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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): April 23, 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) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
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1544 Wazee Street
Denver, CO | | 80202 |
| (Address of principal executive offices) | | (Zip Code) |
(303) 586-7771
(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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 5.03 Amendments to Articles of Incorporation or Bylaws.
On April 23, 2025, the Board of Directors of Inspirato, Inc., a Delaware corporation (the "Company"), approved an Amendment to the Bylaws of the Company (the " Amendment"). The Amendment, which was adopted effective as of April 23, 2025, removed outdated provisions referencing the business combination (de-SPAC merger) and associated lock-up period, which are no longer applicable, and implemented immaterial administrative updates for consistency, clarity and formatting. A complete copy of the Company's current bylaws, including the language added by the Amendment, is attached to this report as an Exhibit 3.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit | No. | | Description |
| 3.1 | | | |
| 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: April 28, 2025 | By: | /s/ Michael Arthur |
| Name: | Michael Arthur |
| Title: | Chief Financial Officer |
| | (Principal Financial and Accounting Officer) |