ThZeal - The Zeal

Date of Report (Date of earliest event reported): April 22, 2025

(Exact name of registrant as specified in its charter)

Delaware

001-39791

85-2426959

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)



1544 Wazee Street Denver, CO						80202
(Address of principal executive offices)						(Zip Code)

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



☐			Written communications pursuant to Rule 425 under the Securities Act



☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act



☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act



☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 22, 2025, David Kallery, formerly President of Inspirato Incorporated ("Company"), was separated from the Company, effective immediately. Payam Zamani, the Company's Chief Executive Officer, will assume Mr. Kallery's duties as President.

Mr. Kallery will not be up for re-election at the Company's upcoming annual meeting and he is not participating in Board or committee activities. The Board seat he currently occupies is expected to be filled at a later date.

The Company is currently in discussions with Mr. Kallery regarding the terms of his separation, and any material compensation arrangements will be disclosed in an amendment to this Form 8-K if and when finalized.

The Company thanks Mr. Kallery for his years of service with the Company.



Exhibit	No.	Description
104		Cover Page Interactive Data File (Cover Page XBRL tags are embedded within the Inline XBRL document)

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

Date: April 24, 2025	By:	/s/ Michael Arthur
	Name:	Michael Arthur
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)