Inspirato Financial Projections and Business Highlights
INSPIRATO
Disclaimer
Confidentiality, Proprietary Information and Forward-Looking Statements
Confidentiality and Disclosures
This presentation has been prepared for use by Thayer Ventures Acquisition Corp ("TVAC") and Inspirato LLC ("Inspirato") in connection with their proposed business combination. This presentation is for information purposes only and is being provided to you solely in your capacity as a potential
investor in considering an investment in TVAC and may not be reproduced or redistributed, in whole or in part, without the prior written consent of TVAC and Inspirato. Neither TVAC nor Inspirato makes any representation or warranty as to the accuracy or completeness of the information contained
in this presentation. The information in this presentation and any oral statements made in connection with this presentation are subject to change and are not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in TVAC and are not intended
to form the basis of any investment decision in TVAC. This presentation does not constitute either advice or a recommendation regarding any securities. You should consult your own legal, regulatory, tax, business, financial and accounting advisors to the extent you deem necessary, and must make your
own decisions and perform your own independent investment analysis of an investment in TVAC and the transactions contemplated in this presentation.
This presentation and any other oral or written statements made in connection with this presentation shall neither constitute an offer to sell nor the solicitation of an offer to buy any securities, or the solicitation of any proxy, vote, consent or approval in any jurisdiction in connection with the proposed
business combination, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdictions. This communication is restricted by law; it is not intended for distribution to,
or use by any person in, any jurisdiction where such distribution or use would be contrary to local law or regulation.
Additional Information and Where to Find It
In connection with the proposed business combination, TVAC filed a registration statement on Form S-4 (the "Registration Statement") that includes a preliminary proxy statement and prospectus with respect to TVAC's securities to be issued in connection with the proposed business combination that
also constitutes a preliminary prospectus of TVAC and will mail a definitive proxy statement/prospectus and other relevant documents to its shareholders. The Registration Statement is not yet effective. The Registration Statement, including the proxy statement/prospectus contained therein, when it is
declared effective by the Securities and Exchange Commission (the "SEC"), will contain important information about the proposed business combination and the other matters to be voted upon at a meeting of TVAC's shareholders to be held to approve the proposed business combination and other
matters (the "Special Meeting") and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. Before making any voting decision, TVAC's shareholders and other interested persons are advised to read, when available, the Registration Statement and
the proxy statement/prospectus, as well as any amendments or supplements thereto, and all other relevant documents filed or that will be filed with the SEC because they will contain important information about the proposed business combination. When available, the definitive proxy
statement/prospectus will be mailed to TVAC shareholders as of a record date to be established for voting on the proposed business combination and the other matters to be voted upon at the Special Meeting. TVAC shareholders will also be able to obtain copies of the definitive proxy
statement/prospectus, without charge, once available, at the SEC's website at www.sec.gov or by directing a request to [email protected]. The information contained on, or that may be accessed through, the websites referenced in this document is not incorporated by reference into, and is not a part of,
this document.
Forward-Looking Statements
Certain statements in this presentation may constitute "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements include, but are not limited to, statements regarding TVAC's or Inspirato's expectations, hopes, beliefs, intentions or strategies regarding the
future including, without limitation, statements regarding: (i) the size, demands and growth potential of the markets for Inspirato's products and Inspirato's ability to serve those markets, (ii) the degree of market acceptance and adoption of Inspirato's products, (iii) Inspirato's ability to compete with other
companies engaged in the luxury travel industry, (iv) Inspirato's ability to continue to obtain new and renew its existing supply of luxury travel properties; Inspirato's ability to attract and retain members, (v) the implied upside and implied valuation of Inspirato and (vi) Inspirator's projected financial results,
including whether Inspirato may optimize or prioritize for growth or margin within the projected years and the resulting actual financial results and performance for such projected years. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or
circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," continue," "could," "estimate,” “expect,” “intend," "may," "might," "plan," "possible," "potential,” “predict," "project," "should," "strive,” “would” and similar expressions may
identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject
to risks and uncertainties. You should carefully consider the risks and uncertainties described in TVAC's reports filed with the SEC and available at the SEC's website at www.sec.gov, including under "Risk Factors" in Part I, Item 1A of TVAC's Annual Report on Form 10-K for the fiscal
December 31, 2020, as amended, in Part II, Item 1A of TVAC's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021 and in the final Registration Statement. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and TVAC and Inspirato assume no obligation and do not intend to update or revise
these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither TVAC nor Inspirato gives any assurance that either TVAC or Inspirato will achieve its expectations.
Use of Projections
year ended
The financial projections, estimates and targets in this presentation are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond TVAC's and Inspirato's control. While all financial projections, estimates
and targets are necessarily speculative, TVAC and Inspirato believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation. The assumptions and estimates underlying
the projected, expected or target results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the financial projections, estimates and targets. In particular,
assumptions around increased margins are predicated on reducing growth-oriented acquisition and operating spend, achieving economies of scale and in-destination critical mass and a reduction in operating expenses. There can be no assurance that Inspirato will be able to achieve these efficiencies and
cost reductions or that if Inspirato does achieve them they will have the desired effect. The inclusion of financial projections, estimates and targets in this presentation should not be regarded as an indication that TVAC and Inspirato, or their representatives, considered or consider the financial projections,
estimates and targets to be a reliable prediction of future events.
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