,250,000 | 11.2 | 13,850,000 | 9.2 | 10,450,000 | 7.1 | 7,050,000 | 4.9 | 3,650,000 | 2.6 | ||||||||||||||||||||||||||||||
Public Warrants (6) |
8,625,000 | 5.6 | 8,625,000 | 5.7 | 8,625,000 | 5.9 | 8,625,000 | 6.0 | 8,625,000 | 6.1 | ||||||||||||||||||||||||||||||
Total (Public): |
25,875,000 | 16.8 | 22,475,000 | 14.9 | 19,075,000 | 12.9 | 15,675,000 | 10.9 | 12,275,000 | 8.7 | ||||||||||||||||||||||||||||||
Thayer Class B Common Stock |
2,812,500 | 1.8 | 2,812,500 | 1.9 | 2,812,500 | 1.9 | 2,812,500 | 2.0 | 2,812,500 | 2.0 | ||||||||||||||||||||||||||||||
Private Warrants (6) |
7,175,000 | 4.7 | 7,175,000 | 4.8 | 7,175,000 | 4.9 | 7,175,000 | 5.0 | 7,175,000 | 5.1 | ||||||||||||||||||||||||||||||
Total (Sponsor): |
9,987,500 | 6.5 | 9,987,500 | 6.6 | 9,987,500 | 6.8 | 9,987,500 | 6.9 | 9,987,500 | 7.1 | ||||||||||||||||||||||||||||||
Total PIPE Subscribers: |
10,350,384 | 6.7 | 10,350,384 | 6.9 | 10,350,384 | 7.0 | 10,350,384 | 7.2 | 10,350,384 | 7.4 | ||||||||||||||||||||||||||||||
Inspirato unitholders (7) |
100,291,245 | 65.1 | 100,291,245 | 66.5 | 100,291,245 | 68.1 | 100,291,245 | 69.7 | 100,291,245 | 71.4 | ||||||||||||||||||||||||||||||
Assumed Inspirato Options (8) |
7,650,684 | 5.0 | 7,650,684 | 5.1 | 7,650,684 | 5.2 | 7,650,684 | 5.3 | 7,650,684 | 5.4 | ||||||||||||||||||||||||||||||
Total (Inspirato) (9) : |
107,941,929 | 70.0 | 107,941,929 | 71.6 | 107,941,929 | 73.3 | 107,941,929 | 75.0 | 107,941,929 | 76.8 | ||||||||||||||||||||||||||||||
Total: |
154,154,813 | 100.0 | 150,754,813 | 100.0 | 147,354,813 | 100.0 | 143,954,813 | 100.0 | 140,554,813 | 100.0 |
(1) | Assumes that no shares of Thayer Class A Common Stock are redeemed. |
(2) | Assumes that 3.4 million shares of Thayer Class A Common Stock, or 25% of the shares assumed to be redeemed under the Maximum Redemption scenario, are redeemed. |
(3) | Assumes that 6.8 million shares of Thayer Class A Common Stock, or 50% of the shares assumed to be redeemed under the Maximum Redemption scenario, are redeemed. |
(4) | Assumes that 10.2 million shares of Thayer Class A Common Stock, or 75% of the shares assumed to be redeemed under the Maximum Redemption scenario, are redeemed. |
(5) | Assumes that 13.6 million shares of Thayer Class A Common Stock are redeemed, which is the maximum amount which may be redeemed while still satisfying the $140 million minimum cash proceeds condition in the Business Combination Agreement. |
(6) | Assumes the exercise of all Thayer Warrants for Combined Company Class A Common Stock, which are not exercisable until 30 days after the completion of the Business Combination. |
(7) | Represents shares of Combined Company Class A Common Stock issued to the Blocker Sellers, shares of Combined Company Class A Common Stock exchangeable for Combined Company Class V Common Stock and an equal number of New Common Units issued to the Flow-Through Sellers, and Inspirato profits interests holders. |
(8) | Assumes the exercise of all the Assumed Inspirato Options for Combined Company Class A Common Stock. |
(9) | Excludes PIPE Shares issued to PIPE Subscribers that are also Inspirato unitholders. |
Q. Who |
will be the officers and directors of the Combined Company if the Business Combination is consummated? |
A. | The Business Combination Agreement provides that, upon the Closing, the PubCo Board will be comprised of Brent Handler, Brad Handler, R. Scot (Scot) Sellers, Michael Armstrong, Chris Hemmeter, Ann Payne and Eric Grosse. Immediately following the consummation of the Business Combination, we expect that the following will be the officers of the Combined Company: Brad Handler as Executive Chairman, Brent Handler as Chief Executive Officer, David Kallery as President and R. Webster (Web) Neighbor as Chief Financial Officer. See the section titled “ Management After the Business Combination |
A. | There are a number of Closing conditions in the Business Combination Agreement, including that Thayer’s stockholders and holders of Inspirato Units have approved and adopted the Business Combination Agreement, the effectiveness of the Registration Statement of which this proxy statement/prospectus forms a part, the receipt of certain regulatory approvals (including, but not limited to, approval for listing on Nasdaq of the Combined Company Class A Common Stock to be issued in connection with the Merger and the expiration or early termination of the waiting period or periods under the HSR Act), that Thayer has at least $5,000,001 of net tangible assets upon Closing and the absence of any injunctions. Other conditions to Inspirato’s obligations to consummate the Merger include, among others, that as of the Closing, the aggregate amount of cash in the Trust Account (after reductions for the aggregate amount of payments required to be made in connection with the redemption of Public Shares), plus proceeds from the PIPE actually received by Thayer, will be equal to or greater than $140 million. |
A. | The Record Date for the special meeting of stockholders will be earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of Thayer Capital Stock after the Record Date, but before the special meeting of stockholders, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting of stockholders. However, you will not become a Combined Company Stockholder following the Closing because only Thayer’s stockholders on the Closing Date will become Combined Company Stockholders. |
A. | The approval of the Charter Proposal requires the affirmative vote (virtually in person or by proxy) of a majority of outstanding shares of Thayer Capital Stock voting together as a single class and a majority of the outstanding voting power of the Thayer Class B Common Stock voting together as a single class. The class vote of the Thayer Class B Common Stock has already been obtained by a written consent. Accordingly, a Thayer stockholder’s failure to vote by proxy or to vote online at the virtual special meeting of stockholders, an abstention from voting or a broker non-vote will have the same effect as a vote against the Charter Proposal. |
Q. |
May Thayer or Thayer’s directors, officers or advisors, or their affiliates, purchase shares in connection with the Business Combination? |
A. | In connection with the stockholder vote to approve the proposed Business Combination, Thayer’s board of directors, officers, advisors or their affiliates may privately negotiate transactions to purchase shares prior to the Closing from stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per share pro rata portion of the Trust Account without the prior written consent of Inspirato. None of the directors, officers or advisors, or their respective affiliates, will make any such purchases when they are in possession of any material non-public information not disclosed to the seller of such shares. Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the directors, officers or advisors, or their affiliates, purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per share pro rata portion of the Trust Account. The purpose of these purchases would be to increase the amount of cash available to Thayer for use in the Business Combination. |
A. | Thayer’s stockholders are entitled to one vote at the special meeting for each share of Thayer Capital Stock held of record as of the Record Date. As of the close of business on the Record Date, there were shares and shares outstanding of Thayer Class A Common Stock and Thayer Class B Common Stock, respectively, held by holders of record. |
Q. What |
interests do the Sponsor and Thayer’s current officers and directors have in the Business Combination? |
A. | Thayer’s board of directors and executive officers may have interests in the Business Combination that are different from, in addition to, or in conflict with, yours. These interests include: |
• | While the Sponsor does not have any ownership in Inspirato directly, the beneficial ownership of the Sponsor and Thayer’s board of directors and officers of an aggregate of 2,812,500 Founder Shares (after giving effect to the agreed upon forfeiture of 1.5 million Founder Shares upon the consummation of the Business Combination), which shares would become worthless if Thayer does not complete a business combination within the applicable time period, as Thayer’s directors and officers and their affiliates have waived any right to redemption with respect to these shares. Such shares and warrants have an aggregate market value of approximately $ million and $ million based on the closing price of Thayer Class A Common Stock of $ on Nasdaq on , 2021, the Record Date for the special meeting of stockholders. Based on such market value, Thayer’s board of directors and officers will have an unrealized gain of $ on their Thayer securities; |
• | The Sponsor paid an aggregate of $25,000 ($0.0049 per share) for the Founder Shares which (to the extent not forfeited pursuant to the terms of the Sponsor Side Letter) will have a significantly higher value at the time of the Business Combination, if it is consummated. If Thayer does not consummate the Business Combination or another initial business combination by June 15, 2022, and Thayer is therefore required to be liquidated, these shares would be worthless, as Founder Shares are not entitled to participate in any redemption or liquidation of the Trust Account. Based on the difference in the purchase price of $0.0049 that the Sponsor paid for the Founder Shares, as compared to the purchase price of $10.00 per Unit sold in the IPO, the Sponsor may earn a positive rate of return even if the share price of the Combined Company after the Closing falls below the price initially paid for the Units in the IPO and the Public Stockholders experience a negative rate of return following the Closing of the Business Combination; |
• | The Sponsor paid $7,175,000 for its Private Warrants, which would be worthless if a business combination is not consummated by June 15, 2022; |
• | The Sponsor and Thayer’s directors and officers may be incentivized to complete the Business Combination, or an alternative initial business combination with a less favorable company or on terms less favorable to stockholders, rather than to liquidate, in which case the Sponsor and Thayer’s directors and officers would lose their entire investment. As a result, the Sponsor as well as Thayer’s directors or officers may have a conflict of interest in determining whether Inspirato is an appropriate business with which to effectuate a business combination and/or in evaluating the terms of the Business Combination. The Thayer board of directors was aware of and considered these interests, among other matters, in evaluating and unanimously approving the Business Combination and in recommending to Public Stockholders that they approve the Business Combination; |
• | Thayer’s board of directors will not receive reimbursement for any out-of-pocket |
• | The Sponsor and certain other holders of Thayer Class B Common Stock have agreed not to redeem any public shares held by them in connection with a stockholder vote to approve a proposed initial business combination; |
• | The Sponsor and certain other holders of Thayer Class B Common Stock have entered into the Sponsor Side Letter pursuant to which such holders have already agreed to vote their shares in favor of the Business Combination with Inspirato; |
• | The Registration Rights Agreement will be entered into by the Sponsor; |
• | The anticipated continuation of Chris Hemmeter as a director of the Combined Company; and |
• | The continued indemnification of the current directors and officers of Thayer following the Business Combination and the continuation of directors’ and officers’ liability insurance following the Business. Combination. |
A. | It is currently anticipated that the Business Combination will be consummated promptly following the special meeting of stockholders, provided that all other conditions to the Closing have been satisfied or waived. For a description of the conditions to the completion of the Business Combination, see the section titled “ The Business Combination Agreement — Closing Conditions |
A. | You are urged to carefully read and consider the information contained in this proxy statement/ prospectus in its entirety, including the financial statements and annexes attached hereto, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee. |
A. | If you were a holder of record of Thayer Capital Stock on , 2021, the Record Date for the special meeting of stockholders, you may vote on the Stockholder Proposals online at the virtual special meeting of stockholders or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to virtually attend the special meeting of stockholders and vote online, obtain a proxy from your broker, bank or nominee. |
A. | At the special meeting of stockholders, Thayer will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. |
A. | Signed and dated proxies received by Thayer without an indication of how the stockholder intends to vote on a proposal will be voted in favor of each of the Stockholder Proposals. |
A. | No. You are invited to virtually attend the special meeting to vote on the proposals described in this proxy statement/prospectus. However, you do not need to attend the special meeting of stockholders to vote your shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card(s) in the pre-addressed postage-paid envelope. Your vote is important. Thayer encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus. |
Q. |
If I am not going to attend the special meeting of stockholders in person, should I return my proxy card instead? |
A. | Yes. After carefully reading and considering the information contained in this proxy statement/ prospectus, please submit your proxy, as applicable, by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. |
Q. |
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me? |
A. | No. If your broker holds your shares in its name and you do not give the broker voting instructions, under the applicable stock exchange rules, your broker may not vote your shares on any of the Stockholder |
Proposals. If you do not give your broker voting instructions and the broker does not vote your shares, this is referred to as a “broker non-vote.” Broker non-votes will be counted for purposes of determining the presence of a quorum at the special meeting of stockholders. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. However, in no event will a broker non-vote have the effect of exercising your redemption rights for a pro rata portion of the Trust Account, and therefore no shares as to which a broker non-vote occurs will be redeemed in connection with the proposed Business Combination. |
A. | Yes. You may change your vote by sending a later-dated, signed proxy card to Thayer’s secretary at the address listed below prior to the vote at the special meeting of stockholders, or attend the virtual special meeting and vote online. You also may revoke your proxy by sending a notice of revocation to Thayer’s secretary, provided such revocation is received prior to the vote at the special meeting. If your shares are held in “street name” by a broker or other nominee, you must contact the broker or nominee to change your vote. |
A. | If you fail to take any action with respect to the special meeting and the Business Combination is approved by stockholders and consummated, you will become a stockholder of the Combined Company and/or your warrants will entitle you to purchase the Combined Company Class A Common Stock. As a corollary, failure to vote either for or against the Business Combination Proposal means you will not have any redemption rights in connection with the Business Combination to exchange your Public Shares for a pro rata share of the aggregate amount of funds held in the Trust Account as of two business days prior to the Closing, including any interest thereon but net of any income or other taxes payable. If you fail to take any action with respect to the special meeting and the Business Combination is not approved, you will continue to be a stockholder and/or warrant holder of Thayer. |
A. | You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares. |
A. | A quorum of Thayer’s stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting of stockholders if a majority of the Thayer Capital Stock outstanding and entitled to vote at the meeting is virtually represented in person or by proxy. Abstentions will count as present for the purposes of establishing a quorum. |
Q. |
What happens to the Thayer Warrants I hold if I vote my shares of Thayer Capital Stock against approval of the Business Combination Proposal and validly exercise my redemption rights? |
A. | Properly exercising your redemption rights as a Thayer stockholder does not result in either a vote “FOR” or “AGAINST” the Business Combination Proposal. If the Business Combination is not approved and completed, you will continue to hold your Thayer Warrants, and if Thayer does not otherwise consummate an initial business combination by June 15, 2022 or obtain the approval of Thayer stockholders to extend the deadline for Thayer to consummate an initial business combination, Thayer will be required to dissolve and liquidate, and your Thayer Warrants will expire and be worthless. |
A. | Thayer will pay the cost of soliciting proxies for the special meeting of stockholders. Thayer has engaged Morrow Sodali (“Morrow Sodali”) to assist in the solicitation of proxies for the special meeting. Thayer has agreed to pay Morrow Sodali a fee of $30,000. Thayer will reimburse Morrow Sodali for reasonable out-of-pocket |
A. | If you have questions about the Stockholder Proposals, or if you need additional copies of this proxy statement/prospectus, the proxy card or the consent card you should contact our proxy solicitor at: |
• | each Blocker will merge with and into a Blocker Merger Sub (including any Non-Party Blocker, if any, that signs a joinder to the Business Combination Agreement with the consent of Inspirato) with the respective Blocker Merger Sub surviving as a wholly owned subsidiary of Thayer (collectively, the |
“Blocker Mergers”), resulting in the equity interests of each Blocker being cancelled and converted into the right to receive (i) shares of Combined Company Class A Common Stock based on such Blocker’s pro rata ownership of Inspirato (adjusted upward for cash and cash equivalents of such Blocker and adjusted downward for debt and transaction expenses of such Blocker), plus (ii) cash, if any, based on such Blocker’s pro rata ownership, plus (iii) certain rights under the Tax Receivable Agreement; |
• | immediately following the Blocker Mergers, the Company Merger Sub will merge with and into Inspirato, with Inspirato continuing as the surviving company and subsidiary of Thayer, resulting in (i) each outstanding Inspirato Unit (other than any units held by Thayer or any of its subsidiaries following the Blocker Mergers) being cancelled and converted into a right to receive (A) New Common Units of Inspirato, (B) cash, if any, (C) shares of Combined Company Class V Common Stock and (D) certain rights under the Tax Receivable Agreement; and (ii) each outstanding Inspirato Option being automatically converted into an Assumed Inspirato Option; and |
• | the limited liability company agreement of Inspirato will be amended and restated to, among other things, reflect the Company Merger and create a seven-person board of managers designated by PubCo and the other members holding outstanding vested New Common Units. |
• | Change Thayer’s name to “Inspirato Incorporated”; |
• | Authorize the issuance of up to 1,000,000,000 shares of Combined Company Class A Common Stock and 500,000,000 shares of Combined Company Class V Common Stock; |
• | Authorize the issuance of up to 100,000,000 shares of “blank check” preferred stock, the rights, preferences and privileges of which may be designated from time to time by the PubCo Board; |
• | Require that stockholders only act at annual and special meeting of the corporation and not by written consent; |
• | Eliminate the current limitations in place on the corporate opportunity doctrine; |
• | Increase the required vote thresholds for approving amendments to the charter and bylaws to 66 2/3%; and |
• | Make certain other changes to the Existing Thayer Certificate of Incorporation. |
• | While the Sponsor does not have any ownership in Inspirato directly, the beneficial ownership of the Sponsor and Thayer’s board of directors and officers of an aggregate of 2,812,500 Founder Shares (after giving effect to the agreed upon forfeiture of 1.5 million Founder Shares upon the consummation of the Business Combination), which shares would become worthless if Thayer does not complete a business combination within the applicable time period, as the Sponsor, Thayer’s directors and officers and their affiliates have waived any right to redemption with respect to these shares. The Sponsor did not receive any compensation in exchange for this agreement to waive its redemption rights. Such shares and warrants have an aggregate market value of approximately $ million and $ million based on the closing price of Thayer Class A Common Stock of $ on Nasdaq on , 2021, the Record Date for the special meeting of stockholders. Based on such market value, Thayer’s board of directors and officers will have an unrealized gain of $ on their Thayer securities; |
• | The Sponsor paid an aggregate of $25,000 ($0.0049 per share) for the Founder Shares which (to the extent not forfeited pursuant to the terms of the Sponsor Side Letter) will have a significantly higher value at the time of the Business Combination, if it is consummated. If Thayer does not consummate the Business Combination or another initial business combination by June 15, 2022, and Thayer is there fore required to be liquidated, these shares would be worthless, as Founder Shares are not entitled to participate in any redemption or liquidation of the Trust Account. Based on the difference in the purchase price of $0.0049 that the Sponsor paid for the Founder Shares, as compared to the purchase price of $10.00 per Unit sold in the IPO, the Sponsor may earn a positive rate of return even if the share price of the Combined Company after the Closing falls below the price initially paid for the Units in the IPO and the Public Stockholders experience a negative rate of return following the Closing of the Business Combination; |
• | The Sponsor paid $7,175,000 for its Private Warrants, which would be worthless if a business combination is not consummated by June 15, 2022; |
• | The Sponsor and Thayer’s directors and officers may be incentivized to complete the Business Combination, or an alternative initial business combination with a less favorable company or on terms |
less favorable to stockholders, rather than to liquidate, in which case the Sponsor and Thayer’s directors and officers would lose their entire investment. As a result, the Sponsor as well as Thayer’s directors or officers may have a conflict of interest in determining whether Inspirato is an appropriate business with which to effectuate a business combination and/or in evaluating the terms of the Business Combination. The Thayer board of directors was aware of and considered these interests, among other matters, in evaluating and unanimously approving the Business Combination and in recommending to Public Stockholders that they approve the Business Combination; |
• | Thayer’s board of directors will not receive reimbursement for any out-of-pocket |
• | The Sponsor and certain other holders of Thayer Class B Common Stock have agreed not to redeem any public shares held by them in connection with a stockholder vote to approve a proposed initial business combination; |
• | The Sponsor and certain other holders of Thayer Class B Common Stock have entered into the Sponsor Side Letter pursuant to which such holders have already agreed to vote their shares in favor of the Business Combination with Inspirato; |
• | The Registration Rights Agreement will be entered into by the Sponsor; |
• | The anticipated continuation of Chris Hemmeter as a director of the Combined Company; and |
• | The continued indemnification of the current directors and officers of Thayer following the Business Combination and the continuation of directors’ and officers’ liability insurance following the Business Combination. |
• | Certain of Inspirato’s executive officers hold Inspirato Units and profits interests, the treatment of which is described in the section titled “ Proposal No. 1 — The Business Combination Proposal Security Ownership of Certain Beneficial Owners and Management |
• | The non-employee directors of Inspirato have a direct or indirect ownership interest in Inspirato Units, which are described in the section titled “Security Ownership of Certain Beneficial Owners and Management |
• | Certain of Inspirato’s directors and executive officers are expected to become directors and/or executive officers of the Combined Company. Specifically, the following individuals who are currently |
executive officers of Inspirato are expected to become executive officers of the Combined Company upon the consummation of the Business Combination, serving in the offices set forth opposite their names below: |
Name |
Position | |
Brent Handler |
Chief Executive Officer and Director | |
Brad Handler |
Executive Chairman and Director | |
David Kallery |
President | |
Web Neighbor |
Chief Financial Officer |
• | In addition, the following individuals who are currently on the board of managers of Inspirato are expected to become directors of the Combined Company upon the consummation of the Business Combination: Brent Handler, Brad Handler, and Scot Sellers. |
• | At the closing of the Business Combination, Thayer will enter into the Registration Rights Agreement with certain holders of Inspirato Units (in which certain members of Inspirato’s Board and affiliates are included), which provides for registration rights to such unitholders and their permitted transferees. |
• | Brent Handler Revocable Trust, an entity affiliated with Brent Handler, Inspirato’s Chief Executive Officer and a member of its board of managers, has agreed to purchase 1 million shares of Thayer Class A Common Stock, Brad Handler, Inspirato’s Executive Chairman and a member of its board of managers, has agreed to purchase 395,000 shares of Thayer Class A Common Stock, Elk Sierra, LLC, an entity affiliated with Scot Sellers, a member of Inspirato’s board of managers, has agreed to purchase 84,432 shares of Thayer Class A Common Stock, and David Kallery, Inspirato’s President, has agreed to purchase 25,000 shares of Thayer Class A Common Stock, each pursuant to a Subscription Agreement on substantially the same terms and conditions as the other PIPE Subscribers. KPCB Holdings, Inc., an entity affiliated with KPCB Investment I, Inc., which will beneficently own more than 5% of the outstanding shares of the Combined Company Common Stock after the Business Combination, has agreed to purchase 611,250 shares of Thayer Class A Common Stock, Institutional Venture Partners XIII, L.P., an entity affiliated with Inspirato Group, Inc. (IVP), which will beneficently own more than 5% of the outstanding shares of the Combined Company Common Stock after the Business Combination, has agreed to purchase 570,000 shares of Thayer Class A Common Stock, Alps Investment Holdings LLC, an entity affiliated with Revolution Portico LLC, which will beneficently own more than 5% of the outstanding shares of the Combined Company Common Stock after the Business Combination, has agreed to purchase 500,000 shares of Thayer Class A Common Stock, and W Capital Partners III, L.P., an entity affiliated with W Capital Partners III IBC, Inc., which will beneficently own more than 5% of the outstanding shares of the Combined Company Common Stock after the Business Combination, has agreed to purchase 395,155 shares of Thayer Class A Common Stock, each pursuant to a Subscription Agreement on substantially the same terms and conditions as the other PIPE Subscribers. |
• | Due Diligence. |
• | Financial Condition. |
• | Experienced and Proven Management Team. |
• | Other Alternatives. |
• | Negotiated Transaction. |
• | Macro-Economic Risks. |
• | Redemption Risk. |
• | Stockholder Vote. |
• | Closing Conditions. |
• | Litigation. |
• | Benefits May Not Be Achieved. |
• | No Third-Party Valuation or Fairness Opinion. |
• | Thayer Stockholders Receive a Minority Position. |
• | Potential Conflicts of Interest of Thayer’s Directors and Officers. Proposal No. 1 – The Business Combination Proposal – The Business Combination Interests of Thayer’s Directors and Officers in the Business Combination |
• | Other Risks Associated With the Business Combination |
• | You can vote by completing, signing and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker or other nominee, |
you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the applicable special meeting(s). If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares of Thayer Capital Stock will be voted as recommended by Thayer’s board of directors. With respect to proposals for the special meeting of stockholders, that means: “FOR” the Business Combination Proposal, “FOR” the Charter Proposal, “FOR” the Governance Proposals, “FOR” the Incentive Plan Proposal, “FOR” the ESPP Proposal, “FOR” the Nasdaq Proposals and “FOR” the Adjournment Proposal. |
• | You can virtually attend the special meeting and vote online. However, if your shares of Thayer Capital Stock are held in the name of your broker, bank or other nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares of Thayer Capital Stock. |
Redemption Threshold |
||||||||||||||||||||||||||||||||||||||||
No Redemption (1) |
25% (2) |
50% (3) |
75% (4) |
Maximum Redemption (5) |
||||||||||||||||||||||||||||||||||||
Shares |
% |
Shares |
% |
Shares |
% |
Shares |
% |
Shares |
% |
|||||||||||||||||||||||||||||||
Public Stockholders |
17,250,000 | 11.2 | 13,850,000 | 9.2 | 10,450,000 | 7.1 | 7,050,000 | 4.9 | 3,650,000 | 2.6 | ||||||||||||||||||||||||||||||
Public Warrants (6) |
8,625,000 | 5.6 | 8,625,000 | 5.7 | 8,625,000 | 5.9 | 8,625,000 | 6.0 | 8,625,000 | 6.1 | ||||||||||||||||||||||||||||||
Total (Public): |
25,875,000 | 16.8 | 22,475,000 | 14.9 | 19,075,000 | 12.9 | 15,675,000 | 10.9 | 12,275,000 | 8.7 | ||||||||||||||||||||||||||||||
Thayer Class B Common Stock |
2,812,500 | 1.8 | 2,812,500 | 1.9 | 2,812,500 | 1.9 | 2,812,500 | 2.0 | 2,812,500 | 2.0 | ||||||||||||||||||||||||||||||
Private Warrants (6) |
7,175,000 | 4.7 | 7,175,000 | 4.8 | 7,175,000 | 4.9 | 7,175,000 | 5.0 | 7,175,000 | 5.1 | ||||||||||||||||||||||||||||||
Total (Sponsor): |
9,987,500 | 6.5 | 9,987,500 | 6.6 | 9,987,500 | 6.8 | 9,987,500 | 6.9 | 9,987,500 | 7.1 | ||||||||||||||||||||||||||||||
Total PIPE Subscribers: |
10,350,384 | 6.7 | 10,350,384 | 6.9 | 10,350,384 | 7.0 | 10,350,384 | 7.2 | 10,350,384 | 7.4 | ||||||||||||||||||||||||||||||
Inspirato unitholders (7) |
100,291,245 | 65.1 | 100,291,245 | 66.5 | 100,291,245 | 68.1 | 100,291,245 | 69.7 | 100,291,245 | 71.4 | ||||||||||||||||||||||||||||||
Assumed Inspirato Options (8) |
7,650,684 | 5.0 | 7,650,684 | 5.1 | 7,650,684 | 5.2 | 7,650,684 | 5.3 | 7,650,684 | 5.4 | ||||||||||||||||||||||||||||||
Total (Inspirato) (9) : |
107,941,929 | 70.0 | 107,941,929 | 71.6 | 107,941,929 | 73.3 | 107,941,929 | 75.0 | 107,941,929 | 76.8 | ||||||||||||||||||||||||||||||
Total: |
154,154,813 | 100.0 | 150,754,813 | 100.0 | 147,354,813 | 100.0 | 143,954,813 | 100.0 | 140,554,813 | 100.0 |
(1) | Assumes that no shares of Thayer Class A Common Stock are redeemed. |
(2) | Assumes that 3.4 million shares of Thayer Class A Common Stock, or 25% of the shares assumed to be redeemed under the Maximum Redemption scenario, are redeemed. |
(3) | Assumes that 6.8 million shares of Thayer Class A Common Stock, or 50% of the shares assumed to be redeemed under the Maximum Redemption scenario, are redeemed. |
(4) | Assumes that 10.2 million shares of Thayer Class A Common Stock, or 75% of the shares assumed to be redeemed under the Maximum Redemption scenario, are redeemed. |
(5) | Assumes that 13.6 million shares of Thayer Class A Common Stock are redeemed, which is the maximum amount which may be redeemed while still satisfying the $140 million minimum cash proceeds condition in the Business Combination Agreement. |
(6) | Assumes the exercise of all Thayer Warrants for Combined Company Class A Common Stock, which are not exercisable until 30 days after the completion of the Business Combination. |
(7) | Represents shares of Combined Company Class A Common Stock issued to the Blocker Sellers, shares of Combined Company Class A Common Stock exchangeable for Combined Company Class V Common Stock and an equal number of New Common Units issued to the Flow-Through Sellers, and Inspirato profits interests holders. |
(8) | Assumes the exercise of all the Assumed Inspirato Options for Combined Company Class A Common Stock. |
(9) | Excludes PIPE Shares issued to PIPE Subscribers that are also Inspirato unitholders. |
Sources |
||||
(in millions) |
||||
Cash held in the Trust Account (1) |
$ | 176 | ||
Cash proceeds from the PIPE |
104 | |||
Rollover equity |
1,070 | |||
Existing balance sheet cash |
79 | |||
|
|
|||
Total sources |
$ |
1,429 |
||
|
|
Uses |
||||
Cash to balance sheet |
$ | 323 | ||
Rollover equity |
1,070 | |||
Transaction Expenses |
36 | |||
|
|
|||
Total uses |
$ |
1,429 |
||
|
|
(1) | Excludes interest earned. |
• | The COVID-19 pandemic and the impact of actions to mitigate the COVID-19 pandemic have materially adversely impacted and will continue to materially adversely impact Inspirato’s business, results of operations, and financial condition. |
• | Inspirato has a history of net losses and may not be able to achieve or sustain profitability. |
• | If Inspirato fails to retain existing subscribers or add new subscribers, its business, results of operations, and financial condition would be materially adversely affected. |
• | Inspirato’s revenue growth rate has slowed, and it may not increase at the rates Inspirato anticipates in the future or at all. |
• | The hospitality market is highly competitive, and Inspirato may be unable to compete successfully with its current or future competitors. |
• | Inspirato may be unable to effectively manage its growth. |
• | Inspirato’s subscriber support function is critical to the success of Inspirato’s business, and any failure to provide high-quality service could affect its ability to retain its existing subscribers and attract new subscribers. |
• | Inspirato may not be able to obtain sufficient new and recurring supply of luxury accommodations and experiences or to renew its existing supply of luxury accommodations and experiences. |
• | Inspirato has limited experience with its pricing models, particularly for Inspirato Pass, and may not accurately predict the long-term rate of subscriber adoption or renewal or the impact these will have on its revenue or results of operations. |
• | Inspirato depends on its key personnel and other highly skilled personnel, and if Inspirato fails to attract, retain, motivate or integrate its personnel, its business, financial condition and results of operations could be adversely affected. |
• | Inspirato’s business depends on its reputation and the strength of its brand, and any deterioration could adversely impact its business, financial condition, or results of operations. |
• | As a result of recognizing revenue in accordance with GAAP, Inspirato’s financial statements may not immediately reflect changes in customer bookings, cancellations and other operating activities. |
• | The failure to successfully execute and integrate acquisitions could materially adversely affect Inspirato’s business, results of operations, and financial condition. |
• | Inspirato relies on consumer discretionary spending and any decline or disruption in the travel or hospitality industries or economic downturn would materially adversely affect its business, results of operations, and financial condition. |
• | The subscription travel market and the market for Inspirato’s subscription offerings is still relatively new, and if it does not continue to grow, grows more slowly than expected or fails to grow as large as expected, Inspirato’s business, financial condition and results of operations could be adversely affected. |
• | If Inspirato is unable to manage the risks presented by its international business model, its business, results of operations, and financial condition would be materially adversely affected. |
• | Inspirato may experience significant fluctuations in its results of operations, which make it difficult to forecast its future results. |
• | The hospitality industry is subject to seasonal and cyclical volatility, which may contribute to fluctuations in Inspirato’s results of operations and financial condition. |
• | Inspirato’s management has identified material weaknesses in their internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of its financial statements or cause it to fail to meet its periodic reporting obligations. |
• | Inspirato faces risks related to Inspirato’s intellectual property. |
• | Inspirato’s processing, storage, use and disclosure of personal data exposes it to risks of internal or external security breaches and could give rise to liabilities and/or damage to reputation. |
• | Unfavorable changes in government regulation or taxation of the evolving hospitality, internet and e-commerce industries could harm Inspirato’s results. |
For the years ended December 31, |
For the nine months ended September 30, |
|||||||||||||||||||
2018 |
2019 |
2020 |
2020 |
2021 |
||||||||||||||||
(in thousands except per share amounts) |
||||||||||||||||||||
Statement of Operations Data: |
||||||||||||||||||||
Revenue |
$ | 178,652 | $ | 217,079 | $ | 165,590 | $ | 125,703 | $ | 166,390 | ||||||||||
Cost of revenue |
114,508 | 138,768 | 100,599 | 70,200 | 110,106 | |||||||||||||||
Gross margin |
64,144 | 78,311 | 64,991 | 55,503 | 56,284 | |||||||||||||||
General and administrative |
24,193 | 27,522 | 25,940 | 20,819 | 37,188 | |||||||||||||||
Sales and marketing |
22,893 | 25,527 | 14,764 | 10,908 | 19,105 | |||||||||||||||
Operations |
19,000 | 24,396 | 18,814 | 14,139 | 17,336 | |||||||||||||||
Technology and development |
2,220 | 2,579 | 2,787 | 2,016 | 2,957 | |||||||||||||||
Depreciation and amortization |
4,871 | 3,471 | 2,898 | 2,713 | 1,876 | |||||||||||||||
Interest, net |
2,232 | 999 | 542 | 282 | 483 | |||||||||||||||
Warrant fair value (gains) losses |
72 | 66 | (214 | ) | — | 456 | ||||||||||||||
Gain on forgiveness of debt |
— | — | — | — | (9,518 | ) | ||||||||||||||
Net income (loss) and comprehensive income (loss) |
$ |
(11,337 |
) |
$ |
(6,249 |
) |
$ |
(540 |
) |
$ |
4,626 |
$ |
(13,599 |
) | ||||||
Basic weighted average common units |
1,166 | 1,166 | 1,166 | 1,166 | 1,166 | |||||||||||||||
Basic income (loss) per common unit |
$ | (9.72 | ) | $ | (5.36 | ) | $ | (0.46 | ) | $ | 3.97 | $ | (11.66 | ) | ||||||
Diluted weighted average common units |
1,166 | 1,166 | 1,166 | 2,787 | 1,166 | |||||||||||||||
Diluted income (loss) per common unit |
$ | (9.72 | ) | $ | (5.36 | ) | $ | (0.46 | ) | $ | 1.66 | $ | (11.66 | ) | ||||||
Statement of Cash Flows Data: |
||||||||||||||||||||
Net cash provided by operating activities |
$ | 10,050 | $ | 3,948 | $ | 11,579 | $ | 4,569 | $ | 18,355 | ||||||||||
Net cash used in investing activities |
(4,461 | ) | (4,425 | ) | (3,892 | ) | (3,516 | ) | (2,695 | ) | ||||||||||
Net cash provided by (used in) financing activities |
(36 | ) | 6,076 | 16,550 | 9,406 | (846 | ) | |||||||||||||
Net increase in cash and cash equivalents |
$ | 5,553 | $ | 5,599 | $ | 24,237 | $ | 10,459 | $ | 14,814 |
As of December 31, |
As of September 30, |
|||||||||||
2019 |
2020 |
2021 |
||||||||||
(in thousands) |
||||||||||||
Cash and cash equivalents |
$ | 40,096 | $ | 62,772 | $ | 78,855 | ||||||
Prepaid subscriber travel |
14,159 | 11,804 | 15,660 | |||||||||
Total assets |
107,817 | 120,606 | 139,340 | |||||||||
Deferred revenue |
148,197 | 148,962 | 173,335 | |||||||||
Debt |
7,000 | 23,550 | 13,267 | |||||||||
Total liabilities |
189,492 | 200,031 | 229,598 | |||||||||
Temporary equity |
83,780 | 83,780 | 83,780 | |||||||||
Members’ deficit |
(165,455 | ) | (163,205 | ) | (174,038 | ) | ||||||
Total liability, temporary equity and members’ deficit |
$ | 107,817 | $ | 120,606 | $ | 139,340 |
Nine Months Ended September 30, 2021 |
For the Period from July 31, 2020 (inception) to December 31, 2020 |
|||||||
(in thousands except per share amounts) |
||||||||
Statement of Operations Data: |
||||||||
Net loss |
$ | (3,662 | ) | $ | (2,959 | ) | ||
Net loss per Class A common share – basic and diluted |
(0.17 | ) | $ | (0.50 | ) | |||
Net loss per Class B common share – basic and diluted |
$ | (0.17 | ) | $ | (0.50 | ) | ||
Statement of Cash Flows Data: |
||||||||
Net cash used in operating activities |
$ | (846 | ) | $ | (538 | ) | ||
Net cash used in investing activities |
— | (175,950 | ) | |||||
Net cash provided by financing activities |
— | 177,730 | ||||||
As of September 30, 2021 |
As of December 31, 2020 |
|||||||
(in thousands) |
||||||||
Balance Sheet Data: |
||||||||
Total cash |
$ | 396 | $ | 1,242 | ||||
Total assets |
176,642 | 177,702 | ||||||
Total liabilities |
25,825 | 23,222 | ||||||
Total stockholders’ deficit |
(25,132 | ) | (21,471 | ) | ||||
Total liabilities and stockholders’ deficit |
$ | 176,642 | $ | 177,702 |
As of September 30, 2021 |
||||||||
Assuming No Redemptions |
Assuming Max Redemptions |
|||||||
(in thousands) |
||||||||
Selected Unaudited Pro Forma Combined Balance Sheet Data: |
||||||||
Total assets |
$ | 383,482 | $ | 247,494 | ||||
Total liabilities |
248,523 | 248,523 | ||||||
Total equity (deficit) |
$ | 134,959 | $ | (1,029 | ) | |||
For the year ended December 31, 2020 |
For the nine months ended September 30, 2021 |
|||||||
(in thousands except per share amounts) |
||||||||
Selected Unaudited Pro Forma Condensed Combined Statement of Operations: |
||||||||
Revenue |
$ | 165,590 | $ | 166,390 | ||||
No redemptions |
||||||||
Weighted average shares outstanding — basic and diluted |
121,873 | 121,873 | ||||||
Net loss per share — basic and diluted |
$ | (0.05 | ) | $ | (0.05 | ) | ||
Maximum redemptions |
||||||||
Weighted average shares outstanding — basic and diluted |
108,273 | 108,273 | ||||||
Net loss per share — basic and diluted |
$ | (0.05 | ) | $ | (0.05 | ) |
• | Our ability to consummate the Business Combination; |
• | The anticipated timing of the Business Combination; |
• | The expected benefits of the Business Combination; |
• | The Combined Company’s financial and business performance following the Business Combination, including financial projections and business metrics; |
• | Changes in Inspirato’s strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; |
• | The implementation, market acceptance and success of Inspirato’s business model and growth strategy; |
• | Inspirato’s expectations and forecasts with respect to the size and growth of the travel and hospitality industry; |
• | The ability of Inspirato’s services to meet customers’ needs; |
• | Inspirato’s ability to compete with others in the luxury travel and hospitality industry; |
• | Inspirato’s ability to grow its market share; |
• | Inspirato’s ability to attract and retain qualified employees and management; |
• | Inspirato’s ability to adapt to changes in consumer preferences, perception and spending habits and develop and expand its destination offerings and gain market acceptance of its services, including in new geographies; |
• | Inspirato’s ability to develop and maintain its brand and reputation; |
• | Developments and projections relating to Inspirato’s competitors and industry; |
• | The impact of health epidemics, including the COVID-19 pandemic, on Inspirato’s business and the actions Inspirato may take in response thereto; |
• | The impact of the COVID-19 pandemic on customer demands for travel and hospitality services; |
• | Expectations regarding the time during which we will be an emerging growth company under the JOBS Act; |
• | Inspirato’s future capital requirements and sources and uses of cash; |
• | Inspirato’s ability to obtain funding for its operations and future growth; and |
• | Inspirato’s business, expansion plans and opportunities. |
• | The occurrence of any event, change or other circumstances that could delay the Business Combination or give rise to the termination of the Business Combination Agreement; |
• | The outcome of any legal proceedings that may be instituted against Thayer following announcement of the proposed Business Combination and transactions contemplated thereby; |
• | The inability to complete the Business Combination due to the failure to obtain approval of the stockholders of Thayer or to satisfy other conditions to the Closing in the Business Combination Agreement; |
• | The ability to obtain or maintain the listing of the Combined Company Class A Common Stock on Nasdaq following the Business Combination; |
• | The risk that the proposed Business Combination disrupts current plans and operations of Inspirato as a result of the announcement and consummation of the transactions described herein; |
• | Our ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of Inspirato to grow and manage growth profitably following the Business Combination; |
• | Costs related to the Business Combination; |
• | Changes in applicable laws or regulations; |
• | The effect of the COVID-19 pandemic on Inspirato’s business and the economy in general; |
• | The ability of Inspirato to execute its business model, including market acceptance of its services; |
• | The Combined Company’s ability to raise capital; |
• | The possibility that Thayer or Inspirato may be negatively impacted by other economic, business, and/or competitive factors; |
• | Any changes to U.S. tax laws; and |
• | Other risks and uncertainties described in this proxy statement/prospectus, including those under the section titled “ Risk Factors |
• | Inspirato’s failure to deliver offerings that subscribers find attractive; |
• | Inspirato’s ability to achieve and sustain market acceptance, particularly with respect to Inspirato Pass; |
• | harm to Inspirato’s brand and reputation; |
• | pricing and perceived value of Inspirato’s offerings; |
• | subscribers engaging with competitive products and services; |
• | problems affecting subscribers’ experiences; |
• | a decline in the public’s interest in luxury travel; |
• | deteriorating general economic conditions or a change in consumer discretionary spending preferences or trends; |
• | political, social or economic instability; and |
• | events beyond Inspirato’s control such as the COVID-19 pandemic, other pandemics and health concerns, increased or continuing restrictions on travel, immigration, trade disputes, and the impact of climate change on travel, including fires, floods, severe weather and other natural disasters, and the impact of climate change on seasonal destinations. |
• | the COVID-19 pandemic and its impact on the travel and accommodations industries; |
• | Inspirato’s ability to retain and grow its number of subscribers; |
• | Inspirato’s ability to retain and grow the number of luxury accommodations and experiences it offers; |
• | events beyond Inspirato’s control such as pandemics and other health concerns, increased or continuing restrictions on travel and immigration, trade disputes, economic downturns, and the impact of climate change on travel, including fires, floods, severe weather and other natural disasters, and the impact of climate change on seasonal destinations; |
• | competition; |
• | the legal and regulatory landscape and changes in the application of existing laws and regulations or adoption of new laws and regulations that impact Inspirato’s business, and/or subscribers, including changes in tax, short-term occupancy, and other laws; |
• | the attractiveness of Inspirato’s offerings to current and prospective subscribers, including the degree to which Inspirato correctly anticipates trends in consumer travel preferences; |
• | the level of consumer awareness and perception of Inspirato’s brand; |
• | the level of spending on sales and marketing to attract subscribers; |
• | Inspirato’s ability to grow new offering tiers, such as Inspirato Pass, and to deepen its presence in certain geographies; |
• | timing, effectiveness, and costs of expansion and upgrades to Inspirato’s platform and infrastructure; and |
• | other risks described elsewhere in this proxy statement/prospectus. |
• | difficulties in integrating and managing the combined operations, technology platforms, or offerings of the acquired companies and realizing the anticipated economic, operational, and other benefits in a timely manner, which could result in substantial costs and delays, and failure to execute on the intended strategy and synergies; |
• | failure of the acquired businesses to achieve anticipated revenue, earnings, or cash flow; |
• | diversion of management’s attention or other resources from Inspirato’s existing business; |
• | Inspirato’s inability to maintain the business relationships of acquired businesses; |
• | uncertainty of entry into businesses or geographies in which Inspirato has limited or no prior experience or in which competitors have stronger positions; |
• | unanticipated costs associated with pursuing acquisitions or greater than expected costs in integrating the acquired businesses; |
• | responsibility for the liabilities of acquired businesses, including those that were not disclosed to Inspirato or exceed Inspirato’s estimates, such as liabilities arising out of the failure to maintain effective data protection and privacy controls, and liabilities arising out of the failure to comply with applicable laws and regulations, including short-term occupancy and tax laws; |
• | difficulties in or costs associated with assigning or transferring to Inspirato the acquired companies’ intellectual property or its licenses to third-party intellectual property; |
• | inability to maintain Inspirato’s culture and values, ethical standards, controls, procedures, and policies; |
• | challenges in integrating the workforce of acquired companies and the potential loss of key employees of the acquired companies; |
• | challenges in integrating and auditing the financial statements of acquired companies that have not historically prepared financial statements in accordance with GAAP; and |
• | potential accounting charges to the extent goodwill and intangible assets recorded in connection with an acquisition, such as trademarks, business relationships, or intellectual property, are later determined to be impaired and written down in value. |
• | costs, resources and uncertainties associated with tailoring its services in international jurisdictions as needed to better address the needs of subscribers; |
• | costs and risks associated with local and national laws and regulations governing zoning, hotels and other accommodations, accessibility, property development and rental, health and safety, climate change and sustainability, and employment; |
• | differences in local real estate and hotel industry practices, including leasing and hotel transaction terms, that may make it difficult for Inspirato to add properties on satisfactory terms or that may require higher than expected upfront payments or other costs; |
• | operational and compliance challenges caused by distance, language, and cultural differences; |
• | costs and risks associated with compliance with international tax laws and regulations; |
• | costs and risks associated with compliance with the U.S. Foreign Corrupt Practices Act and other laws in the U.S. related to conducting business outside the U.S., as well as the laws and regulations of non-U.S. jurisdictions governing bribery and other corrupt business activities; |
• | being subject to other laws and regulations, including laws governing online advertising and other Internet activities, email and other messaging, collection, use, and other processing of personal data and other content, ownership of intellectual property, taxation and other activities important to Inspirato’s online business practices; |
• | competition with companies that understand the local market better than Inspirato does or who have pre-existing relationships with landlords, property developers, regulators and travelers in those markets; and |
• | reduced or varied protection for intellectual property rights in some countries. |
• | the quantity of its accommodations; |
• | the timing and success of changes in amenities and services; |
• | the impact of the COVID-19 pandemic or other public health crises on demand for its accommodations, and on its operating expenses and capital requirements; |
• | the introduction and performance of new properties, experiences, amenities, technologies and services, including how quickly new properties are ready for booking by subscribers and the degree to which Inspirato correctly anticipates trends in consumer travel preferences; |
• | the timing, cost and success of advertising and marketing initiatives; |
• | the amount and timing of financing activities, operating expenses and capital expenditures; |
• | changes in prevailing lease rates for attractive properties, and any adjustments in rental ratesunder existing leases; |
• | changes in cash flow due to lease renewals and amendments and new lease acquisitions and property onboardings; |
• | changes in cash flow due to the seasonal nature of vacation travel and the unpredictability of subscriber cancellations; |
• | economic instability in major markets, and fluctuations in exchange rates; |
• | the introduction of new properties, amenities or services by its competitors; |
• | declines or disruptions in the hospitality industry, particularly in cities or regions where Inspirato has significant operations; |
• | changes in the timing of holidays or other vacation events; |
• | unanticipated disruptions or costs due to regulatory issues, including changes in hospitality laws, hotel regulations, or zoning or accessibility laws; |
• | litigation and settlement costs, including unforeseen attorneys’ fees and costs; |
• | new accounting pronouncements and changes in accounting standards or practices, particularly any affecting the recognition of revenue as well as accounting for leases; |
• | new laws or regulations, or new interpretations of existing laws or regulations, that harm its business or restrict the hospitality industry, travel, the Internet, e-commerce, online payments or online communications; and |
• | other risks described elsewhere in this proxy statement/prospectus. |
• | earnings being lower than anticipated in countries that have lower tax rates and higher than anticipated in countries that have higher tax rates; |
• | effects of certain non-tax-deductible |
• | changes in the valuation of its deferred tax assets and liabilities; |
• | adverse outcomes resulting from any tax audit, including transfer pricing adjustments with respect to intercompany transactions; |
• | limitations on its ability to utilize its net operating losses and other deferred tax assets; and |
• | changes in accounting principles or changes in tax laws and regulations, or the application of tax laws and regulations, including those relating to income tax nexus or possible U.S. changes to the deductibility of expenses attributable to foreign income or the foreign tax credit rules. |
• | limited availability of market quotations for the Combined Company’s securities; |
• | a determination that the Combined Company Class A Common Stock is a “penny stock” which will require brokers trading in the Combined Company Class A Common Stock to adhere to more stringent rules, |
• | possible reduction in the level of trading activity in the secondary trading market for shares of the Combined Company Class A Common Stock; |
• | a limited amount of analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | existing stockholders’ proportionate ownership interest in the Combined Company will decrease; |
• | the amount of cash available per share, including for payment of dividends in the future, may decrease; |
• | the relative voting strength of each previously outstanding common stock may be diminished; and |
• | the market price of the Combined Company Class A Common Stock may decline. |
• | the division of the board of directors into three classes and the election of each class for three-year terms; |
• | advance notice requirements for stockholder proposals and director nominations; |
• | provisions limiting stockholders’ ability to call special meetings of stockholders, to require special meetings of stockholders to be called, and to take action by written consent; |
• | restrictions on business combinations with interested stockholders; |
• | in certain cases, the approval of holders representing at least 66 2/3% of the total voting power of the shares entitled to vote generally in the election of directors will be required for stockholders to adopt, amend or repeal the bylaws, or amend or repeal certain provisions of the certificate of incorporation; |
• | no cumulative voting; |
• | the required approval of holders representing at least 66 2/3% of the total voting power of the shares entitled to vote at an election of the directors to remove directors; and |
• | the ability of the board of directors to designate the terms of and issue new series of preferred stock without stockholder approval, which could be used, among other things, to institute a rights plan that would have the effect of significantly diluting the stock ownership of a potential hostile acquirer, likely preventing acquisitions. |
• | While the Sponsor does not have any ownership in Inspirato directly, the beneficial ownership of the Sponsor and Thayer’s board of directors and officers of an aggregate of 2,812,500 Founder Shares (after giving effect to the agreed upon forfeiture of 1.5 million Founder Shares upon the consummation of the Business Combination), which shares would become worthless if Thayer does not complete a business combination within the applicable time period, as the Sponsor, Thayer’s directors and officers and their affiliates have waived any right to redemption with respect to these shares. The Sponsor did not receive any compensation in exchange for this agreement to waive its redemption rights. Such shares and warrants have an aggregate market value of approximately $ million and $ million based on the closing price of Thayer Class A Common Stock of $ on Nasdaq on , 2021, the Record Date for the special meeting of stockholders. Based on such market value, Thayer’s board of directors and officers will have an unrealized gain of $ on their Thayer securities; |
• | The Sponsor paid an aggregate of $25,000 ($0.0049 per share) for the Founder Shares which (to the extent not forfeited pursuant to the terms of the Sponsor Side Letter) will have a significantly higher value at the time of the Business Combination, if it is consummated. If Thayer does not consummate the Business Combination or another initial business combination by June 15, 2022, and Thayer is therefore required to be liquidated, these shares would be worthless, as Founder Shares are not entitled to participate in any redemption or liquidation of the Trust Account. Based on the difference in the purchase price of $0.0049 that the Sponsor paid for the Founder Shares, as compared to the purchase price of $10.00 per Unit sold in the IPO, the Sponsor may earn a positive rate of return even if the share price of the Combined Company after the Closing falls below the price initially paid for the Units in the IPO and the Public Stockholders experience a negative rate of return following the Closing of the Business Combination; |
• | The Sponsor paid $7,175,000 for its Private Warrants, which would be worthless if a business combination is not consummated by June 15, 2022; |
• | The Sponsor and Thayer’s directors and officers may be incentivized to complete the Business Combination, or an alternative initial business combination with a less favorable company or on terms less favorable to stockholders, rather than to liquidate, in which case the Sponsor and Thayer’s directors and officers would lose their entire investment. As a result, the Sponsor as well as Thayer’s directors or officers may have a conflict of interest in determining whether Inspirato is an appropriate business with which to effectuate a business combination and/or in evaluating the terms of the Business Combination. The Thayer board of directors was aware of and considered these interests, among other matters, in evaluating and unanimously approving the Business Combination and in recommending to Public Stockholders that they approve the Business Combination; |
• | Thayer’s board of directors will not receive reimbursement for any out-of-pocket |
• | The Sponsor and certain other holders of Thayer Class B Common Stock have agreed not to redeem any public shares held by them in connection with a stockholder vote to approve a proposed initial business combination; |
• | The Sponsor and certain other holders of Thayer Class B Common Stock have entered into the Sponsor Side Letter pursuant to which such holders have already agreed to vote their shares in favor of the Business Combination with Inspirato; |
• | The Registration Rights Agreement will be entered into by the Sponsor; |
• | The anticipated continuation of Chris Hemmeter as a director of the Combined Company; and |
• | The continued indemnification of the current directors and officers of Thayer following the Business Combination and the continuation of directors’ and officers’ liability insurance following the Business Combination. |
• | May significantly dilute the equity interest of investors from the IPO, who will not have preemptive rights in respect of such an issuance; |
• | May subordinate the rights of holders of shares of common stock if one or more classes of preferred stock are created, and such shares of preferred stock are issued with rights senior to those afforded to Thayer Class A Common Stock; |
• | Could cause a change in control if a substantial number of shares of common stock are issued, which may affect, among other things, our ability to use our NOL carryforwards, if any, and could result in the resignation or removal of our present officers and directors; and |
• | May adversely affect prevailing market prices for our Thayer Class A Common Stock and/or Thayer Warrants. |
• | Thayer’s unaudited condensed financial statements and related notes as of and for the nine months ended September 30, 2021 included in the proxy statement/prospectus. |
• | Inspirato’s unaudited financial statements and related notes as of and for the nine months ended September 30, 2021 included in the proxy statement/prospectus. |
• | Thayer’s audited financial statements and related notes as of December 31, 2020 and for the period from July 31, 2020 (inception) through December 31, 2020 included in the proxy statement/prospectus. |
• | Inspirato’s audited financial statements and related notes as of and for the year ended December 31, 2020 included in the proxy statement/prospectus. |
• | Thayer’s Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the proxy statement/prospectus. |
• | Inspirato’s Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the proxy statement/prospectus. |
• | each Blocker will merge with and into a Blocker Merger Sub (including any Non-Party Blocker, if any, that signs a joinder to the Business Combination Agreement with the consent of Inspirato) with the respective Blocker Merger Sub surviving as a wholly owned subsidiary of Thayer (collectively, the “Blocker Mergers”), resulting in the equity interests of each Blocker being cancelled and converted into the right to receive (i) shares of Combined Company Class A Common Stock based on such Blocker’s pro rata ownership of Inspirato (adjusted upward for cash and cash equivalents of such Blocker and adjusted downward for debt and transaction expenses of such Blocker), plus (ii) cash, if any, based on such Blocker’s pro rata ownership, plus (iii) certain rights under the Tax Receivable Agreement; |
• | immediately following the Blocker Mergers, the Company Merger Sub will merge with and into Inspirato, with Inspirato continuing as the surviving company and subsidiary of Thayer, resulting in (i) each outstanding Inspirato Unit (other than any units held by the Combined Company or any of its subsidiaries following the Blocker Mergers) being cancelled and converted into a right to receive (A) New Common Units of Inspirato, (B) cash, if any, (C) shares of Combined Company Class V Common Stock and (D) certain rights under the Tax Receivable Agreement; and (ii) each outstanding Inspirato Option being automatically converted into an Assumed Inspirato Option; and |
• | the limited liability company agreement of Inspirato will be amended and restated to, among other things, reflect the Company Merger and create a seven-person board of managers designated by PubCo and the other members holding outstanding vested New Common Units. |
• | Assuming no redemptions: This presentation assumes that no Thayer stockholders exercise redemption rights with respect to their Public Shares upon consummation of the Business Combination; and |
• | Assuming maximum redemption of Thayer Class A Common Stock for cash: This presentation assumes that Thayer stockholders exercise their redemption rights with respect to a maximum of 13.6 million Public Shares upon consummation of the Business Combination. The maximum number of shares subject to redemption was derived from the condition in Business Combination Agreement requiring that the Transactions result in a minimum of $140 million cash proceeds from (i) Thayer (inclusive of cash available to be released from the Trust Account) and (ii) the PIPE Investment, after giving effect to the payments to redeeming stockholders. Scenario 2 gives effect to all pro forma adjustments contained in Scenario 1, as well as additional adjustments to reflect the effect of the maximum redemption. |
Assuming no redemption |
Assuming max redemption |
|||||||||||||||
Shares |
% |
Shares |
% |
|||||||||||||
Thayer public shareholders |
17,250 | 14 | % | 3,650 | 3 | % | ||||||||||
Thayer Class B |
2,813 | 2 | % | 2,813 | 3 | % | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Thayer |
20,063 |
16 |
% |
6,463 |
6 |
% | ||||||||||
PIPE |
10,350 | 9 | % | 10,350 | 10 | % | ||||||||||
Inspirato LLC unitholders |
91,460 | 75 | % | 91,460 | 84 | % | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Shares at Closing |
121,873 |
100 |
% |
108,273 |
100 |
% | ||||||||||
|
|
|
|
|
|
|
|
Thayer (Historical) |
Inspirato LLC (Historical) |
Pro Forma Adjustments |
Combined Pro Forma (Assuming no redemption) |
Additional Pro Forma Adjustments (Assuming Max Redemption) |
Combined Pro Forma (Assuming Max Redemption) |
|||||||||||||||||||||||||
Assets |
||||||||||||||||||||||||||||||
Current assets: |
||||||||||||||||||||||||||||||
Cash and cash equivalents |
$ | 396 | $ | 78,855 | $ | 175,988 | 2a |
$ | 322,739 | $ | (135,988 | ) | 2h |
$ | 186,751 | |||||||||||||||
103,500 | 2b |
|||||||||||||||||||||||||||||
(6,900 | ) | 2d |
||||||||||||||||||||||||||||
(29,100 | ) | 2e |
||||||||||||||||||||||||||||
Restricted cash |
— | 2,960 | — | 2,960 | — | 2,960 | ||||||||||||||||||||||||
Accounts receivable, net |
— | 3,140 | — | 3,140 | — | 3,140 | ||||||||||||||||||||||||
Prepaid expenses |
258 | 6,335 | — | 6,593 | — | 6,593 | ||||||||||||||||||||||||
Prepaid subscriber travel |
— | 15,660 | — | 15,660 | — | 15,660 | ||||||||||||||||||||||||
Accounts receivable, related parties |
— | 762 | — | 762 | — | 762 | ||||||||||||||||||||||||
Other current assets |
— | 832 | — | 832 | — | 832 | ||||||||||||||||||||||||
Deferred tax asset |
— | — | — | 2i |
— | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total current assets |
654 | 108,544 | 243,488 | 352,686 | (135,988 | ) | 216,698 | |||||||||||||||||||||||
Cash and marketable securities held in Trust Account |
175,988 | — | (175,988 | ) | 2a |
— | — | — | ||||||||||||||||||||||
Property and equipment, net |
— | 8,490 | — | 8,490 | — | 8,490 | ||||||||||||||||||||||||
Goodwill |
— | 21,233 | — | 21,233 | — | 21,233 | ||||||||||||||||||||||||
Other long-term, assets |
— | 1,073 | — | 1,073 | — | 1,073 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total assets |
$ |
176,642 |
$ |
139,340 |
$ |
67,500 |
$ |
383,482 |
$ |
(135,988 |
) |
$ |
247,494 |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Liabilities and shareholders’ equity |
||||||||||||||||||||||||||||||
Current liabilities: |
||||||||||||||||||||||||||||||
Accounts payable |
$ | 509 | $ | 28,390 | $ | 28,899 | $ | 28,899 | ||||||||||||||||||||||
Accrued liabilities |
72 | 5,330 | 5,402 | 5,402 | ||||||||||||||||||||||||||
Franchise tax payable |
174 | — | 174 | 174 | ||||||||||||||||||||||||||
Deferred revenue |
— | 155,488 | 155,488 | 155,488 | ||||||||||||||||||||||||||
Deferred rent |
— | 900 | 900 | 900 | ||||||||||||||||||||||||||
Debt |
— | 13,267 | 13,267 | 13,267 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total current liabilities |
755 |
203,375 |
— | 204,130 |
— | 204,130 |
||||||||||||||||||||||||
Deferred underwriting fee payable |
6,900 | — | (6,900 | ) | 2d |
— | — | |||||||||||||||||||||||
Debt |
— | — | — | — | ||||||||||||||||||||||||||
Deferred revenue |
— | 17,847 | 17,847 | 17,847 | ||||||||||||||||||||||||||
Deferred rent |
— | 7,828 | 7,828 | 7,828 | ||||||||||||||||||||||||||
Warrants |
18,170 | 548 | 18,718 | 18,718 | ||||||||||||||||||||||||||
Tax receivable agreement liability |
— | — | — | 2j |
— | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total liabilities |
25,825 |
229,598 |
(6,900 |
) |
248,523 |
— |
248,523 |
|||||||||||||||||||||||
Series A-1 |
$ | 13,108 | (13,108 | ) | 2g |
$ | — | $ | — | |||||||||||||||||||||
Series A-2 |
5,489 | (5,489 | ) | 2g |
— | — | ||||||||||||||||||||||||
Series B |
19,860 | (19,860 | ) | 2g |
— | — |
Thayer (Historical) |
Inspirato LLC (Historical) |
Pro Forma Adjustments |
Combined Pro Forma (Assuming no redemption) |
Additional Pro Forma Adjustments (Assuming Max Redemption) |
Combined Pro Forma (Assuming Max Redemption) |
||||||||||||||||||||||||||
Series B-1 |
15,282 | (15,282 | ) | 2g |
— | — | |||||||||||||||||||||||||
Series D |
20,125 | (20,125 | ) | 2g |
— | — | |||||||||||||||||||||||||
Series E |
9,916 | (9,916 | ) | 2g |
— | — | |||||||||||||||||||||||||
Thayer Class A Common stock: 17,250,000 shares subject to possible redemption at $10.20 per share |
175,950 | — | (175,950 | ) | 2a |
— | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Total temporary equity |
175,950 |
83,780 |
(259,730 |
) |
— |
— |
— |
||||||||||||||||||||||||
Preferred stock, $0.0001 par value; 1,000 shares authorized; none issued and outstanding |
— | — | — | — | — | ||||||||||||||||||||||||||
Noncontrolling interest |
— | — | 70,874 | 2k |
70,874 | (71,482 | ) | 2k |
(608 | ) | |||||||||||||||||||||
Combined Company Class A common stock, $0.0001 par value; 100,000 shares authorized; 2,595 issued and outstanding (excluding 14,655 shares subject to possible redemption) |
— | — | 11 | 2f |
11 | 11 | |||||||||||||||||||||||||
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 4,313 issued and outstanding |
— | — | — | — | — | ||||||||||||||||||||||||||
Series C |
— | 21,477 | (21,477 | ) | 2g |
— | — | ||||||||||||||||||||||||
Additional paid-in capital |
— | — | 175,950 | 2a |
259,589 | (135,988 | ) | 2h |
195,083 | ||||||||||||||||||||||
103,500 | 2b |
||||||||||||||||||||||||||||||
(25,133 | ) | 2c |
|||||||||||||||||||||||||||||
(29,100 | ) | 2e |
|||||||||||||||||||||||||||||
(11 | ) | 2f |
|||||||||||||||||||||||||||||
105,257 | 2g |
||||||||||||||||||||||||||||||
(70,874 | ) | 2k |
71,482 | 2k |
|||||||||||||||||||||||||||
Accumulated deficit |
(25,133 | ) | (195,515 | ) | 25,133 | 2c |
(195,515 | ) | (195,515 | ) | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Total shareholders’ equity |
(25,133 |
) |
(174,038 |
) |
334,130 |
134,959 |
(135,988 |
) |
(1,029 |
) | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Total liabilities and shareholders’ equity |
$ |
176,642 |
$ |
139,340 |
$ |
67,500 |
$ |
383,482 |
$ |
(135,988 |
) |
$ |
247,494 |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Thayer (Historical) |
Inspirato LLC (Historical) |
Pro Forma Adjustments |
Combined Pro Forma (Assuming No Redemption) |
|||||||||||||||
Revenue |
$ | — | $ | 166,390 | $ | — | $ | 166,390 | ||||||||||
Cost of revenue |
— | 110,106 | — | 110,106 | ||||||||||||||
General and administrative |
1,253 | 37,188 | — | 38,441 | ||||||||||||||
Franchise Tax expenses |
148 | — | — | 148 | ||||||||||||||
Sales and marketing |
— | 19,105 | — | 19,105 | ||||||||||||||
Operations |
— | 17,336 | — | 17,336 | ||||||||||||||
Technology and development |
— | 2,957 | — | 2,957 | ||||||||||||||
Depreciation and amortization |
— | 1,876 | — | 1,876 | ||||||||||||||
Interest, net |
(37 | ) | 483 | 37 | 3b |
483 | ||||||||||||
Warrant fair value losses |
2,298 | 456 | — | 2,754 | ||||||||||||||
Gain on forgiveness of debt |
— | (9,518 | ) | (9,518 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Income (loss) before income taxes |
(3,662 | ) | (13,599 | ) | (37 | ) | (17,298 | ) | ||||||||||
Income tax expense (benefit) |
— | — | (4,325 | ) | 3c , 3e |
(4,325 | ) | |||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Net income (loss) |
(3,662 | ) | (13,599 | ) | 4,288 | (12,974 | ) | |||||||||||
Net income (loss) attributable to noncontrolling interest |
— | — | (6,813 | ) | 3d |
(6,813 | ) | |||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Net loss attributable to Inspirato Incorporated |
$ |
(3,662 |
) |
$ |
(13,599 |
) |
$ |
11,101 |
$ |
(6,160 |
) | |||||||
|
|
|
|
|
|
|
|
|||||||||||
Basic and diluted weighted average common units |
1,166 | |||||||||||||||||
Basic and diluted loss per common units |
$ | (11.66 | ) | |||||||||||||||
Weighted average shares outstanding of Class B non-redeemable common stock |
4,313 | |||||||||||||||||
Basic and diluted net loss per share, Class B |
$ | (0.17 | ) | |||||||||||||||
Weighted average shares outstanding of Class A redeemable common stock |
121,873 | |||||||||||||||||
Basic and diluted net loss per share, Class A |
$ | (0.05 | ) |
Thayer (Historical) |
Inspirato LLC (Historical) |
Pro Forma Adjustments |
Combined Pro Forma (Assuming Max Redemption) |
|||||||||||||||
Revenue |
$ | — | $ | 166,390 | $ | — | $ | 166,390 | ||||||||||
Cost of revenue |
— | 110,106 | — | 110,106 | ||||||||||||||
General and administrative |
1,253 | 37,188 | — | 38,441 | ||||||||||||||
Franchise Tax expenses |
148 | — | — | 148 | ||||||||||||||
Sales and marketing |
— | 19,105 | — | 19,105 | ||||||||||||||
Operations |
— | 17,336 | — | 17,336 | ||||||||||||||
Technology and development |
— | 2,957 | — | 2,957 | ||||||||||||||
Depreciation and amortization |
— | 1,876 | — | 1,876 | ||||||||||||||
Interest, net |
(37 | ) | 483 | 37 | 3b |
483 | ||||||||||||
Warrant fair value losses |
2,298 | 456 | — | 2,754 | ||||||||||||||
Gain on forgiveness of debt |
— | (9,518 | ) | (9,518 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Income (loss) before income taxes |
(3,662 | ) | (13,599 | ) | (37 | ) | (17,298 | ) | ||||||||||
Income tax expense (benefit) |
— | — | (4,325 | ) | 3c , 3e |
(4,325 | ) | |||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Net income (loss) |
(3,662 | ) | (13,599 | ) | 4,288 | (12,974 | ) | |||||||||||
Net income (loss) attributable to noncontrolling interest |
— | — | (7,669 | ) | 3d |
(7,669 | ) | |||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Net loss attributable to Inspirato Incorporated |
$ |
(3,662 |
) |
$ |
(13,599 |
) |
$ |
11,957 |
$ |
(5,304 |
) | |||||||
|
|
|
|
|
|
|
|
|||||||||||
Basic and diluted weighted average common units |
1,166 | |||||||||||||||||
Basic and diluted loss per common units |
$ | (11.66 | ) | |||||||||||||||
Weighted average shares outstanding of Class B non-redeemable |
||||||||||||||||||
common stock |
4,313 | |||||||||||||||||
Basic and diluted net loss per share, Class B |
$ | (0.17 | ) | |||||||||||||||
Weighted average shares outstanding of Class A redeemable common stock |
108,273 | |||||||||||||||||
Basic and diluted net loss per share, Class A |
$ | (0.05 | ) |
Thayer (Historical) |
Inspirato LLC (Historical) |
Pro Forma Adjustments |
Combined Pro Forma (Assuming No Redemption) |
|||||||||||||||
Revenue |
$ | — | $ | 165,590 | $ | — | $ | 165,590 | ||||||||||
Cost of revenue |
— | 100,599 | — | 100,599 | ||||||||||||||
General and administrative |
109 | 25,940 | 13,350 | 3a |
39,399 | |||||||||||||
Franchise tax expenses |
84 | — | — | 84 | ||||||||||||||
Sales and marketing |
— | 14,764 | — | 14,764 | ||||||||||||||
Operations |
— | 18,814 | — | 18,814 | ||||||||||||||
Depreciation and amortization |
— | 2,898 | — | 2,898 | ||||||||||||||
Technology and development |
— | 2,787 | — | 2,787 | ||||||||||||||
Interest, net |
(1 | ) | 542 | 1 | 3b |
542 | ||||||||||||
Financing costs — derivative warrant liabilities |
411 | — | — | 411 | ||||||||||||||
Warrant fair value (gains) losses |
2,356 | (214 | ) | — | 2,142 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Loss before income taxes |
(2,959 | ) | (540 | ) | (13,351 | ) | (16,850 | ) | ||||||||||
Income tax benefit |
(4,213 | ) | 3c, 3e |
(4,213 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Net loss |
(2,959 | ) | (540 | ) | (9,138 | ) | (12,637 | ) | ||||||||||
Net loss attributable to noncontrolling interest |
(6,636 | ) | 3d |
(6,636 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Net loss attributable to Inspirato Incorporated |
$ |
(2,959 |
) |
$ |
(540 |
) |
$ |
(2,502 |
) |
$ |
(6,001 |
) | ||||||
|
|
|
|
|
|
|
|
|||||||||||
Basic and diluted weighted average common units |
1,166 | |||||||||||||||||
Basic and diluted loss per common unit |
$ | (0.46 | ) | |||||||||||||||
Weighted average shares outstanding of Class B non-redeemable common stock |
3,818 | |||||||||||||||||
Basic and diluted net loss per share, Class B |
$ | (0.77 | ) | |||||||||||||||
Weighted average shares outstanding of Class A redeemable common stock |
121,873 | |||||||||||||||||
Basic and diluted net loss per share, Class A |
$ | (0.05 | ) |
Thayer (Historical) |
Inspirato LLC (Historical) |
Pro Forma Adjustments |
Combined Pro Forma (Assuming Max Redemption) |
|||||||||||||||
Revenue |
$ | — | $ | 165,590 | $ | — | $ | 165,590 | ||||||||||
Cost of revenue |
— | 100,599 | — | 100,599 | ||||||||||||||
General and administrative |
109 | 25,940 | 13,350 | 3a |
39,399 | |||||||||||||
Franchise tax expenses |
84 | — | — | 84 | ||||||||||||||
Sales and marketing |
— | 14,764 | — | 14,764 | ||||||||||||||
Operations |
— | 18,814 | — | 18,814 | ||||||||||||||
Depreciation and amortization |
— | 2,898 | — | 2,898 | ||||||||||||||
Technology and development |
— | 2,787 | — | 2,787 | ||||||||||||||
Interest, net |
(1 | ) | 542 | 1 | 3b |
542 | ||||||||||||
Financing costs — derivative warrant liabilities |
411 | — | — | 411 | ||||||||||||||
Warrant fair value (gains) losses |
2,356 | (214 | ) | — | 2,142 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Loss before income taxes |
(2,959 | ) | (540 | ) | (13,351 | ) | (16,850 | ) | ||||||||||
Income tax benefit |
(4,213 | ) | 3c, 3e |
(4,213 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Net loss |
(2,959 | ) | (540 | ) | (9,138 | ) | (12,637 | ) | ||||||||||
Net loss attributable to noncontrolling interest |
(7,470 | ) | 3d |
(7,470 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Net loss attributable to Inspirato Incorporated |
$ |
(2,959 |
) |
$ |
(540 |
) |
$ |
(1,668 |
) |
$ |
(5,167 |
) | ||||||
|
|
|
|
|
|
|
|
|||||||||||
Basic and diluted weighted average common units |
1,166 | |||||||||||||||||
Basic and diluted loss per common unit |
$ | (0.46 | ) | |||||||||||||||
Weighted average shares outstanding of Class B non-redeemable common stock |
3,818 | |||||||||||||||||
Basic and diluted net loss per share, Class B |
$ | (0.77 | ) | |||||||||||||||
Weighted average shares outstanding of Class A redeemable common stock |
108,273 | |||||||||||||||||
Basic and diluted net loss per share, Class A |
$ | (0.05 | ) |
• | Thayer’s unaudited condensed financial statements and related notes as of and for the nine months ended September 30, 2021 included in the proxy statement/prospectus. |
• | Inspirato’s unaudited financial statements and related notes as of and for the nine months ended September 30, 2021 included in the proxy statement/prospectus. |
• | Thayer’s audited financial statements and related notes as of December 31, 2020 and for the period from July 31, 2020 (inception) through December 31, 2020 included in the proxy statement/prospectus. |
• | Inspirato’s audited financial statements and related notes as of and for the year ended December 31, 2020 included in the proxy statement/prospectus. |
a) | Reflects the reclassification of $176 million of cash and cash equivalents held in Thayer’s trust account that becomes available for transaction consideration, transaction expenses, redemption of public shares and the operating activities following the Business Combination assuming no redemptions. |
b) | Reflects the gross cash proceeds from PIPE financing of 10.35 million shares of Thayer Class A common stock for $103.5 million from private investors. |
c) | Reflects the elimination of Thayer’s retained earnings. |
d) | Reflects the settlement of deferred underwriting fees. |
e) | Reflects the payment Thayer and Inspirato’s transaction costs of $29.1 million, expected to be incurred in connection with the closing of the business combination, of which $13.3 million will be expensed. |
f) | Reflects the issuance of 107 million shares to seller at $0.0001 par value as consideration for the Business Combination. |
g) | Reflects the recapitalization of Inspirato including the reclassification of members’ equity to common stock and additional paid in capital. |
h) | Represents an adjustment to cash and common stock assuming maximum redemption of Class A shares subject to possible redemption. |
i) | Represents adjustments to reflect applicable deferred tax assets. Under both the no redemption and maximum redemption scenarios, the Combined Company’s deferred tax assets are not more likely than not expected to be realized in accordance with ASC 740 - Income Taxes. As such, the Combined Company has reduced the full carrying amount of the deferred tax assets with a valuation allowance under both scenarios. The deferred taxes are primarily related to the tax basis step up of the Combined Company’s investment in Inspirato LLC, and the Combined Companies’ net loss tax effected at a constant federal income tax rate of 21.0% and a state tax rate of 4%. |
j) | Upon the completion of the Transaction, the Combined Company will be a party to the Tax Receivable Agreement. Under the terms of the Tax Receivable Agreement, the Combined Company will be required to pay to certain parties to the agreement 85% of the tax savings that it is deemed to realize in |
certain circumstances as a result of certain tax attributes that exist following the Transaction and that are created thereafter, including as a result of payments made under the Tax Receivable Agreement. In both the no redemptions and maximum redemption scenarios, the Combined Company does not expect to record net deferred tax assets related to the tax basis adjustments associated with the exchange of Units in Inspirato as those deferred tax assets are not more likely than not expected to be realized in accordance with ASC 740 - Income Taxes. Accordingly, the Combined Company has not recorded a liability related to the Tax Receivable Agreement as of September 30, 2021, as the liability is not considered to be probable in accordance with ASC 450 - Contingencies. |
k) | Noncontrolling interest ownership of 52.5% in the no redemption and 59.1% in the maximum redemption scenario represents ownership of Inspirato LLC to be held by Flow-Through Sellers. |
a) | Reflects Thayer’s and Inspirato’s transaction costs to be expensed of $13.3 million in 2020. |
b) | Represents the elimination of $37 thousand of interest income on Thayer’s trust account for the nine months ended September 30, 2021 and $1 thousand for the year ended December 31, 2020. |
c) | Following the transaction, PubCo will be subject to U.S. federal income taxes as well as state and local taxes, estimated at 25%. |
d) | Noncontrolling interest ownership of 52.5% in the no redemption and 59.1% in the maximum redemption scenario. |
e) | Under both redemption scenarios, there is not expected to be a material change to the aforementioned tax benefit nor liability related to the Tax Receivable Agreement. |
For the year ended December 31, 2020 |
For the nine months ended September 30, 2021 |
|||||||
(in thousands except per share data) |
||||||||
Assuming no redemption |
||||||||
Pro forma net loss attributable to Inspirato Incorporated |
$ | (6,001 | ) | $ | (6,160 | ) | ||
Basic and diluted weighted average shares outstanding |
121,873 | 121,873 | ||||||
Pro forma basic and diluted loss per share |
$ | (0.05 | ) | $ | (0.05 | ) | ||
Pro forma basic and diluted weighted average shares |
||||||||
TVAC public shareholders |
17,250 | 17,250 | ||||||
Thayer class B |
2,813 | 2,813 | ||||||
|
|
|
|
|||||
Total Thayer |
20,063 | 20,063 | ||||||
Inspirato LLC unitholders |
91,460 | 91,460 | ||||||
PIPE investors |
10,350 | 10,350 | ||||||
|
|
|
|
|||||
Total pro forma basic weighted average shares |
121,873 | 121,873 | ||||||
|
|
|
|
|||||
Assuming maximum redemption |
||||||||
Pro forma net loss attributable |
$ | (5,167 | ) | $ | (5,304 | ) | ||
Basic and diluted weighted average shares outstanding |
108,273 | 108,273 | ||||||
Pro forma basic and diluted loss per share |
$ | (0.05 | ) | $ | (0.05 | ) | ||
Pro forma basic and diluted weighted average shares |
||||||||
TVAC public shareholders |
3,650 | 3,650 | ||||||
Thayer class B |
2,813 | 2,813 | ||||||
|
|
|
|
|||||
Total Thayer |
6,463 | 6,463 | ||||||
Inspirato LLC unitholders |
91,460 | 91,460 | ||||||
PIPE investors |
10,350 | 10,350 | ||||||
|
|
|
|
|||||
Total pro forma basic weighted average shares |
108,273 | 108,273 | ||||||
|
|
|
|
• | Assuming No Redemptions |
• | Assuming Maximum Redemptions plus plus minus plus plus |
Thayer (Historical) |
Inspirato (Historical) (2) |
Pro Forma Combined Per Share Data |
Inspirato Equivalent Pro Forma Per Unit Data (3) |
|||||||||||||||||||||
Maximum Redemption |
No Redemption |
Maximum Redemption |
No Redemption |
|||||||||||||||||||||
(in thousands except per share amounts) |
||||||||||||||||||||||||
As of and for the nine months ended September 30, 2021 |
||||||||||||||||||||||||
Book value per share/common unit (1) |
$ | (5.83 | ) | $ | (149.26 | ) | $ | (0.01 | ) | $ | 1.11 | $ | (0.33 | ) | $ | 38.76 | ||||||||
Net loss per share of Class A Stock — basic and diluted |
$ | (0.05 | ) | $ | (0.05 | ) | ||||||||||||||||||
Weighted average shares of common stock outstanding — basic and diluted |
108,273 | 121,873 | ||||||||||||||||||||||
Net loss per common unit, basic and diluted |
$ | (11.66 | ) | $ | (1.71 | ) | $ | (1.77 | ) | |||||||||||||||
Weighted average shares outstanding of Class A redeemable Stock — basic and diluted |
17,250 | |||||||||||||||||||||||
Net income per share — basic and diluted, Class B |
$ | (0.17 | ) | |||||||||||||||||||||
Weighted average shares outstanding of Class B non-redeemable common Stock — basic and diluted |
4,313 | |||||||||||||||||||||||
As of and for the year ended December 31, 2020 |
||||||||||||||||||||||||
Net loss per share of Class A Stock — basic and diluted |
$ | (0.05 | ) | $ | (0.05 | ) | ||||||||||||||||||
Weighted average shares of common stock outstanding — basic and diluted |
108,273 | 121,873 | ||||||||||||||||||||||
Net loss per common unit, basic and diluted |
$ | (0.46 | ) | $ | (1.67 | ) | $ | (1.72 | ) | |||||||||||||||
Weighted average shares outstanding of Class A redeemable Stock — basic and diluted |
17,250 | |||||||||||||||||||||||
Net income per share — basic and diluted, Class B |
$ | (0.77 | ) | |||||||||||||||||||||
Weighted average shares outstanding of Class B non-redeemable common Stock — basic and diluted |
3,818 |
(1) | Book value per share = Total equity divided by shares/units outstanding. |
(2) | Using Inspirato’s historical equity structure, |
(3) | The equivalent pro forma basic and diluted per unit data for Inspirato is calculated using the anticipated Exchange Ratio of 35 shares of Thayer Class A Common Stock for each Inspirato preferred and common unit. |
• | Proposal No. 1 - The “ Business Combination Proposal |
• | Proposal No. 2 - The “ Charter Proposal |
• | Proposal No. 3 - The “ Governance Proposals non-binding advisory basis, certain governance provisions in the Proposed Certificate of Incorporation and the Proposed Bylaws, presented separately in accordance with SEC requirements (collectively, the “Governance Proposals |
• | Proposal No. 3A - Name Change Charter Amendment |
• | Proposal No. 3B - Authorized Share Charter Amendment |
• | Proposal No. 3C - Actions by Stockholders Charter Amendment |
• | Proposal No. 3D - Corporate Opportunity Charter Amendment |
• | Proposal No. 3E - Voting Thresholds Charter Amendment |
• | Proposal No. 3F - Classified Board Amendment |
• | Proposal No. 3G - Additional Governance Amendments |
• | Proposal No. 4 - The “ Incentive Plan Proposal |
• | Proposal No. 5 - The “ ESPP Proposal |
• | Proposal No. 6 - The “ Nasdaq Proposals |
• | Proposal No. 6A — Merger Shares Issuance |
• | Proposal No. 6B — PIPE Shares Issuance |
• | Proposal No. 7 - The “ Adjournment Proposal |
• | While the Sponsor does not have any ownership in Inspirato directly, the beneficial ownership of the Sponsor and Thayer’s board of directors and officers of an aggregate of 2,812,500 Founder Shares (after giving effect to the agreed upon forfeiture of 1.5 million Founder Shares upon the consummation of the Business Combination), which shares would become worthless if Thayer does not complete a business combination within the applicable time period, as the Sponsor, Thayer’s directors and officers and their affiliates have waived any right to redemption with respect to these shares. The Sponsor did not receive any compensation in exchange for this agreement to waive its redemption rights. Such shares and warrants have an aggregate market value of approximately $ million and $ million based on the closing price of Thayer Class A Common Stock of $ on Nasdaq on , 2021, the Record Date for the special meeting of stockholders. Based on such market value, Thayer’s board of directors and officers will have an unrealized gain of $ on their Thayer securities; |
• | The Sponsor paid an aggregate of $25,000 ($0.0049 per share) for the Founder Shares which (to the extent not forfeited pursuant to the terms of the Sponsor Side Letter) will have a significantly higher value at the time of the Business Combination, if it is consummated. If Thayer does not consummate the Business Combination or another initial business combination by June 15, 2022, and Thayer is therefore required to be liquidated, these shares would be worthless, as Founder Shares are not entitled to participate in any redemption or liquidation of the Trust Account. Based on the difference in the purchase price of $0.0049 that the Sponsor paid for the Founder Shares, as compared to the purchase price of $10.00 per Unit sold in the IPO, the Sponsor may earn a positive rate of return even if the share price of the Combined Company after the Closing falls below the price initially paid for the Units in the IPO and the Public Stockholders experience a negative rate of return following the Closing of the Business Combination; |
• | The Sponsor paid $7,175,000 for its Private Warrants, which would be worthless if a business combination is not consummated by June 15, 2022; |
• | The Sponsor and Thayer’s directors and officers may be incentivized to complete the Business Combination, or an alternative initial business combination with a less favorable company or on terms less favorable to stockholders, rather than to liquidate, in which case the Sponsor and Thayer’s directors and officers would lose their entire investment. As a result, the Sponsor as well as Thayer’s directors or officers may have a conflict of interest in determining whether Inspirato is an appropriate business with which to effectuate a business combination and/or in evaluating the terms of the Business Combination. The Thayer board of directors was aware of and considered these interests, among other matters, in evaluating and unanimously approving the Business Combination and in recommending to Public Stockholders that they approve the Business Combination; |
• | Thayer’s board of directors will not receive reimbursement for any out-of-pocket |
• | The Sponsor and certain other holders of Thayer Class B Common Stock have agreed not to redeem any public shares held by them in connection with a stockholder vote to approve a proposed initial business combination; |
• | The Sponsor and certain other holders of Thayer Class B Common Stock have entered into the Sponsor Side Letter pursuant to which such holders have already agreed to vote their shares in favor of the Business Combination with Inspirato; |
• | The Registration Rights Agreement will be entered into by the Sponsor; |
• | The anticipated continuation of Chris Hemmeter as a director of the Combined Company; and |
• | The continued indemnification of the current directors and officers of Thayer following the Business Combination and the continuation of directors’ and officers’ liability insurance following the Business Combination. |
• | You can vote by completing, signing and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the applicable special meeting(s). If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares of Thayer Capital Stock will be voted as recommended by Thayer’s board of directors. With respect to proposals for the special meeting of stockholders, that means: “FOR” the Business Combination Proposal, “FOR” the Charter Proposal, “FOR” the Governance Proposals, “FOR” the Incentive Plan Proposal, “FOR” the ESPP Proposal, “FOR” the Nasdaq Proposals and “FOR” the Adjournment Proposal. |
• | You can virtually attend the special meeting and vote online. However, if your shares of Thayer Capital Stock are held in the name of your broker, bank or other nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares of Thayer Capital Stock. |
• | Submit a request in writing that Thayer redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, Thayer’s transfer agent, at the following address: |
• | Deliver your Public Shares either physically or electronically through DTC to Thayer’s transfer agent. Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent. It is Thayer’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, Thayer does not have any control over this process, and it may take longer than two weeks. |
• | Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your Public Shares as described above, your shares will not be redeemed. |
• | Thayer primarily focused its search on businesses that could benefit from its founders’ and management team’s experience in the travel and transportation sectors, and the other factors described in its prospectus related to the IPO. Each of the Other Potential Candidates were companies with potential enterprise values of approximately $500 million to $3 billion, had proven and accomplished management teams, had the requisite compliance, financial controls and reporting processes in place and were ready for the regulatory requirements of a public entity, and were in the travel and transportation sectors. |
• | Thayer focused its efforts primarily on bilateral discussions with the key decision-makers of each of the Other Potential Candidates regarding a potential transaction, including following submission of non-binding indications of interest. |
• | Thayer entered into non-disclosure agreements with 15 Other Potential Candidates, including Inspirato and Party A described below, for the evaluation of a possible business combination. Such Other Potential Candidates, other than Inspirato and Party A, had potential enterprise values of approximately $750 million to $2.75 billion. Each non-disclosure agreement was entered into on customary terms and conditions and, among other things, restricted the disclosure of confidential information and limited the rights of a party to use confidential information except for the purpose of evaluating a possible transaction. In addition, a majority of the non-disclosure agreements included a customary trust account waiver pursuant to which the potential target company waived any right, title, interest or claim in, to or against the Trust Account and agreed not to seek recourse against the Trust Account for any reason. None of the non-disclosure agreements contained a standstill provision or any so-called “don’t ask, don’t waive” provision. For each of the 15 Other Potential Candidates, Thayer reviewed management presentations and other diligence materials, primarily summary financial information and projections. |
• | On February 19, 2021, Thayer submitted a draft of a non-binding and unsigned letter of intent to Party A, a travel technology company, for a proposed business combination with an initial indication of enterprise value of approximately $2.5 billion. The letter of intent further contemplated Thayer delivering to the combined company the amounts from the Trust Account (subject to redemptions) and an additional $400 million from private capital raises. The indication of enterprise value was based on projected financial information supplied by Party A at a preliminary stage of Thayer’s evaluation of the potential transaction without Thayer providing input on such projections or any assumptions underlying such projections. The draft letter of intent requested an exclusivity period of 45 days. Shortly following Thayer’s submission of the draft letter of intent, Party A determined to pursue a business combination with another special purpose acquisition company, and the two parties discontinued discussions prior to executing any letter of intent. |
• | Thayer did not submit any other letters of intent to the remaining Other Potential Candidates, except for Inspirato. While Thayer conducted varying levels of due diligence on such remaining Other Potential Candidates, none of them proceeded beyond the initial due diligence phase following entry into the non-disclosure agreements. Thayer ultimately determined not to proceed with any of its other potential acquisition opportunities for a variety of reasons, including because (i) the potential counterparty pursued an alternative transaction or strategy, (ii) the potential counterparty did not meet the valuation expectations of Thayer or (iii) Thayer concluded that the opportunity was not as attractive as the Inspirato business combination opportunity. |
• | Industry |
• | Size |
• | Market opportunity |
• | Growth |
• | Strategic initiatives |
• | Strong management |
• | May benefit from being public |
• | Maturity |
• | Reputation and market acceptance |
• | Appropriate valuations |
• | extensive meetings and calls with Inspirato’s management team regarding competitive landscape and positioning, pricing, historical and projected financial performance, and historical acquisitions and integration, among other topics; |
• | evaluation of potential value-creation opportunities to develop a comprehensive sponsor value-add plan, including organic revenue growth acceleration with new and existing customers and through price-value maximization, tuck-in and transformative acquisitions, data and analytics monetization opportunities leveraging our management’s experience with other travel and transportation market leaders, and appropriate investor communications strategies and alignment with environmental, social and governance goals leveraging the Sponsor’s extensive resources; |
• | research on the luxury travel subscription industry with the assistance of a leading global third-party consulting firm, including historical and projected growth trends, pricing, competitive landscape, customer perceptions, sales force productivity metrics, and category share information, among other topics; |
• | several product demonstrations of Inspirato’s software platform and user interface alongside technical and commercial third-party advisors; |
• | calls with industry experts, including former executives of competitors and customers; |
• | evaluation of data and analytics monetization opportunities with the assistance of third-party advisors and leading strategic thinkers in the supply chain management software space with whom our management has relationships; |
• | technical review of software architecture, integration, data model, and other key components of the company’s technological infrastructure led by leading third-party technology consulting firms and other advisors with significant experience in the industry; |
• | other due diligence activities relating to quality of earnings, accounting, legal, tax, technology, cybersecurity, insurance, operations and other matters conducted in conjunction with external advisors, including accounting and international and U.S. legal firms, among others; |
• | financial and valuation analyses, including financial projections provided by Inspirato; and |
• | research on the public trading values and related financial metrics, such as enterprise value to revenue ratios, of comparable companies to Inspirato, as well as private transaction precedents. |
• | Due Diligence |
• | Financial Condition |
• | Experienced and Proven Management Team. |
• | Other Alternatives. |
the process utilized to evaluate and assess other potential combination partners and Thayer Boards’ belief that such process has not presented a better alternative; and |
• | Negotiated Transaction |
• | Macro-Economic Risks. |
• | Redemption Risk. |
• | Stockholder Vote |
• | Closing Conditions. |
• | Litigation. |
• | Benefits May Not Be Achieved |
• | No Third-Party Valuation or Fairness Opinion |
• | Thayer Stockholders Receive a Minority Position. |
• | Potential Conflicts of Interest of Thayer’s Directors and Officers. Interests of Thayer’s Directors and Officers in the Business Combination |
• | Other Risks Associated with the Business Combination. Risk Factors |
2021E |
2022E |
2023E |
2024E |
2025E |
||||||||||||||||
Subscription revenue |
$ | 95,808 | $ | 161,619 | $ | 226,128 | $ | 303,126 | $ | 381,493 | ||||||||||
Usage revenue |
126,565 | 204,646 | 280,930 | 381,535 | 503,259 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total revenue |
222,373 |
366,265 |
507,058 |
684,661 |
884,752 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Revenue growth |
35 |
% |
65 |
% |
38 |
% |
35 |
% |
29 |
% | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cost of revenue |
153,766 | 256,313 | 355,216 | 477,385 | 605,441 | |||||||||||||||
Gross profit |
68,607 |
109,953 |
151,842 |
207,277 |
279,311 |
|||||||||||||||
Gross margin |
31 |
% |
30 |
% |
30 |
% |
30 |
% |
32 |
% | ||||||||||
Sales & marketing |
36,069 | 52,983 | 64,669 | 74,508 | 83,483 | |||||||||||||||
Technology & development |
16,757 | 19,617 | 19,925 | 22,603 | 25,679 | |||||||||||||||
General & administrative |
30,858 | 46,888 | 53,308 | 59,806 | 67,312 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total operating expense |
83,683 |
119,489 |
137,902 |
156,917 |
176,474 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Adjusted EBITDA |
$ |
(15,077 |
) |
$ |
(9,536 |
) |
$ |
13,940 |
$ |
50,359 |
$ |
102,837 |
||||||||
Adjusted EBITDA Margin |
(7 |
)% |
(3 |
)% |
3 |
% |
7 |
% |
12 |
% |
• | We have assumed a majority of our projected 2021 revenues will be collected from existing subscribers. We have also assumed incremental revenue from new subscribers in 2021. Likewise, our 2022 and future year revenue, adjusted EBITDA and net income forecasts assume a significant portion of revenue being derived from our existing subscribers (with the assumption that our subscriber base grows each year from the addition of new subscribers in excess of existing subscriber resignations). Our revenue growth assumes a 41% compounded annual growth rate from 2021 to 2025, as compared to a 39% compounded annual growth rate from 2012 to 2019. Our projected compounded annual growth rate is slightly higher than our historical compounded annual growth rate due to factors including a projected increase in Inspirato Pass subscriptions as a proportion of total subscription revenue. We have assumed that travel revenue will grow as a product of growth in our subscriber base, growth of our residence portfolio, increases in nightly room rates paid by subscribers, increases in nights traveled per subscriber above levels achieved in 2019, and total occupancy rates higher than levels achieved in 2019. Our revenue, adjusted EBITDA and net income forecasts are also premised on the assumption that our existing pipeline of potential opportunities will result in near term revenue growth, that additional new opportunities are identified and delivered, and that the travel industry continues its recovery from the impacts of the COVID-19 pandemic. |
• | Subscription revenues will grow as a function of the growth of new subscription products, Inspirato Pass and the new Inspirato Club, which were launched in 2019 and 2020, respectively. Legacy Inspirato Club subscriptions included a substantial enrollment fee and lower annual dues than our new subscription products. Our revenue projections assume that we continue to recognize the deferred revenue from legacy Inspirato Club subscriptions with substantial enrollment fees, and that sales of these subscriptions largely ceased in 2021. |
• | Subscription revenue from these legacy Inspirato Club subscriptions will continue to be earned; an annual retention rate of 80% was assumed for legacy Inspirato Club members, consistent with historical experience. |
• | Prior to 2019, all subscription revenues were derived from legacy Inspirato Club subscribers. In 2019, approximately 20% of subscription revenues were derived from Inspirato Pass, and in 2020, approximately 45% of subscription revenues were derived from Inspirato Pass. We have assumed that the number of Inspirato Pass subscriptions will continue to grow during the forecast period and its share of contribution to our subscription revenues will continue to grow during the forecast period, reaching approximately 70% of our total subscription revenues in 2025. We expect our subscriber mix to be approximately 45% Inspirato Pass subscribers at the end of 2025. |
• | The forecasts assume no increases in annual dues for Inspirato Pass and new Inspirato Club subscriptions, but do include a $100 per year annual dues increase for legacy Inspirato Club subscriptions, consistent with our previous annual dues increases. |
• | Travel revenue is forecasted to increase during the forecast period based on the projected increase in number of subscribers and the number of properties available for members to book. Average daily rates are forecasted to increase at a compounded annual growth rate of approximately 5% per year from 2021 to 2025. The forecasts assume total occupancy rates of approximately 79%. Inspirato’s historical occupancy rate was approximately 74% and 71% in 2019 and 2020, respectively. Through the nine months ended September 30, 2021 Inspirato’s occupancy rate was 79%. |
• | We have assumed that our travel revenue per subscriber will increase due to an increase in average daily rates and an increase in nights traveled by subscribers. |
• | We have assumed that we will increase our total residences by a compound annual growth rate of approximately 40% from 2021 to 2025, as compared to a 15% compound annual growth rate from |
2012 to 2019. We assumed increases in demand for its subscription products and for travel during the projection period, necessitating a significant increase in its residence portfolio. |
• | We have assumed that our cost of revenues will increase as these costs are primarily driven by growing our portfolio of residences and the costs to operate and maintain those residences and that we will be able to continue to acquire residences with similar costs and on similar terms as we have in recent years. |
• | We have also assumed increased spending in sales and marketing infrastructure to facilitate new subscriber acquisition. We have assumed that general and administrative costs will increase significantly in 2021 due to the costs of funding growth initiatives and the costs of going public and will increase at more modest rates thereafter. |
• | We have also assumed increased spending in technology and development to support new product development and enhancement of our customer user interfaces. |
• | We have assumed that we will have sufficient liquidity and working capital to facilitate the growth of our residence portfolio and acquire new subscribers to grow our revenue, adjusted EBITDA and net income. |
• | These assumptions are not predicated on any cash being available from the Trust Account and the PIPE Commitment. |
• | While the Sponsor does not have any ownership in Inspirato directly, the beneficial ownership of the Sponsor and Thayer’s board of directors and officers of an aggregate of 2,812,500 Founder Shares (after giving effect to the agreed upon forfeiture of 1.5 million Founder Shares upon the consummation of the Business Combination), which shares would become worthless if Thayer does not complete a business combination within the applicable time period, as the Sponsor, Thayer’s directors and officers and their affiliates have waived any right to redemption with respect to these shares. The Sponsor did not receive any compensation in exchange for this agreement to waive its redemption rights. Such shares and warrants have an aggregate market value of approximately $ million and $ million based on the closing price of Thayer Class A Common Stock of $ on Nasdaq on , 2021, the Record Date for the special meeting of stockholders. Based on such market value, Thayer’s board of directors and officers will have an unrealized gain of $ on their Thayer securities; |
• | The Sponsor paid an aggregate of $25,000 ($0.0049 per share) for the Founder Shares which (to the extent not forfeited pursuant to the terms of the Sponsor Side Letter) will have a significantly higher value at the time of the Business Combination, if it is consummated. If Thayer does not consummate the Business Combination or another initial business combination by June 15, 2022, and Thayer is therefore required to be liquidated, these shares would be worthless, as Founder Shares are not entitled to participate in any redemption or liquidation of the Trust Account. Based on the difference in the purchase price of $0.0049 that the Sponsor paid for the Founder Shares, as compared to the purchase price of $10.00 per Unit sold in the IPO, the Sponsor may earn a positive rate of return even if the share price of the Combined Company after the Closing falls below the price initially paid for the Units in the IPO and the Public Stockholders experience a negative rate of return following the Closing of the Business Combination;The Sponsor paid $7,175,000 for its Private Warrants, which would be worthless if a business combination is not consummated by June 15, 2022; |
• | The Sponsor and Thayer’s directors and officers may be incentivized to complete the Business Combination, or an alternative initial business combination with a less favorable company or on terms |
less favorable to stockholders, rather than to liquidate, in which case the Sponsor and Thayer’s directors and officers would lose their entire investment. As a result, the Sponsor as well as Thayer’s directors or officers may have a conflict of interest in determining whether Inspirato is an appropriate business with which to effectuate a business combination and/or in evaluating the terms of the Business Combination. The Thayer board of directors was aware of and considered these interests, among other matters, in evaluating and unanimously approving the Business Combination and in recommending to Public Stockholders that they approve the Business Combination; |
• | Thayer’s board of directors will not receive reimbursement for any out-of-pocket |
• | The Sponsor and certain other holders of Thayer Class B Common Stock have agreed not to redeem any public shares held by them in connection with a stockholder vote to approve a proposed initial business combination; |
• | The Sponsor and certain other holders of Thayer Class B Common Stock have entered into the Sponsor Side Letter pursuant to which such holders have already agreed to vote their shares in favor of the Business Combination with Inspirato; |
• | The Registration Rights Agreement will be entered into by the Sponsor; |
• | The anticipated continuation of Chris Hemmeter as a director of the Combined Company; and |
• | The continued indemnification of the current directors and officers of Thayer following the Business Combination and the continuation of directors’ and officers’ liability insurance following the Business Combination. |
• | Certain of Inspirato’s executive officers hold Inspirato Units and profits interests, the treatment of which is described in the section titled “ Proposal No. 1 — The Business Combination Proposal Security Ownership of Certain Beneficial Owners and Management |
• | The non-employee directors of Inspirato have a direct or indirect ownership interest in Inspirato Units, which are described in the section titled “Security Ownership of Certain Beneficial Owners and Management |
• | Certain of Inspirato’s directors and executive officers are expected to become directors and/or executive officers of the Combined Company. Specifically, the following individuals who are currently executive officers of Inspirato are expected to become executive officers of the Combined Company upon the consummation of the Business Combination, serving in the offices set forth opposite their names below: |
Name |
Position | |
Brent Handler |
Chief Executive Officer and Director | |
Brad Handler |
Executive Chairman and Director | |
David Kallery |
President | |
Web Neighbor |
Chief Financial Officer |
• | In addition, the following individuals who are currently directors of Inspirato are expected to become directors of the Combined Company upon the consummation of the Business Combination: Brent Handler, Brad Handler, and Scot Sellers. |
• | At the closing of the Business Combination, Thayer will enter into the Registration Rights Agreement with certain holders of Inspirato Units (in which certain members of Inspirato’s Board and affiliates are included), which provides for registration rights to such unitholders and their permitted transferees. |
• | Brent Handler Revocable Trust, an entity affiliated with Brent Handler, Inspirato’s Chief Executive Officer and a member of its board of managers, has agreed to purchase 1 million shares of Thayer Class A Common Stock, Brad Handler, Inspirato’s Executive Chairman and a member of its board of managers, has agreed to purchase 395,000 shares of Thayer Class A Common Stock, Elk Sierra, LLC, an entity affiliated with Scot Sellers, a member of Inspirato’s board of managers, has agreed to purchase 84,432 shares of Thayer Class A Common Stock, and David Kallery, Inspirato’s President, has agreed to purchase 25,000 shares of Thayer Class A Common Stock, each pursuant to a Subscription Agreement on substantially the same terms and conditions as the other PIPE Subscribers. KPCB Holdings, Inc., an entity affiliated with KPCB Investment I, Inc., which will beneficently own more than 5% of the outstanding shares of the Combined Company Common Stock after the Business Combination, has agreed to purchase 611,250 shares of Thayer Class A Common Stock, Institutional Venture Partners XIII, L.P., an entity affiliated with Inspirato Group, Inc. (IVP), which will beneficently own more than 5% of the outstanding shares of the Combined Company Common Stock after the Business Combination, has agreed to purchase 570,000 shares of Thayer Class A Common Stock, Alps Investment Holdings LLC, an affiliated with Revolution Portico LLC, which will beneficently own more than 5% of the outstanding shares of the Combined Company Common Stock after the Business Combination, has agreed to purchase 500,000 shares of Thayer Class A Common Stock, and W Capital Partners III, L.P., an entity affiliated with W Capital Partners III IBC, Inc., which will beneficently own more than 5% of the outstanding shares of the Combined Company Common Stock after the Business Combination, has agreed to purchase 395,155 shares of Thayer Class A Common Stock, each pursuant to a Subscription Agreement on substantially the same terms and conditions as the other PIPE Subscribers. |
• | each Blocker will merge with and into a Blocker Merger Sub (including any Non-Party Blocker, if any, that signs a joinder to the Business Combination Agreement with the consent of Inspirato) with the respective Blocker Merger Sub surviving as a wholly owned subsidiary of Thayer (collectively, the “Blocker Mergers”), resulting in the equity interests of each Blocker being cancelled and converted into the right to receive (i) shares of Combined Company Class A Common Stock based on such Blocker’s pro rata ownership of Inspirato (adjusted upward for cash and cash equivalents of such Blocker and adjusted downward for debt and transaction expenses of such Blocker), plus (ii) cash, if any, based on such Blocker’s pro rata ownership, plus (iii) certain rights under the Tax Receivable Agreement; |
• | immediately following the Blocker Mergers, the Company Merger Sub will merge with and into Inspirato, with Inspirato continuing as the surviving company and subsidiary of Thayer, resulting in (i) |
each outstanding Inspirato Unit (other than any units held by Thayer or any of its subsidiaries following the Blocker Mergers) being cancelled and converted into a right to receive (A) New Common Units of Inspirato, (B) cash, if any, (C) shares of Combined Company Class V Common Stock and (D) certain rights under the Tax Receivable Agreement; and (ii) each outstanding Inspirato Option being automatically converted into an Assumed Inspirato Option; and |
• | the limited liability company agreement of Inspirato will be amended and restated to, among other things, reflect the Company Merger and create a seven-person board of managers designated by PubCo and the other members holding outstanding vested New Common Units. |
• | amend or otherwise modify any of its governing documents (including by merger, consolidation or otherwise); |
• | except as may be required by law or U.S. generally accepted accounting principles (including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization), make any material change in the financial accounting methods, principles or practices (or change an annual accounting period); |
• | make, change or revoke any material election relating to taxes other than in the ordinary course of business consistent with past practices, enter into any agreement, settlement or compromise with any taxing authority relating to any material tax matter, file any material amended tax return, fail to timely file (taking into account valid extensions) any material tax return required to be filed, fail to pay any material amount of tax as it becomes due, adopt or change a material method of tax accounting or tax accounting period, consent to any extension or waiver of the statutory period of limitations applicable to any tax or tax return other than any such extension or waiver obtained in the ordinary course of business, or enter into any tax sharing agreement (other than in the Inspirato LLCA (and any amendments thereto) or a tax sharing agreement that is a written contract entered into in the ordinary course of business of which the principal subject matter is not tax); |
• | issue or sell, or authorize to issue or sell, any membership or limited liability company interests, shares of its capital stock or any other ownership interests, as applicable, other than in the case of Inspirato pursuant to the exercise of Inspirato Options outstanding as of the date of the Business Combination Agreement, or issue or sell, or authorize to issue or sell, any securities convertible into or exchangeable for, or options, warrants or rights to purchase or subscribe for, or enter into any contract with respect to |
the issuance or sale of, any of its membership or limited liability company interests, shares of capital stock or any other ownership interests, other than the issuance of Inspirato Units upon the exercise of any Inspirato Options outstanding as of the date of the Business Combination Agreement in accordance with the terms of an employee benefit plan of Inspirato and the underlying grant, award or similar agreement; except for the issuance of Inspirato Options or profits interests to employees or consultants of Inspirato (including its subsidiaries) in the ordinary course of business; |
• | declare, set aside or pay any dividend or make any other distribution other than the payment of cash dividends or cash distributions prior to immediately prior to the Closing from excess cash balances not needed for operations in the ordinary course of business or to a subsidiary of Inspirato; |
• | split, combine, redeem or reclassify, or purchase or otherwise acquire, any of its membership or limited liability company interests, shares of its capital stock or any other ownership interests, as applicable; |
• | other than in the ordinary course of business, (a) incur, assume, guarantee or otherwise become liable or responsible for (whether directly, contingently or otherwise) any indebtedness for borrowed money or evidenced by notes, bonds, debentures or similar contracts or instruments, as applicable (other than under that certain Loan and Security Agreement, dated as of October 15, 2020 (as amended, restated, amended and restated or otherwise modified from time to time), by and among Inspirato and East West Bank); or (b) make any loans, advances or capital contributions to, or investments in, any person or entity, other than (I) intercompany loans or capital contributions between the Inspirato and its subsidiaries, and (II) the reimbursement of expenses of employees (or advances to employees relating thereto); |
• | cancel or forgive any indebtedness in excess of $500,000 owed to the Blockers, Inspirato or any subsidiary of Inspirato, as applicable; |
• | commit to making or make or incur any capital commitment or capital expenditure (or series of capital commitments or capital expenditures), other than capital expenditures (x) in the ordinary course of business as contemplated by Inspirato’s capital expenditure budget, (y) capitalized software, or (z) in an amount not to exceed two million dollars ($2,000,000) individually or seven million dollars ($7,000,000) in the aggregate; |
• | enter into, renew, or modify or revise in any material respect any affiliated transactions, other than those that will be terminated at Closing; |
• | (i) lease, exclusively license, assign, transfer, or otherwise dispose of any of its properties or assets (including any intellectual property, but excluding leases of real property and dispositions of obsolete or worthless assets) that are, material to the businesses of the Inspirato (including its subsidiaries), taken as a whole, including any material intellectual property owned by Inspirato or its subsidiaries, except in the ordinary course of business or using Inspirato’s reasonable business judgment; or (ii) sell, assign, transfer, permit to lapse or abandon any intellectual property that is material to Inspirato and its subsidiaries; |
• | adopt or effect a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; |
• | grant or otherwise create or consent to the creation of any lien (other than certain permitted liens) on any of its material tangible assets; |
• | other than as required pursuant to employee benefit plans of Inspirato in effect on the date of the Business Combination Agreement (or adopted or entered into after such date in accordance with the Business Combination Agreement): (i) increase or grant any increase in the compensation or benefits (including severance) of, or grant or provide any change in control, retention, severance, termination payment, sale bonus or similar payments or benefits to any “officer” of Inspirato, as such term is defined in Rule 16a-1(f) of the Exchange Act (a “Section 16 Officer”), or member of the Inspirato Board; (ii) adopt, enter into, amend or terminate any employee benefit plans of Inspirato in which any |
of the Section 16 Officers or members of the Inspirato Board participate (or, if newly adopted, will participate) or which is a broad-based equity compensation or incentive bonus program in which the majority of the employees of the Inspirato or its subsidiaries participate; (iii) hire or terminate (other than for cause) any Section 16 Officer or member of the Inspirato Board; (iv) accelerate the vesting, payment or funding of any compensation or benefit to any Section 16 Officer or member of the Inspirato Board under any of the employee benefit plans of Inspirato; (v) grant any equity or equity-based compensation awards to Section 16 Officers or members of the Inspirato Board; or (vi) grant any bonuses or cash incentive compensation to any Section 16 Officer or member of the Inspirato Board; |
• | waive, release, assign, settle or compromise any proceeding (whether civil, criminal, administrative or investigative) (w) involving payments (exclusive of attorney’s fees) in excess of one million dollars ($1,000,000) in any single instance or in excess of three million dollars ($3,000,000) in the aggregate; (x) granting material injunctive or other equitable remedy; or (y) which imposes any material restrictions on the operations of Inspirato or its subsidiaries; |
• | terminate without replacement or amend in a manner materially detrimental to Inspirato or its subsidiaries, taken as a whole, any insurance policy insuring the business of Inspirato or any of its subsidiaries; |
• | buy, purchase or otherwise acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any assets, securities, properties, interests or businesses, other than (A) inventory and supplies in the ordinary course of business or (B) other assets in an amount not to exceed one million dollars ($1,000,000) individually or five million dollars ($5,000,000) in the aggregate; |
• | negotiate, modify, extend, or enter into any collective bargaining agreement or recognize or certify any labor union, labor organization, works council, or group of employees as the bargaining representative for any employees of Inspirato or its subsidiaries; |
• | enter into any new line of business that is material to the businesses of Inspirato or its subsidiaries, taken as a whole; or |
• | enter into any agreement to do any of the foregoing. |
• | amend or otherwise modify any of its governing documents (including by merger, consolidation or otherwise); |
• | declare, set aside or pay any dividend or make any other distribution other than the payment of cash dividends or cash distributions; |
• | except as may be required by law or U.S. generally accepted accounting principles (including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization), make any material change in the financial accounting methods, principles or practices (or change an annual accounting period); |
• | make, change or revoke any material election relating to taxes, enter into any agreement, settlement or compromise with any taxing authority relating to any material tax matter, file any material amended tax return, fail to timely file (taking into account valid extensions) any tax return required to be filed, fail to pay any amount of tax as it becomes due (taking into account valid extensions), adopt or change a material method of tax accounting or tax accounting period, consent to any extension or waiver of the statutory period of limitations applicable to any tax or tax return other than any such extension or waiver obtained in the ordinary course of business, or enter into any tax sharing agreement (other than in the Inspirato LLCA (and any amendments thereto) or a tax sharing agreement that is a written contract entered into in the ordinary course of business of which the principal subject matter is not tax); |
• | split, combine, redeem or reclassify, or purchase or otherwise acquire, any of its membership or limited liability company interests, shares of its capital stock or any other ownership interests, as applicable; |
• | issue or sell, or authorize to issue or sell, any membership or limited liability company interests, shares of its capital stock or any other ownership interests, as applicable, or issue or sell, or authorize to issue or sell, any securities convertible into or exchangeable for, or options, warrants or rights to purchase or subscribe for, or enter into any contract with respect to the issuance or sale of, any shares of its membership interests, capital stock or any other ownership interests; |
• | (A) incur, assume, guarantee or otherwise become liable or responsible for any Blocker Indebtedness (other than with respect to taxes); or (B) make any loans, advances or capital contributions to, or investments in, any person or entity; |
• | adopt or effect a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; |
• | enter into, renew, or modify or revise in any material respect any contract with any interested party; |
• | grant or otherwise create or consent to the creation of any lien (other than certain permitted liens) on any of its tangible assets; |
• | sell, lease, exclusively license, assign, transfer, or otherwise dispose of any of its properties or assets; |
• | take any action to incur any liability, other than liabilities which are de minimis; |
• | take any action, directly or indirectly, take any action or fail to take any action that would render inaccurate or untrue any of the representations and warranties of the Blockers in the Business Combination Agreement, or take any action or fail to take any action that would be reasonably expected to prevent, or materially delay or materially impair, the consummation of the Blocker Mergers or transactions contemplated by the Business Combination Agreement; or |
• | enter into any agreement to do any of the foregoing. |
• | amend, supplement, restate or otherwise modify any of its governing documents or the Trust Agreement (or any other agreement relating to the Trust Account), or form or establish any other subsidiary; |
• | except as may be required by law or U.S. generally accepted accounting principles (including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization), make any material change in the financial accounting methods, principles or practices (or change an annual accounting period); |
• | withdraw any of the Trust Amount, other than as permitted by the Thayer’s governing documents or the Trust Agreement; |
• | other than in connection with the redemption of Public Shares and in connection with the PIPE or other permitted equity subscription agreements, issue or sell, or authorize to issue or sell, any Equity Interests, or issue or sell, or authorize to issue or sell, any securities convertible into or exchangeable for, or options, warrants, stock appreciation rights or rights to purchase or subscribe for, or enter into any contract with respect to the issuance or sale of, any Equity Interests of Thayer or the Merger Subs; |
• | make, change or revoke any material election relating to taxes other than in the ordinary course of business consistent with past practices, enter into any agreement, settlement or compromise with any taxing authority relating to any material tax matter, file any material amended tax return, fail to timely file (taking into account valid extensions) any material tax return required to be filed, fail to pay any |
material amount of tax as it becomes due (taking into account valid extensions), adopt or change a material method of tax accounting or tax accounting period, consent to any extension or waiver of the statutory period of limitations applicable to any tax or tax return other than any such extension or waiver obtained in the ordinary course of business, or enter into any tax sharing agreement (other than in the A&R Inspirato LLCA or a contract entered into in the ordinary course of business of which the principal subject matter is not tax), except, in each case, for actions expressly contemplated by the Business Combination Agreement; |
• | other than in connection with the redemption of Public Shares, (A) declare, set aside or pay any dividend or make any other distribution or return of capital (whether in cash or in kind) in respect of its capital stock or other equity interests, or offer to repurchase, redeem or otherwise acquire any of its outstanding capital stock or other equity interests, or (B) authorize, recommend, propose or announce an intention to adopt, or otherwise effect, a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction involving Thayer or any Merger Sub; |
• | split, combine, redeem (other than in connection with the redemption of Public Shares) or reclassify (other than a conversion of Thayer Class B Common Stock into Thayer Class A Common Stock pursuant to Thayer’s governing documents) any of its Equity Interests; |
• | incur, assume, guarantee or otherwise become liable or responsible for (whether directly, contingently or otherwise) any indebtedness (as such term is defined in the Business Combination Agreement), issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt, other than indebtedness for borrowed money incurred in order to finance working capital needs in the ordinary course of business, in an amount not to exceed $2,500,000, in the aggregate, and which amounts will be repaid from the Trust Account on the Closing Date; (y) make any loans, advances or capital contributions to, or investments in, any person or entity or (z) amend or modify any indebtedness; |
• | commit to making or make or incur any capital commitment or capital expenditure (or series of capital commitments or capital expenditures); |
• | enter into, terminate, amend or otherwise modify any transaction or contract with the Sponsor or any of its affiliates including, without limitation, for the payment of finder’s fees, consulting fees, monies in respect of any payment of a loan or other compensation paid by Thayer to the Sponsor, Thayer’s officers or directors, or any affiliate of the Sponsor or Thayer’s officers, for services rendered prior to, or for any services rendered in connection with, the consummation of the transactions contemplated hereby; |
• | waive, release, assign, settle or compromise any pending or threatened proceeding or compromise or settle any liability; |
• | buy, purchase or otherwise acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any material portion of assets, securities, properties, interests or businesses of any person or entity or enter into any strategic joint ventures, partnerships or alliances with any other person or entity; |
• | Other than in the ordinary course of business make any loans, advances or capital contributions to, or investments in, any other person or entity (including to any of its officers, directors, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such person or entity, or enter into any “keep well” or similar agreement to maintain the financial condition of any other person or entity; |
• | Create any material liens (other than certain permitted liens) on any material property or assets of Thayer or any Merger Sub; |
• | enter into any contract with any broker, finder, investment banker or other person or entity under which such person or entity is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the Business Combination Agreement; |
• | enter into any new line of business or otherwise incur any liabilities, other than liabilities arising from the Business Combination Agreement and the transactions contemplated hereby; or |
• | enter into any agreement to do any of the foregoing. |
• | the parties’ use of reasonable best efforts to consummate the Business Combination; |
• | Thayer’s obligation to effect the redemption of Public Shares; |
• | Thayer’s obligation to use reasonable best efforts to cause Thayer to remain listed as a public company on Nasdaq; |
• | Thayer’s obligation to use reasonable best efforts to continue to qualify as an “emerging growth company” within the meaning of the JOBS Act; |
• | Thayer’s obligation to use reasonable best efforts to keep current and timely file all reports required to be filed or furnished with the SEC and otherwise comply in all material respects with it reporting obligations under applicable securities laws; |
• | Thayer’s obligation to approve the 2021 Plan and the ESPP; |
• | the protection of confidential information of the parties; |
• | reasonable access to information of the parties; |
• | notification of certain matters that would cause or would reasonably be expected to result in a failure of the conditions to (i) the obligations of each party to consummate the transactions contemplated by the Business Combination Agreement or (ii) the obligations of Thayer and the Merger Subs to consummate the transactions contemplated by the Business Combination Agreement; |
• | the preparation and filing of the notification required under the HSR Act and similar laws in connection with the Business Combination; |
• | Inspirato’s obligation to use reasonable best efforts to obtain the Written Consent and the Blocker Written Consent; |
• | press releases and other filings with the SEC in connection with the transactions contemplated by the Business Combination Agreement; |
• | Thayer’s obligation to file this proxy statement/prospectus; |
• | the parties’ obligations to pay their own costs and expenses in connection with the Business Combination Agreement and other ancillary agreements; |
• | Thayer’s obligation to indemnify the officers and directors of Inspirato following the Closing and to obtain policies of directors’ and officer’ liability insurance for a period of six (6) years following the Closing; |
• | Thayer’s obligation to establish the Thayer Board in accordance with the Registration Rights Agreement; |
• | Thayer’s obligations with respect to the Subscription Agreements and other permitted equity financings by Thayer prior to the Closing; |
• | Inspirato’s and the Blockers’ obligations to terminate certain affiliate agreements; |
• | the parties’ obligations to use reasonable best efforts not to solicit, initiate or knowingly take any action to facilitate or encourage competing offers or proposals for a business combination other than the Business Combination; and |
• | Sponsor’s obligation to forfeit 1,500,000 shares of Thayer Class B Common Stock. |
• | the waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated by the Business Combination Agreement under the HSR Act shall have expired or been terminated; |
• | no governmental entity shall have enacted, issued, promulgated, enforced or entered any law or order which is then in effect and has the effect of making the transactions contemplated by the Business Combination Agreement, including the Mergers, illegal or otherwise enjoining or prohibiting consummation of the transactions contemplated by the Business Combination Agreement, including the Mergers; |
• | the adoption and approval of the Business Combination Proposal, the Charter Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Nasdaq Proposals by the stockholders of Thayer; |
• | the Written Consent shall have been obtained; |
• | This proxy statement/prospectus shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC that remains in effect with respect to this proxy statement/prospectus, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC that remains pending; |
• | Thayer has at least $5,000,001 of net tangible assets after giving effect to any redemptions by Thayer’s stockholders; |
• | the representations and warranties of Inspirato (together with its subsidiaries) with respect to organization, authority, enforceability of the Business Combination Agreement, non-contravention of organizational documents, capitalization, the absence of a Company Material Adverse Effect, and brokerage, without giving effect to any materiality or Company Material Adverse Effect qualifiers contained therein (other than in respect of the defined term “Material Contract”), are true and correct in all material respects as of the Closing Date as though then made (or if such representations and warranties relate to a specific date, such representations and warranties shall be true and correct in all material respects as of such date; |
• | each other representation and warranty of Inspirato (together with its subsidiaries) without giving effect to any materiality or Company Material Adverse Effect qualifiers contained therein (other than in |
respect of the defined term “Material Contract”), shall be true and correct as of the Closing Date as though then made (or if such representations and warranties relate to a specific date, such representations and warranties shall be true and correct as of such date), except in each case, to the extent such failure of the representations and warranties to be so true and correct, when taken as a whole, have not had and would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect; |
• | Inspirato will have performed or complied with, in all material respects, each of the covenants and agreements of Inspirato to be performed or complied with on or before the Closing; |
• | there will have been no Company Material Adverse Effect that is continuing; |
• | Inspirato will have delivered to Thayer a duly executed certificate from an authorized person of Inspirato certifying that the foregoing conditions have been satisfied with respect to Inspirato; and |
• | Inspirato will have delivered to Thayer a counterpart signature page to the A&R Inspirato LLCA, duly executed by Inspirato. |
• | the representations and warranties of the Blocker party to such Blocker Merger, without giving effect to any materiality or Material Adverse Effect qualifiers contained therein, shall be true and correct as of the Closing Date as though then made (or if such representations and warranties relate to a specific date, such representations and warranties shall be true and correct as of such date), except in each case, to the extent such failure of the representations and warranties to be so true and correct, when taken as a whole, have not had and would not be reasonably likely to have, individually or in the aggregate, a material adverse effect on the Blocker’s ability to consummate the Blocker Merger; |
• | the respective covenants and agreements of the Blocker party to such Blocker Merger to be performed or complied with on or before the Closing shall have been performed in all material respects; and |
• | the Blocker party to such Blocker Merger will have delivered to Thayer a duly executed certificate from an authorized person of the Blocker certifying that the foregoing conditions have been satisfied with respect to such Blocker. |
• | the representations and warranties of Thayer with respect to organization, authority, enforceability of the Business Combination Agreement, non-contravention of organizational documents, capitalization and brokerage, in each case, without giving effect to any materiality or Material Adverse Effect qualifiers contained therein, shall be true and correct in all material respects as of the Closing Date as though then made (or if such representations and warranties relate to a specific date, such representations and warranties shall be true and correct in all material respects as of such date); |
• | each other representation and warranty of Thayer, in each case, without giving effect to any materiality or Material Adverse Effect qualifiers contained therein, shall be true and correct as of the Closing Date as though then made (or if such representations and warranties relate to a specific date, such representations and warranties shall be true and correct as of such date), except, in each case, to the extent such failure of the representations and warranties to be so true and correct when taken as a whole, have not had and would not be reasonably likely to have, individually or in the aggregate, a material adverse effect on Thayer’s ability to consummate the transactions contemplated by the Business Combination Agreement; |
• | the covenants and agreements of Thayer and Merger Subs to be performed or complied with on or before the Closing will have been performed in all material respects; |
• | the aggregate amount equal to (a) cash in the Trust Account (after reduction for the aggregate amount of payments required to be made in connection with the redemption of Public Shares), plus (b) proceeds from the PIPE actually received by Thayer, will be equal to or greater than $140 million; |
• | Thayer will deliver to Inspirato a duly executed certificate from a director or an officer of Thayer certifying that the foregoing conditions have been satisfied; |
• | Combined Company Class A Common Stock to be issued in connection with the transactions contemplated by the Business Combination Agreement, including (i) in the Blocker Mergers and (ii) upon exchange, pursuant to the A&R Inspirato LLCA, of all New Common Units issued in the Company Merger, shall have been approved for listing on Nasdaq; |
• | Thayer will have delivered to Inspirato counterpart signature pages to the A&R Inspirato LLCA and the Tax Receivable Agreement duly executed by Thayer, and counterpart signature pages to the Registration Rights Agreement duly executed by Thayer and the Sponsor; |
• | as of immediately following the Closing, the Thayer Board shall consist of the number of directors, and be comprised of the individuals as set forth in the Registration Rights Agreement; |
• | the Sponsor Side Letter shall be in full force and effect and no Sponsor shall be in breach thereof or shall have failed to perform thereunder; |
• | The Proposed Certificate of Incorporation shall have been filed with the Secretary of State of the State of Delaware and Thayer shall have adopted the Proposed Bylaws. |
• | Thayer will have completed the redemption of Public Shares in accordance with the terms of the Business Combination Agreement, Existing Thayer Certificate of Incorporation and the Existing Thayer Bylaws, the Trust Agreement and this prospectus/proxy statement; and |
• | Thayer will have made all necessary and appropriate arrangements with the Trustee to have all of the remaining funds from the Trust Account available to Inspirato immediately following the Closing. |
• | by the mutual written consent of Thayer and Inspirato; |
• | by either Thayer or Inspirato by written notice to the other party if any governmental entity has enacted any law which has become final and non-appealable and has the effect of making the consummation of the transactions contemplated by the Business Combination Agreement illegal or any final, non-appealable order is in effect permanently preventing the consummation of the transactions contemplated by the Business Combination Agreement; provided, however, that the right to terminate will not be available to any party whose breach of any representation, warranty, covenant or agreement contained in the Business Combination Agreement results in or causes such final, non-appealable order or other action; |
• | by either Thayer or Inspirato by written notice to the other if the consummation of the transactions contemplated hereby shall not have occurred on or before 11:59 PM (pacific time) on December 30, 2021 (the “Outside Date”); provided, that if certain conditions to Closing have not been satisfied by the Outside Date, Inspirato may, upon written notice to Thayer prior to the Outside Date, extend the Outside Date for an additional 90 days; provided, further, that the right to terminate the Business Combination Agreement shall not be available to any party whose material breach of its representations, warranties, covenants or agreements under the Business Combination Agreement has been a proximate cause of the failure of the Closing to occur on or before such date; |
• | by Inspirato, if Thayer or any Merger Sub breaches in any material respect any of its representations or warranties contained in the Business Combination Agreement or breaches or fails to perform in any material respect any of its covenants contained in the Business Combination Agreement, which breach or failure to perform (i) would render a condition precedent to the Inspirato’s and Blocker’s obligations to consummate the Business Combination not capable of being satisfied and (ii) after the giving of written notice of such breach or failure to perform to Thayer by Inspirato, cannot be cured or has not been cured by the earlier of (x) the Outside Date and (y) thirty (30) business days after receipt of such written notice and Inspirato has not waived in writing such breach or failure; provided, however, that the right to terminate the Business Combination Agreement shall not be available to Inspirato if Inspirato is then in material breach of any representation, warranty, covenant or agreement contained in the Business Combination Agreement; |
• | by Thayer, if Inspirato breaches in any material respect any of its representations or warranties contained in the Business Combination Agreement or Inspirato breaches or fails to perform in any material respect any of its covenants contained in the Business Combination Agreement, which breach or failure to perform (i) would render a condition precedent to Thayer’s or a Merger Sub’s obligations to consummate the Business Combination not capable of being satisfied, and (ii) after the giving of written notice of such breach or failure to perform to Inspirato by Thayer, cannot be cured or has not been cured by the earlier of (x) the Outside Date and (y) thirty (30) business days after the delivery of such written notice (in which case the Outside Date shall automatically be extended until the end of such thirty (30) business day period) and Thayer has not waived in writing such breach or failure; provided, however, that the right to terminate the Business Combination Agreement shall not be available to Thayer if Thayer or any Merger Sub is then in material breach of any representation, warranty, covenant or agreement contained herein; provided, that if any Blocker breaches in any material respect any of its representations or warranties contained in the Business Combination Agreement or any Blocker breaches or fails to perform in any material respect any of its covenants contained in the Business Combination Agreement, such Blocker shall be treated as a Flow-Through Seller in connection with the Business Combination; |
• | by either Inspirato or Thayer, if the Required Proposals are not approved by the stockholders of Thayer (including any adjournment or recess of the meeting); or |
• | by Thayer if the Written Consent shall not have been obtained and delivered to Thayer on or prior to 11:59 PM (pacific time) on the fifth (5th) business day following the date that this prospectus/proxy statement becomes effective; provided, however, that this termination rights shall expire and Thayer shall not be entitled to terminate the Business Combination Agreement upon such time as Inspirato delivers the Written Consent to Thayer. |
• | our sponsor, founders, officers or directors; |
• | financial institutions or financial services entities; |
• | broker-dealers; |
• | governments or agencies or instrumentalities thereof; |
• | regulated investment companies; |
• | real estate investment trusts; |
• | expatriates or former long-term residents of the U.S.; |
• | insurance companies; |
• | dealers or traders subject to a mark-to-market method |
• | “controlled foreign corporations,” “passive foreign investment companies” and corporations that accumulate earnings to avoid U.S. federal income tax; |
• | persons holding the securities as part of a “straddle,” hedge, integrated transaction or similar transaction; |
• | U.S. holders (as defined below) whose functional currency is not the U.S. dollar; |
• | partnerships or other pass-through entities for U.S. federal income tax purposes and any beneficial owners of such entities; and |
• | tax-exempt entities. |
• | an individual who is a citizen or resident of the U.S.; |
• | a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized in or under the laws of the U.S., any state thereof or the District of Columbia; |
• | an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or |
• | a trust, if (i) a court within the U.S. is able to exercise primary supervision over the administration of the trust and one or more U.S. persons (as defined in the Code) have authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under Treasury regulations to be treated as a U.S. person. |
• | A non-resident alien individual: |
• | A foreign corporation; or |
• | An estate or trust that is not a U.S. holder; |
• | the gain is effectively connected with the conduct of a trade or business by the Non-U.S. holder within the U.S. (and, under certain income tax treaties, is attributable to a U.S. permanent establishment or fixed base maintained by the Non-U.S. holder); or |
• | we are or have been a “U.S. real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of the redemption or the period that the Non-U.S. holder held the Public Shares, and, in the case where Thayer Class A Common Stock is regularly traded on an established securities market, the Non-U.S. holder has owned, directly or constructively, more than 5% of the Thayer Class A Common Stock at any time within such period. There can be no assurance that Thayer Class A Common Stock will be treated as regularly traded on an established securities market for this purpose. |
• | A U.S. holder will recognize gain, but not loss, upon the exchange of Blocker Equity Interests for the Per Share Blocker Merger Consideration pursuant to the Business Combination. The amount of gain recognized will equal the lesser of (i) the amount of cash received by the U.S. holder in connection with the Blocker Merger (other than any cash taxable as imputed interest, as described below in the section titled “— Imputed Interest non-cash consideration over (ii) the U.S. holder’s tax basis of the Blocker Equity Interests surrendered in the exchange. For this purpose, a U.S. holder must calculate gain or loss separately for each identifiable block of Blocker Equity Interests that a U.S. holder surrenders in the Blocker Merger. Because losses are not permitted to be recognized in a reorganization, a U.S. holder of Blocker Equity Interests cannot offset a loss realized on one block of those interests against a gain recognized on another block of those interests. |
• | Any gain recognized will be long-term capital gain if the Blocker Equity Interests exchanged have been held for more than one year as of the date of the Blocker Merger. Under current law, long-term capital gains are taxed at a reduced U.S. federal income tax rate for non-corporate taxpayers. Short-term capital gains are taxed at ordinary income rates. |
• | A holder’s aggregate tax basis for the shares of Combined Company Class A Common Stock received in the Blocker Merger will equal the holder’s aggregate tax basis in the shares of Blocker Equity Interests surrendered in the Blocker Merger, increased by any gain recognized in the Blocker Merger, and decreased by the amount of any cash consideration received. |
• | The holding period of the shares of Combined Company Class A Common Stock received in the Blocker Merger will include the holding period of the Blocker Equity Interests surrendered in exchange therefor. |
• | the gain is effectively connected with the conduct of a trade or business by the Non-U.S. holder within the U.S. (and, under certain income tax treaties, is attributable to a U.S. permanent establishment or fixed base maintained by the Non-U.S. holder); or |
• | the applicable Blocker is or has been a “U.S. real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the Closing Date or the period that the Non-U.S. holder held the Blocker Equity Interests. |
Existing Thayer Certificate of Incorporation |
Proposed Certificate of Incorporation | |||
Name Change |
Thayer’s current name is Thayer Ventures Acquisition Corporation. | Under the Proposed Certificate of Incorporation, Thayer will change its name to Inspirato Incorporated. | ||
Purpose |
The Existing Thayer Certificate of Incorporation provides that the purpose of Thayer shall be to engage in any lawful act or activity for which corporations may be organized under the DGCL. In addition to the powers and privileges conferred upon Thayer by law and those incidental thereto, Thayer shall possess and may exercise all the powers and privileges that are necessary or convenient to the conduct, promotion or attainment of the business or purposes of Thayer including, but not limited to, “its initial business combination” involving Thayer and one or more businesses. | The Proposed Certificate of Incorporation will provide that the purpose of the Combined Company shall be to engage in any lawful act or activity for which a corporation may be organized under the DGCL. |
Existing Thayer Certificate of Incorporation |
Proposed Certificate of Incorporation | |||
Authorized Shares of Common Stock |
The Existing Thayer Certificate of Incorporation authorizes the issuance of up to 100,000,000 shares of Thayer Class A Common Stock, par value $0.0001 per share, and 10,000,000 shares of Thayer Class B Common Stock, par value $0.0001 per share. | The Proposed Certificate of Incorporation will authorize the issuance of up to 1,000,000,000 shares of Combined Company Class A Common Stock, par value $0.0001 per share, and 500,000,000 shares of Combined Company Class V Common Stock, par value $0.0001 per share. | ||
Blank Check Preferred Stock |
The Existing Thayer Certificate of Incorporation authorizes the issuance of up to 1,000,000 shares of “blank check” preferred stock, par value $0.0001 per share. | The Proposed Certificate of Incorporation will authorize the issuance of up to 100,000,000 shares of “blank check” preferred stock, par value $0.0001 per share, the rights, preferences and privileges of which may be designated from time to time by the PubCo Board. | ||
Classified Board |
The Existing Thayer Certificate of Incorporation provides for three classes of directors, with the term for Class I directors expiring at the first annual meeting of the stockholders, the term for Class II directors expiring at the second annual meeting of the stockholders and the term for Class III directors expiring at the third annual meeting of the stockholders, in each case following the effectiveness of the Existing Thayer Certificate. | The Proposed Certificate of Incorporation will provide for three classes of directors, with the term for Class I directors expiring at the first annual meeting of the stockholders following the Effective Time, the term for Class II directors expiring at the second annual meeting of the stockholders following the Effective Time and the term for Class III directors expiring at the third annual meeting of the stockholders following the Effective Time. | ||
Actions by Stockholders Amendment |
The Existing Thayer Certificate of Incorporation provides that no action shall be taken by the stockholders except at a duly called annual or special meeting of stockholders, and no action shall be taken by the stockholders by written consent other than with respect to Thayer Class B Common Stock. | The Proposed Certificate of Incorporation will provide that no action shall be taken by the stockholders except at an annual or special meeting of stockholders called in accordance with the bylaws, and no action shall be taken by the stockholders by written consent. | ||
Corporate Opportunity Amendment |
The Existing Thayer Certificate of Incorporation limits the application of the doctrine of corporate opportunity under certain circumstances. | The Proposed Certificate of Incorporation will provide that the Combined Company will renounce any interest or expectancy in any business opportunity, transaction or other matter in which a Specified Party (as defined therein) participates or desires or seeks to participate, to the fullest extent permitted by |
Existing Thayer Certificate of Incorporation |
Proposed Certificate of Incorporation | |||
applicable law, subject to certain exceptions | ||||
Bylaws Amendment |
The Existing Thayer Certificate of Incorporation provides that any amendment to Thayer’s bylaws requires the affirmative vote of either a majority of the board of directors or the affirmative vote of the holders of at least a majority of all then outstanding shares of Thayer’s capital stock entitled to vote generally in the election of directors, voting together as a single class, provided that no bylaws adopted by Thayer’s stockholders shall invalidate any prior act of the board of directors that would have been valid if such bylaws had not been adopted. | The Proposed Certificate of Incorporation will provide that any amendment to the Combined Company’s bylaws will require the approval of either the PubCo Board or the holders of at least 66 2/3% of the Combined Company’s then- outstanding shares of capital stock entitled to vote in an election of directors, voting together as a single class. | ||
Charter Amendment |
Prior to an “initial business combination”, the Existing Thayer Certificate of Incorporation provides that any amendment to the business combination provisions of the Existing Thayer Certificate of Incorporation will require the approval of the holders of at least 65% of all then outstanding shares of common stock. | The Proposed Certificate of Incorporation will provide that any amendment to certain provisions of the Proposed Certificate of Incorporation will require the approval of the holders of at least 66 2/3% of the Combined Company’s then-outstanding shares of capital stock entitled to vote in an election of directors, voting together as a single class. |
Existing Thayer Certificate of Incorporation |
Proposed Certificate of Incorporation | |||
Proposal No. 3A - Name Change |
Thayer’s current name is Thayer Ventures Acquisition Corporation. | Under the Proposed Certificate of Incorporation, Thayer will change its name to Inspirato Incorporated. | ||
Proposal No. 3B - Authorized Shares of Common Stock |
The Existing Thayer Certificate of Incorporation authorizes the issuance of up to 100,000,000 shares of Thayer Class A Common Stock, par value $0.0001 per share, and 10,000,000 shares of Thayer Class B Common Stock, par value $0.0001 per share. | The Proposed Certificate of Incorporation will authorize the issuance of up to 1,000,000,000 shares of Combined Company Class A Common Stock, par value $0.0001 per share, and 500,000,000 shares of Combined Company Class V Common Stock, par value $0.0001 per share. | ||
Proposal No. 3C - Actions by Stockholders Amendment |
The Existing Thayer Certificate of Incorporation provides that no action shall be taken by the stockholders except at a duly called annual or special meeting of stockholders, and no action shall be taken by the stockholders by written consent other than with respect to Thayer Class B Common Stock. | The Proposed Certificate of Incorporation will provide that no action shall be taken by the stockholders except at an annual or special meeting of stockholders called in accordance with the bylaws, and no action shall be taken by the stockholders by written consent. | ||
Proposal No. 3D - Corporate Opportunity Amendment |
The Existing Thayer Certificate of Incorporation limits the application of the doctrine of corporate opportunity under certain circumstances. | The Proposed Certificate of Incorporation will provide that the Combined Company will renounce any interest or expectancy in any business opportunity, transaction or other matter in which a Specified Party (as defined therein) participates or desires or seeks to participate, to the fullest extent permitted by applicable law, subject to certain exceptions |
Existing Thayer Certificate of Incorporation |
Proposed Certificate of Incorporation | |||
Proposal No. 3E - Bylaws Amendment |
The Existing Thayer Certificate of Incorporation provides that any amendment to Thayer’s bylaws requires the affirmative vote of either a majority of the board of directors or the affirmative vote of the holders of at least a majority of all then outstanding shares of Thayer’s capital stock entitled to vote generally in the election of directors, voting together as a single class, provided that no bylaws adopted by Thayer’s stockholders shall invalidate any prior act of the board of directors that would have been valid if such bylaws had not been adopted. | The Proposed Certificate of Incorporation will provide that any amendment to the Combined Company’s bylaws will require the approval of either the PubCo Board or the holders of at least 66 2/3% of the Combined Company’s then- outstanding shares of capital stock entitled to vote in an election of directors, voting together as a single class. | ||
Proposal No. 3F - Classified Board |
The Existing Thayer Certificate of Incorporation provides for three classes of directors, with the term for Class I directors expiring at the first annual meeting of the stockholders, the term for Class II directors expiring at the second annual meeting of the stockholders and the term for Class III directors expiring at the third annual meeting of the stockholders. | The Proposed Certificate of Incorporation will provide for three classes of directors, with the term for Class I directors expiring at the first annual meeting of the stockholders following the Effective Time, the term for Class II directors expiring at the second annual meeting of the stockholders following the Effective Time and the term for Class III directors expiring at the third annual meeting of the stockholders following the Effective Time. | ||
Proposal No. 3G - Charter Amendment |
Prior to an “initial business combination”, the Existing Thayer Certificate of Incorporation provides that any amendment to the business combination provisions of the Existing Thayer Certificate of Incorporation will require the approval of the holders of at least 65% of all then outstanding shares of common stock. | The Proposed Certificate of Incorporation will provide that any amendment to certain provisions of the Proposed Certificate of Incorporation will require the approval of the holders of at least 66 2/3% of the Combined Company’s then-outstanding shares of capital stock entitled to vote in an election of directors, voting together as a single class. |
• | The 2021 Plan will continue until terminated by the Combined Company’s Board or the Combined Company’s compensation committee, but (i) no incentive stock options may be granted after ten (10) years from the earlier of the Thayer Board or stockholder approval of the 2021 Plan and (ii) the 2021 Plan’s automatic share reserve increase (as described below) will operate only until the tenth (10th) anniversary of the earlier of the Combined Company’s Board or stockholder approval of the 2021 Plan. |
• | The 2021 Plan provides for the grant of stock options, both incentive stock options and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards. |
• | 15,900,000 shares of the Combined Company’s Class A Common Stock will be authorized for issuance pursuant to awards under the 2021 Plan, plus 7,650,684 additional shares of the Combined Company’s Class A Common Stock that may become available for issuance as a result of recycling of assumed awards under the 2012 Plan, as described in the section titled “ Inspirato’s Executive Compensation |
• | The 2021 Plan provides for an automatic share reserve increase feature, whereby the share reserve will automatically be increased on the first day of each fiscal year beginning with the 2022 fiscal year, in an amount equal to the least of (i) 19,900,000 shares, (ii) 5% of the total number of shares of all classes of the Combined Company’s Common Stock outstanding on the last day of the immediately preceding fiscal year, and (iii) a lesser number of shares as determined by the administrator. |
• | The 2021 Plan will be administered by the Combined Company’s Board or, if designated by the PubCo Board, the Combined Company’s compensation committee. |
• | 19,900,000 shares of the Combined Company’s Class A Common Stock; |
• | 5% of the total number of shares of all classes of the Combined Company’s common stock as of the last day of our immediately preceding fiscal year; and |
• | such lesser amount determined by the administrator. |
• | 4,000,000 shares of the Combined Company’s Class A Common Stock; |
• | 1% of the total number of shares of all classes of the Combined Company’s Common Stock as of the last day of our immediately preceding fiscal year; and |
• | such lesser amount determined by the administrator. |
• | immediately after the grant would own capital stock and/or hold outstanding options to purchase such stock possessing 5% or more of the total combined voting power or value of all classes of capital stock of the Combined Company or of any parent or subsidiary of the Combined Company; or |
• | holds rights to purchase shares under all employee stock purchase plans of the Combined Company or any parent or subsidiary of the Combined Company that accrue at a rate that exceeds $25,000 worth of shares for each calendar year in which such rights are outstanding at any time. |
• | The issuance of up to shares of Combined Company Class A Common Stock to holders of Inspirato Units, which assumes the redemption of all outstanding Public Shares, $ of Distributed Cash Amount and that Inspirato does not issue any additional equity securities prior to the Mergers, and includes shares of Combined Company Class A Common Stock that may be issuable pursuant to exercise of Assumed Inspirato Options and Thayer Warrants; and |
• | The issuance of 10,000,000 shares of Thayer Class A Common Stock to the PIPE Subscribers, which will be consummated concurrently with the Closing. |
• | Inconsistent quality of accommodations. |
• | Inconsistent quality of service. |
• | Anxiety regarding nightly rate value. |
• | Frustration with unclear and undisclosed fees. |
• | Concern over exposure to other travelers with COVID-19. COVID-19 pandemic are expected to continue through the remainder of 2021 and will likely continue to be a consideration for travelers in 2022. A leading consultancy reported that overall exposure to other travelers is one of |
• | Certainty of luxury accommodations. |
• | Certainty of high-quality personalized service. pre-trip itinerary planning, on-site concierge service, and daily housekeeping. In particular, our on-site staff are available to our subscribers to assist with their needs during their stay, to ensure we provide the level of confidence and assurance that luxury travelers expect. |
• | Confidence with regard to value. |
• | Simple, transparent fee structure. per-trip taxes, resort fees, and other add-on charges imposed by certain hotels. This provides them with predictability and certainty regarding their travel costs and spares them the frustration of encountering unclear or undisclosed fees. |
• | Safe, private luxury residences. COVID-19 pandemic, we instituted heightened housekeeping standards to help ensure our homes are clean and safe, which we see as a critical near-term differentiator. |
• | Spoilage due to inability to discount hotel rooms. |
• | Unpredictable booking income. |
• | Less profitable guests booking through traditional opaque and “flash sale” channels. on-property on food and beverage, golf, spa services, and other profit centers. |
• | Hassle of dealing with rental property guest logistics. |
• | Hassle and expense of maintaining rental properties. |
• | Innovative opaque pricing model to reduce spoilage |
• | More predictable revenue. |
• | Affluent subscribers with higher propensity for on-site spend. in-residence with our hotel partners. |
• | Inspirato handles all rental property guest logistics |
• | Worry-free property management and asset appreciation. pro-active inspections and maintenance, as well as daily housekeeping when guests are in-residence and regularly scheduled “deep cleans” to help minimize wear-and-tear |
• | Up to nine bedrooms |
• | Fully equipped kitchens fit for a gourmet chef |
• | Spacious gathering areas to entertain family and friends |
• | On-site amenities including private pools, hot tubs, theater rooms, and expansive private outdoor space |
• | Luxury furnishings and design |
• | Desirable locations with attractive views, often within or adjacent to top resorts |
• | Easy access to amenities like golf, spa, fitness, and fine dining |
• | We carefully choose new destinations, accommodations, and experiences based on market trends, booking results, subscriber feedback, and other factors to align our additions with demand. |
• | We only seek to partner with hotels and resorts that align well with the Inspirato luxury hospitality brand and offer service commensurate with our own, to ensure that every trip booked through our platform meets or exceeds our subscribers’ expectations. |
• | We engage best-in-class |
• | Leases that provide for predictable fixed rental income regardless of bookings. |
• | Flexible owner usage plans with Inspirato’s luxury hospitality services like daily housekeeping and onsite concierge to make it easy to enjoy their new home with family and friends. |
• | 24/7 expert property management, including everything from marketing and booking to guest service, housekeeping, bill payment, and maintenance. |
• | Pro-active planning and improvements to help maximize property value. |
• | A complimentary Inspirato Club subscription, with members-only rates for travel throughout Inspirato’s growing portfolio of luxury vacation homes. |
• | Onboarding and Engagement. |
• | The Booking Journey. re-scheduling requests. One of the most important and value-add services we provide at this stage is pro-actively keeping our subscribers informed about developments at their destination that may impact their experience, whether it is on-site construction, hurricane or other inclement weather forecasts, or changing COVID-19 requirements. As each trip approaches, our Care team coordinates with our on-site concierge staff and partners to share the subscriber’s information and expectations. |
• | Trip Planning and In-Residence Service. |
request) and review the trip itinerary. In addition, they provide grocery service in our residences to ensure a well-stocked refrigerator and pantry upon arrival and coordinate daily housekeeping service at no extra charge. They also check-in with each subscriber while in-residence to handle itinerary changes and are available to assist in the event of unexpected issues with the home or other emergencies. |
• | Additional Services. |
• | Travel Services. six-month Wheels-Up Core Membership after six subscription payments. At the end of the complimentary membership, they may join Wheels Up with no initiation fee by paying the applicable annual dues. |
• | In-Residence Benefits. |
• | Managed and Controlled Residential Inventory. |
• | Rate and Calendar Control. |
• | Control Over Bookings and Property Maintenance. |
• | Flexible Cost Structure. |
• | Expert Sales and Service Teams. |
• | Predictable Subscription Revenue. |
• | Multiple Customer Journeys. in-residence, checkout, and post-trip feedback. We also engage with them through a parallel renewal journey, pro-actively marketing booking promotions, subscriber benefits, upgrade opportunities, and other aspects of our value proposition to maximize retention. We believe our deep involvement in these twin customer journeys gives us greater influence and impact over their customer experience than luxury hospitality companies that do not utilize our service approach or a subscription platform. |
• | Trusted Luxury Brand, Proprietary Database . one-of-a-kind |
• | Network Effect. |
improves the value proposition for subscribers by giving them access to more exceptional luxury vacation options. |
• | Expand our portfolio of rental properties. |
• | Expand our portfolio of hotel and resort partners. |
• | Invest in platform innovation. |
• | Expand subscription offerings to new price points. net-worth individuals. We believe we will also have an opportunity to offer additional subscription offerings at different price points to serve different categories of travelers in our demand TAM in the future. |
• | Form partnerships to enhance offerings . |
• | Expand to adjacent industries. |
• | Build corporate partnerships. non-subscribers to our platform with limited marketing spend. |
• | Powerful Flywheel Dynamic. |
• | Greater efficiency, higher occupancy, improved economic utilization, and increased nightly rates; |
• | Lower inventory cost, lower subscriber acquisition cost, and increased volume with captive, zero cost demand; and |
• | Enhanced service offerings and higher customer retention and engagement. |
• | A content strategy to educate subscribers about the destinations and accommodations within our luxury vacation portfolio. |
• | Recurring trip merchandising campaigns including new property announcements; a weekly discount program called Jaunt; two annual brand promotions offering special value for eligible bookings; and a special event in the first quarter of each year to promote travel over the following Christmas and New Year’s weeks. |
• | Virtual events to educate our subscribers on how to use their Inspirato subscription to achieve their travel goals. |
• | More targeted marketing tactics using data points such as state of residence, last trip booked, next trip booked, last net promoter score, and renewal date to deliver messages to defined subsets of our subscriber base to help drive engagement. |
• | Ongoing personal outreach from our Care team to cultivate personal relationships and understanding of our subscribers’ travel goals, tracked within our CRM. |
• | Brent Handler, Inspirato’s Chief Executive Officer; |
• | David Kallery, Inspirato’s President; and |
• | Web Neighbor, Inspirato’s Chief Financial Officer |
Name and Principal Position |
Year |
Salary |
Bonus |
Profits Interests (1) |
All Other Compensation |
Total |
||||||||||||||||||
Brent Handler Chief Executive Officer |
2020 | $ | 438,000 | — | $ | 450,426 | $32,250 | (2) |
$ | 920,676 | ||||||||||||||
David Kallery President |
2020 | $ | 419,000 | $ | 500,000 | $ | 2,522,049 | $13,406 | (3) |
$ | 3,454,455 | |||||||||||||
Web Neighbor Chief Financial Officer |
2020 | $ | 35,064 | (4) |
$ | 66,667 | $ | 961,581 | $ 1,500 | (5) |
$ | 1,064,812 |
(1) | The amounts in the “Profits Interests” column reflect the aggregate grant date fair value of profits interests granted during 2020 computed in accordance with FASB ASC Topic 718, rather than the amounts paid or realized by the named individual. |
(2) | The amount includes $1,500 for matching contributions under our 401(k) plan and $30,750 for personal use of travel benefits with Inspirato, estimated value charged to members, although such costs exceed the incremental cost to Inspirato of providing such benefits. |
(3) | The amount includes $1,500 for matching contributions under our 401(k) plan, personal use of travel benefits with Inspirato, estimated value charged to members (although such costs exceed the incremental cost to Inspirato of providing such benefits), and the personal use of a club membership that is primarily maintained for business purposes. |
(4) | The amount represents the amounts actually paid to Mr. Neighbor for the period from the commencement of his employment on November 30, 2020 through December 31, 2020. |
(5) | The amount includes $1,500 for matching contributions under our 401(k) plan. |
Name |
Grant Date |
Number of Unvested Profits Interests (#) |
Threshold Price Per Profits Interest ($) |
|||||||||
Brent Handler |
8/11/2020 | 22,980 | (1) |
$ | 25.88 | |||||||
David Kallery |
8/11/2020 | 25,307 | (2) |
$ | 25.88 | |||||||
8/11/2020 | 99,987 | (3) |
$ | 25.88 | ||||||||
Web Neighbor |
12/01/2020 | 63,705 | (4) |
$ | 25.88 |
(1) | One forty-eighth (1/48 th ) of the original profits interest subject to the grant are scheduled to be released from the applicable forfeiture provision therein on each monthly anniversary of January 29, 2019, subject to Mr. Handler’s continuous service with Inspirato (or a subsidiary of Inspirato) through each applicable vesting date. Notwithstanding the foregoing, all outstanding profits interests will vest immediately prior to a “deemed liquidation event” (as defined in Inspirato’s operating agreement). |
(2) | One forty-eighth (1/48 th ) of the original profits interest subject to the grant are scheduled to be released from the applicable forfeiture provision on each monthly anniversary of September 6, 2018, subject to Mr. Kallery’s continuous service with Inspirato (or a subsidiary of Inspirato) through each applicable vesting date. Notwithstanding the foregoing, all outstanding profits interests issued pursuant to the Kallery Interest will vest prior to a “deemed liquidation event” (as defined in Inspirato’s operating agreement). |
(3) | One forty-eighth (1/48 th ) of the original profits interests subject to the grant are scheduled to be released from the applicable forfeiture provision on each monthly anniversary of August 11, 2021, subject to Mr. Kallery’s continuous service to Inspirato (or a subsidiary of Inspirato) through each applicable vesting date. Notwithstanding the foregoing, all outstanding profits interests will vest prior to a “deemed liquidation event” (as defined in Inspirato’s operating agreement). This profits interest was amended on August 6, 2021 to provide that an aggregate of 105,665 profits interests had been released from forfeiture as of that date with the remaining profits interests vesting in equal installments over the next 4 quarters. |
(4) | The profits interests are scheduled to be released from the applicable forfeiture provision in two equal tranches, referred to respectively as the “Initial Neighbor Interest” and the “Delayed Neighbor Interest.” Twenty-five percent (25%) of the profits interests comprising the Initial Neighbor Interest are scheduled to be released from the forfeiture provision therein on the first anniversary of November 30, 2020, and 1/48th of such profits interests are scheduled to vest each month thereafter, subject to Mr. Neighbor’s continuous service with Inspirato (or a subsidiary of Inspirato) through each applicable vesting date. One forty-eighth (1/48 th ) of the profits interests subject to the Delayed Neighbor Interest are scheduled to be released from the forfeiture provision therein each month following the first anniversary of November 30, 2020 subject to Mr. Neighbor’s continuous service with Inspirato (or a subsidiary of Inspirato) through each applicable vesting date. Notwithstanding the foregoing, upon the occurrence of a “deemed liquidation event” (as defined in Inspirato’s operating agreement) prior to November 30, 2021, all outstanding profits interests subject to the Initial Neighbor Interest will immediately vest and all outstanding profits interests subject to the Delayed Neighbor Interest will continue to vest, as described above. Upon the occurrence of a deemed liquidation event which occurs after November 30, 2021, all outstanding profits interests subject to the Initial Neighbor Interest and the Delayed Neighbor Interest will immediately vest. |
• | a lump-sum payment, less applicable withholdings, equal to the sum of 24 months of his annual base salary as in effect immediately prior to such qualifying termination; and |
• | a lump sum payment, less applicable withholdings, equal to the sum of (i) any incentive compensation determined to have been earned in respect of the year preceding the year of termination but not yet paid, and (ii) 200% of his annual bonus as in effect immediately prior to the date of such qualifying termination, prorated based on the number of complete months of service provided to the Company in the year of termination; and |
• | a monthly payment, less applicable withholdings, equal to the estimated cost of premiums for coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or COBRA, for Mr. Handler and his eligible dependents, if any, for 24 months; and |
• | 100% accelerated vesting and exercisability (as applicable) of all outstanding time-based equity awards and extension of the post-termination exercise period for any stock options will be extended for 2 years after the termination of employment; and |
• | Continuation of his entitlement to Inspirato travel benefits. |
• | an amount equal to the sum of 24 months of his annual base salary as in effect immediately prior to such qualifying termination, payable bi-monthly over 24 months in substantially equal installments, less applicable withholdings; and |
• | an amount equal to the sum of (i) any incentive compensation determined to have been earned in respect of the year preceding the year of termination but not yet paid, and (ii) 200% of his annual bonus as in effect immediately prior to the date of such qualifying termination, payable bi-monthly over 24 months in substantially equal installments, less applicable withholdings; and |
• | subject to Mr. Kallery’s copayment of premium amounts at the applicable active employees’ rate and Mr. Kallery’s proper election to receive benefits under COBRA, pay to the group health plan provider, the COBRA provider or Mr. Kallery a monthly payment, for up to 24 months, equal to the monthly employer contribution that Inspirato would have made to provide health insurance to Mr. Kallery if Mr. Kallery had remained employed by Inspirato during such period; and |
• | the post-termination exercise period for any stock options will be extended for up to one year after the termination of employment, and (i) if a change in control (as such term is defined in Mr. Kallery’s employment agreement), occurs prior to, concurrent with, or within three months following Mr. Kallery’s date of termination, 100% accelerated vesting and exercisability (as applicable) of all outstanding time-based equity awards, or (ii) if a change in control has not or does not occur in the circumstances described in (i), 50% accelerated vesting and exercisability (as applicable) of all outstanding time-based equity awards. |
• | an amount equal to the sum of 24 months of his annual base salary as in effect immediately prior to such qualifying termination, payable bi-monthly over 24 months in substantially equal installments, less applicable withholdings; and |
• | an amount equal to the sum of (i) any incentive compensation determined to have been earned in respect of the year preceding the year of termination but not yet paid, and (ii) 200% of his annual bonus as in effect immediately prior to the date of such qualifying termination, payable bi-monthly over 24 months in substantially equal installments, less applicable withholdings; and |
• | subject to Mr. Neighbor’s copayment of premium amounts at the applicable active employees’ rate and Mr. Neighbor’s proper election to receive benefits under COBRA, pay to the group health plan provider, the COBRA provider or Mr. Neighbor a monthly payment, for up to 24 months, equal to the monthly employer contribution that Inspirato would have made to provide health insurance to Mr. Neighbor if Mr. Neighbor had remained employed by Inspirato during such period; and |
• | the post-termination exercise period for any stock options will be extended for up to one year after the termination of employment, and (i) if a change in control (as such term is defined in Mr. Neighbor’s employment agreement), occurs prior to, concurrent with, or within three months following Mr. Neighbor’s date of termination, 100% accelerated vesting and exercisability (as applicable) of all outstanding time-based equity awards, or (ii) if a change in control has not or does not occur in the circumstances described in (i), 50% accelerated vesting and exercisability (as applicable) of all outstanding time-based equity awards. |
Name |
Options |
All Other Compensation |
Total |
|||||||||
Scot Sellers |
— | (1) |
$ | 15,000 | (2) |
$ | 15,000 |
(1) | Mr. Sellers has 23,312 outstanding unit options granted in connection with his service on Inspirato’s board of managers. These unit options were all outstanding and fully vested as of December 31, 2020. $92,646 represents the incremental fair value associated with the repricing of Mr. Sellers’s options as part of a broad-based repricing of Inspirato options. |
(2) | The amount represents $15,000 in Inspirato travel credits credited to Mr. Sellers. |
• | The amounts involved exceeded or will exceed $120,000; and |
• | Any members of Inspirato’s board of managers, executive officers or holders of more than 5% of Inspirato’s capital stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest. |
• | whether the transaction is fair to the Combined Company and on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances; |
• | the extent of the related person’s interest in the transaction; |
• | whether there are business reasons for the Combined Company to enter into the transaction; |
• | whether the transaction would impair the independence of a non-employee director; and |
• | whether the transaction would present an improper conflict of interest for any director or executive officer. |
• | each Blocker will merge with and into a Blocker Merger Sub (including any Non-Party Blocker, if any, that signs a joinder to the Business Combination Agreement with the consent of Inspirato) with the respective Blocker Merger Sub surviving as a wholly owned subsidiary of Thayer (collectively, the “Blocker Mergers”), resulting in the equity interests of each Blocker being cancelled and converted into the right to receive (i) shares of Combined Company Class A Common Stock based on such Blocker’s pro rata ownership of Inspirato (adjusted upward for cash and cash equivalents of such Blocker and adjusted downward for debt and transaction expenses of such Blocker), plus (ii) cash, if any, based on such Blocker’s pro rata ownership, plus (iii) certain rights under the Tax Receivable Agreement; |
• | immediately following the Blocker Mergers, the Company Merger Sub will merge with and into Inspirato, with Inspirato continuing as the surviving company and subsidiary of Thayer, resulting in (i) each outstanding Inspirato Unit (other than any units held by the Combined Company or any of its subsidiaries following the Blocker Mergers) being cancelled and converted into a right to receive (A) New Common Units of Inspirato, (B) cash, if any, (C) shares of Combined Company Class V Common Stock and (D) certain rights under the Tax Receivable Agreement; and (ii) each outstanding Inspirato Option being automatically converted into an Assumed Inspirato Option; and |
• | the limited liability company agreement of Inspirato will be amended and restated to, among other things, reflect the Company Merger and create a seven-person board of managers designated by PubCo and the other members holding outstanding vested New Common Units. |
• | rebalanced our portfolio and actively managed lease expenses through negotiations with real estate owners and exercise of force majeure clauses in our leases; |
• | temporarily reduced our payroll costs through layoffs and short-term salary reductions; and |
• | substantially reduced discretionary expenditures. |
• | provided Inspirato Pass subscribers credit for future subscription months in exchange for maintaining their subscriptions payments during the onset of the pandemic; |
• | offered a more flexible cancellation policy; and |
• | offered subscribers special value through a promotion to welcome them back to booking Inspirato travel. |
For the nine months ended September 30, |
Amount of Increase / (Decrease) |
Percent Change Favorable / (Unfavorable) |
||||||||||||||
2020 |
2021 |
|||||||||||||||
Revenue |
$ | 125,703 | $ | 166,390 | $ | 40,687 | 32% | |||||||||
Cost of revenue |
70,200 | 110,106 | $ | 39,906 | (57)% | |||||||||||
|
|
|
|
|||||||||||||
Gross margin |
55,503 | 56,284 | $ | 781 | 1% | |||||||||||
General and administrative |
20,819 | 37,188 | $ | 16,369 | (79)% | |||||||||||
Sales and marketing |
10,908 | 19,105 | $ | 8,197 | (75)% | |||||||||||
Operations |
14,139 | 17,336 | $ | 3,197 | (23)% | |||||||||||
Technology and development |
2,016 | 2,957 | $ | 941 | (47)% | |||||||||||
Depreciation and amortization |
2,713 | 1,876 | $ | (837 | ) | 31% | ||||||||||
Interest, net |
282 | 483 | $ | 201 | (71)% | |||||||||||
Warrant fair value losses |
— | 456 | $ | 456 | N/A | |||||||||||
Gain on forgiveness of debt |
— | (9,518 | ) | $ | (9,518 | ) | N/A | |||||||||
|
|
|
|
|||||||||||||
Net income (loss) and comprehensive income (loss) |
$ |
4,626 |
$ |
(13,599 |
) |
$ | (18,225 | ) | N/A | |||||||
|
|
|
|
For the years ended December 31, |
Amount of increase (decrease) |
Percent Change Favorable (Unfavorable) |
Amount of increase (decrease) |
Percent Change Favorable (Unfavorable) |
||||||||||||||||||||||||
2018 |
2019 |
2020 |
2018 to 2019 |
2019 to 2020 |
||||||||||||||||||||||||
(in thousands) |
||||||||||||||||||||||||||||
Revenue |
$ | 178,652 | $ | 217,079 | $ | 165,590 | $ | 38,427 | 22% | $ | (51,489 | ) | (24)% | |||||||||||||||
Cost of revenue |
114,508 | 138,768 | 100,599 | 24,260 | 21% | (38,169 | ) | 28% | ||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||||||
Gross margin |
64,144 | 78,311 | 64,991 | 14,167 | 22% | (13,320 | ) | (17)% | ||||||||||||||||||||
General and administrative |
24,193 | 27,522 | 25,940 | 3,329 | (14)% | (1,582 | ) | 6% | ||||||||||||||||||||
Sales and marketing |
22,893 | 25,527 | 14,764 | 2,634 | (12)% | (10,763 | ) | 42% | ||||||||||||||||||||
Operations |
19,000 | 24,396 | 18,814 | 5,396 | (28)% | (5,582 | ) | 23% | ||||||||||||||||||||
Technology and development |
2,220 | 2,579 | 2,787 | 359 | (16)% | 208 | (8)% | |||||||||||||||||||||
Depreciation and amortization |
4,871 | 3,471 | 2,898 | (1,400 | ) | 29% | (573 | ) | 17% | |||||||||||||||||||
Interest, net |
2,232 | 999 | 542 | (1,233 | ) | 55% | (457 | ) | 46% | |||||||||||||||||||
Warrant fair value (gains) losses |
72 | 66 | (214 | ) | (6 | ) | 8% | (280 | ) | 424% | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||||||
Net loss and comprehensive loss |
$ | (11,337 | ) | $ | (6,249 | ) | $ | (540 | ) | $ | 5,088 | 45% | $ | 5,709 | 91% | |||||||||||||
|
|
|
|
|
|
For the nine months ended September 30, |
||||||||
2020 |
2021 |
|||||||
(in thousands) |
||||||||
Net cash provided by operating activities |
$ | 4,569 | $ | 18,355 | ||||
Net cash used in investing activities |
(3,516 | ) | (2,695 | ) | ||||
Net cash provided by (used in) financing activities |
9,406 | (846 | ) | |||||
|
|
|
|
|||||
Net increase in cash and cash equivalents |
$ | 10,459 | $ | 14,814 | ||||
|
|
|
|
For the years ended December 31, |
||||||||
2019 |
2020 |
|||||||
(in thousands) |
||||||||
Net cash provided by operating activities |
$ | 3,948 | $ | 11,579 | ||||
Net cash used in investing activities |
(4,425 | ) | (3,892 | ) | ||||
Net cash provided by (used in) financing activities |
6,076 | 16,550 | ||||||
|
|
|
|
|||||
Net increase in cash and cash equivalents |
$ | 5,599 | $ | 24,237 | ||||
|
|
|
|
For the nine months ended September 30, |
||||||||
2020 |
2021 |
|||||||
(in thousands) |
||||||||
Net income (loss) |
$ | 4,626 | $ | (13,599 | ) | |||
Interest expense, net |
282 | 483 | ||||||
Depreciation and amortization |
4,018 | 3,159 | ||||||
Equity-based compensation |
1,877 | 2,847 | ||||||
Warrant fair value losses |
— | 456 | ||||||
Public company readiness costs |
— | 6,677 | ||||||
Pandemic-related severance costs |
607 | — | ||||||
Gain on forgiveness of debt |
— | (9,518 | ) | |||||
|
|
|
|
|||||
Adjusted EBITDA |
$ | 11,410 | $ | (9,495 | ) | |||
|
|
|
|
|||||
Adjusted EBITDA Margin (1) |
9.1 | % | (5.7 | )% |
For the year ended December 31, |
||||||||||||
2018 |
2019 |
2020 |
||||||||||
(in thousands) |
||||||||||||
Net loss |
$ | (11,337 | ) | $ | (6,249 | ) | $ | (540 | ) | |||
Interest expense, net |
2,232 | 999 | 542 | |||||||||
Depreciation and amortization |
6,524 | 5,108 | 4,632 | |||||||||
Equity-based compensation |
1,157 | 1,434 | 2,790 | |||||||||
Warrant fair value losses (gains) |
72 | 66 | (214 | ) | ||||||||
Pandemic-related severance costs |
— | — | 607 | |||||||||
|
|
|
|
|
|
|||||||
Adjusted EBITDA |
$ |
(1,352 |
) |
$ |
1,358 |
$ |
7,817 |
|||||
|
|
|
|
|
|
|||||||
Adjusted EBITDA Margin (1) |
(0.8 | )% | 0.6 | % | 4.7 | % |
(1) | We define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of total revenue for the same period. |
For the nine months ended September 30, |
||||||||||||
2020 |
2021 |
|||||||||||
(in thousands) |
||||||||||||
Net cash provided by operating activities |
|
$ | 4,569 | $ | 18,355 | |||||||
Development of internal-use software |
|
(1,769 | ) | (919 | ) | |||||||
Purchase of property and equipment |
|
(1,747 | ) | (1,776 | ) | |||||||
|
|
|
|
|||||||||
Net cash used in investing activities |
|
(3,516 | ) | (2,695 | ) | |||||||
|
|
|
|
|||||||||
Free Cash Flow |
|
$ | 1,053 | $ | 15,660 | |||||||
|
|
|
|
|||||||||
For the year ended December 31, |
||||||||||||
2018 |
2019 |
2020 |
||||||||||
(in thousands) |
||||||||||||
Net cash provided by operating activities |
$ | 10,050 | $ | 3,948 | $ | 11,580 | ||||||
Development of internal-use software |
(1,289 | ) | (1,125 | ) | (2,274 | ) | ||||||
Purchase of property and equipment |
(3,172 | ) | (3,299 | ) | (1,618 | ) | ||||||
|
|
|
|
|
|
|||||||
Net cash used in investing activities |
(4,461 | ) | (4,425 | ) | (3,892 | ) | ||||||
|
|
|
|
|
|
|||||||
Free Cash Flow |
$ | 5,589 | $ | (477 | ) | $ | 7,688 | |||||
|
|
|
|
|
|
Years Ending December 31 |
Amount |
|||
(in thousands) |
||||
2021 |
$ | 48,579 | ||
2022 |
32,805 | |||
2023 |
24,260 | |||
2024 |
15,337 | |||
2025 |
9,350 | |||
Thereafter |
21,219 | |||
|
|
|||
Total |
$ | 151,550 | ||
|
|
Name |
Age |
Position | ||
Mark E. Farrell |
47 | Co-Chief Executive Officer, Co-President, Chief Financial Officer and Director | ||
Christopher Hemmeter |
57 | Co-Chief Executive Officer, Co-President, Secretary and Director | ||
H. Charles Floyd |
61 | Director | ||
Ren Riley |
47 | Director | ||
Lawrence M. Kutscher |
57 | Director | ||
Caroline Shin |
46 | Director | ||
R. David Edelman |
36 | Director |
• | meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; |
• | monitoring the independence of the independent registered public accounting firm; |
• | verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
• | inquiring and discussing with management our compliance with applicable laws and regulations; |
• | pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; |
• | appointing or replacing the independent registered public accounting firm; |
• | determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
• | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; |
• | monitoring compliance on a quarterly basis with the terms of this offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of this offering; and |
• | reviewing and approving all payments made to our existing stockholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
• | reviewing and approving the compensation of all of our other Section 16 executive officers; |
• | reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; |
• | producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
Name |
Age |
Position | ||||
Executive Officers |
||||||
Brent Handler |
53 | Chief Executive Officer and Director | ||||
Brad Handler |
54 | Executive Chairman and Director | ||||
David Kallery |
57 | President | ||||
Web Neighbor |
44 | Chief Financial Officer | ||||
Non-Employee Directors |
||||||
Michael Armstrong (2) |
49 | Director | ||||
Eric Grosse (1)(2) |
53 | Director | ||||
Christopher Hemmeter (1)(3) |
57 | Director | ||||
Ann Payne (1)(3) |
62 | Director | ||||
Scot Sellers (2) |
64 | Director |
(1) | Member of the Audit Committee. |
(2) | Member of the Compensation Committee. |
(3) | Member of the Nominating and Corporate Governance Committee. |
• | evaluating the performance, independence and qualifications of the Combined Company’s independent auditors and determining whether to retain the Combined Company’s existing independent auditors or engage new independent auditors; |
• | reviewing the Combined Company’s financial reporting processes and disclosure controls; |
• | reviewing and approving the engagement of the Combined Company’s independent auditors to perform audit services and any permissible non-audit services; |
• | reviewing the quality and adequacy of the Combined Company’s internal control policies and procedures, including the responsibilities, budget and staffing of the Combined Company’s internal audit function; |
• | reviewing with the independent auditors, and internal audit department, if applicable, the annual audit plan; |
• | obtaining and reviewing at least annually a report by the Combined Company’s independent auditors describing the independent auditors’ internal quality control procedures, issues raised by the most recent internal quality-control review and all relationships between the independent auditor and the Combined Company, if any; |
• | monitoring the rotation of the lead partner of the Combined Company’s independent auditor on the Combined Company’s engagement team as required by law; |
• | prior to engagement of any independent auditor, and at least annually thereafter, reviewing relationships that may reasonably be thought to bear on their independence, and assessing and otherwise taking the appropriate action to oversee the independence of the Combined Company’s independent auditor; |
• | reviewing the Combined Company’s annual and quarterly financial statements and reports, including the disclosures contained in “ Inspirato’ Management’s Discussion and Analysis of Financial Condition and Results of Operations |
• | reviewing with Combined Company’s independent auditors and management significant issues in internal audit reports and responses by management; |
• | reviewing with management and the Combined Company’s auditors any earnings press releases and other public announcements; |
• | establishing and overseeing procedures for the receipt, retention and treatment of complaints received by the Combined Company’s regarding accounting, internal accounting controls or auditing matters; |
• | preparing the report that the SEC requires in the PubCo’s annual proxy statement; |
• | reviewing and providing oversight of any related party transactions in accordance with the PubCo’s related party transaction policy and reviewing and monitoring compliance with legal, regulatory and ethical responsibilities; |
• | reviewing the Combined Company’s major financial risk exposures; and |
• | reviewing and evaluating on an annual basis the performance of the audit committee and the audit committee charter. |
• | reviewing and approving the corporate goals and objectives that pertain to the determination of executive compensation; |
• | reviewing and approving the compensation and other terms of employment of the PubCo’s executive officers; |
• | making recommendations to the PubCo Board regarding the adoption or amendment of equity and cash incentive plans and approving amendments to such plans to the extent authorized by the PubCo Board; |
• | reviewing and making recommendations to the PubCo Board regarding the type and amount of compensation to be paid or awarded to the PubCo’s non-employee board members; |
• | reviewing and establishing stock ownership guidelines for executive officers and non-employee board members; |
• | reviewing and assessing the independence of compensation consultants, independent legal counsel and other advisors as required by Section 10C of the Exchange Act; |
• | administering the PubCo’s equity incentive plans, to the extent such authority is delegated by the PubCo Board; |
• | reviewing and approving the terms of any employment agreements, severance arrangements, transition or consulting agreements, retirement agreements and change-in-control |
• | approving or recommending for approval the creation or revision of any clawback policy allowing the PubCo to recoup compensation paid to employees; |
• | reviewing with management PubCo’s disclosures under the caption “Compensation Discussion and Analysis” in the PubCo’s periodic reports or proxy statements to be filed with the SEC, to the extent such caption is included in any such report or proxy statement; |
• | preparing an annual report on executive compensation that the SEC requires in the PubCo’s annual proxy statement; and |
• | reviewing and evaluating on an annual basis the performance of the compensation committee and recommending such changes as deemed necessary with the PubCo Board. |
• | identifying, reviewing and making recommendations of candidates to serve on the PubCo Board; |
• | evaluating the performance of the PubCo Board, committees of the PubCo Board and individual directors and determining whether continued service on the PubCo Board is appropriate; |
• | evaluating nominations by stockholders of candidates for election to the PubCo Board; |
• | evaluating the current size, composition and governance of the PubCo Board and its committees and making recommendations to the PubCo Board for approvals; |
• | reviewing the PubCo Board’s leadership structure, including the separation of the Chairman and Chief Executive Officer roles and/or appointment of a lead independent director of the PubCo Board; |
• | reviewing corporate governance policies and principles and recommending to the PubCo Board any changes to such policies and principles; |
• | reviewing issues and developments related to corporate governance and identifying; and |
• | reviewing periodically the nominating and corporate governance committee charter, structure and membership requirements and recommending any proposed changes to the PubCo Board, including undertaking an annual review of its own performance. |
• | for any transaction from which the director derives an improper personal benefit; |
• | for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; |
• | for any unlawful payment of dividends or redemption of shares; or |
• | for any breach of a director’s duty of loyalty to the corporation or its stockholders. |
• | if we were to seek to amend the Proposed Certificate of Incorporation to increase or decrease the par value of a class of the capital stock, then that class would be required to vote separately to approve the proposed amendment; and |
• | if we were to seek to amend the Proposed Certificate of Incorporation in a manner that alters or changes the powers, preferences, or special rights of a class of capital stock in a manner that affected its holders adversely, then that class would be required to vote separately to approve the proposed amendment. |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon not less than 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and |
• | if, and only if, the last reported sale price of the Combined Company Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Combined Company Class A Common Stock and equity-linked securities for capital raising purposes in connection with the closing of our initial business combination as described elsewhere in this prospectus) for any 20 trading days within a 30-trading day period ending the third trading day before we send to the notice of redemption to the warrant holders (the “Reference Value”). |
• | in whole and not in part; |
• | at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of the shares of Combined Company Class A Common Stock (as defined below). |
• | if, and only if, the Reference Value (as defined above under “Redemption of Public Stockholders’ Warrants When the Price Per Share of Combined Company Class A Common Stock Equals or Exceeds |
$18.00”) of the shares of Combined Company Class A Common Stock 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 Combined Company Class A Common Stock and equity-linked securities for capital raising purposes in connection with the closing of our initial business combination as described elsewhere in this prospectus); and |
• | if the Reference Value is less than $18.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like and for certain issuances of Combined Company Class A Common Stock and equity-linked securities for capital raising purposes in connection with the closing of our initial business combination as described elsewhere in this prospectus), the private placement warrants must also be concurrently called for redemption at the same price (equal to a number of shares of Combined Company Class A Common Stock) as the outstanding public warrants, as described above. |
Redemption Date (period to expiration of warrants) |
Fair Market Value of Combined Company Class A Common Stock |
|||||||||||||||||||||||||||||||||||
10.00 |
11.00 |
12.00 |
13.00 |
14.00 |
15.00 |
16.00 |
17.00 |
>18.00 |
||||||||||||||||||||||||||||
60 months |
0.261 | 0.281 | 0.297 | 0.311 | 0.324 | 0.337 | 0.348 | 0.358 | 0.361 | |||||||||||||||||||||||||||
57 months |
0.257 | 0.277 | 0.294 | 0.310 | 0.324 | 0.337 | 0.348 | 0.358 | 0.361 | |||||||||||||||||||||||||||
54 months |
0.252 | 0.272 | 0.291 | 0.307 | 0.322 | 0.335 | 0.347 | 0.357 | 0.361 | |||||||||||||||||||||||||||
51 months |
0.246 | 0.268 | 0.287 | 0.304 | 0.320 | 0.333 | 0.346 | 0.357 | 0.361 | |||||||||||||||||||||||||||
48 months |
0.241 | 0.263 | 0.283 | 0.301 | 0.317 | 0.332 | 0.344 | 0.356 | 0.361 | |||||||||||||||||||||||||||
45 months |
0.235 | 0.258 | 0.279 | 0.298 | 0.315 | 0.330 | 0.343 | 0.356 | 0.361 | |||||||||||||||||||||||||||
42 months |
0.228 | 0.252 | 0.274 | 0.294 | 0.312 | 0.328 | 0.342 | 0.355 | 0.361 | |||||||||||||||||||||||||||
39 months |
0.221 | 0.246 | 0.269 | 0.290 | 0.309 | 0.325 | 0.340 | 0.354 | 0.361 | |||||||||||||||||||||||||||
36 months |
0.213 | 0.239 | 0.263 | 0.285 | 0.305 | 0.323 | 0.339 | 0.353 | 0.361 | |||||||||||||||||||||||||||
33 months |
0.205 | 0.232 | 0.257 | 0.280 | 0.301 | 0.320 | 0.337 | 0.352 | 0.361 | |||||||||||||||||||||||||||
30 months |
0.196 | 0.224 | 0.250 | 0.274 | 0.297 | 0.316 | 0.335 | 0.351 | 0.361 | |||||||||||||||||||||||||||
27 months |
0.185 | 0.214 | 0.242 | 0.268 | 0.291 | 0.313 | 0.332 | 0.350 | 0.361 | |||||||||||||||||||||||||||
24 months |
0.173 | 0.204 | 0.233 | 0.260 | 0.285 | 0.308 | 0.329 | 0.348 | 0.361 | |||||||||||||||||||||||||||
21 months |
0.161 | 0.193 | 0.223 | 0.252 | 0.279 | 0.304 | 0.326 | 0.347 | 0.361 | |||||||||||||||||||||||||||
18 months |
0.146 | 0.179 | 0.211 | 0.242 | 0.271 | 0.298 | 0.322 | 0.345 | 0.361 | |||||||||||||||||||||||||||
15 months |
0.130 | 0.164 | 0.197 | 0.230 | 0.262 | 0.291 | 0.317 | 0.342 | 0.361 | |||||||||||||||||||||||||||
12 months |
0.111 | 0.146 | 0.181 | 0.216 | 0.250 | 0.282 | 0.312 | 0.339 | 0.361 | |||||||||||||||||||||||||||
9 months |
0.090 | 0.125 | 0.162 | 0.199 | 0.237 | 0.272 | 0.305 | 0.336 | 0.361 | |||||||||||||||||||||||||||
6 months |
0.065 | 0.099 | 0.137 | 0.178 | 0.219 | 0.259 | 0.296 | 0.331 | 0.361 | |||||||||||||||||||||||||||
3 months |
0.034 | 0.065 | 0.104 | 0.150 | 0.197 | 0.243 | 0.286 | 0.326 | 0.361 | |||||||||||||||||||||||||||
0 months |
— | — | 0.042 | 0.115 | 0.179 | 0.233 | 0.281 | 0.323 | 0.361 |
• | The issuer of the securities that was formerly a shell company has ceased to be a shell company; |
• | The issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
• | The issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and |
• | At least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC, which is expected to be filed promptly after completion of the Business Combination, reflecting its status as an entity that is not a shell company. |
• | Each person who is, or is expected to be, the beneficial owner of more than 5% of issued and outstanding shares of Thayer Capital Stock or of Combined Company Common Stock; |
• | Each of our current executive officers and directors; |
• | Each person who will become an executive officer or director of the Combined Company post-Business Combination; and |
• | All executive officers and directors of Thayer as a group pre-Business Combination and all executive officers and directors of the Combined Company post-Business Combination. |
• | The Sponsor will forfeit 1,500,000 shares of Thayer Class B Common Stock; |
• | 10,350,384 shares of Thayer Class A Common Stock will be issued to the PIPE Subscribers; |
• | 27,457,926 shares of Combined Company Class A Common Stock and 72,844,419 shares of Combined Company Class V Common Stock are issued to Inspirato’s unitholders, not including any Combined Company Common Stock that may be issuable pursuant to the exercise of Assumed Inspirato Options; and |
• | No exercise of the 8,625,000 Public Warrants or the 7,175,000 Private Warrants that will remain outstanding post-Business Combination. |
After the Business Combination |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Before the Business Combination |
Assuming No Redemption |
Assuming Maximum Redemption |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total Shares |
Class A |
Class V |
Total Shares |
Class A |
Class V |
Total Shares |
||||||||||||||||||||||||||||||||||||||||||||||||||
Number |
% |
Number |
% |
Number |
% |
Number |
% |
Number |
% |
Number |
% |
Number |
% |
|||||||||||||||||||||||||||||||||||||||||||
Name and Address of Beneficial Owner (1) |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
5% or More Holders: |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Thayer Ventures Acquisition Holdings LLC (2) |
4,187,500 | 19.4 | % | 2,687,500 | 4.6 | % | — | — | 2,687,500 | 2.1 | % | 2,687,500 | 6.1 | % | — | — | 2,687,500 | 2.3 | % | |||||||||||||||||||||||||||||||||||||
Glazer Capital, LLC (3) |
1,775,000 | 8.2 | % | 1,775,000 | 3.1 | % | — | — | 1,775,000 | 1.4 | % | 1,775,000 | 4.0 | % | — | — | 1,775,000 | 1.5 | % | |||||||||||||||||||||||||||||||||||||
Polar Asset Management Partners Inc. (4) |
1,500,000 | 7.0 | % | 1,900,000 | 3.3 | % | — | — | 1,900,000 | 1.5 | % | 1,900,000 | 4.3 | % | — | — | 1,900,000 | 1.6 | % | |||||||||||||||||||||||||||||||||||||
CVI Investments, Inc. (5) |
1,498,500 | 6.9 | % | 1,498,500 | 2.6 | % | — | — | 1,498,500 | 1.1 | % | 1,498,500 | 3.4 | % | — | — | 1,498,500 | 1.3 | % | |||||||||||||||||||||||||||||||||||||
Revolution Portico Holdings LLC (6) |
— | — | 500,000 | * | 18,065,286 | 24.8 | % | 18,565,286 | 14.2 | % | 500,000 | 1.1 | % | 18,065,286 | 24.8 | % | 18,565,286 | 15.9 | % | |||||||||||||||||||||||||||||||||||||
KPCB Investment I, Inc. (7) |
— | — | 11,395,683 | 19.7 | % | — | — | 11,395,683 | 8.7 | % | 11,395,683 | 25.7 | % | — | — | 11,395,683 | 9.7 | % | ||||||||||||||||||||||||||||||||||||||
Inspirato Group, Inc. (IVP) (8) |
— | — | 10,271,682 | 17.7 | % | — | — | 10,271,682 | 7.9 | % | 10,271,682 | 23.2 | % | — | — | 10,271,682 | 8.8 | % | ||||||||||||||||||||||||||||||||||||||
W Capital Partners III IBC, Inc. (9) |
— | — | 7,366,966 | 12.7 | % | — | — | 7,366,966 | 5.6 | % | 7,366,966 | 16.6 | % | — | — | 7,366,966 | 6.3 | % | ||||||||||||||||||||||||||||||||||||||
Directors and Executive Officers of PubCo |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mark E. Farrell (10)(11) |
4,187,500 | 19.4 | % | 4,187,500 | 7.2 | % | — | — | 4,187,500 | 3.2 | % | 4,187,500 | 9.5 | % | — | — | 4,187,500 | 3.6 | % | |||||||||||||||||||||||||||||||||||||
Christopher Hemmeter (10)(11) |
4,187,500 | 19.4 | % | 4,187,500 | 7.2 | % | — | — | 4,187,500 | 3.2 | % | 4,187,500 | 9.5 | % | — | — | 4,187,500 | 3.6 | % | |||||||||||||||||||||||||||||||||||||
H. Charles Floyd (11) |
25,000 | * | 25,000 | * | — | — | 25,000 | * | 25,000 | * | — | — | 25,000 | * | ||||||||||||||||||||||||||||||||||||||||||
R. David Edelman (11) |
25,000 | * | 25,000 | * | — | — | 25,000 | * | 25,000 | * | — | — | 25,000 | * | ||||||||||||||||||||||||||||||||||||||||||
Lawrence M. Kutscher (11) |
25,000 | * | 25,000 | * | — | — | 25,000 | * | 25,000 | * | — | — | 25,000 | * | ||||||||||||||||||||||||||||||||||||||||||
Ren Riley (11) |
25,000 | * | 25,000 | * | — | — | 25,000 | * | 25,000 | * | — | — | 25,000 | * | ||||||||||||||||||||||||||||||||||||||||||
Caroline Shin (11) |
25,000 | * | 25,000 | * | — | — | 25,000 | * | 25,000 | * | — | — | 25,000 | * | ||||||||||||||||||||||||||||||||||||||||||
All executive officers and directors as a group (7 persons |
4,312,500 | 20.00 | % | 4,312,500 | 7.5 | % | — | — | 4,312,500 | 3.3 | % | 4,312,500 | 9.7 | % | — | — | 4,312,500 | 3.7 | % | |||||||||||||||||||||||||||||||||||||
Directors and Executive Officers of PubCo |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Brent Handler (12) |
— | — | 1,000,000 | 1.7 | % | 23,375,572 | 32.1 | % | 24,375,572 | 18.6 | % | 1,000,000 | 2.3 | % | 23,375,572 | 32.1 | % | 24,375,572 | 20.8 | % | ||||||||||||||||||||||||||||||||||||
Brad Handler (13) |
— | — | 395,000 | * | 1,168,188 | 1.6 | % | 1,563,188 | 1.2 | % | 395,000 | * | 1,168,188 | 1.6 | % | 1,563,188 | 1.3 | % | ||||||||||||||||||||||||||||||||||||||
David Kallery |
— | — | 25,000 | * | 5,502,602 | 7.6 | % | 5,527,602 | 4.2 | % | 25,000 | * | 5,502,602 | 7.6 | % | 5,527,602 | 4.7 | % | ||||||||||||||||||||||||||||||||||||||
Web Neighbor |
— | — | — | — | 2,100,079 | 2.9 | % | 2,100,079 | 1.6 | % | — | — | 2,100,079 | 2.9 | % | 2,100,079 | 1.8 | % | ||||||||||||||||||||||||||||||||||||||
Michael Armstrong |
— | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Christopher Hemmeter (10)(11) |
4,187,500 | 19.4 | % | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Scot Sellers (14) |
— | — | 918,078 | 1.6 | % | 1,489,644 | 2.0 | % | 2,407,722 | 1.8 | % | 918,078 | 2.0 | % | 1,489,644 | 2.0 | % | 2,407,722 | 2.0 | % | ||||||||||||||||||||||||||||||||||||
Ann Payne |
— | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Eric Grosse |
— | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
All executive officers and directors as a group (9 persons |
4,187,500 | 19.4 | % | 2,338,078 | 4.0 | % | 33,373,212 | 45.8 | % | 35,711,290 | 27.5 | % | 2,338,078 | 5.2 | % | 33,373,212 | 45.8 | % | 35,711,290 | 30.5 | % |
* | less than one percent. |
(1) | Unless otherwise noted, the business address of each of those listed in the table above pre-Business Combination is 25852 McBean Parkway, Suite 508, Valencia, CA 91355 and post-Business Combination is 1544 Wazee Street Denver, CO 80202. |
(2) | Interests shown consist solely of Founder Shares, classified as shares of Thayer Class B Common Stock. Such shares will automatically convert into shares of Combined Company Class A Common Stock at the time of the Business Combination. Thayer Ventures Acquisition Holdings LLC is the record holder of such shares. Messrs. Farrell and Hemmeter are each a manager of Thayer Ventures Acquisition Holdings LLC, and as such, each has voting and investment control with respect to the Founder Shares held of record by Thayer Ventures Acquisition Holdings LLC and may be deemed to have beneficial ownership of the Founder Shares held directly by Thayer Ventures Acquisition Holdings LLC. Messrs. Farrell and Hemmeter each disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
(3) | According to Schedule 13G filed on January 11, 2021. Represents shares held by certain funds and managed accounts to which Glazer Capital, LLC serves as investment manager. Paul J. Glazer has beneficial ownership over the reported shares as Managing Member of Glazer Capital, LLC. Mr. Glazer disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. The principal business address of Glazer Capital, LLC is 250 West 55th Street, Suite 30A, New York, New York 10019. |
(4) | According to Schedule 13G filed on February 11, 2021. Represents shares held by Polar Multi-Strategy Master Fund to which Polar Asset Management Partners Inc. serves as investment advisor and has voting and dispositve control over the shares held by Polar Multi-Strategy Master Fund. Polar Asset Management Partners Inc. disclaims any beneficial ownership of such shares other than to the extent of any pecuniary interest therein. The ultimate natural person who has voting and dispositive control over the Thayer shares held by the Polar Fund is Paul Sabourin, Chief Investment Officer of PAMPI. The business address of Polar Asset Management Partners Inc. is 16 York Street, Suite 2900, Toronto, Ontario M5J 0E6, Canada. |
(5) | According to Schedule 13G filed on December 21, 2020. Heights Capital Management, Inc., the authorized agent of CVI Investments, Inc. (“CVI”), has voting and dispositive control over the shares held by CVI and may be deemed the beneficial owner of these shares. Martin Kobinger, in his capacity as Investment Manager of Heights Capital Management, Inc., may also be deemed to have voting and dispositive control over the shares held by CVI Investments, Inc. Mr. Kobinger disclaims any such beneficial ownership of the shares. The principal business address of CVI and Mr. Kobinger is c/o Heights Capital Management, Inc., 101 California Street, Suite 3250, San Francisco, California 94111. |
(6) | Consists of (i) 16,989,584 shares of Combined Company Class V Common Stock held by Revolution Portico Holdings LLC and (ii) 500,000 shares of Combined Company Class A Common Stock and 1,075,702 shares of Combined Company Class V Common Stock held by Exclusive Resorts LLC. Revolution Management Company LLC is the sole manager of Revolution Portico Holdings LLC and Exclusive Resorts LLC. Revolution is the sole manager of Exclusive Resorts LLC. Stephen M. Case may be deemed to have voting and dispositive control over the shares held by Revolution Management Company LLC. The principal business address of each of the entities and individuals identified in this footnote is 1717 Rhode Island Avenue, NW, 10th Floor, Washington, D.C. 20036. |
(7) | Consists of 10,784,433 shares of Combined Company Class A Common Stock held by Kleiner Perkins Caufield & Byers XIV, LLC (“KPCB XIV”) and 611,250 shares of Combined Company Class A Common Stock KPCB XIV Founders Fund, LLC (“XIV FF”). KPCB XIV and XIV FF are the sole stockholders of KPCB Investment I, Inc. The managing member of KPCB XIV and KPCB XIV FF is KPCB XIV Associates, LLC (“KPCB XIV Associates”). L. John Doerr, Brook Byers, Theodore E. Schlein and William “Bing” Gordon, the managing members of KPCB XIV Associates, exercise shared voting and dispositive control over the shares held by KPCB XIV and KPCB XIV FF. The managing members disclaim beneficial ownership of all shares held by KPCB Investment I, Inc. except to the extent of their pecuniary interest therein. The principal business address of Kleiner Perkins is c/o Kleiner Perkins, 2750 Sand Hill Road, Menlo Park, California 94025. |
(8) | Consists of 10,271,682 shares of Combined Company Class A Common Stock held by Institutional Venture Partners XIII, L.P. (“IVP XIII”). IVP XIII is the sole stockholder of Inspirato Group, Inc. Institutional Venture Management XIII LLC (“IVM XIII”) is the general partner of IVP XIII. Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, J. Sanford Miller and Dennis B. Phelps, Jr. as the managing directors of IVM XIII, may be deemed to have shared voting and dispositive control over the shares held by Inspirato Group, Inc. Each of IVP XIII, IVM XIII and the managing directors disclaims beneficial ownership of the shares described in this footnote, except to the extent of its or his respective pecuniary interest therein. The principal business address of each of the entities and individuals identified in this footnote is 3000 Sand Hill Road, Building 2, Suite 250, Menlo Park, CA 94025. |
(9) | W Capital Partners III, LP is the sole shareholder of W Capital Partners III IBC, Inc. Robert Migliorino, David Wachter and Stephen Wertheimer, the managing members of W Capital Partners III, LP, exercise shared voting and dispositive control over such shares. The managing members disclaim beneficial ownership of all shares held by W Capital Partners III, LP except to the extent of their pecuniary interest therein. The principal business address of each of the entities and individuals identified in this footnote is c/o W Capital Partners, 400 Park Ave, New York, NY 10022. |
(10) | Consists of shares of Combined Company Class A Common Stock held by the Sponsor identified in footnote (2) above. Messrs. Farrell and Hemmeter are each a manager of Thayer Ventures Acquisition Holdings LLC, and as such, each has voting and dispositive control with respect to the Founder Shares held of record by Thayer Ventures Acquisition Holdings LLC and may be deemed to have beneficial ownership of the Founder Shares held directly by Thayer Ventures Acquisition Holdings LLC. Messrs. Farrell and Hemmeter each disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
(11) | Does not include any shares indirectly owned by this individual as a result of his/her ownership interest in Thayer Ventures Acquisition Holdings LLC. |
(12) | Consists of (i) 982,740 shares of Combined Company Class V Common Stock held by Mr. Handler in his individual capacity, (ii) 1,000,000 shares of Combined Company Class A Common Stock and 15,733,269 shares of Combined Company Class V Common Stock held by the Brent L. Handler Revocable Trust, (iii) 6,396,690 shares of Combined Company Class V Common Stock held by the HFIN 2020 Trust, (iv) 262,873 shares of Combined Company Class V Common Stock held by the SLH 2012 Descendants Trust. Mr. Handler is the grantor of the Brent L. Handler Revocable Trust, and thus has voting and dispositive control over the shares held by the Brent L. Handler Revocable Trust. Mr. Handler is the designated investment advisor of the HFIN 2020 Trust. Brent Handler and Brad Handler are the trustees of the SLH Descendant’s Trust, and each shares voting and dispositive control over the shares held by the SLH Descendant’s Trust. |
(13) | Consists of (i) 395,000 shares of Combined Company Class A Common Stock and 245,692 shares of Combined Company Class V Common Stock held by Mr. Handler in his individual capacity, (ii) 298,968 shares of Combined Company Class V Common Stock held by the Handler Children’s Remainder Trust, (iii) 360,655 shares of Combined Company Class V Common Stock held by the Brent L. Handler Descendants Trust, and (iv) 262,873 shares of Combined Company Class V Common Stock held by the SLH 2012 Descendants Trust. Mr. Handler is the trustee of the Handler Children’s Remainder Trust. Brent Handler and Brad Handler are the trustees of the SLH Descendant’s Trust, and each shares voting and dispositive control over the shares held by the SLH Descendant’s Trust. |
(14) | Includes (i) 84,431 shares of Combined Company Class A Common Stock held by Elk Sierra, LLC, (ii) 1,122,546 shares of Combined Company Class V Common Stock held by Elk Sierra, LLC, (iii) 367,098 shares of Combined Company Class V Common Stock held by Mr. Sellers in his individual capacity, and (iv) 833,647 shares of Combined Company Class A Common Stock subject to stock options exercisable within 60 days of November 23, 2021. As the sole member and manager of Elk Sierra, LLC, Mr. Sellers has sole voting and dispositive control over the shares held by Elk Sierra, LLC. The principal business address of Elk Sierra, LLC and Mr. Sellers is 11757 Magnolia Park Court, Las Vegas, NV 89141. |
Page |
||||
F-2 |
||||
Consolidated Financial Statements |
||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-7 |
Page |
||||
Condensed Consolidated Financial Statements (unaudited) |
||||
F-21 | ||||
F-22 | ||||
F-24 | ||||
F-25 | ||||
F-26 |
Page |
||||
F-33 | ||||
Financial Statements: |
||||
F-34 | ||||
F-35 | ||||
F-36 | ||||
F-37 | ||||
F-38 |
Page |
||||
Condensed Financial Statements (unaudited) |
||||
F-58 | ||||
F-59 | ||||
F-60 | ||||
F-61 | ||||
F-62 |
December 31, |
||||||||
2019 |
2020 |
|||||||
Assets |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | 40,096 | $ | 62,772 | ||||
Restricted cash |
2,668 | 4,229 | ||||||
Accounts receivable, net |
10,760 | 2,978 | ||||||
Accounts receivable net – related parties |
720 | 504 | ||||||
Prepaid subscriber travel |
14,159 | 11,804 | ||||||
Prepaid expenses |
6,459 | 6,111 | ||||||
Other current assets |
587 | 908 | ||||||
|
|
|
|
|||||
Total current assets |
75,449 | 89,306 | ||||||
Property & equipment, net |
9,694 | 8,954 | ||||||
Goodwill |
21,233 | 21,233 | ||||||
Other long term assets |
1,441 | 1,113 | ||||||
|
|
|
|
|||||
Total assets |
$ |
107,817 |
$ |
120,606 |
||||
|
|
|
|
|||||
Liabilities |
||||||||
Current liabilities |
||||||||
Accounts payable |
$ | 21,962 | $ | 16,055 | ||||
Accrued liabilities |
4,041 | 3,078 | ||||||
Deferred revenue |
111,983 | 126,029 | ||||||
Debt |
7,000 | 14,000 | ||||||
Deferred rent |
380 | 1,423 | ||||||
|
|
|
|
|||||
Total current liabilities |
145,366 | 160,585 | ||||||
Deferred revenue |
36,214 | 22,933 | ||||||
Debt |
— | 9,550 | ||||||
Deferred rent |
7,607 | 6,872 | ||||||
Warrants |
305 | 91 | ||||||
|
|
|
|
|||||
Total liabilities |
189,492 |
200,031 |
||||||
|
|
|
|
|||||
Commitments and contingencies (Note 9) |
||||||||
Temporary equity |
||||||||
Series A-1; 222,239 authorized, issued, and outstanding |
13,108 | 13,108 | ||||||
Series A-2; 130,262 authorized, issued, and outstanding |
5,489 | 5,489 | ||||||
Series B; 193,094 authorized, issued, and outstanding |
19,860 | 19,860 | ||||||
Series B-1; 127,609 authorized; 123,621 issued and outstanding |
15,282 | 15,282 | ||||||
Series D; 157,849 authorized, issued, and outstanding |
20,125 | 20,125 | ||||||
Series E; 132,317 authorized; 97,667 issued and outstanding |
9,916 | 9,916 | ||||||
|
|
|
|
|||||
Total temporary equity |
83,780 |
83,780 |
||||||
Members’ deficit |
||||||||
Series C; 491,467 authorized, issued, and outstanding |
21,477 | 21,477 | ||||||
Common units 4,470,000 authorized; 1,166,154 issued and outstanding |
— | — | ||||||
Accumulated deficit |
(186,932 | ) | (184,682 | ) | ||||
|
|
|
|
|||||
Total members’ deficit |
(165,455 |
) |
(163,205 |
) | ||||
|
|
|
|
|||||
Total liabilities, temporary equity, and members’ deficit |
$ |
107,817 |
$ |
120,606 |
||||
|
|
|
|
Years Ended December 31 |
||||||||||||
2018 |
2019 |
2020 |
||||||||||
Revenue |
$ | 178,652 | $ | 217,079 | $ | 165,590 | ||||||
Cost of revenue (including depreciation of $1,653, $1,637, and $1,734 in 2018, 2019 and 2020 respectively) |
114,508 | 138,768 | 100,599 | |||||||||
|
|
|
|
|
|
|||||||
Gross margin |
64,144 | 78,311 | 64,991 | |||||||||
General and administrative (including equity-based compensation of $1,157, $1,434 and $2,790, in 2018, 2019 and 2020 respectively) |
24,193 | 27,522 | 25,940 | |||||||||
Sales and marketing |
22,893 | 25,527 | 14,764 | |||||||||
Operations |
19,000 | 24,396 | 18,814 | |||||||||
Technology and development |
2,220 | 2,579 | 2,787 | |||||||||
Depreciation and amortization |
4,871 | 3,471 | 2,898 | |||||||||
Interest, net |
2,232 | 999 | 542 | |||||||||
Warrant fair value (gains) losses |
72 | 66 | (214 | ) | ||||||||
|
|
|
|
|
|
|||||||
Net loss and comprehensive loss |
$ |
(11,337 |
) |
$ |
(6,249 |
) |
$ |
(540 |
) | |||
|
|
|
|
|
|
|||||||
Basic and diluted weighted average common units outstanding |
1,166,154 | 1,166,154 | 1,166,154 | |||||||||
Basic and diluted loss per common unit |
$ (9.72 | ) | $ (5.36 | ) | $ (0.46 | ) |
Common Units |
Series C |
Accumulated Deficit |
Total |
|||||||||||||||||||||
Units |
Value |
Units |
Value |
|||||||||||||||||||||
Balance—January 1, 2018 |
1,166,154 | $ | — | 491,467 | $ | 21,477 | $ | (176,584 | ) | $ | (155,107 | ) | ||||||||||||
Consolidated net loss |
(11,337 | ) | (11,337 | ) | ||||||||||||||||||||
Equity-based compensation |
1,157 | 1,157 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance—December 31, 2018 |
1,166,154 | — | 491,467 | 21,477 | (186,764 | ) | (165,287 | ) | ||||||||||||||||
Cumulative effect of change in accounting principle |
4,647 | 4,647 | ||||||||||||||||||||||
Consolidated net loss |
(6,249 | ) | (6,249 | ) | ||||||||||||||||||||
Equity-based compensation |
1,434 | 1,434 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance—December 31, 2019 |
1,166,154 | — | 491,467 | 21,477 | (186,932 | ) | (165,455 | ) | ||||||||||||||||
Consolidated net loss |
(540 | ) | (540 | ) | ||||||||||||||||||||
Equity-based compensation |
2,790 | 2,790 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance—December 31, 2020 |
1,166,154 |
$ |
— |
491,467 |
$ |
21,477 |
$ |
(184,682 |
) |
$ |
(163,205 |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
||||||||||||
2018 |
2019 |
2020 |
||||||||||
Cash flows from operating activities |
||||||||||||
Consolidated net loss |
$ | (11,337 | ) | $ | (6,249 | ) | $ | (540 | ) | |||
Adjustments to reconcile consolidated net loss to net cash and cash equivalents from operating activities: |
||||||||||||
Depreciation and amortization |
6,524 | 5,108 | 4,632 | |||||||||
Warrant fair value (gains) losses |
72 | 66 | (214 | ) | ||||||||
Equity-based compensation |
1,157 | 1,434 | 2,790 | |||||||||
Changes in current assets and liabilities: |
||||||||||||
Accounts receivable |
(5,930 | ) | 6,233 | 7,782 | ||||||||
Accounts receivable - related parties |
62 | (31 | ) | 216 | ||||||||
Prepaid subscriber travel |
(3,162 | ) | (3,522 | ) | 2,355 | |||||||
Prepaid expenses |
(169 | ) | (797 | ) | 348 | |||||||
Other assets |
310 | (16 | ) | 7 | ||||||||
Accounts payable |
2,600 | (62 | ) | (5,907 | ) | |||||||
Accrued liabilities |
239 | (10 | ) | (963 | ) | |||||||
Deferred revenue |
18,667 | 527 | 765 | |||||||||
Deferred rent |
1,017 | 1,267 | 308 | |||||||||
|
|
|
|
|
|
|||||||
Net cash, cash equivalents, and restricted cash provided by operating activities |
10,050 | 3,948 | 11,579 | |||||||||
Cash flows from investing activities |
||||||||||||
Development of internal-use software |
(1,289 | ) | (1,125 | ) | (2,274 | ) | ||||||
Purchase of property and equipment |
(3,172 | ) | (3,299 | ) | (1,618 | ) | ||||||
|
|
|
|
|
|
|||||||
Net cash, cash equivalents, and restricted cash used in investing activities |
(4,461 | ) | (4,425 | ) | (3,892 | ) | ||||||
Cash flows from financing activities |
||||||||||||
Repayments of debt |
(960 | ) | (924 | ) | (21,000 | ) | ||||||
Proceeds from debt |
924 | 7,000 | 37,550 | |||||||||
|
|
|
|
|
|
|||||||
Net cash, cash equivalents, and restricted cash provided by (used in) financing activities |
(36 | ) | 6,076 | 16,550 | ||||||||
|
|
|
|
|
|
|||||||
Net increase in cash, cash equivalents, and restricted cash |
5,553 |
5,599 |
24,237 |
|||||||||
|
|
|
|
|
|
|||||||
Cash, cash equivalents, and restricted cash - beginning of year |
31,612 | 37,165 | 42,764 | |||||||||
|
|
|
|
|
|
|||||||
Cash, cash equivalents, and restricted cash - end of year |
$ | 37,165 | $ | 42,764 | $ | 67,001 | ||||||
|
|
|
|
|
|
|||||||
Supplemental cash flow information - cash paid for interest |
$ | 2,331 | $ | 1,160 | $ | 584 | ||||||
Significant noncash transaction |
||||||||||||
Modified retrospective adjustment for accounting principle adoption |
$ | — | $ | 4,647 | $ | — |
Years Ended December 31, |
||||||||||||
2018 |
2019 |
2020 |
||||||||||
(in thousands) |
||||||||||||
Travel |
$ | 126,689 | $ | 144,073 | $ | 73,660 | ||||||
Subscription |
51,950 | 72,676 | 91,548 | |||||||||
Other |
13 | 330 | 382 | |||||||||
|
|
|
|
|
|
|||||||
Total |
$ | 178,652 | $ | 217,079 | $ | 165,590 | ||||||
|
|
|
|
|
|
December 31, |
||||||||
2019 |
2020 |
|||||||
(in thousands) |
||||||||
Assets: |
||||||||
Accounts receivable, net |
$ | 10,760 | $ | 2,978 | ||||
Liabilities: |
||||||||
Deferred revenue, current and long term |
$ | 148,197 | $ | 148,962 |
Years Ending December 31, |
Amount |
|||
(in thousands) |
||||
2021 |
$ | 29,430 | ||
2022 |
11,700 | |||
2023 |
5,924 | |||
2024 |
2,506 | |||
2025 |
679 | |||
Thereafter |
4 | |||
|
|
|||
Total |
$ | 50,243 | ||
|
|
December 31, |
||||||||
2019 |
2020 |
|||||||
(in thousands) |
||||||||
Property operations |
$ | 5,123 | $ | 2,797 | ||||
Software |
— | 2,185 | ||||||
Rent |
891 | 633 | ||||||
Operating supplies |
243 | 243 | ||||||
Insurance |
191 | 253 | ||||||
Advertising |
11 | — | ||||||
|
|
|
|
|||||
Total |
$ | 6,459 | $ | 6,111 | ||||
|
|
|
|
Useful Life (years) |
December 31, |
|||||||||||
2019 |
2020 |
|||||||||||
(in thousands) |
||||||||||||
Furniture, fixtures, and equipment |
5 | $ | 1,227 | $ | 1,187 | |||||||
Corporate office leasehold improvements |
3 | 5,138 | 5,151 | |||||||||
Internal-use software |
3 | 6,455 | 6,930 | |||||||||
Computer equipment |
3 | 623 | 765 | |||||||||
Residence vehicles |
5 | 205 | 235 | |||||||||
Residence leasehold improvements |
3 | 5,224 | 6,075 | |||||||||
|
|
|
|
|||||||||
Total cost |
18,872 | 20,343 | ||||||||||
Accumulated depreciation and amortization |
9,178 | 11,389 | ||||||||||
|
|
|
|
|||||||||
Net property and equipment |
$ | 9,694 | $ | 8,954 | ||||||||
|
|
|
|
Years Ended December 31, |
||||||||||||
2018 |
2019 |
2020 |
||||||||||
Numerator |
||||||||||||
Net loss attributable to common unitholders (in thousands) |
$ | (11,337 | ) | $ | (6,249 | ) | $ | (540 | ) | |||
Denominator |
||||||||||||
Weighted average common units—basic |
1,166,154 | 1,166,154 | 1,166,154 | |||||||||
Net loss per common unit—basic |
$ | (9.72 | ) | $ | (5.36 | ) | $ | (0.46 | ) | |||
Weighted average common units—diluted |
1,166,154 | 1,166,154 | 1,166,154 | |||||||||
Net loss per common unit—diluted |
$ | (9.72 | ) | $ | (5.36 | ) | $ | (0.46 | ) |
2018 |
2019 |
2020 |
||||||||||
Preferred units |
1,416,199 | 1,416,199 | 1,416,199 | |||||||||
Stock options |
291,013 | 343,918 | 299,728 | |||||||||
Preferred warrants |
13,684 | 13,684 | 11,690 | |||||||||
Profit interests |
— | — | 197,713 | |||||||||
|
|
|
|
|
|
|||||||
Anti-dilutive preferred units, stock options, warrants and profit interests |
1,720,896 |
1,773,801 |
1,925,330 |
|||||||||
|
|
|
|
|
|
Years Ending December 31 |
Amount |
|||
(in thousands) |
||||
2021 |
$ | 48,579 | ||
2022 |
32,805 | |||
2023 |
24,260 | |||
2024 |
15,337 | |||
2025 |
9,350 | |||
Thereafter |
21,219 | |||
|
|
|||
Total |
$ | 151,550 | ||
|
|
2018 |
2019 |
2020 |
||||||||||
Approximate risk-free rate |
1.44 | % | 1.55 | % | 0.33 | % | ||||||
Average expected life |
6 years | 6 years | 6 years | |||||||||
Volatility |
65.7 | % | 64.3 | % | 65.2 | % | ||||||
Estimated per unit fair value of options granted |
$ | 53.01 | $ | 60.78 | $ | 28.75 |
December 31, 2020 |
September 30, 2021 |
|||||||
(unaudited) | ||||||||
Assets |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | 62,772 | $ | 78,855 | ||||
Restricted cash |
4,229 | 2,960 | ||||||
Accounts receivable, net |
2,978 | 3,140 | ||||||
Accounts receivable - related parties |
504 | 762 | ||||||
Prepaid subscriber travel |
11,804 | 15,660 | ||||||
Prepaid expenses |
6,111 | 6,335 | ||||||
Other current assets |
908 | 832 | ||||||
|
|
|
|
|||||
Total current assets |
89,306 | 108,544 | ||||||
Property & equipment, net |
8,954 | 8,490 | ||||||
Goodwill |
21,233 | 21,233 | ||||||
Other long term assets |
1,113 | 1,073 | ||||||
|
|
|
|
|||||
Total assets |
$ |
120,606 |
$ |
139,340 |
||||
|
|
|
|
|||||
Liabilities |
||||||||
Current liabilities |
||||||||
Accounts payable |
$ | 16,055 | $ | 28,390 | ||||
Accrued liabilities |
3,078 | 5,330 | ||||||
Deferred revenue |
126,029 | 155,488 | ||||||
Debt |
14,000 | 13,267 | ||||||
Deferred rent |
1,423 | 900 | ||||||
|
|
|
|
|||||
Total current liabilities |
160,585 | 203,375 | ||||||
Deferred revenue |
22,933 | 17,847 | ||||||
Debt |
9,550 | — | ||||||
Deferred rent |
6,872 | 7,828 | ||||||
Warrants |
91 | 548 | ||||||
|
|
|
|
|||||
Total liabilities |
200,031 | 229,598 | ||||||
Commitments and contingencies (Note 9) |
||||||||
Temporary equity |
||||||||
Series A-1; 222,239 authorized, issued, and outstanding |
13,108 | 13,108 | ||||||
Series A-2; 130,262 authorized, issued, and outstanding |
5,489 | 5,489 | ||||||
Series B; 193,094 authorized, issued, and outstanding |
19,860 | 19,860 | ||||||
Series B-1; 127,609 authorized; 123,621 issued and outstanding |
15,282 | 15,282 | ||||||
Series D; 157,849 authorized, issued, and outstanding |
20,125 | 20,125 | ||||||
Series E; 132,317 authorized; 97,667 issued and outstanding |
9,916 | 9,916 | ||||||
|
|
|
|
|||||
Total temporary equity |
83,780 | 83,780 | ||||||
Members’ deficit |
||||||||
Series C; 491,467 authorized, issued, and outstanding |
21,477 | 21,477 | ||||||
Common units 4,470,000 authorized; 1,166,154 issued and outstanding |
— | — | ||||||
Accumulated deficit |
(184,682 | ) | (195,515 | ) | ||||
|
|
|
|
|||||
Total members’ deficit |
(163,205 | ) | (174,038 | ) | ||||
|
|
|
|
|||||
Total liabilities, temporary equity, and members’ deficit |
$ |
120,606 |
$ |
139,340 |
||||
|
|
|
|
Three months ended September 30, |
||||||||
2020 |
2021 |
|||||||
Revenue |
$ | 42,665 | $ | 64,824 | ||||
Cost of revenue (including depreciation of $425 and $402 in 2020 and 2021 respectively) |
25,297 | 42,394 | ||||||
|
|
|
|
|||||
Gross margin |
17,368 | 22,430 | ||||||
General and administrative (including equity-based compensation of $824 and $1,872 in 2020 and 2021 respectively) |
6,731 | 15,530 | ||||||
Sales and marketing |
2,937 | 7,856 | ||||||
Operations |
4,400 | 6,457 | ||||||
Technology and development |
664 | 1,177 | ||||||
Depreciation and amortization |
857 | 593 | ||||||
Interest, net |
120 | (64 | ) | |||||
|
|
|
|
|||||
Net income (loss) and comprehensive income (loss) |
$ |
1,659 |
$ |
(9,119 |
) | |||
|
|
|
|
|||||
Basic weighted average common units |
1,166,154 | 1,166,154 | ||||||
Basic income (loss) per common unit |
$ | 1.42 | $ | (7.82 | ) | |||
Diluted weighted average common units |
2,786,571 | 1,166,154 | ||||||
Diluted income (loss) per common unit |
$ | 0.60 | $ | (7.82 | ) |
Nine months ended September 30, |
||||||||
2020 |
2021 |
|||||||
Revenue |
$ | 125,703 | $ | 166,390 | ||||
Cost of revenue (including depreciation of $1,305 and $1,283 in 2020 and 2021 respectively) |
70,200 | 110,106 | ||||||
|
|
|
|
|||||
Gross margin |
55,503 | 56,284 | ||||||
General and administrative (including equity-based compensation of $1,877 and $2,847 in 2020 and 2021 respectively) |
20,819 | 37,188 | ||||||
Sales and marketing |
10,908 | 19,105 | ||||||
Operations |
14,139 | 17,336 | ||||||
Technology and development |
2,016 | 2,957 | ||||||
Depreciation and amortization |
2,713 | 1,876 | ||||||
Interest, net |
282 | 483 | ||||||
Warrant fair value losses |
— | 456 | ||||||
Gain on forgiveness of debt |
— | (9,518 | ) | |||||
|
|
|
|
|||||
Net income (loss) and comprehensive income (loss) |
$ |
4,626 |
$ |
(13,599 |
) | |||
|
|
|
|
|||||
Basic weighted average common units |
1,166,154 | |
1,166,154 |
| ||||
Basic income (loss) common per unit |
$ | 3.97 | $ | (11.66 | ) | |||
Diluted weighted average common units |
2,786,571 | 1,166,154 | ||||||
Diluted income (loss) per common unit |
$ | 1.66 | $ | (11.66 | ) |
Common Units |
Series C |
|||||||||||||||||||||||
Units |
Value |
Units |
Value |
Accumulated Deficit |
Total |
|||||||||||||||||||
Balance, December 31, 2019 |
1,166,154 |
$ |
— |
491,467 |
$ |
21,477 |
$ |
(186,932 |
) |
$ |
(165,455 |
) | ||||||||||||
Consolidated net income |
1,914 | 1,914 | ||||||||||||||||||||||
Equity-based compensation |
363 | 363 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance, March 31, 2020 |
1,166,154 |
— |
491,467 |
21,477 |
(184,655 |
) |
(163,178 |
) | ||||||||||||||||
Consolidated net income |
1,054 | 1,054 | ||||||||||||||||||||||
Equity-based compensation |
690 | 690 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance, June 30, 2020 |
1,166,154 |
— |
491,467 |
21,477 |
(182,911 |
) |
(161,434 |
) | ||||||||||||||||
Consolidated net income |
1,659 | 1,659 | ||||||||||||||||||||||
Equity-based compensation |
824 | 824 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance, September 30, 2020 |
1,166,154 |
$ |
— |
491,467 |
$ |
21,477 |
$ |
(180,428 |
) |
$ |
(158,951 |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance, December 31, 2020 |
1,166,154 |
$ |
— |
491,467 |
$ |
21,477 |
$ |
(184,682 |
) |
$ |
(163,205 |
) | ||||||||||||
Consolidated net loss |
(3,910 | ) | (3,910 | ) | ||||||||||||||||||||
Equity-based compensation |
509 | 509 | ||||||||||||||||||||||
Dividends paid |
(81 | ) | (81 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance, March 31, 2021 |
1,166,154 |
— |
491,467 |
21,477 |
(188,164 |
) |
(166,687 |
) | ||||||||||||||||
Consolidated net loss |
(570 | ) | (570 | ) | ||||||||||||||||||||
Equity-based compensation |
466 | 466 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance, June 30, 2021 |
1,166,154 |
— |
491,467 |
21,477 |
(188,268 |
) |
(166,791 |
) | ||||||||||||||||
Consolidated net loss |
(9,119 | ) | (9,119 | ) | ||||||||||||||||||||
Equity-based compensation |
1,872 | 1,872 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance, September 30, 2021 |
1,166,154 |
$ |
— |
491,467 |
$ |
21,477 |
$ |
(195,515 |
) |
$ |
(174,038 |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 30, |
||||||||
2020 |
2021 |
|||||||
Cash flows provided by operating activities: |
||||||||
Consolidated net income (loss) |
$ | 4,626 | $ | (13,599 | ) | |||
Adjustments to reconcile consolidated net income (loss) to net cash and cash equivalents from operating activities: |
||||||||
Depreciation and amortization |
4,018 | 3,159 | ||||||
Warrant fair value losses |
— | 456 | ||||||
Equity-based compensation |
1,877 | 2,847 | ||||||
Gain on forgiveness of debt |
— | (9,518 | ) | |||||
Changes in current assets and liabilities |
||||||||
Accounts receivable |
7,578 | (162 | ) | |||||
Accounts receivable - related parties |
267 | (258 | ) | |||||
Prepaid subscriber travel |
2,452 | (3,856 | ) | |||||
Prepaid expenses |
1,108 | (224 | ) | |||||
Other assets |
(3 | ) | 118 | |||||
Accounts payable |
(4,314 | ) | 12,335 | |||||
Accrued liabilities |
(2,505 | ) | 2,252 | |||||
Deferred revenue |
(10,453 | ) | 24,372 | |||||
Deferred rent |
(82 | ) | 433 | |||||
|
|
|
|
|||||
Net cash, cash equivalents, and restricted cash provided by operating activities |
4,569 | 18,355 | ||||||
Cash flows used in investing activities: |
||||||||
Development of internal-use software |
(1,769 | ) | (919 | ) | ||||
Purchase of property and equipment |
(1,747 | ) | (1,776 | ) | ||||
|
|
|
|
|||||
Net cash, cash equivalents, and restricted cash used in investing activities |
(3,516 | ) | (2,695 | ) | ||||
Cash flows provided by (used in) financing activities: |
||||||||
Repayments of debt |
— | (765 | ) | |||||
Proceeds from debt issuance |
9,406 | — | ||||||
Dividends |
— | (81 | ) | |||||
|
|
|
|
|||||
Net cash, cash equivalents, and restricted cash provided by (used in) financing activities |
9,406 | (846 | ) | |||||
|
|
|
|
|||||
Net increase in cash, cash equivalents, and restricted cash |
10,459 | 14,814 | ||||||
|
|
|
|
|||||
Cash, cash equivalents, and restricted cash - beginning of year |
42,764 | 67,001 | ||||||
|
|
|
|
|||||
Cash, cash equivalents, and restricted cash - end of year |
$ | 53,223 | $ | 81,815 | ||||
|
|
|
|
|||||
Supplemental cash flow information - cash paid for interest |
$ | 322 | $ | 466 |
Three months ended September 30, |
Nine months ended September 30, |
|||||||||||||||
2020 |
2021 |
2020 |
2021 |
|||||||||||||
(in thousands) |
||||||||||||||||
Travel |
$ | 16,842 | $ | 39,509 | $ | 55,228 | $ | 95,799 | ||||||||
Subscription |
25,753 | 25,178 | 70,267 | 70,305 | ||||||||||||
Other |
70 | 137 | 208 | 286 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 42,665 | $ | 64,824 | $ | 125,703 | $ | 166,390 | ||||||||
|
|
|
|
|
|
|
|
December 31, 2020 |
September 30, 2021 |
|||||||
(in thousands) |
||||||||
Assets: |
||||||||
Accounts receivable, net |
$ | 2,978 | $ | 3,140 | ||||
Liabilities: |
||||||||
Deferred revenue, current and long term |
$ | 148,962 | $ | 173,335 |
(in thousands) |
||||
Remainder of 2021 |
$ | 21,235 | ||
2022 |
34,895 | |||
2023 |
7,599 | |||
2024 |
3,220 | |||
2025 |
1,127 | |||
Thereafter |
498 | |||
|
|
|||
Total |
$ | 68,574 | ||
|
|
Useful Life in years |
December 31, 2020 |
September 30, 2021 |
||||||||||
(in thousands) |
||||||||||||
Internal-use software |
3 | $ | 6,930 | $ | 7,849 | |||||||
Residence leasehold improvements |
3 | 6,075 | 7,305 | |||||||||
Corporate office leasehold improvements |
3 | 5,151 | 5,156 | |||||||||
Computer equipment |
3 | 765 | 1,265 | |||||||||
Furniture, fixtures, and equipment |
5 | 1,187 | 1,187 | |||||||||
Residence vehicles |
5 | 235 | 276 | |||||||||
|
|
|
|
|||||||||
Total cost |
20,343 | 23,038 | ||||||||||
Accumulated depreciation and amortization |
11,389 | 14,548 | ||||||||||
|
|
|
|
|||||||||
Property & equipment, net |
$ | 8,954 | $ | 8,490 | ||||||||
|
|
|
|
Three months ended September 30, |
Nine months ended September 30, |
|||||||||||||||
2020 |
2021 |
2020 |
2021 |
|||||||||||||
(in thousands) |
||||||||||||||||
Credit facility interest expense |
$ | 90 | $ | (97 | ) | $ | 283 | $ | 406 |
Three months ended September 30, |
Nine months ended September 30, |
|||||||||||||||
2020 |
2021 |
2020 |
2021 |
|||||||||||||
(in thousands except unit and per unit amounts) |
||||||||||||||||
Numerator |
||||||||||||||||
Net income (loss) attributable to common units |
$ | 1,659 | $ | (9,119 | ) | $ | 4,626 | $ | (13,599 | ) | ||||||
Denominator |
||||||||||||||||
Basic weighted average common units |
1,166,154 | 1,166,154 | 1,166,154 | 1,166,154 | ||||||||||||
Basic income (loss) per common unit |
$ | 1.42 | $ | (7.82 | ) | $ | 3.97 | $ | (11.66 | ) | ||||||
Diluted weighted average common units |
2,786,571 | 1,166,154 | 2,786,571 | 1,166,154 | ||||||||||||
Diluted income (loss) per common unit |
$ | 0.60 | $ | (7.82 | ) | $ | 1.66 | $ | (11.66 | ) |
Three months ended September 30, |
Nine months ended September 30, |
|||||||||||||||
2020 |
2021 |
2020 |
2021 |
|||||||||||||
Preferred units |
— | 1,416,199 | — | 1,416,199 | ||||||||||||
Stock options |
276,594 | 211,480 | 300,703 | 219,344 | ||||||||||||
Profit interests |
— | 197,713 | — | 197,713 | ||||||||||||
Preferred warrants |
— | 11,690 | — | 11,690 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Anti-dilutive preferred units, stock options, warrants and profit interests |
276,594 |
1,837,082 |
300,703 |
1,844,946 |
||||||||||||
|
|
|
|
|
|
|
|
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; shares subject to possible redemption at $ per share |
||||
Stockholders’ Equity: |
||||
Preferred stock, $ par value; shares authorized; issued and outstanding |
||||
Class A common stock, $ par value; shares authorized; shares issued and outstanding (excluding shares subject to possible redemption) |
— | |||
Class B common stock, $ par value; shares authorized; shares issued and outstanding |
||||
Additional paid-in capital |
||||
Accumulated deficit |
( |
) | ||
|
|
|||
Total stockholders’ equity |
( |
) | ||
|
|
|||
Total Liabilities and Stockholders’ Equity |
$ |
|||
|
|
General and administrative expenses |
$ | |||
Franchise tax expenses |
||||
|
|
|||
Loss from operations |
( |
) | ||
Interest and investment income |
||||
Financing costs - derivative warrant liabilities |
( |
) | ||
Change in fair value of derivative warrant liabilities |
( |
) | ||
|
|
|||
Net Loss |
$ | ( |
) | |
|
|
|||
Weighted average shares outstanding of Class A common stock |
||||
|
|
|||
Basic and diluted net loss 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 |
Accumulated Deficit |
Total Stockholders’ Equity |
|||||||||||||||||||||||||
Class A |
Class B |
|||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance - July 31, 2020 (inception) |
$ | $ |
$ |
$ | $ | |||||||||||||||||||||||
Issuance of common stock to Sponsor |
— | — | — | |||||||||||||||||||||||||
Excess of cash received over fair value of private placement warrants |
— | — | — | — | — | |||||||||||||||||||||||
Accretion of Class A common stock subject to possible redemption |
— |
— |
— | — | ( |
) | ( |
) |
( |
) | ||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance - December 31, 2020 (restated) |
— |
$ |
— |
$ |
$ |
— |
$ |
( |
) |
$ |
( |
) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities: |
||||
Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
General and administrative expenses paid by Sponsor under note payable |
||||
Income earned on investments held in Trust Account |
( |
) | ||
Financing costs - derivative warrant liabilities |
||||
Change in fair value of derivative warrant liabilities |
||||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
( |
) | ||
Accounts payable |
||||
Franchise tax payable |
||||
|
|
|||
Net cash used in operating activities |
( |
) | ||
|
|
|||
Cash Flows from Investing Activities |
||||
Cash deposited in Trust Account |
( |
) | ||
|
|
|||
Net cash used in investing activities |
( |
) | ||
|
|
|||
Cash Flows from Financing Activities: |
||||
Proceeds from note payable to related party |
||||
Repayment of note payable to related party |
( |
) | ||
Proceeds received from initial public offering, gross |
||||
Proceeds received from private placement |
||||
Offering costs paid, net of reimbursement from underwriters |
( |
) | ||
|
|
|||
Net cash provided by financing activities |
||||
|
|
|||
Net change in cash |
||||
Cash - beginning of the period |
||||
|
|
|||
Cash - end of the period |
$ |
|||
|
|
|||
Supplemental disclosure of noncash financing activities: |
||||
Offering costs paid in exchange for issuance of common stock to Sponsor |
$ | |||
Offering costs included in accrued expenses |
$ | |||
Offering costs included in accounts payable |
$ | |||
Offering costs included in note payable |
$ | |||
Deferred underwriting commissions in connection with the initial public offering |
$ |
As of December 15, 2020: |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Total assets |
$ |
$ |
$ |
|||||||||
|
|
|
|
|
|
|||||||
Total liabilities |
$ |
$ |
$ |
|||||||||
|
|
|
|
|
|
|||||||
Class A common stock subject to possible redemption |
||||||||||||
Preferred stock |
||||||||||||
Class A common stock |
( |
) |
||||||||||
Class B common stock |
||||||||||||
Additional paid-in capital |
( |
) |
||||||||||
Accumulated deficit |
( |
) |
( |
) |
( |
) | ||||||
|
|
|
|
|
|
|||||||
Total stockholders’ equity (deficit) |
$ |
$ |
( |
) |
$ |
( |
) | |||||
|
|
|
|
|
|
|||||||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) |
$ |
$ |
$ |
|||||||||
|
|
|
|
|
|
As of December 31, 2020: |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Total assets |
$ |
$ |
$ |
|||||||||
|
|
|
|
|
|
|||||||
Total liabilities |
$ |
$ |
$ |
|||||||||
Class A common stock subject to possible redemption |
||||||||||||
Preferred stock |
||||||||||||
Class A common stock |
( |
) | ||||||||||
Class B common stock |
||||||||||||
Additional paid-in capital |
( |
) | ||||||||||
Accumulated deficit |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Total stockholders’ equity (deficit) |
$ |
$ |
( |
) |
$ |
( |
) | |||||
|
|
|
|
|
|
|||||||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) |
$ |
$ |
$ |
For the Period from July 31, 2020 (inception) through December 31, 2020 |
||||||||||||
As Restated |
Adjustment |
As Restated |
||||||||||
Supplemental Disclosure of Noncash Financing Activities: |
||||||||||||
Initial value of Class A common stock subject to possible redemption |
$ |
$ |
( |
) | $ |
|
||||||
Change in value of Class A common stock subject to possible redemption |
$ | ( |
) | $ |
$ |
Earnings Per Share for Class A Common Stock |
||||||||||||
As Previously Reported |
Adjustment |
As Restated |
||||||||||
For the Period from July 31, 2020 (inception) through December 31, 2020 |
||||||||||||
Net loss |
$ |
( |
) |
$ |
$ |
( |
) | |||||
Weighted average shares outstanding |
( |
) |
||||||||||
Basic and diluted earnings per share |
$ |
$ |
( |
) |
$ |
( |
) |
Earnings Per Share for Class B Common Stock |
||||||||||||
As Previously Reported |
Adjustment |
As Restated |
||||||||||
For the Period from July 31, 2020 (inception) through December 31, 2020 |
||||||||||||
Net loss |
$ |
( |
) |
$ |
$ |
( |
) | |||||
Weighted average shares outstanding |
||||||||||||
Basic and diluted earnings per share |
$ |
( |
) |
$ |
$ |
( |
• | Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
The Period From July 31, 2020 (Inception) through December 31, 2020 |
||||||||
Class A |
Class B |
|||||||
Basic and diluted net loss per common stock: |
||||||||
Numerator: |
||||||||
Allocation of net loss |
$ |
( |
) |
$ |
( |
) | ||
Denominator: |
||||||||
Basic and diluted weighted average common stock outstanding |
||||||||
|
|
|
|
|||||
Basic and diluted net loss per 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 $ 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) for any |
• | in whole and not in part; |
• | at a price of $ m ber of shares of Class A common stock determined by reference to an agreed table based on the redemption date and the “fair market value” of the shares of Class A common stock (as defined below); provided, further, that if the warrants are not exercised on a cashless basis or otherwise during such 30 day period, the Company shall redeem such warrants for $ |
• | 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. |
Gross proceeds from Initial Public Offering |
$ |
|||
Less: |
||||
Fair value of Public Warrants at issuance |
( |
) | ||
Offering costs allocated to Class A common stock subject to possible redemption |
( |
) | ||
Plus: |
||||
Accretion on Class A common stock subject to possible redemption amount |
||||
|
|
|||
Class A common stock subject to possible redemption |
$ |
|||
|
|
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 |
$ |
— |
$ |
— |
$ |
As of December 15, 2020 |
As of December 31, 2020 |
|||||||
Public and Private |
Public and Private |
|||||||
Exercise price |
$ | $ | ||||||
Volatility |
% | % | ||||||
Stock price |
$ | $ | ||||||
Expected life of the options to convert |
||||||||
Risk-free rate |
% | % | ||||||
Dividend yield |
% | % |
Derivative warrant liabilities at July 31, 2020 (inception) |
$ | — | ||
Issuance of Public and Private Warrants |
||||
Change in fair value of derivative warrant liabilities |
||||
Derivative warrant liabilities at December 31, 2020 |
$ | |||
December 31, 2020 |
||||
Current |
||||
Federal |
$ | |||
State |
||||
Deferred |
||||
Federal |
( |
) | ||
State |
||||
Valuation allowance |
||||
Income tax provision |
$ | |||
December 31, 2020 |
||||
Deferred tax assets: |
||||
Net operating loss carryover |
$ | |||
Start-up/Organization costs |
||||
Total deferred tax assets |
||||
Valuation allowance |
( |
) | ||
Deferred tax asset, net of allowance |
$ | |||
December 31, 2020 |
||||
Statutory Federal income tax rate |
% | |||
Financing cost - derivative warrant liabilities |
( |
)% | ||
Change in fair value of derivative warrant liabilities |
( |
)% | ||
Change in Valuation Allowance |
( |
)% | ||
Income Taxes Benefit |
% | |||
September 30, 2021 |
December 31, 2020 |
|||||||
(unaudited) |
||||||||
Assets: |
||||||||
Current assets: |
||||||||
Cash |
$ | $ | ||||||
Prepaid expenses |
||||||||
|
|
|
|
|||||
Total current assets |
||||||||
Investments held in Trust Account |
||||||||
|
|
|
|
|||||
Total Assets |
$ |
$ |
||||||
|
|
|
|
|||||
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit: |
||||||||
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 subject to possible redemption; $ $share at September 30, 2021 and December 31, 2020, respectively |
||||||||
Stockholders’ Deficit : |
||||||||
Preferred stock, $ |
||||||||
Class A common stock, $ authorized |
||||||||
Class B common stock, $ shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively |
||||||||
Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total Stockholders’ Deficit |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit |
$ |
$ |
||||||
|
|
|
|
For the Three Months Ended September 30, 2021 |
For the Nine Months Ended September 30, 2021 |
For The Period From July 31, 2020 (Inception) through September 30, 2020 |
||||||||||
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 income (loss) |
$ |
$ |
( |
) |
$ |
( |
) | |||||
|
|
|
|
|
|
|||||||
Weighted average shares outstanding of Class A common stock |
|
|
|
|
||||||||
|
|
|
|
|
|
|||||||
Basic and diluted net income (loss) per share, Class A common stock |
$ |
$ |
( |
) |
|
$ |
|
|||||
|
|
|
|
|
|
|||||||
Weighted average shares outstanding of Class B common stock |
|
|
|
|
||||||||
|
|
|
|
|
|
|||||||
Basic and diluted net income (loss) per share, Class B common stock |
$ |
$ |
( |
) |
|
$ |
( |
) | ||||
|
|
|
|
|
|
Common Stock |
Additional Paid-In Capital |
Accumulated D eficit |
Total Stockholders’ Deficit |
|||||||||||||||||||||||||
Class A |
Class B |
|||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance—December 31, 202 0 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Net income |
— |
— | — | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance—March 31, 2021 (unaudited), as restated |
( |
) |
( |
) | ||||||||||||||||||||||||
Net loss |
— |
— | — | — | — | ( |
) |
( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance—June 30, 2021 (unaudited), as restated |
( |
) |
( |
) | ||||||||||||||||||||||||
Net income |
— |
— |
— |
— |
— |
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance—September 30, 2021 (unaudited) |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
For the Period From July 31, 2020 (Inception) through September 30, 2020 |
| |||||||||||||||||||||||||||
Common Stock |
Additional Paid-In Capital |
Accumulated Deficit |
Total Stockholders’ Deficit |
|||||||||||||||||||||||||
Class A |
Class B |
|||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance—July 31, 2020 (inception) |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||||||||||
Issuance of common stock to Sponsor |
— |
— |
— |
|||||||||||||||||||||||||
Net loss |
— |
— |
— |
— |
— |
( |
) |
( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance—September 30, 2020 (unaudited) |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended September 30, 2021 |
For the Period From July 31, 2020 (Inception) through September 30, 2020 |
|||||||
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 |
|
|
— |
| ||||
General and administrative expenses paid by Sponsor under note payable |
|
|
— |
|
|
|
|
|
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: |
|
|
|
| ||||
Offering costs paid in exchange for issuance of common stock to Sponsor |
$ | — | |
$ |
|
| ||
Offering costs included in accrued expenses and accounts payable |
|
$ |
— |
|
|
$ |
|
|
Offering costs included in note payable |
|
$ |
— |
|
|
$ |
|
|
As of March 31, 2021 |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Total assets |
$ |
$ |
$ |
|||||||||
Total liabilities |
$ |
$ |
$ |
|||||||||
Class A common stock subject to possible redemption |
||||||||||||
Preferred stock |
||||||||||||
Class A common stock |
( |
) |
||||||||||
Class B common stock |
||||||||||||
Additional paid-in capital |
( |
) |
||||||||||
Retained Earnings (accumulated deficit) |
( |
) |
( |
) | ||||||||
Total stockholders’ equity (deficit) |
$ |
$ |
( |
) |
$ |
( |
) | |||||
Total Liabilities, Class A Common Stock Subject to Redemption and Stockholders’ Equity (Deficit) |
$ |
$ |
$ |
For the Three Months Ended March 31, 2021 |
||||||||||||
As Reported |
Adjustment |
As Restated |
||||||||||
Supplemental Disclosure of Noncash Financing Activities: |
||||||||||||
Change in value of Class A common stock subject to possible redemption |
$ |
$ |
( |
) |
$ |
As of June 30, 2021: |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Total assets |
$ |
$ |
$ |
|||||||||
Total liabilities |
$ |
$ |
$ |
|||||||||
Class A common stock subject to possible redemption |
||||||||||||
Preferred stock |
||||||||||||
Class A common stock |
( |
) |
||||||||||
Class B common stock |
||||||||||||
Additional paid-in capital |
( |
) |
||||||||||
Retained earnings (accumulated deficit) |
( |
) |
( |
) |
( |
) | ||||||
Total stockholders’ equity (deficit) |
$ |
$ |
( |
) |
$ |
( |
) | |||||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) |
$ |
$ |
$ |
For the Six Months Ended June 30, 2021 |
||||||||||||
As Reported |
Adjustment |
As Restated |
||||||||||
Supplemental Disclosure of Noncash Financing Activities: |
||||||||||||
Change in value of Class A common stock subject to possible redemption |
$ |
$ |
( |
) |
$ |
Earnings Per Share for Class A Common Stock |
||||||||||||
As Previously Reported |
Adjustment |
As Restated |
||||||||||
For the Three Months Ended March 31, 2021 |
||||||||||||
Net income |
$ |
$ |
$ |
|||||||||
Weighted average shares outstanding |
||||||||||||
Basic and diluted earnings per share |
$ |
$ |
$ |
|||||||||
For the Three Months Ended June 30, 2021 |
||||||||||||
Net loss |
$ |
( |
) |
$ |
$ |
( |
) | |||||
Weighted average shares outstanding |
||||||||||||
Basic and diluted earnings per share |
$ |
$ |
( |
) |
$ |
( |
) | |||||
For the Six Months Ended June 30, 2021 |
||||||||||||
Net loss |
$ |
( |
) |
$ |
$ |
( |
) | |||||
Weighted average shares outstanding |
||||||||||||
Basic and diluted earnings per share |
$ |
$ |
( |
) |
$ |
( |
) |
Earnings Per Share for Class B Common Stock |
||||||||||||
As Previously Reported |
Adjustment |
As Restated |
||||||||||
For the Three Months Ended March 31, 2021 |
||||||||||||
Net income |
$ |
$ |
$ |
|||||||||
Weighted average shares outstanding |
||||||||||||
Basic and diluted earnings per share |
$ |
$ |
( |
) |
$ |
|||||||
For the Three Months Ended June 30, 2021 |
||||||||||||
Net loss |
$ |
( |
) |
$ |
$ |
( |
) | |||||
Weighted average shares outstanding |
||||||||||||
Basic and diluted earnings per share |
$ |
( |
) |
$ |
$ |
( |
) | |||||
For the Six Months Ended June 30, 2021 |
||||||||||||
Net loss |
$ |
( |
) |
$ |
$ |
( |
) | |||||
Weighted average shares outstanding |
||||||||||||
Basic and diluted earnings per share |
$ |
( |
) |
$ |
$ |
( |
) |
• |
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; |
• |
Level 2: Quoted prices in markets that are not active or financial instruments for which significant inputs to models are observable (including but not limited to quoted prices for similar securities, interest rates, foreign exchange rates, volatility and credit risk), either directly or indirectly; |
• |
Level 3: Prices or valuations that require significant unobservable inputs (including the Management’s assumptions in determining fair value measurement). |
For the Three Months Ended September 30, 2021 |
For the Nine Months Ended September 30, 2021 |
For the Period From July 31, 2020 (Inception) through September 30, 2020 |
||||||||||||||||||||||
Class A |
Class B |
Class A |
Class B |
Class A |
Class B |
|||||||||||||||||||
Basic and diluted net income (loss) per common stock: |
||||||||||||||||||||||||
Numerator: |
||||||||||||||||||||||||
Allocation of net income (loss) |
$ |
$ |
$ |
( |
) |
$ |
( |
) |
$ |
— |
$ |
( |
) | |||||||||||
Denominator: |
||||||||||||||||||||||||
Basic and diluted weighted average common shares outstanding |
— |
|||||||||||||||||||||||
Basic and diluted net income (loss) per 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. |
Gross proceeds from Initial Public Offering |
$ |
|||
Less: |
||||
Fair value of Public Warrants at issuance |
( |
) | ||
Offering costs allocated to Class A common stock subject to possible redemption |
( |
) | ||
Plus: |
||||
Accretion on Class A common stock subject to possible redemption amount |
||||
|
|
|||
Class A common stock subject to possible redemption |
$ |
|||
|
|
Description |
Quoted Prices in 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 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) |
$ | $ | $ |
At initial issuance |
||||
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 warrant liabilities to Level 2 |
( |
) | ||
Change in fair value of warrant liabilities |
|
|
|
|
|
|
|||
Derivative warrant liabilities at June 30, 2021 |
||||
|
|
|
|
|
Derivative warrant liabilities at September 30, 2021 |
$ |
|||
|
|
|
|
|
A-2 | ||||||||
Section 1.1 |
A-2 | |||||||
Section 1.2 |
A-20 | |||||||
A-23 | ||||||||
Section 2.1 |
A-23 | |||||||
Section 2.2 |
A-23 | |||||||
Section 2.3 |
A-24 | |||||||
Section 2.4 |
A-25 | |||||||
Section 2.5 |
A-25 | |||||||
A-26 | ||||||||
Section 3.1 |
A-26 | |||||||
Section 3.2 |
A-27 | |||||||
Section 3.3 |
A-28 | |||||||
Section 3.4 |
A-28 | |||||||
Section 3.5 |
A-28 | |||||||
Section 3.6 |
A-29 | |||||||
Section 3.7 |
A-30 | |||||||
Section 3.8 |
A-30 | |||||||
Section 3.9 |
A-31 | |||||||
Section 3.10 |
A-31 | |||||||
A-31 | ||||||||
Section 4.1 |
A-31 | |||||||
Section 4.2 |
A-32 | |||||||
Section 4.3 |
A-32 | |||||||
Section 4.4 |
A-34 | |||||||
Section 4.5 |
A-35 | |||||||
Section 4.6 |
A-35 | |||||||
Section 4.7 |
A-35 | |||||||
Section 4.8 |
A-35 | |||||||
Section 4.9 |
A-37 | |||||||
Section 4.10 |
A-39 | |||||||
Section 4.11 |
A-41 | |||||||
Section 4.12 |
A-41 |
Section 4.13 |
A-42 | |||||||
Section 4.14 |
A-42 | |||||||
Section 4.15 |
A-43 | |||||||
Section 4.16 |
A-45 | |||||||
Section 4.17 |
A-46 | |||||||
Section 4.18 |
A-46 | |||||||
Section 4.19 |
A-46 | |||||||
Section 4.20 |
A-47 | |||||||
Section 4.21 |
A-47 | |||||||
A-48 | ||||||||
Section 5.1 |
A-48 | |||||||
Section 5.2 |
A-49 | |||||||
Section 5.3 |
A-49 | |||||||
Section 5.4 |
A-50 | |||||||
Section 5.5 |
A-50 | |||||||
Section 5.6 |
A-50 | |||||||
Section 5.7 |
A-50 | |||||||
Section 5.8 |
A-50 | |||||||
Section 5.9 |
A-50 | |||||||
Section 5.10 |
A-50 | |||||||
Section 5.11 |
A-51 | |||||||
Section 5.12 |
A-51 | |||||||
A-52 | ||||||||
Section 6.1 |
A-52 | |||||||
Section 6.2 |
A-53 | |||||||
Section 6.3 |
A-53 | |||||||
Section 6.4 |
A-54 | |||||||
Section 6.5 |
A-55 | |||||||
Section 6.6 |
A-55 | |||||||
Section 6.7 |
A-55 | |||||||
Section 6.8 |
A-56 | |||||||
Section 6.9 |
A-56 | |||||||
Section 6.10 |
A-57 | |||||||
Section 6.11 |
A-57 | |||||||
Section 6.12 |
A-57 |
Section 6.13 |
A-57 | |||||||
Section 6.14 |
A-57 | |||||||
Section 6.15 |
A-58 | |||||||
Section 6.16 |
A-58 | |||||||
Section 6.17 |
A-58 | |||||||
Section 6.18 |
A-59 | |||||||
Section 6.19 |
A-59 | |||||||
Section 6.20 |
A-60 | |||||||
Section 6.22 |
A-60 | |||||||
A-61 | ||||||||
Section 7.1 |
A-61 | |||||||
Section 7.2 |
A-65 | |||||||
A-67 | ||||||||
Section 8.1 |
A-67 | |||||||
Section 8.2 |
A-67 | |||||||
Section 8.3 |
A-67 | |||||||
Section 8.4 |
A-68 | |||||||
Section 8.5 |
A-68 | |||||||
Section 8.6 |
A-68 | |||||||
Section 8.7 |
A-69 | |||||||
Section 8.8 |
A-69 | |||||||
Section 8.9 |
A-70 | |||||||
Section 8.10 |
A-70 | |||||||
Section 8.11 |
A-73 | |||||||
Section 8.12 |
A-73 | |||||||
Section 8.13 |
A-73 | |||||||
Section 8.14 |
A-74 | |||||||
Section 8.15 |
A-75 | |||||||
Section 8.16 |
A-76 | |||||||
Section 8.17 |
A-77 | |||||||
Section 8.18 |
A-77 | |||||||
Section 8.19 |
A-77 | |||||||
Section 8.20 |
A-77 | |||||||
Section 8.21 |
A-77 |
Section 8.22 |
A-78 | |||||||
Section 8.23 |
A-78 | |||||||
A-78 | ||||||||
Section 9.1 |
A-78 | |||||||
A-79 | ||||||||
Section 10.1 |
A-79 | |||||||
A-81 | ||||||||
Section 11.1 |
A-81 | |||||||
Section 11.2 |
A-81 | |||||||
Section 11.3 |
A-82 | |||||||
Section 11.4 |
A-84 | |||||||
Section 11.5 |
A-84 | |||||||
A-84 | ||||||||
Section 12.1 |
A-84 | |||||||
Section 12.2 |
A-85 | |||||||
A-85 | ||||||||
Section 13.1 |
A-85 | |||||||
Section 13.2 |
A-85 | |||||||
Section 13.3 |
A-86 | |||||||
Section 13.4 |
A-86 | |||||||
Section 13.5 |
A-87 | |||||||
Section 13.6 |
A-87 | |||||||
Section 13.7 |
A-88 | |||||||
Section 13.8 |
A-88 | |||||||
Section 13.9 |
A-88 | |||||||
Section 13.10 |
A-89 | |||||||
Section 13.11 |
A-89 | |||||||
Section 13.12 |
A-89 | |||||||
Section 13.13 |
A-89 | |||||||
Section 13.14 |
A-90 | |||||||
Section 13.15 |
A-90 |
EXHIBITS | ||
Exhibit A | Company A&R LLCA | |
Exhibit B | Form of Tax Receivable Agreement | |
Exhibit C | Form of Amended and Restated Registration and Stockholder Rights Agreement | |
Exhibit D | Form of Buyer Bylaws | |
Exhibit E | Form of Buyer Certificate of Incorporation | |
Exhibit F | Transaction Support Agreement | |
Exhibit G | Form of PIPE Subscription Agreement |
Defined Term |
Reference |
|||
ACA |
Section 4.15(c) | |||
Additional Buyer Filings |
Section 8.10(f) | |||
Affiliated Transactions |
Section 4.19 | |||
Agreement |
Preamble | |||
Allocation |
Section 4.19 | |||
Audited Financial Statements |
Section 4.4(a)(i) | |||
Blocker Affiliated Transactions |
Section 5.8 | |||
Blocker Bring-Down Certificate |
Section 11.2(b)(iii) | |||
Blocker Certificates of Merger |
Section 2.2(b) | |||
Blocker Dissenting Shareholders |
Section 3.6 | |||
Blocker Dissenting Shares |
Section 3.6 | |||
Blocker Effective Time |
Section 2.2(b) | |||
Blocker Letter of Transmittal |
Section 3.5(a) | |||
Blocker Merger Closing |
Section 2.2(a) | |||
Blocker Merger Sub 1 |
Preamble | |||
Blocker Merger Sub 2 |
Preamble | |||
Blocker Merger Sub 3 |
Preamble | |||
Blocker Merger Subs |
Preamble |
Defined Term |
Reference |
|||
Blocker Mergers |
Recitals | |||
Blockers |
Preamble | |||
Buyer |
Preamble | |||
Buyer Balance Sheet |
Section 6.10(c) | |||
Buyer Bring-Down Certificate |
Section 11.3(d) | |||
Buyer Contribution Amount |
Section 2.4(c) | |||
Buyer Parties |
Preamble | |||
Buyer Preferred Stock |
Section 6.3(a) | |||
Buyer Public Securities |
Section 6.9 | |||
Buyer SEC Documents |
Section 6.8(a) | |||
Buyer Warrants |
Section 6.3(a) | |||
Cancelled Equity Interests |
Section 3.1(d) | |||
CBA |
Section 4.9(a)(i) | |||
Certificates of Merger |
Section 2.2(c) | |||
Closing |
Section 2.2(a) | |||
Closing Date |
Section 2.2(a) | |||
Closing Form 8-K |
Section 8.10(g) | |||
Closing Press Release |
Section 8.10(g) | |||
Company |
Preamble | |||
Company A&R LLCA |
Recitals | |||
Company Bring-Down Certificate |
Section 11.2(a)(iv) | |||
Company Certificate of Merger |
Section 2.2(c) | |||
Company Merger |
Recitals | |||
Company Merger Closing |
Section 2.1(a) | |||
Company Merger Sub |
Preamble | |||
Company Unitholder Letter of Transmittal |
Section 4.3(a) | |||
Competing Buyer |
Section 8.21(a) | |||
Data Room |
Section 13.5 | |||
Delaware Corporation |
Section 8.22 | |||
DGCL |
Recitals | |||
DLLCA |
Recitals | |||
D&O Provisions |
Section 8.13(a) | |||
Effective Time |
Section 2.2(c) | |||
EIP |
Section 8.3(c) | |||
Environmental Permits |
Section 4.18 | |||
ESPP |
Section 8.4(b) | |||
Estimated Blocker Closing Statement |
Section 3.2(c) | |||
Estimated Company Closing Statement |
Section 3.2(a) | |||
Execution Date |
Preamble | |||
Failed Blocker Merger |
Section 2.2(a) | |||
Financial Statements |
Section 4.4(a) | |||
Foreign Plan |
Section 4.15(e) | |||
Group Company Processor |
Section 4.10(h) | |||
Indemnified Persons |
Section 8.13(a) | |||
Insurance Policies |
Section 4.16 | |||
Intended Tax Treatment |
Section 10.1(e) | |||
Internal Controls |
Section 4.4(c) |
Defined Term |
Reference |
|||
IRS |
Section 4.15(a) | |||
IVP Blocker |
Preamble | |||
IVP Blocker Merger |
Preamble | |||
JOBS Act |
Section 8.3(b) | |||
KPCB Blocker |
Preamble | |||
KPCB Blocker Merger |
Recitals | |||
Material Contract |
Section 4.9(b) | |||
Mergers |
Recitals | |||
Merger Subs |
Preamble | |||
New Equity Plans |
Section 8.4(b) | |||
Outside Date |
Section 12.1(c) | |||
Parties |
Preamble | |||
Party |
Preamble | |||
PCAOB Financial Statements |
Section 8.10(h) | |||
Permits |
Section 4.17(b) | |||
Permitted Equity Financing Proceeds |
Section 8.15(b)(i) | |||
PIPE Investment |
Recitals | |||
PIPE Investors |
Recitals | |||
Pre-Closing Period |
Section 7.1 | |||
Premium Cap |
Section 8.13(b)(ii) | |||
Recipient |
Section 1.1 | |||
Registration Rights Agreement |
Recitals | |||
Rollover Option |
Section 3.1(c)(iii) | |||
Rollover Warrant |
Section 3.1(c)(iv) | |||
Sale |
Section 10.1(e) | |||
Signing Form 8-K |
Section 8.10(b) | |||
Signing Press Release |
Section 8.10(b) | |||
Sponsor Side Letter |
Recitals | |||
Standard Form Agreements |
Section 4.10(d) | |||
Subscription Agreements |
Recitals | |||
Surviving Company |
Section 2.1(e) | |||
Surviving IVP Merger Sub |
Section 2.1(b) | |||
Surviving KPCB Merger Sub |
Section 2.1(a) | |||
Surviving Merger Subs |
Section 2.1(c) | |||
Surviving W Capital Merger Sub |
Section 2.1(c) | |||
Tail Policy |
Section 8.13(b)(ii) | |||
Tax Positions |
Section 10.1(g) | |||
Tax Receivable Agreement |
Recitals | |||
Trade Controls |
Section 4.20(a) | |||
Transaction Litigation |
Section 8.20 | |||
Transaction Support Agreement |
Recitals | |||
Trust Amount |
Section 6.7 | |||
Trust Distributions |
Section 13.9 | |||
Unaudited Balance Sheet |
Section 4.4(a)(ii) | |||
Unaudited Financial Statements |
Section 4.4(a)(ii) | |||
Unitholder Materials |
Section 3.5(b) | |||
W Capital Blocker |
Recitals | |||
W Capital Blocker Merger |
Recitals |
Notices to the Buyer Parties: Thayer Ventures Acquisition Corporation 25852 McBean Parkway, Suite 508 Valencia, CA 91355 Attention: Mark E. Farrell Email: mark@thayerventures.com |
with a copy to (which shall not constitute notice): Cooley LLP 1299 Pennsylvania Avenue, NW, Suite 700 Washington, DC 20004-2400 Attention: Daniel Peale Email: dpeale@cooley.com | |
Notices to the Blockers and to the Company: Inspirato LLC 1544 Wazee Street Denver, CO 80202 Attention: Brent Handler Brad Handler James Hnat |
with copies to (which shall not constitute notice): Wilson Sonsini Goodrich & Rosati 650 Page Mill Road Palo Alto, CA 94304-1050 Attention: Tony Jeffries Email: tjeffries@wsgr.com | |
and | ||
Email: brent@inspirato.com | ||
brad@inspirato.com jhnat@inspirato.com |
Wilson Sonsini Goodrich & Rosati One Market Plaza, Spear Tower, Suite 3300 San Francisco, CA 94105 Attention: Ethan Lutske E-mail: elutske@wsgr.com | |
Notices to the Surviving Company and, following the Closing, the Buyer: |
with copies to (which shall not constitute notice): | |
Wilson Sonsini Goodrich & Rosati | ||
Inspirato LLC 1544 Wazee Street Denver, CO 80202 Attention: Brent Handler |
650 Page Mill Road Palo Alto, CA 94304-1050 Attention: Tony Jeffries Email: tjeffries@wsgr.com | |
Brad Handler |
||
James Hnat |
and | |
Email: brent@inspirato.com brad@inspirato.com jhnat@inspirato.com |
Wilson Sonsini Goodrich & Rosati One Market Plaza, Spear Tower, Suite 3300 San Francisco, CA 94105 Attention: Ethan Lutske E-mail: elutske@wsgr.com |
BUYER: | ||
Thayer Ventures Acquisition Corporation | ||
By: | /s/ Mark E. Farrell | |
Name: Mark E. Farrell | ||
Title: Co-Chief Executive Officer | ||
BLOCKER MERGER SUBS: | ||
Passport Merger Sub I Inc. | ||
By: | /s/ Mark E. Farrell | |
Name: Mark E. Farrell | ||
Title: President | ||
Passport Merger Sub II Inc. | ||
By: | /s/ Mark E. Farrell | |
Name: Mark E. Farrell | ||
Title: President | ||
Passport Merger Sub III Inc. | ||
By: | /s/ Mark E. Farrell | |
Name: Mark E. Farrell | ||
Title: President | ||
COMPANY MERGER SUB: | ||
Passport Company Merger Sub, LLC | ||
By: | /s/ Mark E. Farrell | |
Name: Mark E. Farrell | ||
Title: Manager |
COMPANY: | ||
By: | /s/ Brent Handler | |
Name: | Brent Handler | |
Title: | Founder and Chief Executive Officer |
W CAPITAL PARTNERS III IBC, INC. | ||
By: | /s/ Stephen Wertheimer | |
Name: Stephen Wertheimer | ||
Title: Managing Director |
INSPIRATO GROUP, INC. | ||
By: | /s/ Todd Chaffee | |
Name: Todd Chaffee | ||
Title: Managing Director |
KPCB INVESTMENT I, INC. | ||
By: | /s/ Ted Schlein | |
Name: Ted Schlein | ||
Title: President |
BUYER: | ||
Thayer Ventures Acquisition Corporation | ||
By: |
/s/ Mark E. Farrell | |
Name: | Mark E. Farrell | |
Title: |
Co-Chief Executive Officer |
COMPANY: | ||
INSPIRATO LLC | ||
By: |
/s/ Brent Handler | |
Name: |
Brent Handler | |
Title: |
Chief Executive Officer |
THAYER VENTURES ACQUISITION | ||
CORPORATION |
By: | |
Name: Mark Farrell | ||
Title: Co-Chief Executive Officer |
Page |
||||||
C-15 | ||||||
6.1 | STOCK CERTIFICATES; PARTLY PAID SHARES | C-15 | ||||
6.2 | SPECIAL DESIGNATION ON CERTIFICATES | C-15 | ||||
6.3 | LOST CERTIFICATES | C-15 | ||||
6.4 | DIVIDENDS | C-16 | ||||
6.5 | TRANSFER OF STOCK | C-16 | ||||
6.6 | STOCK TRANSFER AGREEMENTS | C-16 | ||||
6.7 | REGISTERED STOCKHOLDERS | C-16 | ||||
6.8 | LOCK-UP | C-16 | ||||
C-18 | ||||||
7.1 | NOTICE OF STOCKHOLDERS’ MEETINGS | C-18 | ||||
7.2 | NOTICE TO STOCKHOLDERS SHARING AN ADDRESS | C-18 | ||||
7.3 | NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL | C-19 | ||||
7.4 | WAIVER OF NOTICE | C-19 | ||||
C-19 | ||||||
8.1 | RIGHT TO INDEMNIFICATION | C-19 | ||||
8.2 | RIGHT TO ADVANCEMENT OF EXPENSES | C-19 | ||||
8.3 | RIGHT OF INDEMNITEE TO BRING SUIT | C-20 | ||||
8.4 | NON-EXCLUSIVITY OF RIGHTS | C-20 | ||||
8.5 | INSURANCE | C-20 | ||||
8.6 | INDEMNIFICATION OF OTHER PERSONS | C-20 | ||||
8.7 | AMENDMENTS | C-21 | ||||
8.8 | CERTAIN DEFINITIONS | C-21 | ||||
8.9 | CONTRACT RIGHTS | C-21 | ||||
8.10 | SEVERABILITY | C-21 | ||||
C-21 | ||||||
9.1 | EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS | C-21 | ||||
9.2 | FISCAL YEAR | C-22 | ||||
9.3 | SEAL | C-22 | ||||
9.4 | CONSTRUCTION; DEFINITIONS | C-22 | ||||
9.5 | FORUM SELECTION | C-22 | ||||
C-23 |
Page |
||||||
ARTICLE I DEFINITIONS |
D-2 | |||||
Section 1.1 |
Definitions |
D-2 | ||||
Section 1.2 |
Interpretive Provisions |
D-16 | ||||
ARTICLE II ORGANIZATION OF THE LIMITED LIABILITY COMPANY |
D-17 | |||||
Section 2.1 |
Formation |
D-17 | ||||
Section 2.2 |
Filing |
D-17 | ||||
Section 2.3 |
Name |
D-17 | ||||
Section 2.4 |
Registered Office: Registered Agent |
D-17 | ||||
Section 2.5 |
Principal Place of Business |
D-17 | ||||
Section 2.6 |
Purpose; Powers |
D-17 | ||||
Section 2.7 |
Term |
D-18 | ||||
Section 2.8 |
Intent |
D-18 | ||||
ARTICLE III CLOSING TRANSACTIONS |
D-18 | |||||
Section 3.1 |
Transactions Occurring Prior to the Business Combination Agreement Transactions |
D-18 | ||||
Section 3.2 |
Business Combination Agreement Transactions |
D-18 | ||||
ARTICLE IV OWNERSHIP AND CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS |
D-19 | |||||
Section 4.1 |
Authorized Units; General Provisions with Respect to Units |
D-19 | ||||
Section 4.2 |
Capital Contributions |
D-22 | ||||
Section 4.3 |
Issuance of Additional Units |
D-22 | ||||
Section 4.4 |
Capital Accounts |
D-23 | ||||
Section 4.5 |
Other Matters Regarding Capital Contributions |
D-23 | ||||
Section 4.6 |
Exchange of Common Units |
D-24 | ||||
Section 4.7 |
Representations and Warranties of the Members |
D-29 | ||||
ARTICLE V ALLOCATIONS OF PROFITS AND LOSSES |
D-30 | |||||
Section 5.1 |
Profits and Losses |
D-30 | ||||
Section 5.2 |
Special Allocations |
D-30 | ||||
Section 5.3 |
Allocations for Tax Purposes in General |
D-32 | ||||
Section 5.4 |
Other Allocation Rules |
D-33 | ||||
ARTICLE VI DISTRIBUTIONS |
D-34 | |||||
Section 6.1 |
Distributions |
D-34 | ||||
Section 6.2 |
Tax-Related Distributions |
D-34 | ||||
Section 6.3 |
Distribution Upon Withdrawal |
D-35 | ||||
Section 6.4 |
Special Distributions to Facilitate Acquisitions |
D-35 | ||||
ARTICLE VII MANAGEMENT |
D-36 | |||||
Section 7.1 |
Board Rights; Member and Officer Duties |
D-36 | ||||
Section 7.2 |
Election of Board |
D-37 | ||||
Section 7.3 |
Resignation or Removal of Managers; Vacancy |
D-38 | ||||
Section 7.4 |
Role of Officers |
D-38 | ||||
Section 7.5 |
Warranted Reliance by Officers on Others |
D-39 | ||||
Section 7.6 |
Indemnification |
D-39 |
Section 7.7 |
Reclassification Events of PubCo |
D-41 | ||||
Section 7.8 |
Transactions between Company and PubCo |
D-41 | ||||
Section 7.9 |
Certain Costs and Expenses |
D-41 | ||||
ARTICLE VIII ROLE OF MEMBERS |
D-41 | |||||
Section 8.1 |
Rights or Powers |
D-41 | ||||
Section 8.2 |
Voting |
D-42 | ||||
Section 8.3 |
Various Capacities |
D-42 | ||||
Section 8.4 |
Investment Opportunities |
D-42 | ||||
ARTICLE IX TRANSFERS OF UNITS |
D-43 | |||||
Section 9.1 |
Restrictions on Transfer |
D-43 | ||||
Section 9.2 |
Notice of Transfer |
D-44 | ||||
Section 9.3 |
Transferee Members |
D-44 | ||||
Section 9.4 |
Legend |
D-45 | ||||
Section 9.5 |
Transfer |
D-45 | ||||
Section 9.6 |
Assignee’s Rights |
D-45 | ||||
Section 9.7 |
Assignor’s Rights and Obligations |
D-45 | ||||
ARTICLE X ACCOUNTING |
D-46 | |||||
Section 10.1 |
Books of Account |
D-46 | ||||
Section 10.2 |
Tax Elections |
D-46 | ||||
Section 10.3 |
Tax Returns; Information |
D-46 | ||||
Section 10.4 |
Company Representative |
D-47 | ||||
Section 10.5 |
Withholding Tax Payments and Obligations |
D-49 | ||||
ARTICLE XI DISSOLUTION |
D-49 | |||||
Section 11.1 |
Liquidating Events |
D-49 | ||||
Section 11.2 |
Bankruptcy |
D-50 | ||||
Section 11.3 |
Procedure |
D-50 | ||||
Section 11.4 |
Rights of Members |
D-51 | ||||
Section 11.5 |
Notices of Dissolution |
D-51 | ||||
Section 11.6 |
Reasonable Time for Winding Up |
D-51 | ||||
Section 11.7 |
No Deficit Restoration |
D-51 | ||||
ARTICLE XII GENERAL |
D-51 | |||||
Section 12.1 |
Amendments; Waivers |
D-51 | ||||
Section 12.2 |
Further Assurances |
D-52 | ||||
Section 12.3 |
Successors and Assigns |
D-52 | ||||
Section 12.4 |
Entire Agreement |
D-52 | ||||
Section 12.5 |
Rights of Members Independent |
D-53 | ||||
Section 12.6 |
Governing Law; Waiver of Jury Trial; Jurisdiction |
D-53 | ||||
Section 12.7 |
Headings |
D-53 | ||||
Section 12.8 |
Counterparts; Electronic Delivery |
D-53 | ||||
Section 12.9 |
Notices |
D-53 | ||||
Section 12.10 |
Representation by Counsel; Interpretation |
D-54 | ||||
Section 12.11 |
Severability |
D-54 | ||||
Section 12.12 |
Expenses |
D-54 | ||||
Section 12.13 |
No Third Party Beneficiaries |
D-55 |
Section 12.14 |
Confidentiality |
D-55 | ||||
Section 12.15 |
No Recourse |
D-55 |
COMPANY: | ||
INSPIRATO LLC | ||
By: | ||
Name: | ||
Title: |
PUBCO: | ||
THAYER VENTURES ACQUISITION CORPORATION | ||
By: | ||
Name: | ||
Title: |
EXISTING MEMBERS: | ||
By: | ||
Name: | ||
Title: |
By: | ||
Name: | ||
Title: |
Legal Name of Unitholder: |
Address: |
Number of Common Units to be Exchanged: |
Cash Exchange Payment instructions: |
Legal Name for Certificate Delivery: |
Address for Certificate Delivery: |
[Unitholder] | ||
By: | ||
Name: | ||
Title: |
[TRANSFEROR] | ||
By: |
Name: | ||
Title: |
[TRANSFEREE] | ||
By: |
Name: | ||
Title: | ||
Address for notices: |
COMPANY: THAYER VENTURES ACQUISITION CORPORATION, | ||
By: | | |
Name: Mark Farrell | ||
Title: Co-Chief Executive Officer | ||
HOLDERS: THAYER VENTURES ACQUISITION HOLDINGS LLC, | ||
By: | | |
Name: Christopher Hemmeter | ||
Title: Manager | ||
| ||
[●] |
THAYER VENTURES ACQUISITION CORPORATION | ||
By: | | |
Name: | ||
Title: |
INSPIRATO LLC | ||
By: | | |
Name: | ||
Title: |
SUPPORTING HOLDER: |
|
Name of Supporting Holder |
Subject Common Units |
Subject Series A-1 Convertible Preferred Units |
Subject Series A-2 Convertible Preferred Units |
Subject Series B Convertible Preferred Units |
Subject Series B-1 Convertible Preferred Units |
Subject Series C Convertible Preferred Units |
Subject Series D Convertible Preferred Units |
Subject Series E Preferred Units |
||||||||||||||||||||||||
[•] |
[ | •] | [ | •] | [ | •] | [ | •] | [ | •] | [ | •] | [ | •] | [ | •] |
1. | Amended and Restated Investor Rights Agreement, dated April 3, 2017, by and among the Company and the Investors (as defined therein). |
2. | Amended and Restated Right of First Refusal and Co-sale Agreement, dated April 3, 2017, by and among the Company and the Investors (as defined therein). |
3. | Management Rights Side Letter between Company and Millennium Finance Co. XI, L.P., dated June 12, 2012 |
4. | Management Rights Side Letter between Company and W Capital Partners III IBC, Inc. c/o W Capital Partners, LLC, dates September 11, 2014 |
5. | Assignment of Secondary Right of First Refusal between Company, BRM Ventures, LLC, Millennium Finance Co. XI, L.P., Inspirato Group, Inc., and W Capital Partners III IBC, Inc. |
THAYER VENTURES ACQUISITION CORPORATION | ||||
By: | /s/ Mark E. Farrell | |||
Name: | Mark E. Farrell | |||
Title: | Co-Chief Executive Officer, Co-President and Chief Financial Officer |
THAYER VENTURES ACQUISITION HOLDINGS, LLC | ||
By: | /s/ Mark E. Farrell | |
Name: Mark E. Farrell | ||
Title: Manager | ||
OTHER CLASS B HOLDERS | ||
/s/ H. Charles Floyd | ||
H. Charles Floyd | ||
/s/ Ren Riley | ||
Ren Riley | ||
/s/ Lawrence M. Kutscher | ||
Lawrence M. Kutscher | ||
/s/ Caroline Shin | ||
Caroline Shin | ||
/s/ R. David Edelman | ||
R. David Edelman |
INSPIRATO LLC | ||||
By: | /s/ Brent Handler | |||
Name: | Brent Handler | |||
Title: | Founder and Chief Executive Officer |
Name of Supporting Holder |
Buyer Class A Common Stock |
Buyer Class B Common Stock | ||
H. Charles Floyd |
0 | 25,000 | ||
Ren Riley |
0 | 25,000 | ||
Lawrence M. Kutscher |
0 | 25,000 | ||
Caroline Shin |
0 | 25,000 | ||
R. David Edelman |
0 | 25,000 |
INSPIRATO, INC. | ||
By: | | |
Name: | ||
Title: | ||
INSPIRATO LLC | ||
By: | | |
Name: | ||
Title: | ||
[TRA PARTY REPRESENTATIVE] | ||
By: | | |
Name: | ||
Title: |
TRA PARTIES : |
[●] |
|
THAYER VENTURES ACQUISITION CORP. |
By: | | |
Name: | ||
Title: |
SUBSCRIBER: | ||||
Signature of the Subscriber: | Signature of Joint Subscriber, if applicable: | |||
By: | By: | |||
Name: Title: |
Name: Title: | |||
Date: |
||||
Name of the Subscriber: | Name of Joint Subscriber, if applicable: | |||
|
| |||
(Please print. Please indicate name and capacity of person signing above) |
(Please Print. Please indicate name and capacity of person signing above) | |||
|
||||
Name in which securities are to be registered (if different from the name of the Subscriber listed directly above): |
||||
Email Address: | ||||
If there are joint investors, please check one: | ||||
☐ Joint Tenants with Rights of Survivorship | ||||
☐ Tenants-in-Common |
||||
☐ Community Property | ||||
The Subscriber’s EIN: ______________________ |
Joint Subscriber’s EIN: ______________ | |||
Business Address-Street: | Mailing Address-Street (if different): | |||
|
| |||
|
| |||
City, State, Zip: | City, State, Zip: |
Attn: | Attn: | |
Telephone No.: |
Telephone No.: | |
Facsimile No.: |
Facsimile No.: | |
Shares issued in the Subscription: |
||
Applicable Purchase Price: $ |
A. | QUALIFIED INSTITUTIONAL BUYER STATUS |
(Please check the applicable subparagraphs): |
1. | ☐ We are a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “ Securities Act ”) (a “QIB |
2. | ☐ We are subscribing for the Shares as a fiduciary or agent for one or more investor accounts, and each owner of such account is a QIB. |
B. | ACCREDITED INVESTOR STATUS (Please check the box if applicable): |
1. | ☐ We are an institutional “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and have marked and initialed the appropriate box below indicating the provision under which we qualify as an institutional “accredited investor.” |
C. | AFFILIATE STATUS (Please check the applicable box) SUBSCRIBER: |
☐ | is: |
☐ | is not: |
☐ | Any bank, registered broker or dealer, insurance company, registered investment company, business development company, or small business investment company; |
☐ | Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000; |
☐ | Any employee benefit plan, within the meaning of the Employee Retirement Income Security Act of 1974, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5,000,000; |
☐ | Any corporation, similar business trust, partnership or any organization described in Section 501(c)(3) of the Internal Revenue Code, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; or |
☐ | Any trust with assets in excess of $5,000,000, not formed to acquire the securities offered, whose purchase is directed by a sophisticated person. |
Offering Date: | ||
Employee’s Social Security Number (for U.S.-based employees): |
| |
Employee’s Address: |
| |
| ||
|
Dated: | |
|
| |||
Signature of Employee |
Name and Address of Participant: | ||
| ||
| ||
| ||
Signature: | ||
|
Date: | |
Incorporated by Reference |
||||||||||||||||||
Exhibit |
Description |
Schedule/Form |
File Number |
Exhibits |
Filing Date |
|||||||||||||
99.4 | Consent of Scot Sellers to be named as a director. | |||||||||||||||||
99.5 | Consent of Eric Grosse to be named as a director. | |||||||||||||||||
99.6 | Consent of Ann Payne to be named as a director. | |||||||||||||||||
99.7+ | Preliminary Proxy Card. | |||||||||||||||||
101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL document). | |||||||||||||||||
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||||||||||||
101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |||||||||||||||||
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||||||||||||||||
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |||||||||||||||||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||||||||||||
104 | Cover Page Interactive Data File, formatted in Inline XBRL (included within the Exhibit 101 attachments). |
* | Previously filed. |
# | Indicates management contract or compensatory plan or arrangement. |
+ | To be filed by amendment. |
† | Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601. The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
THAYER VENTURES ACQUISITION CORPORATION | ||||
By: | /s/ Mark E. Farrell | |||
Name: | Mark E. Farrell | |||
Title: | Co-Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer | |||
By: | /s/ Chris Hemmeter | |||
Name: | Chris Hemmeter | |||
Title: | Co-Chief Executive Officer, Director and Secretary |
Signature |
Title |
Date | ||
/s/ Mark E. Farrell Mark E. Farrell |
Co-Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer |
December 3, 2021 | ||
/s/ Christopher Hemmeter Christopher Hemmeter |
Co-Chief Executive Officer, Director and Secretary |
December 3, 2021 | ||
* H. Charles Floyd |
Director | December 3, 2021 | ||
* Ren Riley |
Director | December 3, 2021 | ||
* Lawrence M. Kutscher |
Director | December 3, 2021 | ||
* Caroline Shin |
Director | December 3, 2021 | ||
* R. David Edelman |
Director | December 3, 2021 |
* | /s/ Mark E. Farrell | |
Attorney-in-Fact |