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

Registration No. 333-259570

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”).

Investor Presentation
JANUARY 2022

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 which was declared effective on January 18, 2022 (the “Registration Statement”) that includes a definitive proxy statement with respect to TVAC’s securities to be issued in connection with the proposed business combination that also constitutes a prospectus of TVAC and has mailed a definitive proxy statement/prospectus and other relevant documents to its shareholders of record as of December 21, 2021. The Registration Statement, including the proxy statement/prospectus contained therein contains 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 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. TVAC shareholders will also be able to obtain copies of the definitive proxy statement/prospectus, without charge, at the SEC’s website at www.sec.gov or by directing a request to TVAC@mzgroup.us. 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 the “Risk Factors” section of TVAC’s final Registration Statement and other documents filed, or to be filed, by Thayer Ventures from time to time with the SEC. 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
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.

Disclaimer (cont.)
Use of Data
The data contained herein is derived from various internal and external sources. All of the market data in the presentation involves a number of assumptions and limitations, and there can be no guarantee as to the accuracy or reliability of such assumptions. Further, no representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any projections or modeling or any other information contained herein. Any data on past performance or modeling contained herein is not an indication as to future performance. TVAC and Inspirato assume no obligation to update the information in this presentation. Further, the Inspirato financial data, 2012 through 2017, included in this presentation were audited in accordance with private company AICPA standards.
Key Performance Metrics and Use of Non-GAAP Financial Measures
This presentation includes certain non-GAAP financial measures (including on a forward-looking basis) such as Adjusted EBITDA and Adjusted EBITDA Margin. Adjusted EBITDA is a non-GAAP financial measure that we define as net income (loss) before interest expense, interest income, taxes, depreciation and amortization, equity-based compensation expense, warrant fair value gains and losses, losses on sale of assets, pandemic related severance costs, public company readiness expenses, and gain on forgiveness of debt. Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue. Using any such financial measure to analyze Inspirato’s business would have material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant. These non-GAAP measures are an addition, and not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with GAAP. Reconciliations of non-GAAP measures to their most directly comparable GAAP counterparts are included in the Appendix to this presentation. Inspirato believes that these non-GAAP measures of financial results (including on a forward-looking basis) provide useful supplemental information to investors about Inspirato. Inspirato’s management uses forward-looking non-GAAP measures to evaluate Inspirato’s projected financials and operating performance. However, there are a number of limitations related to the use of these non-GAAP measures, including that they exclude significant expenses that are required by GAAP to be recorded in Inspirato’s financial measures. In addition, other companies may calculate non-GAAP measures differently, or may use other measures to calculate their financial performance, and therefore, Inspirato’s non-GAAP measures may not be directly comparable to similarly titled measures of other companies. Additionally, to the extent that forward-looking non-GAAP financial measures are provided, they are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations.
This presentation includes certain key performance metrics, such as ARR, LTV / CAC, Active Subscriptions, Active Subscribers and total nights delivered. Inspirato’s management uses these key performance metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions. Our key performance metrics may differ from estimates published by third parties or from similarly titled metrics of other companies due to differences in methodology.
Participation in Solicitation
TVAC, Inspirato and their respective directors and officers may be deemed participants in the solicitation of proxies of TVAC shareholders in connection with the proposed business combination. TVAC shareholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of TVAC in TVAC’s final prospectus, relating to the final Registration Statement, which has been filed with the SEC on January 18, 2022. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to TVAC shareholders in connection with the proposed business combination. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed business combination has been included in the Registration Statement that TVAC has filed with the SEC.
Trademarks
TVAC and Inspirato own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This presentation may also contain trademarks, service marks, trade names and copyrights of third parties, which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names or products in this presentation is not intended to, and does not imply, a relationship with TVAC or Inspirato, or an endorsement or sponsorship by or of TVAC or Inspirato. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this presentation may appear without the TM, SM, ® or © symbols, but such references are not intended to indicate, in any way, that TVAC or Inspirato will not assert, to the fullest extent under applicable law, their rights or the right of
the applicable licensor to these trademarks, service marks, trade names and copyrights.

Today’s presenters
Brent Handler Web Neighbor Chris Hemmeter Mark Farrell
F O U N D E R & C E O C H I E F F I N A N C I A L O F F I C E R C O—C E O C O —C E O
20+ years experience in the 15+ years in corporate finance 35+ years experience in 18+ years experience in travel travel industry and real estate travel and hospitality and transportation

Thayer Ventures & TVAC overview
TVAC Over view
• Affiliated with Thayer Ventures, TVAC is supported by a prominent investment platform for promising travel and transportation entrepreneurs since 20091
• $176 million2 SPAC formed in order to invest in the travel and transportation market
Industry DNA
Comprised of investors from the travel industry including major real estate owners, global hotel brands, industry experts and executives from leading corporations across the global travel sector
Our Target Thesis
• Travel technology company with scale, growth and revenue visibility in an asset-light model
• Proprietary technology and significant barriers to entry
• Compelling narrative through COVID-19 with resilient business model
• Visionary management team and culture of innovation ready to go “on offense” and propel growth post-COVID
Notes:
1. TVAC Q3 2021 10-Q SEC filing
2. Based on cash in trust disclosed in TVAC Q3 2021 10-Q SEC filing

Table of Contents
Section 1
Company Overview
Section 2
Business Highlights
Section 3
Financial & Transaction Summary
Section 4
Appendix

Section 1.
Company Overview
Sonoma, CA

MISSION STATEMENT
Deliver exceptional luxury travel
experiences with superior service
and certainty

Inspirato founders revolutionized luxury subscription travel
2000 200 2 2010 2019 2022
• Closed-ended luxury vacation club • Open-ended luxury vacation • Introduced luxury travel subscription with owned real estate club with leased real estate with no nightly rates, taxes or fees
• 6-figure initiation fee and set price • Affordable subscriptions with • Highly complementary with for committed annual usage variable nightly rates Inspirato Club offering
Note:
1. Founders left Exclusive Resorts in 2009; founded Inspirato in 2010

Inspirato at a glance
To t a l R e ve nu e B Y T H E N U M B E R S
( $ i n m m )
$885 $366mm $201mm 4.0x
‘12 – ’19 CAGR: 39%
‘21 – ’25 CAGR: 41% 2022E Revenue 2022E ARR1 2021E LTV / CAC2
$685
~13,800+ 799,000+ ~$85mm
Total Active Subscribers3 Total Nights Delivered4 Total Raised5
$507
R E P R E S E N TA T I V E R E P R E S E N TA T I V E $366 I N V E S TO R S PA RT N E R S
$217 $222 $179 $166 $157 $164 $118 $89 $46 $22
2012 2013 2014 2015 2016 2017 2018 2019 2020 2021E 2022E 2023E 2024E 2025E
Source:    Company financial model
Notes:
1. Annual Recurring Revenue (“ARR”) is calculated as the number of Active Subscriptions as of the end of a period multiplied by the then-current annualized subscription rate for each applicable subscription type at the end of the period for which ARR is being calculated.
2. Lifetime Value (“LTV”) is calculated as total subscription and usage-based revenue (including enrollment fees) for a subscriber’s expected time as a subscriber and adjusted for assumed margin based on management estimates. LTV includes revenue from upgrades (i.e., Club to Pass upgrades and Dues Only adding Pass).
For purposes of calculating total LTV, Inspirato calculates LTV for each subscription type and calculates a weighted average by estimated mix of new subscriber types. Customer Acquisition Cost (“CAC”) is calculated as total customer acquisition spend divided by customers acquired for a given period
3. Total Active Subscribers as of 12/31/2021 includes all subscribers who have one or more Active Subscription(s)
4. Total nights delivered through 12/31/2021 includes all Paid, Inspirato Pass, employee and other complimentary nights in all residences and hotels; excludes bookings from experience travel and Inspirato Travel Services
5. Total equity capital raised as of 12/31/2021

The Inspirato platform
C L U B FO R E X C L U S I V E A C C E S S T O : W I T H E N D - T O - E N D S E R V I C E
Enrollment Monthly Exclusive Inspiration Fee Subscription Nightly Rates 425+ 420+ $600 $600
Residences1 Hotel & Resort Partners1
P A S S Personal
Advisor
Experiences Partners & Events Enrollment Monthly NO Nightly
Fee Subscription Rates, Taxes, Experience Booking $2,500 $2,500 or Fees
S U P E R I O R T O T R A D I T I O N A L H O S P I TA L I T Y
Highly Visible Subscription Revenue
Captive, Zero-Cost Demand
Profitable Loyalty Program
Note:
1. As of 12/31/2021; Inspirato’s portfolio of more than 425 Residences and more than 420 Hotel & Resort Partners are located across more than 230 destinations

Inspirato serves a highly attractive subscriber demographic
To t a l A c t ive S u b s c r i b e r C o u n t 1
( i n t h o u s a n d s )
~13,800 82%
1 2 ‘21 – ’25 CAGR: 17% Active Subscribers Married
As of 12/31/2021,
• Inspirato added ~2,000 net Active Subscribers1 YTD 24.9 67% 54% • Total Active Subscribers1: ~13,800
• Total Subscriptions3: ~14,900
Household Children at Home2 4
• Annual Recurring Revenue : $135 million 21.2
Income of $250k+2
17.9
15.1
Age Range2
5% 5% 13.8
13.1
12.4
17% 25-34 11.7
14% 11.4
35-44
45-54
55-64 29% 65-74
30% 75+
Source:    Inspirato internal systems as of 12/31/2021, except for demographic statistics; company financial model as of 05/07/2021 2017 2018 2019 2020 2021 2022E 2023E 2024E 2025E Notes:
1. Total Active Subscribers as of 12/31/2021 includes all subscribers who have one ore more Active Subscription(s).
2. Demographic statistics per Inspirato internal systems as of 03/31/2021
3. Active Subscriptions are subscriptions as of the measurement date that are paid in full, as well as those for which the Company expect payment for renewal
4. Annual Recurring Revenue (“ARR”) is calculated as the number of Active Subscriptions as of the end of a period multiplied by the then-current annualized subscription rate for each applicable subscription type at the end of the period for which ARR is being calculated.

Inspirato has increased controlled accommodations by over 28% in the past 6-months
To t a l R e s i d e n c e s a n d H o t e l Pe n t h o u s e s , S u i t e s & R o o m s
( # o f u n i t s ) Strategic opportunity to grow dedicated supply, 28% growth since June 30, 2021 including penthouses, suites and rooms, through luxury hospitality relationships
538 82 420 30
30 5
M O N T A G E H E A L D S B U R G ( 8 ) M O N T A G E D E E R V A L L E Y ( 6 ) HEALDSBURG, CALIFORNIA PARK CITY, UTAH
385 426
I N S P I R A T O S O H O A T T H E L A N G H A M C H I C A G O ( 6 ) D O M I N I C K ( 2 6 ) CHICAGO, ILLINOIS
6/30/21 1 12/31/21 NEW YORK, NEW YORK Residences Residences Under Agreement Hotel Penthouses, Suites & Rooms
Source:    Inspirato internal systems as of 12/31/2021 Note:
1. Represents residences in which the Company has signed lease agreements but has yet to offer on the platform

Exclusive portfolio of unique luxury residences
90+
DES TINATIONS1
425+
RESIDENCES1
~$1.5bn
RESIDENCE P ORTFOLIO VALUE 1
Note:
1. Based on management estimates as of 12/31/2021; Figures are specific to Inspirato’s portfolio of Residences only (excludes Hotels & Resorts, Experiences, and Inspirato Travel Services)

Inspirato democratizes luxury travel with next-generation subscription platform
M A R K E T P L A C E F A M I L Y O F L U X U R Y S U B S C R I P T I O N O T A P R O P E R T Y & T I M E S H A R E B R A N D S B R A N D T R A V E L R E N T A L
M A N A G E R
Inspirato provides exceptional vacations with outstanding value for travelers and attractive economics and efficiency for real estate and hospitality partners

Section 2.
Business Highlights
Los Cabos, Mexico

Business highlights
1 Large and Growing Addressable Market
2 Inspirato Pass Defines Subscription Luxury Travel
3 Attractive Unit Economics
4 Significant Barriers to Entry
5 Multiple Avenues for Continued Growth

1. Market
Demand TAM of $135bn, expected to grow to $230bn by 2025
Market Demand TAM
2025
2019 Market Demand TAM
~9%
~$230bn
Market Demand TAM
~$135bn
Market Demand SAM    Market Demand SAM
~$100bn    ~$175bn
• Total Addressable Market (TAM) represents total spend on lodging by high-net-worth individuals1
• Serviceable Addressable Market (SAM) considers lodging spend by high-net-worth individuals engaged in luxury travel
• Secular trends such as post-COVID travel recovery and rise of “Work from Anywhere” may accelerate industry growth
• Inspirato’s demand TAM growth will be mainly driven by momentum in tourism and
high-net-worth households
TAM
SAM
CAGR
Source:    US Census Bureau, ILTM, Euromonitor, Knight Frank, Capgemini, Oxford Economics
Note:
1. High-Net-Worth Individuals is defined as households with income greater than $250k / year or net worth greater than $1mm

1. Market
Supply TAM of $275bn expected to grow to $385bn by 2025
Market Supply TAM
2025
2019 Market Supply TAM
~6%
~$385bn
Market Supply TAM
~$275bn
Market Supply SAM Market Supply SAM
~$65bn ~$90bn
TAM SAM CAGR
• Total Addressable Market (TAM) represents total room revenues of luxury hotel chains and luxury private rentals
• Serviceable Addressable Market (SAM) represents the market rental value of lodging assets accessible for Inspirato partnerships
• Supply TAM growth rates expected to rebound towards pre-COVID levels starting in H2 2021
• Inspirato’s supply TAM growth will be mainly driven by momentum in luxury hotel market and private property rental market
Source:    STR, AirDNA, Euromonitor, Co Star, Technavio, Skift

2. Inspirato Pass
Inspirato’s business model solves pain points for luxury travelers and hospitality suppliers
M A R K E TP L A C E P R O B L E M
I N S P I R AT O S O L U T I O N
Frustration with nightly rates, taxes and fees Simplicity
D E M A N D S I D E
Distrust of variable pricing Certainty
Global
Luxury Travelers Inconsistent quality and service Service
Perishable inventory with high fixed cost and Ability to move incremental inventory
S U P P LY S I D E
low variable cost during both high and low seasons
Luxury Hotels/Vacation
Inability to discount due to price integrity, Ability to discount without fear of
Rentals
repatriation and brand reputation repatriation and brand degradation

2. Inspirato Pass
Inspirato Pass is a safe haven for luxury hospitality suppliers to distribute excess capacity
T H E R E I S 3 2 % S P O I L A G E I N T H E H O T E L I N D U S T R Y D U E T O :
• Rate parity rules that restrict nonconforming pricing across distribution channels
• Brand degradation risk from discounting, especially in the luxury sector
• Low-spend guests from traditional opaque and “flash-sale” channels
W O R L D W I D E S P O I L A G E 1
E AC H DAY E A C H Y E A R
H O TE L N I G H T S 6mm 2bn
L UX U R Y 372k 136mm
H O TE L N I G H T S
E C O N O M I C $711mm $260bn
S P O I L A G E
L U X U R Y
E C O N O M I C $106mm $39bn
S P O I L A G E
Note:
1. Assumed spoilage based on analysis of 2019 STR Total World Trend Report and Total World Luxury Class Trend Report

2. Inspirato Pass
Inspirato Pass is a safe haven for luxury hospitality suppliers to distribute excess capacity
T H E R E I S 3 2 % S P O I L A G E I N T H E H O T E L I N D U S T R Y D U E T O :
• Rate parity rules that restrict nonconforming pricing across distribution channels
• Brand degradation risk from discounting, especially in the luxury sector
• Low-spend guests from traditional opaque and “flash-sale” channels
W O R L D W I D E S P O I L A G E 1
E AC H DAY E A C H Y E A R
H O TE L N I G H T S 6mm 2bn
L UX U R Y 372k 136mm
H O TE L N I G H T S
E C O N O M I C $711mm $260bn
S P O I L A G E
L U X U R Y
E C O N O M I C $106mm $39bn
S P O I L A G E
Note:
1. Assumed spoilage based on analysis of 2019 STR Total World Trend Report and Total World Luxury Class Trend Report

2. Inspirato Pass
Continued innovations with Pass provide subscribers with greatly enhanced value and utility
1.8+ million
Inspirato Pass Trips1
Length of Stay
27% 27%
2-3 Nights
4-6 Nights
7+ Nights
46%
~570k ~760k
Beach Trips1 Metropolitan Trips1
~180k ~315k
Mountain Trips1 Lifestyle Trips1
Notes: Inspirato internal systems as of 12/31/2021
1. All available Pass Trips on Inspirato Pass website as of 12/31/2021
2. Booking Window is defined as the length of time between date of Trip offered on Pass list and Trip check-in date; do not add to 100% due to rounding
Booking Window2
1% 4% 6%
<1 Month
1-2 Months
2-3 Months
3+ Months 88%
2. Inspirato Pass
Pass subscribers enjoy near limitless hospitality and exceptional value
T H E P E N I N S U L A C H I C A G O H O T E L V E R N E T H O T E L T E R R A I N S P I R AT O R E S I D E N C E CHICAGO, ILLINOIS PARIS, FRANCE JACKSON HOLE, WYOMING ASPEN, COLORADO
3 Nights 5 Nights 2 Nights 4 Nights
1 YR
JOINED
ANNIVERSARY OCTOBER 20191 OCTOBER 2020
TH E P E N I N S U L A C H I C A G O I N S P I R AT O R E S I D E N C E S U B S C R I B E R T R A V E L S U M M A R Y CHICAGO, ILLINOIS VAIL, COLORADO
1 Night 7 Nights
U S A G E S U M M A RY F I N A N C I A L S U M M A R Y
Key Travel 22 nights Actual Trip Value $43,824 Reservation Date Booking Window 137 nights Subscription Cost2 $30,000 Check in Canceled/Idle 206 nights Passholder Savings $13,824
Notes:
1. Data from an actual Pass subscriber who joined in October 2019
2. Excludes $2,500 Pass enrollment fee

2. Inspirato Pass
Inspirato Pass proprietary technology
I N V E N TO RY D ATA I N P U T PA T E N T S A L L O W E D A L G O R I T H M U S E R E X P E R I E N C E
Real-time shopping of millions of Allows for customizable trip selection Passholders quickly and easily find date, rate and trip options based on a multitude of criteria the best travel options by filtering and sorting the trip list through the Inspirato Pass UX
~1.8 million
I N S P I R ATO
Inspirato
Direct Experiences PA S S T R I P S Residences Hotel
Hotel In-house and Proprietary Wholesalers
Connections third-party
residential 175+ 1,700+ inventory
L UX U R Y UNIQUE D E S T I N AT I O N S U N I T S
M I L L I O N S O F Q U A L I F I E D T R I P S P O T E N T I A L T R I P S S E L E C T E D
Source:    Inspirato internal systems as of 12/31/2021

2. Inspirato Pass
Growth from Pass launch through pandemic
Pa s s A n n u a l    R e c u r r i n g R e ve nu e 2
( $ i n m m )    
PR E – PA N D E M I C G R O W T H
(June 2019 – February 2020)
0 to ~2,200 Expected growth with proven business model $149
A c t i v e P a s s h o l d e r s 1
Proven resiliency $73mm+ Launch &
$86
1 , 2 rapid growth
P a s s A R R $73
$60 $53
49%
P a s s A R R C o m p o u n d e d
$3
M o n t h l y G r o w t h R a t e 1 , 2
Q2’19 Q3’19 Q4’19 Q1’20 Q2’20 Q3’20 Q4’20 Q1’21 Q2’21 Q3’21 Q4’21 Q1’22E Q2’22E Q3’22E Q4’22E
Source:    Company financial model
Notes:
1. As of 02/29/2020
2. ARR is calculated as the number of Active Subscribers as of the end of a period multiplied by the then-current annualized subscription rate, based on the subscriber’s subscription type at the end of the period for which ARR is being calculated.

2. Inspirato Pass
Inspirato Pass requires fewer subscribers to reach scale
# o f s u b s c r i b e r s r e q u i r e d f o r e a c h $ 1 0 0 m m i n a n n u a l s u b s c r i p t i o n r e ve n u e 1
Annual 834,000
Subscription Cost2
596,000
$120 Spotify $168 Netflix $468 Peloton $1,548 Rent the Runway
214,000
$8,5003 Wheels Up $30,0003 Inspirato Pass 64,600
Notes:
1. Annual subscription revenue is the product of the annual subscription cost multiplied by the number of subscribers
2. Based on company websites as of 10/04/2021. Represents Spotify Premium Subscription, Netflix Standard Subscription, Peloton All Access Membership, Rent the Runway 8-Item/Month Subscription and Wheels-Up Core Membership
3. Excludes enrollment fee; as of 10/04/2021

3. Unit Economics
Powerful leverage for driving sustainable, long-term profitability
Strong unit economics drive profitable growth
• Inspirato’s data-driven approach to marketing Pass Annual Subscription Cost1: $30,000 spend and conversion funnel enables superior sales efficiency
Club Annual Subscription Cost1: $7,200
• Club customer retention history serves as strong proof points for projected Pass performance
2021 Customer Acquisition Cost2: ~$5,350
• Loyal subscriber base enables LTV expansion through upgrade to Pass or Family / Premium
2017-2019 Avg. Club Customer Retention: ~83%
Sharing Add-On
2020 Club Customer Retention: ~78% • Path to increasing subscriber LTV as scale enables margin expansion
2021 Projected LTV / 2021 CAC2: 4.0x+
Source:    Company financial model
Notes:
1. Excludes enrollment fee
2. Lifetime Value (“LTV”) is calculated as total subscription and usage-based revenue (including enrollment fees) for a subscriber’s expected time as a subscriber and adjusted for assumed margin based on management estimates. LTV includes revenue from upgrades (i.e., Club to Pass upgrades and Dues Only adding
Pass). For purposes of calculating total LTV, Inspirato calculates LTV for each subscription type and calculates a weighted average by estimated mix of new subscriber types. Customer Acquisition Cost (“CAC”) is calculated as total customer acquisition spend divided by customers acquired for a given period

3. Unit Economics
Rapid payback periods validate sales and marketing spend
Pass Club
Indicative Monthly Subscription Contribution Margin1: ~40% Indicative Monthly Subscription Contribution Margin1: ~67% A Payback Period – Month-to-Month: 3 months A Payback Period – Month-to-Month: 12 months
B Payback Period – Pre-Paying2: 6 months B B Payback Period – Pre-Paying2: 14 months B
+400 A +1,000 A
+400 +400 +400 +1,000
+1,000
($5,718)
(5,350) (5,350) +1,000 +2,500
+1,000 +400 +400 +1,000 +600 +400 +400
CAC3 M1 M2 M3 M4 M5 M6 CAC3 M1 M2 M3 M4 M11 M12 M13 M14
Enrollment Fee
Customer Acquisition Cost (CAC)3 ($) (Assumes 100% Margin Contribution) ($) Monthly Subscription ($)
Source:    Company financial model
Notes:
1. Inspirato calculates indicative monthly subscription contribution margin as the weighted average margin of dues, residence, hotel and idle activities which are fully burdened for both COGS and OpEx expenses associated with delivering of these activities. For the avoidance of doubt, these indicative margins do not include overhead costs and certain operating costs unassociated with delivering of these streams of revenue. Actual monthly subscription contribution margin for these revenue streams have historically varied greatly from month to month depending on the activity usage of the passholder. Indicative monthly subscription contribution margin is included for illustrative purposes only. Monthly subscription contribution margin takes into consideration direct contribution associated with each subscription and utilization mix of activities for each subscriber
2. Payback period shown is based on the revenue recognition schedule rather than cash flow; current assumed margins for illustrative purposes based on management estimates
3. Customer Acquisition Cost (“CAC”) is calculated as total customer acquisition spend divided by customers acquired for a given period

4. Barriers to Entry
Inspirato has built significant barriers to entry that help protect its subscription products
1 2
3
C O N T R O L L E D /E X C L U S I V E R A T E & L U X U R Y S A L E S & L U X U R Y I N V E N T O R Y C A L E N D A R C O N T R O L S E R V I C E
Through exclusive leases, manage and control Ability to effectively manage and fully 440+ person sales and service organization, 425+ residences worth ~$1.5bn dictate rate and availability without including dedicated travel advisors and on-site landlord interference concierge
4 5 6 7
P R E D I C T A B L E P R O P R I E T A R Y T R U S T E D A N D I C O N I C N E T W O R K SU B S C R I P T I O N R E V E N U E T E C H N O L O G Y L I F E S T Y L E B R A N D E F F E C T
~13.8k Active Subscriber1 base provides Patents allowed business process technology $100mm+ invested during the last Growing, affluent subscriber base allows for consistent cash flow and stability that provides opaque subscription distribution 10 years aggressive property expansion, improving value of perishable inventory proposition for subscribers
Source:    Inspirato internal systems and management estimates as of 12/31/2021
1. Total Active Subscribers as of 12/31/2021 includes all subscribers who have one ore more Active Subscription(s)

4. Barriers to Entry
Invested $100mm+ in marketing over the last 10 years
Efficient
Inventory Growth • Greater efficiency, higher occupancy, improved Broader Brand economic utilization and increased RevPAR1 Improve Retention Visibility
• Lower inventory cost, lower subscriber acquisition cost and increased volume with Enable Investment in Subscriber Lead captive, zero-cost demand Services & Experiences Generation
• Enhanced service offerings and higher customer retention and engagement
Grow ARR Efficient Subscriber Growth
Enhance LTV / CAC
Note:
1. RevPAR (Revenue per Available Unit) is calculated by dividing residence and hotel revenue by the total number of nights available for a given period

4. Barriers to Entry
Disciplined inventory management
To t a l Ava i l ab l e N i g h t s & E xc l u s ive R e s i d e n c e C o u n t
% o f L e a s e s w i t h Te r m i n a t i o n
426
383
349 323
285 270 276 247
110 158 95 134
84 82
77 78 80 80 64
40
2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 Total Available Nights (in thousands) Exclusive Residence Count
Source:    Inspirato internal systems as of 12/31/2021 Notes:
1. Includes leases, net rate and revenue share agreements for residences
C l a u s e o f 1 Ye a r o r L e s s 1
89%
% o f L e a s e s w i t h
Fo r c e M a j e u r e C l a u s e 1
89%

5. Growth
Multiple avenues for continued growth
I N V E S T M E N T I N T O
C O R E P L A T F O R M
Inventory expansion via luxury
vacation rental managers
2
E X P A N S I O N O F
I N S P I R A T O P A S S
Various price points
3
A D J A C E N T
L I F E S T Y L E E X P A N S I O N
Corporate incentive travel
Recycle capital through strategic
Sports & entertainment Bespoke & adventure travel purchase / leaseback partnerships
Innovative platform investments International City & private clubs
Optimize sales and marketing
Bundled commercial air
Private aviation

5. Growth
Luxury vacation rental management market is ripe for consolidation
Local and Niche Companies Scaled Platforms Luxury Travel Subscription
• Thousands of local, micro players Incumbents with less than 20 properties under management
• Insufficient marketing • Volume offering-oriented • Exclusively managed and controlled residences
End User
• Inconsistent user experience • Vacation roulette • Branded, highly curated luxury experience
Experience
• Limited service offering • Limited service offering • Personalized, in-destination service
• Inefficient • Visitor roulette • Attractive, high-end clientele
Owner Experience • High fees • Inflexible, with high fees • Certainty of fixed lease income
• Narrow margins • Unpredictable revenues • Asset protection and preservation

Financial & Transaction Summary
Section 3.
Tuscany, Italy

Financial highlights
Proven Track Record
Strong Momentum in Recent Performance
& Leading Indicators/KPIs
Predictable Subscription Model with Reoccurring Revenue Upside
Attractive Unit Economics
Demonstrated Capital Efficiency & Operating Leverage With Scale
Financial highlights
• Eight consecutive years of growth with revenue CAGR of 39% from 2012 – 2019
• Demand consistently increases to meet new property supply
• Flexible asset-light cost structure provides ability to efficiently manage operating expenses
• Stronger than expected performance as pandemic concerns ease
• COVID recovery tailwinds evidenced by occupancy of Q4’21, ~13pp higher than Q4’191
• Subscription revenue provides high visibility into go-forward plan
• $96mm+ of 12-month forward bookings, an improvement of ~46% vs. same period in 20192
• Ability to rapidly scale revenue as existing customer base increases usage
• Rapid payback periods on each subscriber acquired
• Efficient LTV / CAC of 4.0x+ estimated for 2021E; leverage from greater sales and marketing
efficiency expected
• Adjusted EBITDA3 positive in both 2019 and 2020
• Asset-light leased portfolio with flexible termination rights and force majeure provides the
benefits of control without the burdens of ownership
Source:    Company financial model as of 05/07/2021 and Inspirato internal systems as of 12/31/2021 Notes:
1. As of 12/31/2021 compared to 12/31/2019
2. As of 12/31/2021 and 12/31/2019, respectively
3. Adjusted EBITDA is a non-GAAP financial measure that we define as net income (loss) before interest expense, interest income, taxes, depreciation and amortization, equity-based compensation expense, warrant fair value gains and losses, losses on sale of assets, pandemic related severance costs,
public company readiness expenses, and gain on forgiveness of debt.

Historical and projected growth
A c t ive S u b s c r i b e r s 1 R e ve nu e
( I n t h o u s a n d s ) ( $ i n m m )
‘21 – ’25 CAGR: 16% ‘12 – ’19 CAGR: 39%
24.9
21.2
17.9
15.1
13.1 13.8
11.7
2019 2020 2021 2022E 2023E 2024E 2025E
To t a l N i g h t s D e l ive r e d ( R e s i d e n c e + H o t e l ) 2 A n n u a l R e c u r r i n g R e ve n u e 3
( I n t h o u s a n d s ) ( $ i n m m )
‘12 – ’19 CAGR: 26% ‘12 – ’19 CAGR: 58%
581 $ 456
‘21 – ’25 CAGR: 42% ‘21 – ’25 CAGR: 36%
448 223 $ 370 327 $ 285 231 170 144 123 $ 201 110 84 86 358 $135
48 278 $101 $91
40 204
28 96 144
70 56
2019 2020 2021 2022E 2023E 2024E 2025E
Residence Hotel 2019 2020 2021 2022E 2023E 2024E 2025E
Source:    Company financial model as of 05/07/2021 Notes:
1. Total Active Subscribers as of 12/31/2021 includes all subscribers who have one ore more Active Subscription(s).
2. Total Nights Delivered includes all Paid, Inspirato Pass, employee and other complimentary nights in all residences or hotels; excludes bookings from experience travel and Inspirato Travel Services
3. ARR is calculated as the number of Active Subscriptions as of the end of a period multiplied by the then-current annualized subscription rate, based on the subscriber’s subscription type at the end of the period for which ARR is being calculated.

Accelerating momentum for Q4 2021, as core leading indicators for residence portfolio significantly surpass Q4 2019 levels
N e x t 1 2 m o n t h Pa i d & S t a y e d U s a g e B a c k l og 1 To t a l O c c u p a n c y 2
( $ i n m m )
+51% $69 84% +13pp
$45 70%
Dec ‘19 Dec ‘21 Q4 ‘19 Q4 ‘21
Pa i d A D R 3 Pa i d R e v PA R 4
+8% $1,649 $1,145 $1,525 +31%
$874
Q4 ‘19 Q4 ‘21 Q4 ‘19 Q4 ‘21
Source:    Inspirato internal systems and residence portfolio as of 12/31/2021 Notes:
1. Value of residence reservations in the upcoming 12-month period as of 12/31/2019 and 12/31/2021, respectively
2. Total Occupancy is inclusive of Paid, Pass and complimentary trips associated with sales
3. Paid ADR (Average Daily Rate) = Total Paid Residence Revenue / Total Paid Residence Nights
4. RevPAR (Revenue per Available Unit) is calculated by dividing residence travel revenue, which does not include Pass Revenue, by the total number of nights available for a given period, excluding nights used for Pass Reservations.

As pandemic concerns ease and restrictions lift, pent up demand has been stronger than expected
To t a l N i g h t s B o o ke d 1
56,732
51,681 49,705 47,292 46,050
39,697 38,185 35,373 35,067
29,107 28,981
27,747
Q1 ‘19 Q1 ‘20 Q1 ‘21 Q2 ‘19 Q2 ‘20 Q2 ‘21 Q3 ‘19 Q3 ‘20 Q3 ‘21 Q4 ‘19 Q4 ‘20 Q4 ‘21
N e w A c t ive S u b s c r i b e r s 2
1,199 1,076 978 886 914 815 759 605 601 601 543
288
Q1 ‘19 Q1 ‘20 Q1 ‘21 Q2 ‘19 Q2 ‘20 Q2 ‘21 Q3 ‘19 Q3 ‘20 Q3 ‘21 Q4 ‘19 Q4 ‘20 Q4 ‘21
Source:    Inspirato internal systems as of 12/31/2021 Notes:
1. Total Nights Booked includes all Paid, Inspirato Pass, employee and other complimentary nights in all residences and hotels; excludes bookings from experience travel and Inspirato Travel Services
2. New Active Subscribers as of 12/31/2021 includes all new subscribers who have one or more Active Subscription(s).

Consistent track record of industry leading occupancy
2 0 1 9 – 2 0 2 1 O c c u p a n c y L e ve l s
89%
91%
88%
84%
78% 77% 77% 78% 72% 69% 70%
40%
Q1 ‘19 Q2 ‘19 Q3 ‘19 Q4 ‘19 Q1 ‘20 Q2 ‘20 Q3 ‘20 Q4 ‘20 Q1 ‘21 Q2 ‘21 Q3 ‘21 Q4 ‘21
2019 2020 2021
• Despite pandemic-related disruption in Q4 2021, delivered 84% residence occupancy, thirteen percentage points higher than Q4 2019
• Coming out of the pandemic, 2021 occupancy was significantly higher than 2020 and has surpassed pre-pandemic levels
• Tailwinds from “Work from Anywhere” and “Revenge Travel” allow for aggressive expansion of both inventory and occupancy
Source:    Inspirato internal systems as of 12/31/2021

Q3 2021 Financial Update
2021E ($ in thousands) Q1’21A Q2’21A Q3’21A
(Forecasted)
Total Revenue $49,280 $52,286 $64,824 $222,373
Cost of Revenue1 32,089 35,623 42,394 153,766
Gross Profit 17,191 16,663 22,430 68,607
Gross Margin 35% 32% 35% 31%
Sales & Marketing2 5,249 6,000 7,856 36,069
% of Revenue 11% 11% 12% 16%
Technology & Development2 883 897 1,177 16,757 % of Revenue 2% 2% 2% 8%
General & Administrative2,3 8,634 13,024 15,530 30,858
% of Revenue 18% 25% 24% 14%
Total Operating Expense2 14,766 19,921 24,563 83,683
% of Revenue 30% 38% 38% 38%
Adjusted EBITDA4 2,425 (3,258) (2,133) (15,077)
Adjusted EBITDA Margin5 5% (6%) (3%) (7%)
Source:    Company financial model as of 05/07/2021 Notes:
1. Cost of Revenue excludes depreciation and amortization
2. Total operating expenses presented in this presentation are consistent with our audited financial statements, however, we have reclassified certain expenses as follows:: (i) costs related to providing member services included in general and administrative and sales and marketing in this presentation are reported as
Operations in our audited financial statements and (ii) corporate technology costs reported in technology and development costs in this presentation are reported in general and administrative costs in our audited financial statements
3. General & Administrative expense excludes equity-based compensation, pandemic-related severance costs and public company readiness costs.
4. Adjusted EBITDA is a non-GAAP financial measure that we define as net income (loss) before interest expense, interest income, taxes, depreciation and amortization, equity-based compensation expense, warrant fair value gains and losses, losses on sale of assets, pandemic related severance costs,
public company readiness expenses, and gain on forgiveness of debt. We have not reconciled the non-GAAP measures for the future periods to their corresponding GAAP measures because certain reconciling items such as stock-based compensation depend on factors such as stock price and thus cannot be
reasonably predicted. Accordingly, reconciliation to the non-GAAP projected measures are not available. The GAAP measures may vary significantly
5. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenue

Financial projections (cont.)
Optimized Stabilized
Optimizing for Growth 3 3
Margin Projection
($ in thousands) 2021E 2022E 2023E 2024E 2025E 2025E Maturity
Subscription Revenue 95,808 161,619 226,128 303,126 381,493 366,612 562,500
Usage Revenue 126,565 204,646 280,930 381,535 503,259 466,332 687,500
Total Revenue 222,373 366,265 507,058 684,661 884,752 1 822,945 1 1,250,000
Revenue Growth 35% 65% 38% 35% 29% 20% 10%
Cost of Revenue 153,766 256,313 355,216 477,385 605,441 510,271 737,500
Gross Profit 68,607 109,953 151,842 207,277 279,311 2 312,673 2 512,500
Gross Margin 31% 30% 30% 30% 32% 38% 41%
Sales & Marketing 36,069 52,983 64,669 74,508 83,483 75,135 110,000
% of Revenue 16% 14% 13% 11% 9% 9% 9%
Technology & Development 16,757 19,617 19,925 22,603 25,679 25,679 30,000
% of Revenue 8% 5% 4% 3% 3% 3% 2%
General & Administrative 30,858 46,888 53,308 59,806 67,312 57,215 80,000
% of Revenue 14% 13% 11% 9% 8% 7% 6%
Total Operating Expense 83,683 119,489 137,902 156,917 176,474 158,029 220,000
% of Revenue 38% 33% 27% 23% 20% 19% 18%
Adjusted EBITDA1 (15,077) (9,536) 13,940 50,359 102,837 3 154,645 3 292,500
Adjusted EBITDA Margin2 (7%) (3%) 3% 7% 12% 19% 23%
•1 Moderating sales growth in the long term is a lever to reduce growth-oriented portfolio acquisition and operating spend Revenue Growth
29% → 10%
•2 Projected Gross Margin enhancement driven by optimizing composition of residence portfolio, economies of scale, and in-destination critical mass
Gross Margin
32% → 41%
•3 Adjusted EBITDA margin of ~23% as a result of Gross Margin expansion and reduction in Operating Expense, leveraging investments in platform across substantial Active Subscriber and ARR base
Adj. EBITDA Margin
12% → 23%
Source:    Company financial model as of 05/07/2021. Please refer to “Risk Factors Summary” in Appendix Notes:
1. Adjusted EBITDA is a non-GAAP financial measure that we define as net income (loss) before interest expense, interest income, taxes, depreciation and amortization, equity-based compensation expense, warrant fair value gains and losses, losses on sale of assets, pandemic related severance costs, public company readiness expenses, and gain on forgiveness of debt.
2. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenue
3. The information presented under “Optimizing for Margin” and “Stabilized Projection Maturity” are presented for illustrative purposes only. Inspirato may not choose to prioritize or optimize for margin during the projected years to target achievement of such projections

Inspirato has numerous options for optimizing margin
Projected Margin Expansion
2021E 2025E Stabilized3 Revenue Growth: 35% 29% 10% Gross Margin: 31% 32% 41% Adjusted EBITDA Margin1, 2: (7%) 12% 23%
• Growth: Subscription Sales vs. Revenue
✓ Subscription pricing
✓ ADR and utilization opportunity
• Gross margin
✓ Portfolio optimization
✓ In-sourcing key vendor categories
• Adjusted EBITDA Margin
✓ Moderate Sales & Marketing
✓ Leverage Technology spend
✓ Scale Corporate G&A
Source:    Company financial model as of 05/07/2021 Notes:
1. Adjusted EBITDA is a non-GAAP financial measure that we define as net income (loss) before interest expense, interest income, taxes, depreciation and amortization, equity-based compensation expense, warrant fair value gains and losses, losses on sale of assets, pandemic related severance costs, public company readiness expenses, and gain on forgiveness of debt.
2. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenue
3. The information presented under “Stabilized” is presented for illustrative purposes only. Inspirato may not choose to prioritize or optimize for margin during the projected years to target achievement of such projections

Transaction overview
Sources & Uses ($ in mm)1
Sources Amount %
TVAC Cash2 $176 12% Cash Proceeds from PIPE3 90 6% Equity Rollover 1,070 76% Existing Balance Sheet Cash 79 6%
Total Sources $1,415 100%
Uses Amount %
Cash to Balance Sheet 309 22% Equity Rollover 1,070 76% Transaction Costs 36 3%
Total Uses $1,415 100%
Notes:    Assumes no redemptions from TVAC investors. Excludes impact of 7.2mm sponsor warrants and 8.6mm public warrants
1. Sources & Uses / Pro Forma Ownership do not add to 100% due to rounding
2. Excludes any interest earned on the TVAC Cash in Trust. TVAC Cash amount subject to change depending on the actual interest earned
3. Includes proceeds from the PIPE and direct placement by TVAC
4. Includes 107.0mm existing shareholder rollover shares, 9.0mm PIPE shares, 2.8mm TVAC Sponsor shares (net of 1.5mm share forfeiture) and 17.3mm TVAC investor shares
Pro Forma Valuation ($ in mm)
PF Shares Outstanding4 136.1
Share Price $10.00
PF Equity Value $1,361
(-) PF Net Cash (309)
PF Enterprise Value $1,052
PF EV / 2022E Revenue 2.9x
2022E Revenue $366
Pro Forma Ownership1
TVAC Sponsors TVAC Investors 2% 13%
Existing Shareholders PIPE 79% 7%

Section 4. Appendix
Breckenridge, CO

Financial projections
Optimizing for Growth
($ in thousands) 2018 2019 2020 2021E 2022E 2023E 2024E 2025E
Total Revenue 178,652 217,079 165,590 222,373 366,265 507,058 684,661 884,752
Revenue Growth 9% 22% (24%) 34% 65% 38% 35% 29%
Cost of Revenue1 112,855 137,132 98,864 153,766 256,313 355,216 477,385 605,441
Gross Profit 65,797 79,947 66,726 68,607 109,952 151,842 207,276 279,311
Gross Margin 37% 37% 40% 31% 30% 30% 30% 32%
Sales & Marketing2 23,569 26,300 15,525 36,069 52,983 64,669 74,508 83,483
% of Revenue 13% 12% 9% 16% 14% 13% 11% 9%
Technology & Development2 11,951 13,756 12,943 16,757 19,617 19,925 22,603 25,679
% of Revenue 7% 6% 8% 8% 5% 4% 3% 3%
General & Administrative2,3 31,629 38,534 30,440 30,858 46,888 53,308 59,806 67,312
% of Revenue 18% 18% 18% 14% 13% 11% 9% 8%
Total Operating Expense2 67,149 78,590 58,908 83,684 119,488 137,902 156,917 176,474
% of Revenue 38% 36% 36% 38% 33% 27% 23% 20%
Adjusted EBITDA4 (1,352) 1,358 7,817 (15,077) (9,536) 13,940 50,359 102,837
Adjusted EBITDA Margin5 (1%) 1% 5% (7%) (3%) 3% 7% 12%
Source:    Company financial model as of 05/07/2021 Notes:
1. Cost of Revenue excludes depreciation and amortization
2. Total operating expenses presented in this presentation are consistent with our audited financial statements, however, we have reclassified certain expenses as follows:: (i) costs related to providing member services included in general and administrative and sales and marketing in this presentation are reported as Operations in our audited financial statements and (ii) corporate technology costs reported in technology and development costs in this presentation are reported in general and administrative costs in our audited financial statements
3. General & Administrative expense excludes equity-based compensation and pandemic-related severance costs
4. Adjusted EBITDA is a non-GAAP financial measure that we define as net income (loss) before interest expense, interest income, taxes, depreciation and amortization, equity-based compensation expense, warrant fair value gains and losses, losses on sale of assets, pandemic related severance costs, public company readiness expenses, and gain on forgiveness of debt.
5. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenue

Operating expenses
1 S a l e s & M a r ke t i n g E x p e n s e s 2 Te c h n o l og y & D e ve l o p m e n t E x p e n s e s
( $ i n m m ) $83 ( $ i n m m )
$75 $26 $23 $65
$53 $20 $20 $17
$14 $13 $36 $26 $16
2019 2020 2021E 2022E 2023E 2024E 2025E 2019 2020 2021E 2022E 2023E 2024E 2025E
% of % of
12% 9% 16% 14% 13% 11% 9% 6% 8% 8% 5% 4% 3% 3% Revenue Revenue
3 G e n e r a l & A d m i n i s t r a t ive E x p e n s e s K e y H i g h l i g h t s
( $ i n m m ) $67 $60
$53 Increase in S&M expenses attributed to building out salesforce to drive
$47 1 acceleration in new Active Subscribers, cross-sell and upsell of existing products
$39
$30 $31 Investment in T&D to continue to optimize online functionality and platform 2 optimization G&A expected to decline as percent of revenue driven by economies of scale 2019 2020 2021E 2022E 2023E 2024E 2025E 3 and lack of need for additional corporate and senior team resources
% of
18% 18% 14% 13% 11% 9% 8%
Revenue
Source:    Company financial model as of 05/07/2021. Please refer to “Risk Factors Summary” in Appendix
Note: Total operating expenses presented in this presentation are consistent with our audited financial statements, however, we have reclassified certain expenses as follows:: (i) costs related to providing member services included in general and administrative and sales and marketing in this presentation are reported as Operations in our audited financial statements and (ii) corporate technology costs reported in technology and development costs in this presentation are reported in general and administrative costs in our audited financial statements

Non-GAAP measure reconciliation
($ in thousands) 2018 2019 2020 YTD 2021 (Q3)
Net Income (Loss) (11,337) (6,249) (540) (13,599)
Interest Expense, net 2,232 999 542 483 Warrant Fair Value Losses (Gains) 72 66 (214) 456 Pandemic Related Severance — 607 -Depreciation & Amortization 6,524 5,107 4,633 3,158 Equity-Based Compensation 1,157 1,434 2,790 2,847 Public Company Readiness Costs ——6,677 Gain on Forgiveness of Debt ——(9,518)
Adjusted EBITDA1 (1,352) 1,357 7,818 (9,496)
Note:
1. Adjusted EBITDA is a non-GAAP financial measure that we define as net income (loss) before interest expense, interest income, taxes, depreciation and amortization, equity-based compensation expense, warrant fair value gains and losses, losses on sale of assets, pandemic related severance costs, public company readiness expenses, and gain on forgiveness of debt.

Risk Factors Summary
1. 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.
2. Inspirato has a history of net losses and may not be able to achieve or sustain profitability.
3. If Inspirato fails to retain existing subscribers or add new subscribers, its business, results of operations, and financial condition would be materially adversely affected.
4. Inspirato’s revenue growth rate has slowed, and it may not increase at the rates Inspirato anticipates in the future or at all.
5. The hospitality market is highly competitive, and Inspirato may be unable to compete successfully with its current or future competitors.
6. Inspirato may be unable to effectively manage its growth.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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.
12. 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.
13. The failure to successfully execute and integrate acquisitions could materially adversely affect Inspirato’s business, results of operations, and financial condition.
14. 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.
15. 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.
16. 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.
17. Inspirato may experience significant fluctuations in its results of operations, which make it difficult to forecast its future results.
18. The hospitality industry is subject to seasonal and cyclical volatility, which may contribute to fluctuations in Inspirato’s results of operations and financial condition.
19. 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.
20. Inspirato faces risks related to Inspirato’s intellectual property.
21. 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.
22. Unfavorable changes in government regulation or taxation of the evolving hospitality, internet and e-commerce industries could harm Inspirato’s results.