Item 4.02. Non-Reliance on Previously Issued Financial
Statements or a Related Audit Report or Completed Interim Review.
On April 12, 2021, the Staff of the Securities and Exchange
Commission (the SEC) released a statement (the SEC Statement) expressing the view that certain warrants issued by special purpose acquisition companies (SPACs) may require classification as a liability of the
entity measured at fair value, with changes in fair value recorded each period in earnings. The SEC Statement discusses certain features of warrants issued in SPAC transactions that may be common across many entities. The SEC
Statement indicates that when one or more of such features is included in a warrant, the warrant should be classified as a liability measured at fair value, with changes in fair value each period reported in earnings.
Thayer Ventures Acquisition Corp. (Thayer Ventures) has classified its private placement warrants (the Private
Warrants) and public warrants (the Public Warrants and together with the Private Warrants, the Warrants), as a component of stockholders equity in its historical financial statements. The Public Warrants were
initially issued in connection with its initial public offering and the Private Warrants were issued in a private placement concurrent with the initial public offering.
Thayer Venturess management initially evaluated the accounting for the Warrants at their issuance and believed its positions to be
appropriate at that time. While the terms of the Warrants have not changed, as a result of the SEC Statement, Thayer Ventures has determined to classify the Warrants as liabilities and will subsequently measure them at fair value pursuant to
Accounting Standards Codification 815 in Thayer Venturess financial statements.
On May 11, 2021, the Audit Committee of the
Board of Directors (the Audit Committee), after considering the recommendations of and in consultation with management, concluded that Thayer Venturess previously issued audited financial statements as of December 31, 2020 and
for the period from July 31, 2020 (inception) through December 31, 2020 (the Affected Period) as contained in Thayer Venturess Annual Report on Form 10-K filed with the SEC on
March 24, 2021 (the Thayer 10-K) should no longer be relied upon due to such change in classification of the Warrants. As of December 31, 2020, Thayer Ventures had 8,625,000 Public
Warrants and 7,175,000 Private Warrants outstanding and subject to the reclassification as described herein. The change in accounting for the Warrants does not impact the amounts previously reported for cash and cash equivalents or investments held
in the trust account for any period reported.
Thayer Ventures intends to file an amendment to the Thayer
10-K (the Amended Thayer 10-K) reflecting this change in classification of the Warrants for the Affected Period, and the corresponding changes to the
financial statement items for the Affected Period will be set forth through disclosures in the restated financial statements included in the Amended Thayer 10-K. In addition, the Amended Thayer 10-K will reflect the expense of certain issuance costs associated with the Warrants that were previously offset against stockholders equity. The Audit Committee and management have discussed the matters
disclosed in this Current Report on Form 8-K with Thayer Venturess current independent registered public accounting firm, WithumSmith+Brown, PC.
In connection with the restatement, management re-evaluated the effectiveness of Thayer
Venturess disclosure controls and procedures as of December 31, 2020. Management concluded that Thayer Venturess disclosure controls and procedures were not effective as of December 31, 2020, due to a material weakness in
internal control over financial reporting with respect to the accounting for complex equity instruments, solely as a result of the classification of the Warrants as components of equity instead of as derivative liabilities.