Filed by Thayer Ventures Acquisition Corporation pursuant to
Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Thayer Ventures Acquisition Corporation
Commission File No.: 001-39791
This filing relates to the proposed business combination between Inspirato LLC (Inspirato) and Thayer Ventures Acquisition Corporation
(Thayer) pursuant to the terms of that certain Business Combination Agreement, dated as of June 30, 2021 (the Business Combination Agreement).
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Forward-Looking Statements
This document may contain a number of forward-looking statements. Forward-looking statements include information concerning Thayers or
Inspiratos possible or assumed future results of operations, business strategies, debt levels, competitive position, industry environment, potential growth opportunities and the effects of regulation, including whether this proposed business
combination will generate returns for shareholders. These forward-looking statements are based on Thayers or Inspiratos managements current expectations, estimates, projections and beliefs, as well as a number of assumptions
concerning future events. When used in this document, the words estimates, projected, expects, anticipates, forecasts, plans, intends, believes,
seeks, may, will, should, future, propose and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify
forward-looking statements.
These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of
known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Thayers or Inspiratos managements control, that could cause actual results to differ materially from the results discussed
in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited to: (a) the occurrence of any event, change or other circumstances that could give rise to the termination of
the and the proposed business combination contemplated thereby; (b) the inability to complete the Business Combination Agreement proposed business combination due to the failure to obtain approval of the shareholders of Thayer or other
conditions to closing in the Business Combination Agreement; (c) the ability to meet Nasdaqs listing standards following the consummation of the proposed business combination; (d) the inability to complete the private placement into
Thayer; (e) the risk that the proposed business combination disrupts current plans and operations of Inspirato or its subsidiaries as a result of the announcement and consummation of the transactions described herein; (f) the ability to
recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and
suppliers and retain its management and key employees; (g)