Merger completion leads Inspirato (ISPO) to end S-3 offerings

Rhea-AI Filing Summary

Inspirato Incorporated is filing a post-effective amendment to terminate three existing shelf registration statements on Form S-3 and deregister any remaining unsold securities. These registration statements had covered up to 6,588,478 shares of Class A common stock, an additional 3,922,203 shares of Class A common stock, and up to $50,000,000 of various company securities.

The cleanup follows completion of a merger in which Boomerang Merger Sub, Inc. merged into Inspirato, making Inspirato a wholly owned subsidiary of Exclusive Investments, LLC. As a result of the merger and the termination of public offerings under these shelves, Inspirato is formally removing from registration all securities that were previously registered but not sold.

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

Registration No. 333-282905

Registration No. 333-282181

Registration No. 333-281880

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________________________

POST-EFFECTIVE AMENDMENT NO. 1 TO:

REGISTRATION STATEMENT ON FORM S-3 (NO. 333-282905)

REGISTRATION STATEMENT ON FORM S-3 (NO. 333-282181)

REGISTRATION STATEMENT ON FORM S-3 (NO. 333-281880)

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

☒

0904340001-1579809772-337/0.1

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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 7(a)(2)(B) of the Securities Act. ◻

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EXPLANATORY NOTE – DEREGISTRATION OF SECURITIES

This Post-Effective Amendment relates to the following Registration Statements on Form S-3 (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-3 (Registration No. 333-282905), as amended, relating to the offering of up to 6,588,478 shares 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 December 4, 2024.

2.Registration Statement on Form S-3 (Registration No. 333-282181), as amended, relating to the offering of up to 3,922,203 shares of Class A common stock, as declared effective by the SEC on October 23, 2024.

3.Registration Statement on Form S-3 (Registration No. 333-281880), as amended, relating to the offering of an aggregate amount of up to $50,000,000 in certain securities of the Company, as declared effective by the SEC on September 19, 2024.

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 of 1933, as amended (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.

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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-3 and has duly caused this Post-Effective Amendment to the Registration Statements 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.

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FAQ

What is Inspirato Incorporated (ISPO) doing in this post-effective amendment?

Inspirato Incorporated is filing a post-effective amendment to terminate three Form S-3 registration statements and deregister all previously registered but unsold securities, formally ending those shelf offerings following completion of a merger transaction.

Which Inspirato (ISPO) securities are being deregistered in this filing?

The amendment deregisters any unsold securities previously covered by three S-3 statements: up to 6,588,478 Class A shares, 3,922,203 additional Class A shares, and up to $50,000,000 of various company securities, all of which are no longer being offered.

Why is Inspirato (ISPO) terminating its S-3 registration statements?

Inspirato is terminating its S-3 registration statements because it completed a merger that made the company a wholly owned subsidiary of Exclusive Investments, LLC, and it has ended all offerings under those registration statements, triggering deregistration of any unsold securities.

What merger led to Inspirato (ISPO) deregistering these securities?

The deregistration follows a merger under an Agreement and Plan of Merger where Boomerang Merger Sub, Inc. merged with and into Inspirato, with Inspirato surviving as a wholly owned subsidiary of Exclusive Investments, LLC. The merger became effective on February 3, 2026.

Does this Inspirato (ISPO) filing register new securities or raise capital?

No, the filing does not register new securities or raise capital. It is a housekeeping step that amends prior S-3 registration statements solely to remove from registration any securities that were previously registered but remained unsold after offerings terminated.