UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02 Results of Operations and Financial Condition.
On March 10, 2022, Inspirato Incorporated (“Inspirato” or the “Company”) issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2021. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
Inspirato announces material information to the public about Inspirato, its products and services, and other matters through a variety of means, including filings with the Securities and Exchange Commission, press releases, public conference calls, webcasts, the investor relations section of its website (www.investor.inspirato.com), its blog (www.inspirato.com/details/) and its Twitter account (@inspirato) in order to achieve broad, non-exclusionary distribution of information to the public and for complying with its disclosure obligations under Regulation FD.
The information in Item 2.02 and Item 7.01 of this Current Report on Form 8-K, and Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01 Other Events.
On February 11, 2022, Inspirato’s registration statement on Form S-1 (No. 333-262472) (the “Form S-1”) was declared effective by the Securities and Exchange Commission and on March 10, 2022 the Company filed the related final prospectus and prospectus supplements pursuant to Rule 424(b) (together, the “Prospectus”). The shares of Inspirato Class A Common Stock that were sold to PIPE investors in connection with the Company’s recently completed business combination and that are registered for resale pursuant to the Form S-1 can now be resold pursuant to the Form S-1 and the Prospectus. On March 14 the Inspirato Warrants to purchase shares of Inspirato Class A Common Stock become exercisable and the underlying shares of Inspirato Class A Common Stock will be saleable pursuant to the Form S-1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release issued by Inspirato Incorporated dated March 10, 2022 | |
| 104 | Cover Page Interactive Data File (Cover page XBRL tags are embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INSPIRATO INCORPORATED | ||||||||
| Dated: March 10, 2022 | ||||||||
| By: | /s/ R. Webster Neighbor |
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| Name: R. Webster Neighbor Title: Chief Financial Officer |
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