Inspirato (ISPO) deregisters unsold S-1 securities after merger close

Rhea-AI Filing Summary

Inspirato Incorporated has filed post-effective amendments to two existing S-1 registration statements to deregister any securities that were previously registered but remained unsold. These amendments follow completion of a merger in which Inspirato became a wholly owned subsidiary of Exclusive Investments, LLC.

The affected S-1 filings had covered offerings of up to 164,059,085 shares of Class A common stock under one registration, and up to 31,825,384 shares of Class A common stock plus 7,175,000 warrants under another. With the merger effective on February 3, 2026, the company has terminated offerings under these registrations and formally removed any remaining unsold securities from registration.

As filed with the Securities and Exchange Commission on February 5, 2026

Registration No. 333-264598

Registration No. 333-262472

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________________________

POST-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT ON FORM S-1 (NO. 333-264598)

POST-EFFECTIVE AMENDMENT NO. 3 TO REGISTRATION STATEMENT ON FORM S-1 (NO. 333-262472)

UNDER

THE SECURITIES ACT OF 1933

______________________________

INSPIRATO INCORPORATED

(Exact name of registrant as specified in its charter)

______________________________

Delaware

7389

85-2426959

(State or other jurisdiction of incorporation or organization)

(Primary Standard Industrial Classification Code Number)

(I.R.S. Employer Identification Number)

1544 Wazee Street

Denver, CO 80202

(303) 586-7771

______________________________

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

______________________________

Inspirato Incorporated

1544 Wazee Street

Denver, CO 80202

(303) 586-7771

(Name, address, including zip code, and telephone number, including area code, of agent for service)

______________________________

Copies to:

Scott Craig

Rachel E. Ratcliffe Payne

Latham & Watkins LLP

300 Colorado Street, Suite 2400

Austin, Texas 78701

(737) 910-7304

______________________________

Approximate date of commencement of proposed sale to the public: Not applicable. This Post-Effective Amendment is being filed to deregister all of the securities that were previously registered and not sold pursuant to the above referenced registration statements.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☒

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 7(a)(2)(B) of the Securities Act. ◻

0904340001-1579809772-340/0.3

EXPLANATORY NOTE – DEREGISTRATION OF SECURITIES

This Post-Effective Amendment relates to the following Registration Statements on Form S-1 (collectively, the “Registration Statements”), previously filed by Inspirato Incorporated, a Delaware corporation (the “Company”) with the Securities and Exchange Commission (the “SEC”): 

1.Registration Statement on Form S-1 (Registration No. 333-264598), as amended, relating to the offering of up to 164,059,085 shares (including any additional shares registered pursuant to Rule 462 under the Securities Act of 1933, as amended (the “Securities Act”) of the Company’s Class A common stock, par value $0.0001 per share (“Class A common stock”), as declared effective by the SEC on May 9, 2022.

2.Registration Statement on Form S-1 (Registration No. 333-262472), as amended, relating to the offering of up to 31,825,384 shares of Class A common stock and 7,175,000 warrants to purchase shares of Class A common stock, as declared effective by the SEC on February 11, 2022.

On February 3, 2026, the Company completed the transactions contemplated by that certain Agreement and Plan of Merger, dated as of December 16, 2025 (the “Merger Agreement”), by and among Exclusive Investments, LLC, a Delaware limited liability company (“Parent”), Boomerang Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Company. Pursuant to the Merger Agreement, Merger Sub merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent (the “Merger”). The Merger became effective on February 3, 2026 at 4:05 a.m. Eastern time.

As a result of the Merger, the Company has terminated any and all offerings of its securities pursuant to its existing registration statements filed with the SEC pursuant to the Securities Act including the Registration Statements. In accordance with the undertakings made by the Company in each of the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offering, the Company hereby removes from registration all of such securities of the Company registered but unsold under the Registration Statements, if any, as of the date hereof. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.

1

____________________________________________________________________________________________

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on February 5, 2026.

INSPIRATO INCORPORATED

			By:			/s/ Sara Whitford
						Name:			Sara Whitford
						Title:			Authorized Signatory

No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act.

2

____________________________________________________________________________________________

FAQ

What did Inspirato (ISPO) change in its S-1 registrations?

Inspirato filed post-effective amendments to two S-1 registration statements to deregister all securities that were previously registered but remained unsold, formally ending those offerings after the company completed a merger and became a wholly owned subsidiary of Exclusive Investments, LLC.

Why is Inspirato (ISPO) deregistering previously registered securities?

Inspirato is deregistering previously registered but unsold securities because, after completing a merger with Boomerang Merger Sub, Inc. and becoming a wholly owned subsidiary of Exclusive Investments, LLC, it terminated all offerings under its existing Securities Act registration statements, making those registrations no longer necessary.

Which S-1 registration statements are affected for Inspirato (ISPO)?

The amendments apply to S-1 Registration No. 333-264598 and S-1 Registration No. 333-262472. These statements had registered offerings of Class A common stock and warrants, and are now amended to remove from registration any Inspirato securities that remained unsold when the offerings were terminated.

How many Inspirato (ISPO) securities were originally covered by these S-1s?

One S-1 covered an offering of up to 164,059,085 shares of Class A common stock. The other covered up to 31,825,384 shares of Class A common stock and 7,175,000 warrants to purchase Class A common stock, all of which are now subject to deregistration if they remained unsold.

What merger triggered Inspirato’s (ISPO) deregistration filing?

The deregistration follows a merger under a December 16, 2025 Merger Agreement, where Boomerang Merger Sub, Inc. merged into Inspirato, and Inspirato survived as a wholly owned subsidiary of Exclusive Investments, LLC. The merger became effective on February 3, 2026 at 4:05 a.m. Eastern time.

Who signed Inspirato’s (ISPO) post-effective amendment?

The post-effective amendment was signed on behalf of Inspirato Incorporated by Sara Whitford as Authorized Signatory in Denver, Colorado, on February 5, 2026, certifying that the company meets the requirements for filing on Form S-1 under the Securities Act of 1933.