0001820566False9/18/20251544 Wazee StreetDenverCO00018205662025-09-182025-09-180001820566us-gaap:CommonStockMember2025-09-182025-09-180001820566us-gaap:WarrantMember2025-09-182025-09-18
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 18, 2025
Inspirato Incorporated
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-39791 | | 85-2426959 |
(State or other jurisdiction
of incorporation or organization) | | (Commission
File Number) | | (I.R.S. Employer
Identification Number) |
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1544 Wazee Street
Denver, CO | | 80202 |
| (Address of principal executive offices) | | (Zip Code) |
(303) 839-5060
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading
Symbol(s) | | Name of each exchange
on which registered |
| Class A common stock, $0.0001 par value per share | | ISPO | | The Nasdaq Stock Market LLC |
| Warrants to purchase Class A common stock | | ISPOW | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On September 18, 2025, Inspirato Incorporated (the “Company”) received correspondence from Exclusive Investments, LLC (“Exclusive”) in which Exclusive made a non-binding, conditional offer to purchase 100% of the Company’s outstanding equity. The correspondence suggests that the offer reflects an “enterprise value” of the Company of $68.6 million and an “equity value” of $3.50 per share less certain deductions – figures suggesting that the offer ascribes no value to the Company’s total cash of approximately $29.8 million as of June 30, 2025. The Company does not believe that this proposal is actionable and further believes that it was disclosed to third parties and the media in violation of a Nondisclosure Agreement entered into by the parties on September 10, 2025. The Company’s board of directors will continue to consider all available options to advance the best interests of the Company and its stockholders.
The information in Item 7.01 of this Current Report on Form 8-K 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 (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements herein may include statements relating to the correspondence received by the Company, any proposed or future transaction and the Company’s consideration of potential options. Forward-looking statements are subject to risks and uncertainties, including those relating to the Company’s future operations and financial results, the consideration or receipt of business combination proposals and the completion or failure to complete any proposed transaction, and other risks detailed in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. All information provided in this Current Report on Form 8-K is as of the date hereof, and the Company undertakes no duty to update this information unless required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit | No. | | Description |
| 104 | | | Cover Page Interactive Data File (Cover Page XBRL tags are embedded within the Inline XBRL document) |
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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.
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| | INSPIRATO INCORPORATED |
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Date: September 19, 2025 | By: | /s/ Brent Wadman |
| Name: | Brent Wadman |
| Title: | General Counsel |
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