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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 22, 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 5.02 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.
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: April 24, 2025 | By: | /s/ Michael Arthur |
| Name: | Michael Arthur |
| Title: | Chief Financial Officer |
| | (Principal Financial and Accounting Officer) |